SecProbe.io

February 12, 2026
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2025
Filed December 05, 2025
File No. 001-08597
Dear Brian G. Andrews:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services

CORRESP
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February 5, 2026

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated January 27, 2026
Form 10-K for Fiscal Year Ended October 31, 2025
Filed December 5, 2025
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated January 27, 2026, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2025.

For ease of review, we have set forth below each of the Staff’s comments in bold type followed by the Company’s responses thereto.

Form 10-K for Fiscal Year Ended October 31, 2025

Note 12. Business Segment Information, page 85

1.     Please expand your disclosures to explain how the CODM uses operating income, the reported measure of segment profit or loss, in assessing each segment’s performance and deciding how to allocate resources. Refer to the guidance in ASC 280-10-50-29(f) along with the example in ASC 280-10-55-47(bb).

Response:

We respectfully acknowledge the Staff’s comment and will enhance our disclosure prospectively, beginning with our Form 10-Q for the quarter ended January 31, 2026 as follows (the use of italics indicates existing disclosures and the use of bold indicates additions):

The CODM uses operating income, as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments. The CODM evaluates segment operating income on a quarterly basis by comparing actual results to forecasted amounts and historical performance. These evaluations, supported by discussions with the leadership team responsible for managing the operations of each reportable segment, are used to assess segment results, monitor operating trends, and support decisions regarding the allocation of resources and consideration of investment opportunities. The Company does not allocate costs from corporate functions to segment operating income. The Company uses the same accounting policies to generate segment results as it does for consolidated results.

* * *

2

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by email at bandrews@cooperco.com with any questions or comments regarding this correspondence.

Sincerely,

Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
The Cooper Companies, Inc.

cc:    Daniel G. McBride, The Cooper Companies, Inc.

    Tad Freese, Latham & Watkins LLP

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January 27, 2026
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2025
Filed December 05, 2025
File No. 001-08597
Dear Brian G. Andrews:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended October 31, 2025
Note 12. Business Segment Information, page 85
1.Please expand your disclosures to explain how the CODM uses operating income, the
reported measure of segment profit or loss, in assessing each segment’s performance and
deciding how to allocate resources. Refer to the guidance in ASC 280-10-50-29(f) along
with the example in ASC 280-10-55-47(bb).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.

January 27, 2026
Page 2
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

October 18, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
File No. 001-08597
Dear Brian G. Andrews:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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[Letterhead]

October 10, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated September 16, 2024
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 8-K Filed August 28, 2024
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 16, 2024, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2023 and the Company’s Form 8-K filed August 28, 2024.

For ease of review, we have set forth below each of the Staff’s comments in bold type followed by the Company’s responses thereto.

Form 10-K for Fiscal Year Ended October 31, 2023

Note 1. Organization and Significant Accounting Policies

Revenue Recognition

1.     We note your response to comment 1. Please provide us with your detailed accounting policy for service revenues for each type of contract that contains service performance obligations that addresses each of the following:

• Identification of the performance obligations for each of your contracts

• How the transaction price is allocated to each performance obligation to the extent that a contract contains multiple performance obligations.

• When revenues are recognized for each performance obligation. To the extent that revenues are recognized over time, the method used.

• Whether there is any variable consideration and how you estimate the amount to be included within the transaction price.

Please refer to ASC 606 for guidance.

Response:

For the fiscal years ended October 31, 2023 and 2022, service revenues accounted for less than 9% of the Company’s total consolidated revenue. Service revenues are generated from four primary revenue streams, including stem cell, sperm and egg, all of which came from the acquisition of Generate Life Sciences, and genetic testing (genomics). Less than 1% of our consolidated revenues in both fiscal years derived from other service revenue streams. The accounting policies for stem cell, sperm, egg and genomics are set forth below.

Stem cell service revenue accounted for more than 50% of our total service revenues, or approximately 5% of the total consolidated revenue, for the fiscal years ended October 31, 2023 and 2022. Stem cell service revenue includes arrangements with one or both of the following performance obligations: 1) processing service (the cord blood and/or cord tissue, captured at birth by a physician, is processed to be ready for storage) and 2) storage service of newborn cord blood and/or cord tissue units. For bundled arrangements, the consideration in the contract is allocated between the two performance obligations based on relative standalone selling prices or estimates of such prices. Processing is not sold separately so a cost plus margin approach is utilized to estimate the standalone selling price. Storage is sold separately and therefore has a standalone selling price. Revenue allocated to the processing service is recognized at a point in time when the cord blood and/or cord tissue is processed and deemed ready for storage. Revenue allocated to storage service is recognized ratably over the terms of the storage contracts, which vary in length (including, for example, one-year, 18-years and lifetime contracts). The term of lifetime contracts is estimated to be 78 years based upon the Center of Disease Control and Prevention (CDC) life expectancy data. For the fiscal years ended October 31, 2023 and 2022, more than 90% of stem cell storage services revenue were generated from one-year and 18-year contracts.

Sperm revenue includes arrangements with one or both of the following performance obligations: 1) sperm vial sales (product revenue) and 2) storage service of sperm vials (service revenue). For bundled arrangements, the consideration in the contract is allocated between the performance obligations based on relative standalone selling prices, which are available for each performance obligation. Revenue allocated to the sperm vial sales is recognized at a point in time when the sperm vials are either shipped to the customer or transferred to storage where they are available for customer’s use. Revenue allocated to storage is recognized ratably over the term of the contract which ranges from one month to 30 years.

Egg revenue includes arrangements with one or more of the following performance obligations: 1) egg lots sales (product revenue); 2) coordination services for the in-vitro fertilization (IVF) process with a certified physician (including fertilization and implantation of the fertilized eggs) (service revenue); and 3) a service-type warranty (which is limited to certain programs whereby for a fixed fee a customer is entitled to a predetermined number of additional eggs and physician coordination services until a successful pregnancy is achieved or the program is terminated early) (service revenue). For bundled arrangements, the consideration in the contract is allocated among the performance obligations based on relative standalone selling prices or estimates of such prices. Egg lots are sold separately and therefore have standalone selling prices. Coordination

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services are not sold separately so a cost plus margin approach is used to estimate the standalone selling price. Service-type warranties are also not sold separately so a residual approach is used to estimate the standalone selling price. Revenue allocated to the egg lots sales is recognized when the egg lots are delivered to the customer’s physician. Revenue allocated to the coordination services is recognized 90 days after the delivery of the egg lots to the customers. The 90-day period, which is reassessed annually, is an estimate of the time it takes from delivery of the egg lot to fertilization and then implantation based on historical data. Revenue allocated to service-type warranties is recognized ratably over six months, which is the average time period customers remain in the program based upon historical experience.

Within stem cell, sperm and egg revenue, discounts offered on bundled arrangements are known fixed amounts at contract inception and allocated among performance obligations based upon the aforementioned standalone selling prices or estimates of such prices. Variable consideration (i.e., refunds) is on an exception basis given the nature of the services and is therefore immaterial in these contracts. Variable consideration is estimated and recorded based on historical refunds as a reduction of the transaction price along with a corresponding refund liability.

Regarding genomics revenues, we earn service revenue primarily from performing preimplantation genetic testing (PGT) for customers going through an IVF procedure. PGT is a single performance obligation, and the fee received is recognized as revenue at a point in time when the test is completed and the results are released to the customer. Variable consideration is on an exception basis given the nature of the services and is therefore immaterial.

We will modify the existing disclosure to provide further details. Set forth below are examples of the revisions that the Company will implement in future filings starting in our Form 10-K for the year ended October 31, 2024 based on our previously filed Form 10-K for the year ended October 31, 2023. (The use of italics below indicates existing disclosures and the use of bold indicates additions.)

For each contract, the Company considers the promise to transfer products or render services, each of which is distinct, to be the identified performance obligations. The consideration in the contract is allocated among the identified performance obligations based on a relative standalone selling price basis. The standalone selling price for each performance obligation is derived from the actual selling price or estimated using historical data or publicly available information.

Revenues from product sales revenues are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment or delivery to the Customer. Revenues from service revenues are recognized when services are rendered, whether at a point in time or based on the passage of time depending on the type of services.

Stem cell revenue, which includes the initial processing service and ongoing storage service, accounts for the majority of our service revenues. Revenue allocated to the processing service is recognized at a point in time when the cord blood and/or cord tissue is processed and deemed ready for storage. Revenue allocated to storage service is recognized ratably over the terms of the storage contracts, which vary in length. The majority of the contracts have a term of one year or 18 years. Deferred revenue primarily represents prepaid stem cell storage as part of the CooperSurgical business unit. Revenue related to stem cell storage is recognized over the service period, which can range from one year to the lifetime of a customer.

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Form 8-K Filed August 28, 2024

Exhibit 99.1

2.    As previously requested in comment 10 in our letter dated April 8, 2024, and in comment 6 to our letter dated Jun 6, 2024, please expand the footnote disclosures to quantify the components of the adjustment when the adjustment is broad and includes multiple types of adjustments. In your response letter dated July 8, 2024, you agreed to expand the footnote disclosure to quantify the components of the adjustments. In this regard, the quantification provided in footnotes 1 (acquisition and integration-related charges), 2 (exit of business), 4 (business optimization charges), and 7 (other) do not sum to the adjustments provided for each period presented. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

In future filings, we will expand the footnote disclosures to quantify the components of the adjustment when the adjustment is broad and includes multiple types of adjustments. This will include  quantification  in footnotes 1 (acquisition and integration-related charges), 2 (exit of business), 4 (business optimization charges), and 7 (other) sum to the adjustments provided for each period presented. Within each particular footnote category, multiple disparate adjustments in any one quarter that aggregate to a minimal residual value may be combined into “Other” in order to ensure that the quantification provided in the footnote sum to the adjustments provided for each period presented in the table. Year-to-date “Other” adjustment presented in the footnote is an amalgamation of the applicable quarterly “Other” adjustments.

Set forth in Exhibit A is an example of the revisions that the Company intends to implement in Form 8-K filings starting this fiscal fourth quarter to be filed December 5, 2024 based on our previously filed Form 8-K filed August 28, 2024. (The use of strike-through indicates proposed deletions and the use of bold indicates additions.)

3.    We note that you continue to characterize costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and business disruptions from natural causes, litigation matters and other items as “one-time”. In comment 8 to our letter dated April 8, 2024, and comment 4 to our letter dated June 6, 2024, we requested that you revise your characterization of adjustments that have occurred in multiple periods and/or are reasonably likely to recur within two years. In your response letter dated July 8, 2024, you agreed to revise future earnings release filings to be consistent with the guidance in Question 102.03 of the Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures. As previously requested, please revise your characterization of any adjustments to fully comply with the guidance in Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for guidance.

Response:

Based on the Staff’s comment in this letter, we will remove “one-time” from the characterization of the adjustments related to costs of complying with the new European Union (E.U.) medical

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device regulations for previously registered products and for business disruptions from natural causes, litigation matters and other items.

We had previously understood the guidance in Question 102.03 of the Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures as a prohibition against referring to non-GAAP adjustments as non-recurring or one-time when “the nature of the charge or gain” is reasonably likely to recur within two years. The “one-time” reference was to the change in the E.U. medical device regulations, which is the underlying event that drove the non-GAAP adjustments, and not the recurring charges resulting from this law change. We appreciate the additional clarifying guidance.

Set forth in Exhibit A is an example of the revisions that the Company intends to implement in Form 8-K filings starting this fiscal fourth quarter to be filed December 5, 2024 based on our previously filed Form 8-K filed August 28, 2024. (The use of strike-through indicates proposed deletions and the use of bold indicates additions.)

* * *

 5

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by email at bandrews@cooperco.com with any questions or comments regarding this correspondence.

Sincerely,

Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
The Cooper Companies, Inc.

cc:    Nicholas Khadder, The Cooper Companies, Inc.

    Tad Freese, Latham & Watkins LLP

 6

Exhibit A

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

GAAP to Non-GAAP Reconciliation

Gross Margin, Operating Margin, and EPS

 Three Months Ended July 31, Nine Months Ended July 31,

(In millions) 2024 Margin % 2023 Margin % 2024 Margin % 2023 Margin %

GAAP Gross Profit $ 663.0   66  % $ 610.0   66  % $ 1,918.0   67  % $ 1,751.4   66  %

Acquisition and integration-related charges (1)

 0.2   —  % 2.7   —  % 1.4   —  % 7.6   —  %

Exit of business (2)

 2.3   1  % 0.3   —  % 2.8   —  % 5.2   —  %

Medical device regulations (3)

 1.0   —  % 1.2   —  % 2.7   —  % 2.9   —  %

Business optimization charges (4)

 1.2   —  % 1.0   —  % 4.5   —  % 1.1   —  %

Total 4.7   1  % 5.2   —  % 11.4   —  % 16.8   —  %

Non-GAAP Gross Profit $ 667.7   67  % $ 615.2   66  % $ 1,929.4   67  % $ 1,768.2   66  %

 Three Months Ended July 31, Nine Months Ended July 31,

(In millions) 2024 Margin % 2023 Margin % 2024 Margin % 2023 Margin %

GAAP Operating Income $ 192.5   19  % $ 151.6   16  % $ 507.3   18  % $ 397.4   15  %

Amortization of acquired intangibles 50.4   5  % 46.7   5  % 151.0   5  % 139.7   5  %

Acquisition and integration-related charges (1)

 1.1   —  % 13.2   2  % 13.4   —  % 35.5   2  %

Exit of business (2)

 2.5   —  % 0.7   —  % 4.0   —  % 6.3   —  %

Medical device regulations (3)

 5.6   1  % 5.5   1  % 15.8   1  % 13.0   —  %

Business optimization charges (4)

 4.4   1  % 2.7   —  % 15.4   1  % 14.4   —  %

Acquisition termination fee (5)

 —   —  % —   —  % —   —  % 45.0   2  %

Release of contingent liability (6)

 —   —  % —   —  % —   —  % (31.8)  (1) %

Other (7)

 (0.4)  —  % 2.2   —  % 1.1   —  % 4.8   —  %

Total  63.6   7  % 71.0   8  % 200.7   7  % $ 226.9   8  %

Non-GAAP Operating Income $ 256.1   26  % $ 222.6   24  % $ 708.0   25  % $ 624.3   23  %

 7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

GAAP to Non-GAAP Reconciliation

Gross Margin, Operating Margin, and EPS

 Three Month

September 16, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
Form 8-K Filed August 28, 2024
Response Letter Dated July 29, 2024
File No. 001-08597
Dear Brian G. Andrews:
            We have reviewed your August 27, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 13, 2024 letter.
Form 10-K for Fiscal Year Ended October 31, 2023
Note 1. Organization and Significant Accounting Policies
Revenue Recognition, page 63
We note your response to comment 1.  Please provide us with your detailed accounting
policy for service revenues for each type of contract that contains service performance
obligations that addresses each of the following:
•Identification of the performance obligations for each of your contracts
•How the transaction price is allocated to each performance obligation to the extent
that a contract contains multiple performance obligations.
•When revenues are recognized for each performance obligation.  To the extent that
revenues are recognized over time, the method used.
Whether there is any variable consideration and how you estimate the amount to be •1.

September 16, 2024
Page 2
included within the transaction price.
Please refer to ASC 606 for guidance.
Form 8-K Filed August 28, 2024
Exhibit 99.1
2.As previously requested in comment 10 in our letter dated April 8, 2024, and in comment
6 to our letter dated Jun 6, 2024, please expand the footnote disclosures to quantify the
components of the adjustment when the adjustment is broad and includes multiple types
of adjustments.  In your response letter dated July 8, 2024, you agreed to expand the
footnote disclosure to quantify the components of the adjustments.  In this regard, the
quantification provided in footnotes 1 (acquisition and integration-related charges), 2 (exit
of business), 4 (business optimization charges), and 7 (other) do not sum to the
adjustments provided for each period presented.  Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.
3.We note that you continue to characterize costs of complying with the new European
Union (E.U.) medical device regulations for previously registered products and business
disruptions from natural causes, litigation matters and other items as “one-time”.  In
comment 8 to our letter dated April 8, 2024, and comment 4 to our letter dated June 6,
2024, we requested that you revise your characterization of adjustments that have
occurred in multiple periods and/or are reasonably likely to recur within two years.  In
your response letter dated July 8, 2024, you agreed to revise future earnings release filings
to be consistent with the guidance in Question 102.03 of the Staff’s Compliance and
Disclosure Interpretation on Non-GAAP Financial Measures.  As previously requested,
please revise your characterization of any adjustments to fully comply with the guidance
in Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures for guidance.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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[Letterhead]

August 27, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated August 13, 2024
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 8-K Filed May 30, 2024
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated August 13, 2024, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2023 and the Company’s Form 8-K filed May 30, 2024.

For ease of review, we have set forth below each of the Staff’s comments in bold type followed by the Company’s responses thereto.

Form 10-K for Fiscal Year Ended October 31, 2023

Note 1. Organization and Significant Accounting Policies

Revenue Recognition

1.     We note from your disclosures in Note 3 to your fiscal year 2022 audited financial statements that Generate Life Sciences recognized $249.5 million in revenues from December 17, 2021 through October 31, 2022, which is 7.5% of fiscal year 2022 net sales. As such, we continue to request that you provide comprehensive disclosures for revenues related to the various services you provide including (a) identification of the performance obligations (i.e., when typically satisfied, significant payment terms, nature of goods and services, obligations for returns, refunds, and other similar obligations, and types of warranties and related obligations) with reference to ASC 606-10-50-12 through 50-12A and 606-10-50-17, (b) significant judgments for the method used to recognize revenue over time and why the method faithfully depicts the transfer of the services with reference to ASC 606-10-50-18, (c) significant judgments made in evaluating when a customer obtains control of a service that is recognized at a point in time with reference to ASC 606-10-50-19

and (d) variable consideration and any other obligations with reference to ASC 606-10-50-20.

Response:

We respectfully acknowledge the Staff’s comment. We note to the Staff that the majority of the Company’s significant customer contracts are solely for either products or services. Given the straightforward nature of our customer contracts and the immateriality and the declining share of service revenues as a percentage of our total consolidated revenues1, we concluded that the additional disclosure requirements indicated in ASC 606 are not applicable in this context.

Currently, we have the following disclosure regarding service revenues in our Form 10-K for the year ended October 31, 2023.

Deferred revenue primarily represents prepaid stem cell storage as part of the CooperSurgical business unit. Revenue related to stem cell storage is recognized over the service period, which can range from one year to the lifetime of a customer.

We will make a modification to the existing disclosure to provide further details. Set forth below are examples of the revisions that the Company will implement in future filings starting in our Form 10-K for the year ended October 31, 2024 based on our previously filed Form 10-K for the year ended October 31, 2023. (The use of italics below indicates existing disclosures and the use of bold indicates additions.)

For each contract, the Company considers the promise to transfer products or render services, each of which is distinct, to be the identified performance obligations.

Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment or delivery to the Customer. Revenues from service sales are recognized when services are rendered, whether at a point in time or based on the passage of time depending on the type of services.

Form 8-K Filed May 30, 2024

Exhibit 99.1

2.    We note your response to comment 3 and that in fiscal year 2021, you immediately recognized a GAAP income tax benefit of $1,987.9 million in accordance with ASU 2016-16. The non-GAAP intra-entity transfer adjustments made to reflect amortization of the tax benefit over time, rather than when the assets were actually transferred, have the effect of reversing the US GAAP accounting treatment. As a result, the non-GAAP adjustment

1 When we acquired Generate Life Sciences (“GLS”), we disclosed that approximately two thirds of GLS revenues were derived from the stem cell storage business, with expected growth of 3% - 5% annually. The remaining fertility donor/cryopreservation at the time represented one third of GLS revenues and were expected to grow 5% - 10% annually. Since we acquired GLS, these revenues have grown within the ranges we expected. As such, these combined components have grown less than the consolidated growth of CooperCompanies. Therefore on a percentage basis, and, based on growth in our product sales (especially for CooperVision products), service revenues are expected to continue to get smaller as a percentage of total consolidated revenues. As a point of reference, CooperVision revenue for fiscal year 2023 was $2,423.7 million, up 8% from fiscal year 2022 and CooperVision revenue accounted for approximately 67%, or two thirds, of total consolidated revenues.

 2

changes the recognition and measurement principles required to be applied in accordance with US GAAP and accordingly results in non-GAAP measures with individually tailored accounting principles. Please remove this adjustment from your future non-GAAP presentations.

Response:

We respectfully acknowledge the Staff’s comment. We have considered the guidance in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI 100.04”), and for the reasons noted below, continue to believe that the Company’s presentation does not constitute an individually tailored accounting principle.

Fact Patterns of the Transaction

In the first quarter of fiscal 2021, the Company transferred its CooperVision intellectual property and related assets to its UK subsidiary. The transfer occurred at a fair market valuation, giving rise to a substantial step up in basis for UK tax purposes but without a U.S. GAAP step up since it was an intra-entity transaction. The value of step up in the assets’ basis was approximately $12 billion, which gave rise to correlated future income tax benefits resulting from future amortization deductions for UK tax purposes related to the step up in basis. The aggregate value of the future income tax benefits was calculated by applying the then applicable 19% UK tax rate to the step up in value. Subsequent changes in the UK tax rate, have in the past required2, and in the future may require material adjustments to our U.S. GAAP financials. In accordance with ASU 2016-16, we recorded the full amount of $1,987.9  million3 in future income tax benefits in the first quarter of fiscal year 2021 U.S. GAAP financial results.

2 We remeasured the deferred tax asset and booked an additional income tax benefit of $536.7 million when the rate went from 19% to 25% in the third quarter of fiscal year 2021.

3 The $1,987.9 million was a component of the $1,961.6 million net benefit for income taxes shown in the below excerpts from the Company’s Quarterly Report on Form 10-Q for that quarter.

 3

 4

As a result of the initial income tax benefit, the Company reported net income of $2,101.1 million on its U.S. GAAP financials in first quarter of fiscal year 2021, compared to $90.5 million in the same period of prior year. U.S. GAAP EPS of $42.31 (a 2,325% increase over the prior year) was adjusted by a non-GAAP adjustment of $39.14 (to remove the income tax benefit related to the initial transaction) to arrive at non-GAAP EPS of $3.17. We remeasured the deferred tax asset due to an UK tax rate change in the third quarter of fiscal year 2021 and reported U.S. GAAP net income of $615.8 million, compared to $55.2 million in the same period of prior year. U.S. GAAP EPS of $12.37 (a 1,104% increase over the prior year from U.S. GAAP EPS of $1.12) was adjusted by a non-GAAP adjustment of $8.96 (to remove the income tax benefit related to the remeasurement) to arrive at non-GAAP EPS of $3.41. For full transparency and disclosure, and consistent with market practice, on the Company’s fourth quarter of fiscal year 2020 earnings call, the Company’s CFO stated, “I want to mention an item you’ll see disclosed in the tax footnote in our upcoming 10-K. In November, as part of an internal restructuring to simplify our supply chain, CooperVision’s intellectual property and related assets were transferred from Barbados to the UK. Although this will impact our GAAP financials, including a significant one-time P&L benefit in Q1 along with offsetting adjustments over the next 10-plus years, we will exclude these entries from our non-GAAP results to ensure

 5

transparency. We do not anticipate this having a material impact on our non-GAAP tax rate over this period.” When the initial non-GAAP adjustment was presented within the first quarter of fiscal year 2021 earnings release, the Company’s CFO again stated, “you will note in our earnings release that our U.S. GAAP earnings were much higher than non-GAAP. This is directly tied to the tax item I discussed last quarter where CooperVision’s intellectual property and related assets were transferred to the UK in November 2020. For non-GAAP purposes, we adjusted for this activity and will continue doing so moving forward.”

Under UK tax law, the Company amortizes the $12 billion value in stepped-up assets over the useful lives of those assets. In each reporting period, amortization of these assets offset the taxable income of the Company resulting in a reduction in the amount of taxes owed to the  UK in the period. The amount of the non-GAAP adjustment is based on and directly tied to the amount of this economic tax benefit. The annual amortization value is currently $581.8 million, which, tax effected at the current UK rate of 25%, gives rise to the non-GAAP adjustment that the Company is currently reporting in its non-GAAP EPS, as transparently disclosed and included in the accompanying reconciliation to U.S. GAAP EPS. For fiscal years 2023, 2022 and 2021, the realized income tax benefits of the amortization expense adjustments were limited to the available UK taxable income in each of those periods, so the non-GAAP adjustment was less than the full tax-affected amount of the amortization in those periods. Once our UK taxable income exceeds the annual amortization expense, the income tax benefits will be fully realized and fixed across all applicable periods.

C&DI 100.04 Analysis

When the Company considered the guidance in C&DI 100.04, it focused on whether the presentation of such a non-GAAP measure was “misleading” as an individually tailored accounting principle and concluded it is not. By definition, non-GAAP measures reverse the effect of GAAP accounting presentations, and the Company selects and presents non-GAAP measures to provide greater clarity, comparability and transparency. The Company’s adjustments to its non-GAAP measures in respect of the UK income tax benefits are based on and directly reflect the economic benefits realized each quarter for UK tax purposes. In accordance with UK tax law, the amortization amounts of the stepped-up basis in assets are constant and straight-lined according to a set amortization calculation and the Company is required to take a deduction for the amortization in the calculation of its local tax expense. The corresponding income tax benefits from this offset and may vary each year strictly based on the available taxable income in the UK during that respective period. These non-GAAP adjustments based on the income tax benefits arising from amortization do not have the effect of “changing the recognition and measurement principles required to be applied in accordance with GAAP” nor do they have the effect of “changing the pattern of recognition” because the Company has not arbitrarily selected amounts to be allocated to reporting periods but rather has simply provided investors with the ability to reconcile the income tax effects recorded under U.S. GAAP to the actual income tax impact under UK tax law in the periods presented.

Moreover, these non-GAAP adjustments do not change the basis of accounting from an accrual basis to a cash basis. The Company is following the required UK tax law to arrive at the accrued tax expense, which is reflective of our overall tax liability at the consolidated level including our tax liability in the UK, in each fiscal year. The non-GAAP adjustments reflect the economic

 6

reality of the UK tax benefit in each period in respect of an income tax benefit fully recognized in accordance with U.S. GAAP.

As a result, the Company respectfully submits that its non-GAAP presentation related to the amortization of its UK income tax benefits is not individually tailored and is meaningful for its investors’ understanding of the financial and economic realities of the income tax benefit that the Company recognizes each quarter. As noted above, while U.S. GAAP required the benefit to be recognized in the quarter in which the relevant assets were transferred, and again subsequently when the UK tax rate changed, the financial benefits to the Company are actualized in each period over the amortization periods under UK tax law, and such amortizations result in actual tax savings to the Company, which are reflected in the non-GAAP adjustments. Without these non-GAAP adjustments, it would be very difficult for investors to understand the significant financial and economic impacts of the UK tax benefit to the Company over an investment period.

Further, the Company believes that its presentation also allows investors to understand and evaluate the Company’s financial results in the same manner as the Company’s management and Board of Directors. Company management evaluates the Company’s quarterly financial performance and makes strategic decisions incorporating the benefit of the quarterly UK tax benefit, including decisions to set annual performance expectations and to evaluate quarterly progress against those expectations. The presented metric is also consistent with the adjusted EPS metric that the Company uses internally and shares with its Board of Directors.

Proposal of Additional Disclosure

Notwithstanding the foregoing, to provide further detail and transparency, we would propose enhancing our disclosure to clarify the U.S. GAAP accounting treatment and adjustments with respect to the initial transaction that resulted in the income tax benefit. Set forth below is an example of the revisions that the Company intends to implement in Form 8-K filings starting this fiscal third quarter to be filed August 28, 2024 based on our previously filed Form 8-K filed May 30, 2024. (The use of italics below indicates existing disclosures, the use of strike-through indicates proposed deletions and the use of bold indicates additions.)

Amounts represent the tax effects related to intra-entity asset transfers. In fiscal 2021, the Company transferred its CooperVision intellectual property and goodwill to its UK subsidiary. As a result, we recorded a deferred tax asset equal to approximately $2 billion as a one-time tax benefit in accordance with U.S. GAAP in fiscal 2021 as subsequently adjusted for changes in UK tax law. The non-GAAP adjustments reflect the ongoing net deferred tax benefit from tax amortization each period under UK tax law.

Conclusion

In summary, the Company does not view its non-GAAP presentation related to the UK tax

August 13, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
Form 8-K Filed May 30, 2024
Response Letter Dated July 29, 2024
File No. 001-08597
Dear Brian G. Andrews:
            We have reviewed your July 29, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 16, 2024 letter.
Form 10-K for Fiscal Year Ended October 31, 2023
Note 1. Organization and Significant Accounting Policies
Revenue Recognition
We note from your disclosures in Note 3 to your fiscal year 2022 audited financial
statements that Generate Life Sciences recognized $249.5 million in revenues from
December 17, 2021 through October 31, 2022, which is 7.5% of fiscal year 2022 net
sales.  As such, we continue to request that you provide comprehensive disclosures for
revenues related to the various services you provide including (a) identification of the
performance obligations (i.e., when typically satisfied, significant payment terms, nature
of goods and services, obligations for returns, refunds, and other similar obligations, and
types of warranties and related obligations) with reference to ASC 606-10-50-12 through
50-12A and 606-10-50-17, (b) significant judgments for the method used to recognize
revenue over time and why the method faithfully depicts the transfer of the services with 1.

August 13, 2024
Page 2
reference to ASC 606-10-50-18, (c) significant judgments made in evaluating when a
customer obtains control of a service that is recognized at a point in time with reference to
ASC 606-10-50-19 and (d) variable consideration and any other obligations with
reference to ASC 606-10-50-20.
Form 8-K Filed May 30, 2024
Exhibit 99.1
2.We note your response to comment 3 and that in fiscal year 2021, you immediately
recognized a GAAP income tax benefit of $1,987.9 million in accordance with ASU
2016-16.  The non-GAAP intra-entity transfer adjustments made to reflect amortization of
the tax benefit over time, rather than when the assets were actually transferred, have the
effect of reversing the US GAAP accounting treatment.  As a result, the non-GAAP
adjustment changes the recognition and measurement principles required to be applied in
accordance with US GAAP and accordingly results in non-GAAP measures with
individually tailored accounting principles.  Please remove this adjustment from your
future non-GAAP presentations.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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[Letterhead]

July 29, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated July 16, 2024
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 8-K Filed May 30, 2024
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated July 16, 2024, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2023 and the Company’s Form 8-K filed May 30, 2024.

For ease of review, we have set forth below each of the Staff’s comments in bold type followed by the Company’s responses thereto.

Form 10-K for Fiscal Year Ended October 31, 2023

Consolidated Statements of Income

1.We note your response to comment 1. Given that you initially stated in your response letter dated May 22, 2024 related to comment 3 that you would revise the cost of sales line item to include the parenthetical to note that it excludes amortization of intangibles and remove the gross profit subtotal and now have concluded that the missing amortization of intangibles is immaterial and will no longer comply with the requirements in Item 10(e)(1)(ii)(C) of Regulation S-K and SAB Topic 11:B, please provide us with your full materiality analysis in accordance with SAB Topic 1:M that includes how you calculated the amount of excluded intangible asset amortization given that a portion of the composite intangible asset includes a technology component.

Response:

We respectfully acknowledge the Staff’s comment. Our initial response in our letter dated May 22, 2024 provided the quantitative factors supporting our presentation of gross profits on the face of the consolidated statements of income in the Form 10-K for fiscal years 2023, 2022 and 2021. While we had determined that it was still appropriate to present gross profit without being fully burdened by amortization of intangibles, at the time we had considered the revision of “Cost of sales” to “Costs of sales (excluding amortization of intangibles)” and the removal of the “Gross profit” subtotal line to be immaterial changes to the presentation of our consolidated statements of income and as such had agreed to make the change going forward. However, as the Staff raised a valid concern that such updates could send conflicting messages to our investors and suggest that our current presentation of gross profit was not in accordance with US GAAP, we determined to retain the “Gross profit” subtotal on the face of our statements of income. Below is our full materiality analysis in accordance with SAB Topic 1:M.

Materiality Assessment

Management’s review of the Company’s operations and profitability and the discussion management has with the investors and analysts place more emphasis on GAAP and non-GAAP operating margin and EPS. The bifurcation of amortization expense between cost of sales and operating expenses would not affect operating margin and EPS from both GAAP and non-GAAP perspective. Additionally, from a non-GAAP perspective, amortization expense is excluded and therefore has no impact on the review of our operating results.

As explained in our response to comment 3 in our letter dated July 8, 2024, the different components of the composite intangible asset are inherently inseparable because there is no reasonable way for a market participant to separate cash flows attributable to any one of the intangible assets of the composite asset in isolation. All composite asset components are needed to work in unison for there to be a marketable product. As there is no logical way to estimate the value of the developed technology component within the composite intangible asset, it would take undue effort thus impracticable for us to bifurcate the amortization of this intangible asset to cost of sales and gross profit. Below is further elaboration of the discussion we previously provided.

▪Technology: No patents were acquired as part of this transaction. The acquired technology relies on the New Drug Application (NDA) approval, which is non-transferrable to any other product.

▪NDA approval: The product will generate zero revenue if it didn’t have an NDA approval as without the approval, the Company would not be able to sell and monetize the product.

▪Customer relationships: The customer (a.k.a. physician/practitioner) relationships in isolation cannot generate any revenue because unlike a commodity product, the practitioner does not prescribe the intrauterine device (IUD) due to their relationships or due to the trade name. The practitioner prescribes the IUD based on the features of the product such as the products safety and efficacy, and suitability of the product to the patient’s health. For example, a copper IUD cannot be prescribed if the patient has structural abnormality of the womb, or pelvic infection, etc. If the practitioner decides

 2

that a copper IUD is suitable, then, in the U.S., there is only one option (PARAGARD). The practitioner will prescribe PARAGARD without consideration of the brand name. The practitioner is legally obligated to give a prescription independent of any biases due to relationships with companies. By law, a practitioner cannot prescribe a particular product due to their relationship with the product manufacturer or their preference to a certain brand.  Furthermore, the Company, being in the women’s healthcare business and like its market participants, already has relationships with most if not all of the practitioners.

▪Trade name: The product trade name will only be used to market the existing PARAGARD product; thus, its remaining economic life is the same as that of the PARAGARD product. This is consistent with the treatment of the PARAGARD trade name when it was acquired in 2008 as a part of Teva’s acquisition of Barr Pharmaceuticals. Additionally, there are no plans to develop future products that could use this brand name and there is also only this single product using the PARAGARD brand name as there is not a suite of products available. There is only the one, single IUD and no derivations (i.e. different strengths or lengths of use, etc.).

Quantitative Evaluation

The Company quantified the impact of amortization expenses of intangibles on gross profit in the consolidated statements of income for fiscal years 2023, 2022 and 2021. Our total consolidated revenue in fiscal years 2023, 2022, and 2021 was $3,593.2 million, $3,308.4 million and $2,922.5 million, respectively. As discussed above, we have excluded amortization of the composite intangible asset because it is impracticable to bifurcate the developed technology component from the composite intangible asset. Accordingly, the classification of amortization expense related to the total composite intangible asset to operating expenses is deemed appropriate. The amortization expenses related to developed technology from other acquisitions approximated 1% of our total consolidated revenue in fiscal years 2023, 2022, and 2021.

Based on our analysis above, the trends in gross margin are not materially distorted. Also, there is no impact to operating margin and EPS in any given year.

Qualitative Evaluation

We considered the following when assessing whether amortization expense related to developed technology is considered material to our consolidated statements of income.

1.Whether the item masks a change in earnings or other trends, hides a failure to meet analysts’ consensus expectations for the enterprise, or changes a loss into income or vice versa

The fully burdening of gross profit with amortization expense related to technology does not impact our earnings. Given the developed technology is not material, the trends in gross margin are not materially distorted. Analysts’ consensus expectations for the enterprise are set at the revenue and EPS levels, which are not impacted by technology-related amortization

 3

expense at the gross profit level. Additionally, the non-GAAP operating margin reviewed by the analysts do not include amortization expense.

2.Whether the item affects the registrant’s compliance with regulatory requirements, loan covenants or other contractual requirements

The item does not affect our compliance with regulatory requirements, loan covenants and any other contractual requirements.

3.Whether the item has the effect of increasing management's compensation – for example, by satisfying requirements for the award of bonuses or other forms of incentive compensation

Neither GAAP or non-GAAP gross margin is considered in the assessment of  management’s compensation.

4.Whether the item involves concealment of an unlawful transaction

The item does not involve concealment of an unlawful transaction.

5.Whether the item arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate

There is no estimate involved in calculating the amortization expense of the intangible assets. It is impracticable for us to bifurcate the composite intangible asset. The amortization expense that should be included in cost of sales (i.e. amortization expense related to technology) is a precise measure.

6.Whether the item concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability

We assess a segment’s operations and profitability at the operating income level, which is consistent with our segment disclosure. The item has no impact on how we assess the operations and profitability of the CooperSurgical segment.

Conclusion

Based on our analysis above, we have determined that the financial impact of not fully burdening gross profit with amortization of intangibles is not material, either quantitatively or qualitatively, for the fiscal years 2023, 2022, and 2021.

Note 1. Organization and Significant Accounting Policies

Revenue Recognition

2.     We note your response to comment 2. Considering the significance of total consolidated revenue to the Consolidated Statements of Income and the other financial statements provided, please provide us with a comprehensive materiality analysis prepared in accordance with SAB Topic 1:M to clearly demonstrate that your service revenues are immaterial to your consolidated financial statements, including the amount of revenues and associated costs and income being recognized for each period presented including your subsequent interim periods. Also, provide us with your accounting policy for your

 4

revenues. To the extent that you conclude the service revenues are material to your consolidated financial statements, we continue to request that you provide the disclosures for revenues related to the various services you provide including (a) identification of the performance obligations (i.e., when typically satisfied, significant payment terms, nature of goods and services, obligations for returns, refunds, and other similar obligations, and types of warranties and related obligations) with reference to ASC 606-10-50-12 and 50-12A, (b) significant judgments for the method used to recognize revenue over time and why the method faithfully depicts the transfer of the services with reference to ASC 606-10-50-18, and (c) variable consideration and any other obligations with reference to ASC 606-10-50- 20.

Response:

We respectfully acknowledge the Staff’s comment. Below is our full materiality analysis in accordance with SAB Topic 1:M. We respectfully decline to provide the amount of service revenues and associated costs and income being recognized for each period presented including our subsequent interim periods as we have determined that service revenues are not material to our consolidated statements of income and we have not previously disclosed such amounts in any investor presentation or analysts call. We will continue to monitor the impact of service revenues to our consolidated financial statements and will provide the disclosures for revenue related to services as necessary. Please see our accounting policy for revenues attached as Exhibit A to this letter.

Materiality Assessment

Quantitative Evaluation

The Company quantified the impact of service revenues on the consolidated statements income for fiscal years 2023, 2022 and 2021. Our total consolidated revenue in fiscal years 2023, 2022, and 2021 was $3,593.2 million, $3,308.4 million and $2,922.5 million, respectively. Article 5-03(b) of Regulation S-X states that each class of income which is not more than 10 percent of total consolidated revenue may be combined with another class of income and the related costs and expenses shall be combined in the same manner. Service revenues comprised less than 10% of the Company’s revenues in the fiscal years 2023, 2022, and 2021. Services also account for a similar portion of operating income and net income for each period in which service revenue is generated.

Qualitative Evaluation

We considered the following considerations when assessing whether service revenue is considered material to our consolidated statements of income.

1.Whether the item concerns a segment or other portion of the registrant's business that has been identified as playing a significant role in the registrant's operations or profitability

 5

The Company has two operating segments: CooperVision and CooperSurgical. Service revenue is included in both segments with the majority of it being in CooperSurgical. From an operational standpoint, CooperSurgical product and service offerings are intertwined because our broad portfolio of products and services work together to aid health care professionals in the diagnosis and treatment of a wide spectrum of women’s health and reproductive issues.

Our cost structuring for products and services tend to align despite having different types of costs for products versus services. From a cost of sales perspective, products mainly include the costs of the actual medical devices versus services include items like collection kits, lab tests, costs associated with gamete donation sites, etc. From an operating expense perspective, since product and service offerings are intertwined, the majority of selling and marketing costs tend to be shared between products and services. Services also have some selling expenses that products might not have such as employee costs involved in providing consultation to customers. However, taken as a whole, operating expenses related to products and services tend to trend closely. As such, we do not see significant differentiation in amount of costs between products versus services at the gross margin and operating margin levels.

In short, service revenue does not alter the way we assess operations and profitability at the segment or the consolidated level.

2.Whether the item masks a change in earnings or other trends, hides a failure to meet analysts' consensus expectations for the enterprise, or changes a loss into income or vice versa

Service revenue does not mask a change in earnings or other trends or change a loss into income or vice versa because as explained above it consistently accounts for less than 10% of total consolidated performance at the net sales, gross margin and operating margin level. Analysts’ consensus expectations for the enterprise is set at the total consolidated level for net sales and non-GAAP EPS. As such, service revenue does not impact our ability to meet analysts’ consensus expectations.

3.Whether the item arises from an item capable of precise measurement or whet

July 16, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
Form 8-K Filed May 30, 2024
Response Letter Dated July 8, 2024
File No. 001-08597
Dear Brian G. Andrews:
            We have reviewed your July 8, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 6, 2024 letter.
Form 10-K for Fiscal Year Ended October 31, 2023
Consolidated Statements of Income
We note your response to comment 1.  Given that you initially stated in your response
letter dated May 22, 2024 related to comment 3 that you would revise the cost of sales
line item to include the parenthetical to note that it excludes amortization of intangibles
and remove the gross profit subtotal and now have concluded that the missing
amortization of intangibles is immaterial and will no longer comply with the requirements
in Item 10(e)(1)(ii)(C) of Regulation S-K and SAB Topic 11:B, please provide us with
your full materiality analysis in accordance with SAB Topic 1:M that includes how you
calculated the amount of excluded intangible asset amortization given that a portion of the
composite intangible asset includes a technology component.

 1.

July 16, 2024
Page 2

Note 1. Organization and Significant Accounting Policies
Revenue Recognition
2.We note your response to comment 2.  Considering the significance of total consolidated
revenue to the Consolidated Statements of Income and the other financial statements
provided, please provide us with a comprehensive materiality analysis prepared in
accordance with SAB Topic 1:M to clearly demonstrate that your service revenues are
immaterial to your consolidated financial statements, including the amount of revenues
and associated costs and income being recognized for each period presented including
your subsequent interim periods.  Also, provide us with your accounting policy for your
revenues.  To the extent that you conclude the service revenues are material to your
consolidated financial statements, we continue to request that you provide the disclosures
for revenues related to the various services you provide including (a) identification of the
performance obligations (i.e., when typically satisfied, significant payment terms, nature
of goods and services, obligations for returns, refunds, and other similar obligations, and
types of warranties and related obligations) with reference to ASC 606-10-50-12 and 50-
12A, (b) significant judgments for the method used to recognize revenue over time and
why the method faithfully depicts the transfer of the services with reference to ASC 606-
10-50-18, and (c) variable consideration and any other obligations with reference to ASC
606-10-50- 20.

Form 8-K Filed May 30, 2024
Exhibit 99.1
3.We note your response to comment 7 that the $106.5 million and $42.3 million intra-
entity asset transfers adjustment to arrive at non-GAAP Net Income is to realize the
income tax benefit based on the amortization of these assets.  Please provide us with a
more comprehensive understanding of what the nature of this adjustment is, what you are
trying to convey with it, and how the amount is determined for each period presented.  As
part of your response, tell us your consideration of the guidance in Question 100.04 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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Document

[Letterhead]

July 8, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated June 6, 2024
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 10-Q for Fiscal Quarter Ended April 30, 2024

Filed May 31, 2024

Form 8-K Filed May 30, 2024
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated June 6, 2024, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2023, the Company’s Form 10-Q for the fiscal quarter ended April 30, 2024 and the Company’s Form 8-K filed May 30, 2024.

For ease of review, we have set forth below each of the Staff’s comments in bold type followed by the Company’s responses thereto.

Form 10-Q for Fiscal Quarter Ended April 30, 2024

Consolidated Condensed Statements of Income and Comprehensive Income, page 3

1.We note your response to comment 3. You may not present non-GAAP measures on the face of your statements of income. Please remove the inclusion of the gross profit line and include the notation next to the Cost of sales title that it excludes amortization of intangibles. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K and SAB Topic 11:B for guidance.

Response:

We respectfully acknowledge the Staff’s comment but we believe that our existing presentation of gross profit is in accordance with US GAAP. As indicated in our responses to the Staff’s letter dated April 8, 2024, the amortization expenses related to technology, which would be considered costs of sales, approximated only 1% of our total consolidated revenue in fiscal years 2023, 2022 and 2021. While the technology component was neither bifurcated from the total value of the composite intangible asset at the time of its purchase, nor can it be bifurcated now, the technology related to PARAGARD had been around for more than 30 years at the time of its purchase in 2018 (see further details in our response to comment #3); therefore, it would not represent a substantial amount of remaining value. Taken as a whole, the total amortization expenses related to technology would not be considered material to our financial statements. ASC 105-10-05-6 indicates “the provisions of the Codification need not be applied to immaterial items.”

We appreciate the concerns the Staff has raised in terms of sending conflicting messages to the investors. If removing gross profit subtotal can potentially imply that our GAAP gross profit is not in accordance with US GAAP, we will retain the “Gross profit” subtotal on the face of our statements of income.

Form 10-K for Fiscal Year Ended October 31, 2023

Note 1. Organization and Significant Accounting Policies

Revenue Recognition, page 63

2.     We note your response to comment 4. While we understand your service revenues may be less than 10% of total consolidated revenue, please tell us the impact service revenues are having on operating income and net income for each period in which service revenues are generated. To the extent that service revenues are material to your operating results, please provide the disclosures for revenues related to the various services you provide including (a) identification of the performance obligations (i.e., when typically satisfied, significant payment terms, nature of goods and services, obligations for returns, refunds, and other similar obligations, and types of warranties and related obligations) with reference to ASC 606-10-50-12 and 50-12A, (b) significant judgments for the method used to recognize revenue over time and why the method faithfully depicts the transfer of the services with reference to ASC 606-10-50-18, and (c) variable consideration and any other obligations with reference to ASC 606-10-50-20.

Response:

We respectfully acknowledge the Staff’s comment. As previously noted, service revenue is less than 10% of total consolidated revenue; it also accounts for a similar portion of operating income and net income for each period in which service revenue is generated. As such, service revenues are not material to our operating results and we believe no additional disclosures for revenues are required.

Note 4. Intangible Assets

Other Intangible Assets, page 71

 2

3.     We note your response to comment 3. We continue to request that you expand your disclosures to clarify the nature of the “Composite intangible asset” is, as the title does not clearly communicate the “major intangible asset class”. Refer to ASC 350-30-50-2.a.1. for guidance.

Response:

As mentioned in our initial response to the Staff’s letter dated April 8, 2024, the composite intangible asset disclosed in Note 4. Intangible Assets to the Consolidated Financial Statements included in our Form 10-K for the fiscal year ended October 31, 2023 was related to the acquisition of PARAGARD. PARAGARD is the only non-hormonal intrauterine device (IUD) in the U.S. market. IUDs require new drug application (NDA) approval to be sold in the United States and the approval is nontransferable to any other product. The approval was received in 1984, and the technology related to the product has been the same for over 40 years. Over the past 40 years, the PARAGARD trade name has become familiar to medical practitioners as well as end patients. It takes a vast network of practitioners along with marketing efforts focusing on patient’s and physician’s awareness and education to sell the product. While the trade name, as well as the physician relationships, assist in educating customers about the product, the ultimate purchasing decision is made based on the functionality of the PARAGARD product and its benefit to the patient. For example, a copper IUD cannot be prescribed if the patient has structural abnormality of the womb or pelvic infection. If the practitioner decides that a copper IUD is suitable, then PARAGARD is the only option available in the United States. The practitioner is legally obligated to give a prescription independent of any biases due to relationships with pharmaceutical companies. Taken as a whole, there is no reasonable or supportable way for us or a market participant to separate cash flows attributable to any one of the components. As technology, trade name, NDA approval and physician relationships are inextricably linked, a composite asset inclusive of all these components was identified as a primary asset acquired. It is common practice in the life science/medical device industry for a market participant to value intangible assets under a portfolio approach given the composite asset components are all needed to work in unison for there to be a marketable product.

The title “Composite intangible asset” indicates the existence of only one asset in this category and the word “composite” aims to clarify that the asset is different from the other major intangible asset classes. For further clarification, starting in our Form 10-Q for the fiscal quarter ending July 31, 2024, we will include a footnote underneath the intangible assets table for “Composite intangible asset” as follows:

Composite intangible asset consists of technology, trade name, New Drug Application (NDA) approval and physician relationships. The components are not reflected separately or within the corresponding categories because they are inextricably linked.

Form 8-K Filed May 30, 2024

Exhibit 99.1

4.     We note that you continue to refer to acquisition and integration costs as exceptional or unusual within the Financial Guidance section. We also note your characterization of business disruptions from natural causes, litigation matters and other items as “one-time”.

 3

With reference to comment 8, please revise your characterization of these types of adjustments. Refer to Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for guidance.

Response:

We respectfully acknowledge the Staff’s comment and we confirm that we will revise in future earnings release filings, beginning with our earnings release for the third quarter of fiscal 2024, the description "other exceptional or unusual" consistent with the guidance in Question 102.03 of the Staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures. The use of italics below indicates existing disclosures, the use of strike-through indicates proposed deletions and the use of bold indicates additions.

Non-GAAP diluted earnings per share guidance excludes amortization and impairment of intangible assets, and other exceptional or unusual certain income or gains and charges or expenses including acquisition and integration costs which we may incur as part of our continuing operations.

5.     We note your reconciliation of non-GAAP gross profit and margin along with your response to comment 3. As cost of sales is not fully burdened, the GAAP gross profit you present is not in accordance with US GAAP. If you continue to present non-GAAP gross profit and margin, you will need to present with equal or greater prominence and reconcile from fully burdened gross profit and margin measures prepared in accordance with US GAAP. Refer to Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation S-K for guidance.

Response:

We respectfully acknowledge the Staff’s comment but we believe that our existing GAAP gross profit is in accordance with US GAAP as explained in comment #1. We will continue to present non-GAAP gross profit and margin and provide a reconciliation to these non-GAAP measures starting from GAAP gross profit and margin.

6.     As previously requested in comment 10, please expand the footnote disclosures to quantify the components of the adjustment when the adjustment is broad and includes multiple types of adjustments (e.g., footnotes (1), (2), (4), and (7)). Please provide us with the revised presentation for fiscal years 2023 and 2022 along with the six-months for fiscal years 2024 and 2023. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

Response:

We respectfully acknowledge the Staff’s comment and will in the future expand the footnote disclosure to quantify the components of the adjustments where applicable. Attached as Exhibit A is the revised presentation for fiscal years 2023 and 2022 along with the first six months for fiscal years 2024 and 2023.

7.     We note that in each period presented you include an adjustment to your tax provision for intra-entity asset transfers. Please provide us with a comprehensive explanation as to the

 4

nature of this adjustment. In this regard, it does not appear that you have a corresponding item in your effective tax rate reconciliation.

Response:

In November 2020, the Company completed an intra-group transfer of certain intellectual property and related assets to a UK subsidiary as part of a group restructuring to establish headquarters operations in the UK. The transfer resulted in a step-up of the UK tax-deductible basis in the intellectual property and goodwill, creating a temporary difference between the book basis and the tax basis of these assets. In accordance with US GAAP, we immediately recognized a deferred tax asset of $1,987.9 million, with a corresponding income tax benefit disclosed in the rate reconciliation, in fiscal year 2021. The non-GAAP adjustments reversed the immediate income tax benefit in fiscal year 2021 and began realizing the benefit based on amortization of these assets.

* * *

 5

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at [ ò ] [or by email at bandrews@cooperco.com] with any questions or comments regarding this correspondence.

Sincerely,

Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
The Cooper Companies, Inc.

cc:    Nicholas Khadder, The Cooper Companies, Inc.

    Tad Freese, Latham & Watkins LLP

 6

Exhibit A

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

GAAP to Non-GAAP Reconciliation

Gross Margin, Operating Margin, and EPS

 Three Months Ended October 31, Twelve Months Ended October 31,

(In millions)

 2023 Margin % 2022 Margin % 2023 Margin % 2022 Margin %

GAAP Gross Profit $ 606.5   65  % $ 536.6   63  % $ 2,357.9   66  % $ 2,139.6   65  %

Acquisition and integration-related charges (1)

 7.0   1  % 3.9   1  % 15.0   —  % 8.6   —  %

Exit of business (2)

 2.5   —  % 7.6   1  % 7.6   —  % 33.2   1  %

Medical device regulations (3)

 0.8   1  % —   —  % 3.7   —  % —   —  %

Business optimization charges (4)

 1.6   —  % 2.9   —  % 2.4   —  % 6.7   —  %

Total 11.9   2  % 14.4   2  % 28.7   —  % 48.5   1  %

Non-GAAP Gross Profit 618.4   67  % 551.0   65  % 2,386.6   66  % 2,188.1   66  %

 Three Months Ended October 31, Twelve Months Ended October 31,

(In millions)

 2023 Margin % 2022 Margin % 2023 Margin % 2022 Margin %

GAAP Operating Income $ 135.7   15  % $ 103.5   12  % $ 533.1   15  % $ 507.6   15  %

Amortization of acquired intangibles 46.5   5  % 46.0   5  % 186.2   5  % 179.5   5  %

Acquisition and integration-related charges (1)

 21.5   3  % 21.1   3  % 57.3   1  % 48.9   2  %

Exit of business (2)

 13.6   1  % 9.2   1  % 18.8   1  % 41.2   1  %

Medical device regulations (3)

 5.0   —  % —   —  % 17.9   1  % —   —  %

Business optimization charges (4)

 2.9   —  % 5.4   1  % 18.7   —  % 5.4   —  %

Acquisition termination fee (5)

 —   —  % —   —  % 45.0   1  % —   —  %

Release of contingent liability (6)

 —   —  % —   —  % (31.8)  (1) % (12.2)  —  %

Other (7)

 1.3   —  % 3.0   —  % 5.6   1  % 11.9   1  %

Total  90.8   9  % 84.7   10  % 317.7   9  % 274.7   9  %

Non-GAAP Operating Income 226.5   24  % 188.2   22  % 850.8   24  % 782.3   24  %

 7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

GAAP to Non-GAAP Reconciliation

Gross Margin, Operating Margin, and EPS

 Three Months Ended October 31, Twelve Months Ended October 31,

(In millions, except per share amounts)

 2023 EPS 2022 EPS 2023 EPS 2022 EPS

GAAP Net Income $ 84.5   $ 1.70   $ 65.6   $ 1.32   $ 294.2   $ 5.91   $ 385.8   $ 7.76

Amortization of acquired intangibles 46.5   0.93   46.0   0.93   186.2   3.74   179.5   3.61

Acquisition and integration-related charges (1)

 21.5   0.42   21.1   0.42   57.3   1.15   48.9   0.98

Exit of business (2)

 13.6   0.26   9.2   0.19   18.8   0.38   41.2   0.84

Medical device regulations (3)

 5.0   0.10   —   —   17.9   0.36   —   —

Business optimization charges (4)

 2.9   0.06   5.4   0.11   18.7   0.38   5.4   0.11

Acquisition termination fee (5)

 —   —   —   —   45.0   0.90   —   —

Release of contingent liability (6)

 —   —   —   —   (31.8)  (0.64)  (12.2)  (0.25)

Gain on deconsolidation of SGV (8)

 —   —   —   —   —   —   (57.4)  (1.15)

Other (7)

 2.9   0.06   4.7   0.09   11.9   0.24   27.3   0.55

Tax effects related to the above items (32.4)  (0.65)  (17.0)  (0.34)  (86.5)  (1.74)  (43.7)  (0.88)

Intra-entity asset transfers (9)

 28.7   0.58   1.4   0.03   106.5   2.14   42.3   0.85

Total  88.7   1.76   70.8   1.43   344.0   6.91   231.3   4.66

Non-GAAP Net Income $ 173.2   $ 3.47   $ 136.1   $ 2.75   $ 638.3   $ 12.81   $ 617.0   $ 12.42

Weighted average diluted shares used 49.9  49.6  49.8  49.7

(1) Charges include the direct effects of acquisition accounting, such as amortization of inventory fair value step-up, acquisition-related professional services fees, regulatory fees and changes in fair value of contingent considerations, and items related to integrating acquired businesses, such as redundant personnel costs for transitional employees, other acquired employee related costs, and integratio

United States securities and exchange commission logo
June 6, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
Form 10-Q for Fiscal Quarter Ended April 30, 2024
Form 8-K Filed May 30, 2024
File No. 001-08597
Dear Brian G. Andrews:
            We have reviewed your May 22, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 8, 2024 letter.
Form 10-Q for Fiscal Quarter Ended April 30, 2024
Consolidated Condensed Statements of Income and Comprehensive Income, page 3
1.We note your response to comment 3.  You may not present non-GAAP measures on the
face of your statements of income.  Please remove the inclusion of the gross profit line
and include the notation next to the Cost of sales title that it excludes amortization of
intangibles. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K and SAB Topic 11:B for
guidance.
Form 10-K for Fiscal Year Ended October 31, 2023
Note 1. Organization and Significant Accounting Policies
Revenue Recognition, page 63
2.We note your response to comment 4.  While we understand your service revenues may

 FirstName LastNameBrian G. Andrews
 Comapany NameCOOPER COMPANIES, INC.
 June 6, 2024 Page 2
 FirstName LastNameBrian G. Andrews
COOPER COMPANIES, INC.
June 6, 2024
Page 2
be less than 10% of total consolidated revenue, please tell us the impact service revenues
are having on operating income and net income for each period in which service revenues
are generated.  To the extent that service revenues are material to your operating results,
please provide the disclosures for revenues related to the various services you provide
including (a) identification of the performance obligations (i.e., when typically satisfied,
significant payment terms, nature of goods and services, obligations for returns, refunds,
and other similar obligations, and types of warranties and related obligations) with
reference to ASC 606-10-50-12 and 50-12A, (b) significant judgments for the method
used to recognize revenue over time and why the method faithfully depicts the transfer of
the services with reference to ASC 606-10-50-18, and (c) variable consideration and any
other obligations with reference to ASC 606-10-50-20.
Note 4. Intangible Assets
Other Intangible Assets, page 71
3.We note your response to comment 3.  We continue to request that you expand your
disclosures to clarify the nature of the “Composite intangible asset” is, as the title does not
clearly communicate the “major intangible asset class”.  Refer to ASC 350-30-50-2.a.1.
for guidance.
Form 8-K Filed May 30, 2024
Exhibit 99.1
4.We note that you continue to refer to acquisition and integration costs as exceptional or
unusual within the Financial Guidance section.  We also note your characterization of
business disruptions from natural causes, litigation matters and other items as “one-time”.
With reference to comment 8, please revise your characterization of these types of
adjustments.  Refer to Question 102.03 of the Compliance and Disclosure Interpretations
for Non-GAAP Financial Measures for guidance.
5.We note your reconciliation of non-GAAP gross profit and margin along with your
response to comment 3.  As cost of sales is not fully burdened, the GAAP gross profit you
present is not in accordance with US GAAP.  If you continue to present non-GAAP gross
profit and margin, you will need to present with equal or greater prominence and reconcile
from fully burdened gross profit and margin measures prepared in accordance with US
GAAP.  Refer to Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation S-K for guidance.
6.As previously requested in comment 10, please expand the footnote disclosures to
quantify the components of the adjustment when the adjustment is broad and includes
multiple types of adjustments (e.g., footnotes (1), (2), (4), and (7)).  Please provide us with
the revised presentation for fiscal years 2023 and 2022 along with the six-months for
fiscal years 2024 and 2023.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
7.We note that in each period presented you include an adjustment to your tax provision for
intra-entity asset transfers.  Please provide us with a comprehensive explanation as to the

 FirstName LastNameBrian G. Andrews
 Comapany NameCOOPER COMPANIES, INC.
 June 6, 2024 Page 3
 FirstName LastName
Brian G. Andrews
COOPER COMPANIES, INC.
June 6, 2024
Page 3
nature of this adjustment.  In this regard, it does not appear that you have a corresponding
item in your effective tax rate reconciliation.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

Document

[Letterhead]

May 22, 2024

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:     Tracey Houser

        Terence O’Brien

Re:    The Cooper Companies, Inc.
Responses to Letter dated April 8, 2024
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 8-K Filed December 7, 2023
File No. 001-08597

To the addressees set forth above:

The Cooper Companies, Inc. (the “Company”) is transmitting this letter in response to comments received from the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated April 8, 2024, with respect to the Company’s Form 10-K for the fiscal year ended October 31, 2023 and the Company’s Form 8-K filed December 7, 2023.

For ease of review, we have set forth below the Staff’s comment in bold type followed by the Company’s responses thereto.

Form 10-K for Fiscal Year Ended October 31, 2023

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

Critical Accounting Estimates, page 53

1.The disclosures you have provided for each of your identified critical estimates appear to provide investors with a discussion as to how you are accounting for these items in accordance with US GAAP and are similar to your significant accounting policies disclosures rather than providing investors with an understanding as to what the critical estimates being made are and how the uncertainty associated with those estimates may impact your consolidated financial statements. Please revise the disclosures for each of your critical estimates made in preparing your consolidated financial statements to comply with the guidance in Section 501.14 of the Financial Reporting Codification. Ensure your disclosures sufficiently explain to investors what each critical estimate is; the uncertainties associated with the critical estimates; the methods and assumptions used to make the

critical estimates, including an explanation as to how you arrived at the assumptions used; the events or transactions that could materially impact the assumptions made; and how reasonably likely changes to those assumptions could impact your consolidated financial statements. Provide investors with quantified information to the extent meaningful and available.

Response:

In future filings, the Company will enhance its disclosure regarding its critical estimates, including, but not limited to, the identification of the critical estimates and, where applicable, the uncertainties associated with the critical estimates, the methods and assumptions used to make the critical estimates, including an explanation as to how the Company arrived at the assumptions used; the events or transactions that could materially impact the assumptions made; and how reasonably likely changes to those assumptions could impact the Company’s consolidated financial statements. To the extent material and reasonably available, the Company will provide quantitative information. Such enhanced disclosures will be provided regarding revenue recognition, product discounts, business combinations and other areas.

Set forth below are examples of the revisions that the Company intends to implement in future filings based on our previously filed Form 10-K for the year ended October 31, 2023. The use of italics below indicates existing disclosures, the use of strike-through indicates proposed deletions and the use of bold indicates additions.

Revenue recognition - We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers and/or when services are rendered. Our payment terms are typically between 30 to 120 days. Provisions for certain rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are accounted for as variable consideration and recorded as a reduction in sales. Estimating these provisions requires judgment based on current and historical customer patterns related to these programs or contractual terms as described below.

Product discounts, including certain rebates, sales incentives, and volume discounts are granted based on terms of the arrangement with direct distribution customers and at times the indirect end consumer. We evaluate contractual terms, historical experience, and perform internal analysis to estimate total product discounts at the time revenue is recognized. Variations between our estimates and actual product discounts have not been material. CooperSurgical rebates are predominately related to the Medicaid rebate provision that is estimated based upon contractual terms, historical experience, and trend analysis which requires judgment due to the length of time between sale and reimbursement from Medicaid.

Sales returns are estimated and recorded based on historical sales return data. Promotional programs, such as cooperative advertising arrangements, are recorded in the same period as related sales. Reasonably likely changes to assumptions used to calculate the accruals for rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are not anticipated to have a material effect on the financial statements. We currently disclose the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact.

Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development (IPR&D), the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair values

 2

as defined by accounting standards related to fair value measurements. The fair value of the identifiable intangible assets is determined primarily using the “income approach.” Key assumptions routinely utilized in the allocation of the income approach to allocate the purchase price to intangible assets include risk-adjusted discount rates and projected financial information such as revenue projections, expected gross and operating margins for the acquired companies. The fair value of IPR&D also factors in probability assumptions about the stage of development and successful completion. As of the acquisition date, goodwill is measured as the excess of consideration given, over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill.

Income taxes - Income taxes are estimated based on enacted income tax laws and the results of operations in each jurisdiction. Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities. Judgment is required in measuring the value of deferred tax assets, which are reduced by a valuation allowance to the extent it is more likely than not the assets are not expected to be realized. These deferred tax assets are primarily tax credits and net operating loss carryforwards expected to expire before they can be claimed or deducted. Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not they are not expected to be realized. Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits. For uncertain tax positions, judgment is required in evaluating tax positions for uncertainty in the application of accounting guidance and tax laws. A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Consolidated Statements of Income, page 57

2.We note from your disclosures in Item 1. Business and from your revenue recognition accounting policy that you offer products and services to your customers. Please tell us what consideration was given to separately presenting net sales and cost of sales from products and from services. As part of your response, please provide us with such information for the periods presented. Refer to Article 5-03(b)(1) and (2) of Regulation S-X.

Response:

We respectfully acknowledge the Staff’s comment, but we have determined that the Company’s current aggregate revenue presentation is appropriate based on the guidance set forth in Rule 5-03(b) of Regulation S-X. Service revenue comprised less than 10% of the Company’s revenues in the fiscal years ended October 31, 2023, 2022, and 2021. As such, in accordance with Rule 5-03(b), service revenue and any related cost of sales have not been presented separately on the Company’s statements of operations. To the extent the percentage of our service revenue exceeds 10% of total revenue, we will modify the presentation.

3.We note that you are presenting amortization of intangible separately and also presenting a gross profit measure. Please tell us your consideration of the guidance in SAB Topic 11:B and how you concluded that the gross profit measure is fully burdened. As part of your response, please confirm that you will expand your disclosures in Note 4 to clarify what the

 3

composite intangible asset represents and why the components are not reflected separately or within the corresponding categories already presented.

Response:

Excluding the composite intangible asset, 73% of our gross intangible assets balance was related to trademarks, customer relationships, and licenses and distribution rights and other. The amortization of intangible assets excluding the composite intangible asset would be primarily operating expenses given the nature of the intangible assets. The amortization expenses related to technology, which would be considered cost of sales, approximated 1% of our total consolidated revenue in fiscal year 2023, 2022, and 2021. While we were not able to bifurcate the amortization of the composite intangible asset between cost of sales and operating expenses, we considered the majority of the amortization expense to burden operating expenses and our presentation reflected that determination. In future filings, starting with the Consolidated Statements of Income included in our Form 10-K for the fiscal year ending October 31, 2024, the Company will update its income statement presentation to revise “Cost of sales” to “Cost of sales (excluding amortization of intangibles)” and remove the “Gross profit” subtotal line.

The composite intangible asset disclosed in Note 4. Intangible Assets to the Consolidated Financial Statements included in our Form 10-K for the fiscal year ended October 31, 2023 was related to the acquisition of PARAGARD, which closed in our fiscal year ended October 31, 2018. In Note 2. Acquisitions to the Consolidated Financial Statements included in our Form 10-Ks for the fiscal years ended October 31, 2018 and 2019, and in Note 3. Acquisitions to the Consolidated Financial Statements included in our Form 10-K for the fiscal year ended October 31, 2020, we have disclosed that the composite intangible asset “consists of technology, trade name, New Drug Application (NDA) approval and physician relationships” and noted that the components are not reflected separately or within the corresponding categories was because “they are inextricably linked.” We reviewed the disclosure requirements under ASC 805 and 350 and note that such historical disclosure satisfied the disclosure requirements in the period of acquisition and therefore, provided sufficient information to investors. As such, we respectfully submit that continuing this disclosure for the remaining life of the asset is not required given relevant disclosure has been made historically.

Note 1. Organization and Significant Accounting Policies
Revenue Recognition, page 63

4.We note that with the acquisition of Generate Life Sciences on December 17, 2021, you began offering donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell storage (cord blood & cord tissue) services. Please expand your revenue recognition policy to provide the disclosures for revenues related to the various services you provide including identification of the performance obligations (i.e., when typically satisfied, significant payment terms, nature of goods and services, obligations for returns, refunds, and other similar obligations, and types of warranties and related obligations) with reference to ASC 606-10-50-12 and 50-12A, significant judgments

 4

for the method used to recognize revenue over time and why the method faithfully depicts the transfer of the services with reference to ASC 606-10-50-18, variable consideration and any other obligations with reference to ASC 606-10-50-20.

Response:

We respectfully acknowledge the Staff’s comment and, based on the ASC 606 disclosure requirements, we believe that the Company’s disclosure of its revenue recognition policy is appropriate. As part of satisfying ASC 805 Business Combinations disclosure requirements, we disclosed that Generate Life Sciences (“Generate”) revenues for the period from the acquisition date to October 31, 2022, were $249.5 million, which accounted for 8% of the Company’s total consolidated revenue in fiscal year 2022. Also, as disclosed in our response to Comment #2 above, service revenue accounted for less than 10% of our total consolidated revenue in fiscal year 2023. Taking into account the magnitude of revenue and the deferred revenue balance, we previously included disclosures related to the majority of the deferred revenue balance in the 10-K for the fiscal year ended October 31, 2023 which explained the nature of the service and pattern of recognizing the related revenue in accordance with the disclosure requirements in ASC 606 Revenue from Contracts with Customers.

The ASC 606-10-50-12 and 50-12A, ASC 606-10-50-18 and ASC 606-10-50-20 disclosure requirements center around the identification of separate performance obligations, timing of when these performance obligations are satisfied and how we calculate and allocate the transaction price to these performance obligations. Our business is relatively straightforward, as the majority of significant customer contracts are for either products or services, with services being a much smaller component. While we believe that our current disclosure appropriately satisfies the requirements while providing a holistic view of the components of the contracts with customers that have significant impacts to revenue recognition, we will make a slight modification to existing disclosure as follows:

For each contract, the Company considers the promise to transfer products or render services, each of which is distinct, to be the identified performance obligations.

We will also slightly modify our revenue recognition policy disclosure to reflect that revenue from service sales are recognized when services are rendered, whether at a point in time or over time.

Note 3. Acquisitions and Joint Venture
Joint Venture, page 70

5.We note that in connection with the sale of a 50% interest in SGV to Essilor in March 2022 for $52.1 million, the creation of a new joint venture in which each party contributed their interest in SGV along with a $10 million cash payment, you

United States securities and exchange commission logo
April 8, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re:COOPER COMPANIES, INC.
Form 10-K for Fiscal Year Ended October 31, 2023
Filed December 8, 2023
Form 8-K Filed December 7, 2023
File No. 001-08597
Dear Brian G. Andrews:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended October 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Estimates, page 53
1.The disclosures you have provided for each of your identified critical estimates appear to
provide investors with a discussion as to how you are accounting for these items in
accordance with US GAAP and are similar to your significant accounting policies
disclosures rather than providing investors with an understanding as to what the critical
estimates being made are and how the uncertainty associated with those estimates may
impact your consolidated financial statements. Please revise the disclosures for each of
your critical estimates made in preparing your consolidated financial statements to comply
with the guidance in Section 501.14 of the Financial Reporting Codification. Ensure your
disclosures sufficiently explain to investors what each critical estimate is; the uncertainties
associated with the critical estimates; the methods and assumptions used to make the
critical estimates, including an explanation as to how you arrived at the assumptions used;

 FirstName LastNameBrian G. Andrews
 Comapany NameCOOPER COMPANIES, INC.
 April 8, 2024 Page 2
 FirstName LastNameBrian G. Andrews
COOPER COMPANIES, INC.
April 8, 2024
Page 2
the events or transactions that could materially impact the assumptions made; and how
reasonably likely changes to those assumptions could impact your consolidated financial
statements. Provide investors with quantified information to the extent meaningful and
available.
Consolidated Statements of Income, page 57
2.We note from your disclosures in Item 1. Business and from your revenue recognition
accounting policy that you offer products and services to your customers.  Please tell us
what consideration was given to separately presenting net sales and cost of sales from
products and from services. As part of your response, please provide us with such
information for the periods presented. Refer to Article 5-03(b)(1) and (2) of Regulation S-
X.
3.We note that you are presenting amortization of intangible separately and also presenting
a gross profit measure.  Please tell us your consideration of the guidance in SAB Topic
11:B and how you concluded that the gross profit measure is fully burdened.  As part of
your response, please confirm that you will expand your disclosures in Note 4 to clarify
what the composite intangible asset represents and why the components are not reflected
separately or within the corresponding categories already presented.
Note 1. Organization and Significant Accounting Policies
Revenue Recognition, page 63
4.We note that with the acquisition of Generate Life Sciences on December 17, 2021, you
began offering donor egg and sperm for fertility treatments, fertility cryopreservation
services and newborn stem cell storage (cord blood & cord tissue) services.  Please
expand your revenue recognition policy to provide the disclosures for revenues related to
the various services you provide including identification of the performance obligations
(i.e., when typically satisfied, significant payment terms, nature of goods and services,
obligations for returns, refunds, and other similar obligations, and types of warranties and
related obligations) with reference to ASC 606-10-50-12 and 50-12A, significant
judgments for the method used to recognize revenue over time and why the method
faithfully depicts the transfer of the services with reference to ASC 606-10-50-18, variable
consideration and any other obligations with reference to ASC 606-10-50-20.
Note 3. Acquisitions and Joint Venture
Joint Venture, page 70
5.We note that in connection with the sale of a 50% interest in SGV to Essilor in March
2022 for $52.1 million, the creation of a new joint venture in which each party contributed
their interest in SGV along with a $10 million cash payment, you remeasured the fair
value of your retained equity investment in the new joint venture at $90 million resulting
in the recognition of a $56.9 million gain.  Please tell us the facts and circumstances and
your consideration of the guidance in ASC 820 that lead you to concluded that your 50%

 FirstName LastNameBrian G. Andrews
 Comapany NameCOOPER COMPANIES, INC.
 April 8, 2024 Page 3
 FirstName LastNameBrian G. Andrews
COOPER COMPANIES, INC.
April 8, 2024
Page 3
ownership interest had a fair value of $90 million considering Essilor had just acquired the
other 50% for $52.1 million.
Note 6. Income Taxes, page 74
6.Please expand your disclosures to address the following:
•Revise your presentation of the components of your deferred tax assets and liabilities
to disclose the amount by type of asset or liability.  In this regard, we note your
presentation of foreign deferred tax assets and liabilities that does not communicate
to an investor the type of asset or liability.  Refer to ASC 740-10-50-6 for guidance.
•We note that you reduced the valuation allowance by $42 million, which was offset
by an increase of $2.6 million.  However, we did not note a reconciling item for these
changes in the effective tax rate reconciliation.  Please separately present the impact
of changes in the valuation allowance in accordance with ASC 740-10-50-12 and
Article 4-08(h)(2) of Regulation S-X given the significance to your provision for
income tax and net income.
•Disclose here or in the significant accounting policies footnote disclosure your
accounting policy election to provide for the tax on Global Intangible Low Taxed
Income (GILTI) earned by certain foreign subsidiaries.  In addition, disclose the
remaining amount of the one-time transition tax to be remitted.  In your fiscal year
2019 10-K, you stated that you intended to remit payment over an eight-year period.
Form 8-K Filed December 7, 2023
Exhibit 99.1
7.We note that you provide a discussion and analysis for your non-GAAP measures without
providing a discussion and analysis of the comparable US GAAP measure throughout the
earnings release. With reference to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures, ensure your disclosures, discussion and other presentations do not present,
discuss and/or analyze non-GAAP financial measures with more prominence than the
most directly comparable US GAAP measure.
8.We note your characterization of certain adjustments as unusual, including certain
litigation expense, gain or loss on deconsolidation of subsidiaries, changes in the fair
value of contingent consideration and product transition costs.  Please revise your
description of these types of adjustment to comply with the guidance in Question 102.03
of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
9.Please provide reconciliations for the percentage change in revenue on a constant currency
basis and organic basis, non-GAAP gross margin; non-GAAP operating margin; operating
expense excluding amortization; and net debt as required by Rule 100(a) of Regulation G
and Item 10(e)(1)(i)(B) of Regulation S-K.

 FirstName LastNameBrian G. Andrews
 Comapany NameCOOPER COMPANIES, INC.
 April 8, 2024 Page 4
 FirstName LastName
Brian G. Andrews
COOPER COMPANIES, INC.
April 8, 2024
Page 4
10.Please revise your reconciliations to begin with the most comparable US GAAP measure
and to separately present each material adjustment to the US GAAP measure. Provide
footnote disclosures describing what each adjustment represents and to quantify the
components of the adjustment when the adjustment is broad (e.g., restructuring charges or
acquisition-related expenses).  Refer to Item 10(e)(1)(i)(B) of Regulation S-K, Question
102.10(b) of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures, and the answer to Question 102.12 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
11.Please provide us with the components of Adjustment B for each period presented with
reference to your description of what types of costs are included in acquisition and
integration expenses.  To the extent that a portion of this adjustment relates to personnel
costs for transitional employees and other acquired employee related costs, provide us
with your consideration of the guidance in Question 100.01 of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.
12.Please provide a more comprehensive explanation for the adjustment to provision for
income taxes.  In this regard, we note that you made adjustments to fiscal year 2023 to
arrive at non-GAAP diluted earnings per share totaling $324 million but decreased the
provision for income taxes by $20.1 million without an explanation.  Refer to Question
102.11 of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

Mail Stop 3030
March 14, 2017

Via E -mail
Albert G. White, III
Execut ive Vice President and Chief Financial Officer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, California  94588

Re: The Cooper Companies, Inc.
 Form 10-K for the Fiscal Year Ended October 31, 2016
Filed December 22, 2016
File No. 001 -08597

Dear Mr. White :

We have completed our review of your filings.  We remind you that  the company and its
management  are responsible for the accuracy and adequacy of the ir disclosure , notwithstanding
any review, comments, action or absence of action by the s taff.

        Sincerely,

        /s/ Brian Cascio

 Brian Cascio
Accounting Branch Ch ief
 Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 March 8, 2017

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, DC 20549

Attn:
Brian Cascio

Accounting Branch Chief

Re:
The Cooper Companies, Inc.

Form 10-K for the Fiscal Year Ended October 31, 2016

Filed December 22, 2016

Form 8-K filed December 8, 2016

File No. 001-08597

 Dear Mr. Cascio,

This letter is the response of The Cooper Companies, Inc. (“we”, or the “Company”) to the comments contained in the Staff’s letter to
Albert G. White, III, the Company’s Executive Vice President, Chief Financial Officer and Chief Strategy Officer, dated 23 February, 2017. For ease of reference, we have set forth the Staff’s comments and our response for each item
below.

 Form 8-K filed December 8, 2016

Exhibit 99.1

 1. You disclose non-GAAP gross margin and operating margin on pages 1 to 3. In future filings when you present a non-GAAP measure please include a reconciliation to the most directly
comparable financial measure presented in accordance with GAAP as required by Item 10(e)(B) of Regulation S-K.

Response

 We note the Staff’s comment and included
in our earnings release filed on March 2, 2017, a reconciliation to the GAAP gross margin and GAAP operating margin presented in the notes to Reconciliation of Selected GAAP to Non-GAAP Results as shown
below in Items A and C.

 THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Reconciliation of Selected GAAP Results to Non-GAAP Results

(In millions, except per share amounts)

(Unaudited)

Three Months Ended January 31,

2017
GAAP

Adjustment

2017
Non-GAAP

2016
GAAP

Adjustment

2016
Non-GAAP

 Cost of sales

$
186.7

$
(1.3
) A

$
185.4

$
187.6

$
(14.0
) A

$
173.6

 Operating expense excluding amortization

$
204.9

$
(5.0
) B

$
199.9

$
188.4

$
(11.7
) B

$
176.7

 Amortization of intangibles

$
16.8

$
(16.8
) C

$
—

$
16.2

$
(16.2
) C

$
—

 Other expense, net

$
3.3

$
(0.2
) D

$
3.1

$
1.4

$
(0.5
) D

$
0.9

 Provision for (benefit from) income taxes

$
4.3

$
3.8
  E

$
8.1

$
(1.0
)

$
4.6
  E

$
3.6

 Diluted earnings per share attributable to Cooper stockholders

$
1.53

$
0.40

$
1.93

$
1.05

$
0.78

$
1.83

A
Our fiscal 2017 GAAP cost of sales includes $0.6 million of facility start-up costs in CooperVision; and $0.7 million of integration costs in CooperSurgical resulting in fiscal 2017 GAAP gross margin of 63% as
compared to fiscal 2017 non-GAAP gross margin of 63%. Our fiscal 2016 GAAP cost of sales included $11.3 million of charges primarily for product and equipment rationalization arising from the acquisition
of Sauflon, $2.3 million of facility start-up costs in CooperVision; and $0.4 million of integration costs in CooperSurgical resulting in fiscal 2016 GAAP gross margin of 58% as compared to fiscal 2016 non-GAAP gross margin of 61%.

B
Our fiscal 2017 GAAP operating expense includes $5.0 million in charges primarily related to acquisition and integration activities in CooperSurgical. Our fiscal 2016 GAAP operating expense includes $11.7 million
in charges primarily related to CooperVision’s integration and restructuring activities related to the acquisition of Sauflon and acquisition and integration costs in CooperSurgical.

C
Amortization expense was $16.8 million and $16.2 million for the fiscal 2017 and 2016 periods, respectively. Items A, B and C resulted in fiscal 2017 GAAP operating margin of 18% as compared to fiscal 2017 non-GAAP operating margin of 23%, and fiscal 2016 GAAP operating margin of 13% as compared to fiscal 2016 non-GAAP operating margin of 22%.

D
These amounts represent the loss on foreign exchange forward contracts related to acquisitions.

E
These amounts represent the increases in the provision for income taxes that arise from the impact of the above adjustments.

 2. We note that you present GAAP EPS and non-GAAP EPS on pages 1 to 3
of your earnings release. Please revise future earnings releases to indicate whether these amounts represent basic or diluted earnings per share.

Response

 We note the Staff’s comment and indicated
in our earnings release filed on March 2, 2017, where applicable, that amounts presented are diluted GAAP EPS and diluted non-GAAP EPS.

We acknowledge 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 foreclose 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.

 Please contact me if you have any further comments or need additional information with respect to the filing. Our
future filings will reflect our indicated responses, as applicable.

 Sincerely,

/s/ Albert G. White, III

 Albert G. White, III

 Executive Vice President, Chief Financial Officer and Chief Strategy Officer

cc:
Christopher Kaufman – Latham & Watkins

Mail Stop 3030
February 2 3, 2017

Via E -mail
Mr. Albert G. White, III
Execut ive Vice President and Chief Financial Officer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, California  94588

Re: The Cooper Companies, Inc.
 Form 10-K for the Fiscal Year Ended October 31 , 2016
Filed December 22, 2016
Form 8 -K filed December 8, 2016
File No. 001 -08597

Dear Mr. White :

We have limited our review of your filing 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 th ese comment s within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your  response to th ese comment s, we may have additional comments.

Form 8 -K filed December 8, 2016

Exhibit 99 .1

1. You disclose non -GAAP gross margin and operating margin on pages 1 to 3. In future
filings when you present a non -GAAP measure please include a reconciliation to the
most directly comparable financial measure presented in accordance with GAAP as
required by Item 10(e)(B) of Regulation S -K.

2. We note that you present GAAP EPS and non -GAAP EPS on pages 1 to 3 of your
earnings release. Please revise f uture earnings releases to indicate whether these amounts
represent basic or diluted earnings per share.

Alber t G. White, III
The Cooper Companies, Inc.
February 2 3, 2017
Page 2

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Julie Sherman  at (202) 551 -3640 or me at (202) 551 -3676  with any
questions.  You may also reach Martin James, Senior Assistant Chief Accountant, at (202) 551 -3671.

Sincerely,

            /s/ Brian Cascio

 Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

April 2, 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 19, 2014
 File No. 001 -08597

Dear Mr. Matz:

We have completed our review of your filings .  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any per son under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

        /s/Brian Cascio

Brian Cascio
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 Securities and Exchange Commission

March 30, 2015

 Page 1

 March 30, 2015

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, DC 20549

Attn:

Mr. Brian Cascio

Accounting Branch Chief

Re:

The Cooper Companies, Inc.

Form 10-K for Fiscal Year Ended October 31, 2014

Filed December 19, 2014

Form 8-K Dated and Filed March 5, 2015

File No. 001-08597

 Dear Mr. Cascio:

 This
letter is the response of The Cooper Companies, Inc. (“we,” or the “Company”) to the comments contained in the Staff’s letter to Greg Matz, the Company’s Chief Financial Officer and Chief Risk Officer, dated
March 19, 2015. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form 8-K Dated and
Filed 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.

 RESPONSE

 We note the Staff’s comment and will include in future earnings releases a discussion substantially to the following effect:

We define the non-GAAP measure of free cash flow as cash provided by operating activities less capital expenditures and adjusted for
acquisition-related costs. We believe free cash flow is useful for investors as an additional measure of liquidity because it represents cash flows that are available for repayment of debt, repurchases of our common stock or to fund our strategic
initiatives. Management uses free cash flow internally to understand, manage, make operating decisions and evaluate our business. In addition, we use free cash flow to help plan and forecast future periods.

 Securities and Exchange Commission

March 30, 2015

 Page 2

 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 forward 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 effort, you should identify the information that is unavailable and disclose probable significance.

RESPONSE

 We respectfully acknowledge the Staff’s
comment and will disclose in future earnings releases the most directly comparable GAAP measure, when available. If unavailable, we will provide an explanation of the types of information that are unavailable and the probable significance.

In the case of the Form 8-K dated March 5, 2015, guidance on GAAP earnings per share was not available as we were unable to quantify certain amounts that
would be required to be included in the GAAP measure due to the unknown effect, timing and potential significance of acquisition related, integration and restructuring charges and expenses. However, we were able to quantify the non-GAAP adjustment
for amortization of existing other intangible assets.

 In future earnings releases, beginning with our fiscal second quarter of 2015, we plan to replace
the tabular presentation of non-GAAP earnings per share with a discussion substantially similar to the following:

 The Company is raising
its fiscal year 2015 non-GAAP earnings per share guidance to $7.40 to $7.70 from $7.30 to $7.70. Our fiscal year 2015 guidance is adjusted to exclude amortization of existing other intangible assets of approximately $49 million, or $0.75 per share,
and other costs including integration expenses which we would not have otherwise incurred as part of our continuing operations.

 We also plan to clarify
that the discussion of our use of non-GAAP measures also applies to our non-GAAP guidance and add a statement, in those fiscal periods for which the most directly comparable GAAP measure is not available, substantially to the following effect:

Guidance for earnings per share is provided on a non-GAAP basis due to the inherent difficulty in forecasting acquisition-related, integration
and restructuring charges and expenses. We are not able to provide a reconciliation of these non-GAAP items to expected reported GAAP earnings per share due to the unknown effect, timing and potential significance of such charges and expenses.
Management does not consider the excluded items as part of our continuing operations.

 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 how 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 measures to the most directly comparable GAAP financial measures.

 Securities and Exchange Commission

March 30, 2015

 Page 3

 RESPONSE

We have previously presented a full income statement to address the complexity of our reconciling items in a format that we thought best promoted the
understanding of each non-GAAP measure and its relationship with the most directly comparable GAAP measure.

 However, in future earnings releases, we will
not present our reconciliation of selected GAAP results to non-GAAP results in the form of a full income statement. We intend to include in future earnings releases, beginning with our earnings release for our fiscal second quarter of 2015, a
reconciliation in substantially the form presented below.

 THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Reconciliation of Selected GAAP Results to Non-GAAP Results

(In thousands, except per share amounts)

 (Unaudited)

Three Months Ended January 31,

2015
GAAP

Adjustment

2015
Non-GAAP

2014
GAAP

Adjustment

2014
Non-GAAP

 Cost of sales

$
168,820

$
(9,443
) A

$
159,377

$
142,051

$
—

$
142,051

 Selling, general and administrative expense

$
173,535

$
(6,359
) B

$
167,176

$
158,088

$
—

$
158,088

 Research and development expense

$
16,113

$
(104
) C

$
16,009

$
15,712

$
—

$
15,712

 Amortization of intangibles

$
13,595

$
(13,595
) D

$
—

$
7,507

$
(7,507
) D

$
—

 Provision for income taxes

$
5,716

$
4,779
  E

$
10,495

$
7,191

$
1,705
  E

$
8,896

 Diluted earnings per share attributable to Cooper stockholders

$
1.25

$
0.50

$
1.75

$
1.47

$
0.11

$
1.58

A
Our GAAP cost of sales includes $9.2 million of charges in CooperVision primarily for equipment rationalization, arising from the acquisition of Sauflon; and $0.2 million of severance costs in our CooperSurgical
fertility business. The CooperVision charges are based on our review of products, materials and manufacturing processes of Sauflon.

B
Our GAAP selling, general and administrative expense includes $6.4 million in costs for CooperVision’s integration and restructuring activities related to the acquisition of Sauflon and severance costs in our
CooperSurgical fertility business.

(In thousands)

CooperVision

CooperSurgical

Total

 Restructuring and related costs

$
—

$
128

$
128

 Acquisition and integration costs

5,894

337

6,231

$
5,894

$
465

$
6,359

C
Our GAAP research and development expense includes $0.1 million of severance costs related to integration and restructuring activities.

D
Amortization expense for our fiscal first quarter of 2015 was $13.6 million. We estimate amortization expense for existing other intangible assets, including those related to recently acquired Sauflon, will be $50.3
million for fiscal 2015 with about $12.2 million in each of our fiscal second, third and fourth quarters. The adjustment to exclude amortization expense results in an adjustment to increase income attributable to noncontrolling interests.

E
These amounts represent the increases in the provision for income taxes that arises from the impact of the above adjustments.

 Securities and Exchange Commission

March 30, 2015

 Page 4

 We acknowledge 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 foreclose 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.

 Please contact me if you have any further comments or need additional
information with respect to the filing. Our future filings will reflect our indicated responses, as applicable.

 Sincerely,

/s/ Greg W. Matz

 Greg W. Matz

Senior Vice President, Chief Financial Officer and Chief Risk Officer

cc:

Gary Todd - SEC

Christopher Kaufman - Latham & Watkins

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        April 4, 2013

Via E -mail
Mr. Greg Matz
Vice President and Chief Financial Officer
The Cooper Companies, Inc.
6140 Stoneridge  Mall Road, Suite 590
Pleasanton, CA 94588

 Re: The Cooper Companies, Inc.
  Form 10 -K for the fiscal year ended October 31, 2012
  Filed December 20, 2012
  File No. 001 -08597

Dear Mr. Matz:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing s 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.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s
include the information the Secur ities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Brian Cascio

         Brian R. Cascio
        Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 [The Cooper Companies, Inc. Letterhead]

February 13, 2013

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Attn:

Mr. Brian Cascio

Accounting Branch Chief

 Re:

The Cooper Companies, Inc.

Form 10-K for the Year Ended October 31, 2012

Filed December 20, 2012

File No. 001-08597

 Dear Mr. Cascio:

 This letter is the response of The Cooper Companies, Inc. (the “Company”) to the comments contained in the Staff’s letter to Greg Matz, the Company’s Chief Financial Officer, dated
January 31, 2013. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form
10-K for the Year Ended October 31, 2012

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

 Provision for Income Taxes, page 48

1.
We note the quantitative significance to your operating results of the benefit from foreign income taxed at other than U.S. rates as disclosed on the income tax
provision reconciliation on page 80. We also see the low effective tax rate on your foreign earnings from the tabular disclosure on page 79. In light of the significant impact of lower taxes on foreign earnings to your operating results, in future
filings please consider describing in MD&A the relationship between foreign pre-tax income and the foreign effective tax rate in greater detail. It appears as though separately discussing the foreign effective income tax rate is important
information material to an understanding of your results of operations. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350. Tell us how you intend on applying this comment.

 Securities and Exchange Commission

 February 13, 2013

 Page 2

 RESPONSE

 The Company has discussed the impact of income earned in foreign jurisdictions under “Provision for Income Taxes” and “Estimates and Critical Accounting Policies” in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company notes the Staff’s comment and in future filings will expand the discussion included in MD&A for “Provision for Income
Taxes” to include additional detail, where material, regarding the relationship between foreign pre-tax income and the foreign effective tax rate. In this regard, the Company intends to include in future annual filings on Form 10-K a disclosure
in substantially the form of the following:

 The ETR is below the United States statutory rate as a majority of our income is
earned in foreign jurisdictions with lower tax rates reflecting the shift in the geographic mix of income during recent periods, with income earned in foreign jurisdictions increasing as compared to income earned in the United States. As a result,
the ratio of domestic income to worldwide income, primarily within CooperVision but augmented by CooperSurgical’s July 2012 acquisition of Origio, has decreased over recent fiscal periods. A reduction in the ratio of domestic income to
worldwide income effectively lowers the overall tax rate due to the fact that the tax rates in the majority of foreign jurisdictions where the Company operates are significantly lower than the statutory rate in the United States.

The impact on our provision for income taxes of income earned in foreign jurisdictions being taxed at rates different from the United
States Federal statutory rate was a benefit of approximately $71.3 million, $56.9 million and $33.9 million in 2012, 2011 and 2010, respectively, and a related effective tax rate of approximately 5.1%, 4.0% and 7.5% in 2012, 2011 and 2010,
respectively. The foreign jurisdictions with lower tax rates as compared to the U.S. statutory federal rate that had the most significant impact on our provision for foreign income taxes in the periods presented include the United Kingdom, Barbados
and Puerto Rico.

 Please refer to Note 5 of the Notes to Consolidated Financial Statements for a reconciliation to our
provision for income taxes from the federal income tax rate.

 The Company intends to include in future quarterly filings on Form 10-Q, a
disclosure in substantially the form of the following:

 The ETR is below the United States statutory rate as a majority of our
income is earned in foreign jurisdictions with lower tax rates reflecting the shift in the geographic mix of income during recent periods with income earned in foreign jurisdictions increasing as compared to income earned in the United States. As a
result, the ratio of domestic income to worldwide income, primarily within CooperVision but augmented by CooperSurgical’s July 2012 acquisition of Origio, has decreased over recent fiscal periods. A reduction in the ratio of domestic income to
worldwide income effectively lowers the overall tax rate due to the fact that the tax rates in the majority of foreign jurisdictions where the Company operates are significantly lower than the statutory rate in the United States.

 Securities and Exchange Commission

 February 13, 2013

 Page 3

 The impact on our provision for income taxes of income earned
in foreign jurisdictions being taxed at rates different than the United States Federal statutory rate was a benefit of approximately $X.X million and a related effective tax rate of approximately X.X% in our fiscal
                     quarter of 201     compared to $X.X million and a related effective tax rate of approximately
X.X% in our fiscal                      quarter of 201    .

Please refer to Note X of the Notes to Consolidated Financial Statements for additional information.

Item 8. Financial Statements

Note 9. Employee Benefits, page 89

2.
We see that you have a substantial presence outside of the United States, including significant manufacturing presence in the United Kingdom and Puerto Rico.
Accordingly, please tell us why this footnote does not include discussion of benefit arrangements for employees outside of the United States.

 RESPONSE

 Employees of the Company’s subsidiaries in the United Kingdom and Puerto
Rico participate in pension plans that are defined contribution plans. These plans are administered in accordance with the laws and regulations of the respective countries by established third-party plan providers. The subsidiaries are responsible
for selecting third-party providers that are able to provide appropriate services and effective administration. The third-party providers are responsible for offering suitable investment vehicles for participants. Neither subsidiary, nor its parent
or any affiliate of the Company has access to funds in the plans. The employee benefit is based on the amount contributed subject to investment performance and market conditions. The Company subsidiary’s obligation is limited to both voluntary
and state-regulated employer contribution amounts, i.e. “matching contributions” that are determined as a percentage of the individual employee wages or a percentage of the employee’s contribution to the plan. These obligations are
accrued and remitted to the plan at least monthly. The Company subsidiary’s have no obligation to manage or invest plan assets or to pay benefits to employees upon retirement.

 The Company does not sponsor these plans as defined in Sections 715-20-50 and 715-30-50 of the FASB Accounting Standards Codification and, therefore, the Company respectfully submits that the related
disclosures defined in ASC 715 are not applicable.

 In future annual filings, the Company will clarify that employees of affiliates outside of
the United States are covered under separate defined contribution pension plans which are not significant individually or in the aggregate.

 Securities and Exchange Commission

 February 13, 2013

  Page
 4

 Item 8.
Financial Statements

 Note 9. Employee Benefits, page 89

3.
We see the significant impact that changes in assumptions had on the funded status of your defined benefit pension plan in 2012. Please describe to us your
consideration of whether you should present critical accounting estimates disclosure in MD&A with respect to the defined benefit pension plan.

 RESPONSE

 The Company considers accounting estimates for disclosure in accordance with the
guidance of Item 303 of Regulation S-K and Interpretive Guidance No. 33-8350, Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, particularly Section V. Critical
Accounting Estimates.

 In MD&A, the Company addresses material implications of uncertainties associated with the methods, assumptions and
estimates underlying the Company’s critical accounting measurements.

 The Company considers whether it has made accounting estimates or
assumptions where i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and ii) the impact of the
estimates and assumptions on financial condition or operating performance is material.

 The Company’s assessment indicated that the
estimates and assumptions related to the defined pension plan require subjectivity and judgment about items such as the projected benefit obligation, discount rate and expected return on plan assets over an extended period of time. Also, the
methodology for accounting for defined benefit pension plans, including actuarial methodology, is well established. Regarding materiality, in assessing the accounting estimates with respect to the defined benefit pension plan, the Company noted that
the Plan is not material to its results of operations, financial position, liquidity and annual cash flow or trends therein.

 In 2012, the
pension liability on the Balance Sheet increased to 6% of total liabilities from 4% in the prior year but remained at 1% of total liabilities and stockholders’ equity. The Company took into consideration that the increase in the pension
obligation is expected to be settled over many decades as compared to larger obligations that are expected to be settled within one year. By comparison, during 2012, accounts payable increased to 12% of total liabilities from 9% in the prior year
and employee compensation increased to 8% of total liabilities from 7%. The changes to the funded status in fiscal 2012 also did not have a significant impact on the periodic pension expense recognized in the Statement of Income.

The Company provides disclosure of the defined benefit plan in the Notes to Consolidated Financial Statements including a discussion and sensitivity
analysis of the discount rate.

 Securities and Exchange Commission

 February 13, 2013

  Page
 5

 For these reasons,
the Company respectfully submits that it is not material to an investor’s understanding of the Company to provide critical accounting estimates disclosure in MD&A regarding the assumptions used in regard to the defined benefit pension plan.

 We acknowledge 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 foreclose 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.

 Please contact me if you have any further comments or need additional information with
respect to the filing. Our future filings will reflect our indicated responses, as applicable.

 Sincerely,

/s/ Greg W. Matz

 Greg W. Matz

Vice President and

 Chief Financial Officer

cc:
Gary Todd - SEC

 Christopher
Kaufman - Latham & Watkins

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       January 31 , 2013

Via E -mail
Mr. Greg Matz
Vice Presi dent and Chief Financial Officer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588

 Re: The Cooper Companies, Inc.
  Form 10 -K for the fis cal year ended October 31, 2012
  Filed December 20, 2012
  File No. 001 -08597

Dear Mr. Matz :

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten busine ss days  by providing the requested
information, or by advising us when you will provide the requested response. If you do
not believe our comments apply to your facts and circumstances , please tell us why in
your response.

After reviewing the information you pr ovide in response to these comments, we
may have additional comments.

Form 10 -K for the Fiscal Year Ended October 31, 2012

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

Provision for Income Taxes, page 4 8

1. We note the quantitative significance to your operating results of the benefit from
foreign income taxed at other than U.S. rates as disclosed on the income tax
provision reconciliation on page 80.  We also see the low effective tax rate on
your foreign  earnings from the tabular disclosure on page 79.  In light of the
significant impact of lower taxes on foreign earnings to your operating results, in

Greg Matz
The Cooper Companies, Inc.
January 31,  2013
Page 2

 future filings please consider describing in MD&A the relationship between
foreign pre -tax income and the  foreign effective tax rate in greater detail.  It
appears as though separately discussing the foreign effective income tax rate is
important information material to an understanding of your results of operations.
We refer you to Item 303(a)(3)(i) of Regul ation S -K and Section III.B of SEC
Release 33 -8350.  Tell us how you intend on applying this comment.

Item 8.  Financial Statements

Note 9. Employee Benefits, page 89

2. We see that you have a substantial presence outside of the United States,
including s ignificant manufacturing presence in the United Kingdom and Puerto
Rico.  Accordingly, please tell us why this footnote does not include discussion of
benefit arrangements for employees outside of the United States.

3. We see the significant impact that chan ges in assumptions had on the funded
status of your defined benefit pension plan in 2012.  Please describe to us your
consideration of whether you should present critical accounting estimates
disclosure in MD&A with respect to the defined benefit pension p lan.

 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 and all applicable Exchange Act rules require.  Since the compa ny
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 foreclose 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.

Greg Matz
The Cooper Companies, Inc.
January 31,  2013
Page 3

 You may contact Praveen Kartholy at (202) 551 -3778 or Gary Todd at (202) 551 -
3605 if you have questions regarding comments on the financial statements and related
matters. Please contact Louis Rambo at (202) 551 -3289  or Tim Buchmiller at (202) 551 -
3635  with any other questions  regarding our comments .  You may also  contact Brian
Cascio, Accounting Branch Chief, at (202) 551 -3676 with any other questions.

Sincerely,

/s/Gary Todd for

Brian Cascio
Accounting Branch Chief

August 16, 2011
 Via E-mail

Mr. Eugene J. Midlock Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
 Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 File No. 001-08597

Dear Mr. Midlock:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Martin James
Martin James Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 August 15, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Attn:

Mr. Martin James

Senior Assistant Chief Accountant

Re:

The Cooper Companies, Inc.

Form 10-Q for the Quarterly Period Ended January 31, 2011

Filed March 4, 2011

File No. 001-08597

 Dear Mr. James:

 This is a supplement to our response dated July 25, 2011 to the Staff’s comment number 1 in the letter dated July 19, 2011. The Company confirms our telephonic discussion on August 10,
2011, with respect to the correction of the error in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2011, the Company intends to include additional disclosure in its Annual Report on Form 10-K for the fiscal year
ending October 31, 2011.

 Referencing the guidance in Item 302(a)(2) of Regulation S-K and ASC 250-10-50-7, regarding the correction
of an error, the Company intends to include in its footnote disclosure regarding selected quarterly financial data, a reconciliation of the amounts presented with those previously reported in our fiscal first and third quarters. The Company plans to
disclose as the reason for the adjustments that the Company incorrectly applied the guidance in ASC 805, Business Combinations, by recording a gain on settlement of a preexisting relationship of $6.1 million in the fiscal quarter ended
January 31, 2011 and therefore determined to record in the fiscal quarter ended July 31, 2011 an adjustment in the same amount to reverse the gain on settlement of preexisting relationships and also reduce the amount of goodwill initially
recorded in the fiscal first quarter.

 Consistent with this proposed disclosure in the Company’s Annual Report, the Company intends to
present the adjusted fiscal 2011 quarterly results in subsequent quarterly filings in comparison to the then current year without further disclosure of the adjustment.

 The Company has discussed its conclusions with KPMG, its independent registered public accounting firm, and KPMG has confirmed that it concurs with the Company’s assessment of the disclosure
requirements.

 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the
filings; staff comments or changes to disclosure in response to staff comments do not foreclose 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.

 Please contact me if you have any further comments or
need additional information with respect to the filings.

 Sincerely,

 /s/ Eugene J. Midlock

 Eugene J. Midlock

 Senior Vice President and

 Chief Financial Officer

cc:

Leigh Ann Schultz - SEC

Kate Tillan, Assistant Chief Accountant - SEC

Christopher Kaufman - Latham & Watkins

CORRESP
1
filename1.htm

SEC Correspondence

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 July 25, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

 Washington, DC
20549

Attn:
    Mr. Martin James

     Senior Assistant Chief Accountant

Re:
The Cooper Companies, Inc.

 Form
10-Q for the Quarterly Period Ended January 31, 2011

 Filed March 4, 2011

File No. 001-08597

 Dear
Mr. James:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter
to Eugene J. Midlock, the Company’s Chief Financial Officer, dated July 19, 2011. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

The Company has requested confidential treatment with respect to certain portions of this response pursuant to Rule 83 of the Securities and Exchange
Commission’s (the “Commission”) Rules on Information and Requests, 17 C.F.R. § 200.83. The specific portions of the response for which the Company seeks confidential treatment have been omitted from the copy of the response
electronically filed with the Commission, as indicated by [* * *], and have been filed separately with the Commission. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with
the confidential treatment request.

 Form 10-Q for the quarterly period ending January 31, 2011

Financial Statements, page 3

Note 2. Acquisition and Restructuring Costs, page 9

1.
We note your response to our prior comment 3. However, it appears that correcting the error in the period in which it originated would be quantitatively significant
to that period. Given that fact, please provide us with the detailed SAB 99 and SAB 108 analysis supporting your conclusion that the correction of the error would not be material to the period in which it originated.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-1

 Securities and Exchange Commission

 July 25, 2011

 Page 2

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 RESPONSE

 The Company evaluated the materiality of and reviewed the impact of the error in the period in which it originated. The Company concluded that the effects of the proposed adjustment was not quantitatively
or qualitatively material to that period’s previously issued consolidated financial statements or to projected full-year 2011 financial results. We respectfully refer the Staff to the Company’s attached internal SAB99 Materiality
memorandum, where the Company provides detailed analysis supporting its conclusion that the correction of the error was not quantitatively or qualitatively material for the period in which it originated and on a cumulative basis.

Further to the discussion in the SAB99 Materiality memorandum and as discussed in the Company’s prior response, in the Company’s Quarterly
Report on Form 10-Q for the period ended January 31, 2011, it presented the gain on the face of the Income Statement and provided disclosure and discussion regarding the unusual and one-time nature of the gain. The Company provided discussion
of the gain in its earnings release and on the earnings call to clarify that the gain was a one-time item related to acquisition accounting and not indicative of the Company’s future operating results. The Company also discussed in the earnings
release and during the earnings conference call that it adjusts for this transaction in its non-GAAP net income as the Company did not consider it reflective of its ongoing operating performance. We respectfully refer the Staff to the earnings call
transcript, a copy of which is attached for ease of reference, where the Company discussed this transaction in the fourth paragraphs on both pages 5 and 6 and the first section of the Questions and Answers; and to the Company’s earnings
release, a copy of which is attached, where the Company discusses the gain in the reconciliation of GAAP to Non-GAAP results in the third paragraph on page 4.

 The Company has discussed its conclusions with KPMG, its independent registered public accounting firm, and KPMG has confirmed that it concurs with the Company’s assessment.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-2

 Securities and Exchange Commission

 July 25, 2011

 Page 3

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the
filings; staff comments or changes to disclosure in response to staff comments do not foreclose 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.

 Please contact me if you have any further comments or
need additional information with respect to the filings.

 Sincerely,

 /s/ Eugene J. Midlock

 Eugene J. Midlock

 Senior Vice President and

 Chief Financial Officer

cc:
Leigh Ann Schultz - SEC

 Kate
Tillan, Assistant Chief Accountant - SEC

 Christopher Kaufman - Latham & Watkins

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-3

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

             6140 Stoneridge Mall Road,
#590

             Pleasanton, CA 94588

             (925) 460-3621

             (925) 460-3648- FAX

Date:

July 19, 2011

To:

File

From:

Tina Maloney

Subj:

FY2011 Q3 SAB 99, Materiality Memorandum – Aime Settlement of Preexisting Relationship

 The purpose of this memorandum is to document and conclude on an out-of-period adjustment identified during the current
fiscal quarter which we plan to correct in the Company’s fiscal quarter ending July 31, 2011. As the Company’s fiscal quarter has not yet concluded, the analysis for Q3 FY2011 is based on forecasted results as of July 11, 2011.

 Out-of-Period Adjustment

 Out-of-period adjustment to correct an error in accounting for the settlement of a preexisting relationship, $6,080K ($6,080K net of tax) related to Q1 FY2011

On December 1, 2010, CVI purchased certain assets of Asahikasei Aime Co., Ltd. (Aime) from Asahi Kasei Pharma Corporation. Prior to
the acquisition, Aime had retained the right to sell our Biofinity brand of contact lenses in certain defined markets. In accordance with the accounting guidance relating to the accounting for a preexisting relationship between the parties to a
business combination, the Company recorded a gain of $6.1 million on the settlement of this supply agreement in its Statement of Income for the fiscal first quarter of 2011. Upon further review, the Company has determined that it incorrectly applied
the guidance in ASC 805-10-55-20-21, specifically the requirement to record a gain or loss for a contractual relationship at the lesser of (1) the amount by which the contract is favorable or unfavorable or (2) the amount of any settlement
provisions in the contract. The preexisting agreement with Aime was unfavorable to current market terms from the perspective of the Company by $6.1 million. However, the contract had a provision that permitted the Company to terminate the contract
upon a sale, merger or acquisition of Aime in lieu of allowing Aime to transfer or assign the rights to other parties in any such transaction. The contract did not provide for any consideration to be paid to Aime if the Company decided to exercise
its termination right. Therefore, the effective settlement should have been recorded in the Company’s Statement of Income for the period ended January 31, 2011 at zero rather than as a gain.

The correction of this error results in a reduction of $6,080K of goodwill and a reversal of the gain of $6,080K which represents 0.5% of Goodwill, 5.0%
of Operating Expenses, 11.1% of Operating Income and 13.4% of Net Income for the quarter ended January 31, 2011; and [* * *]% of Goodwill, [* * *]% of Operating Expenses, [* * *] % of Operating Income and [* * *]% of Net Income based on
forecasted balances for the quarter ending July 31, 2011. With the correction of the error in Q3, the settlement of the preexisting relationship is properly reported as zero for the nine months ended July 31, 2011.

Since the recognition of the gain and related correction are both recognized by the International Holding Company, Inc. (a wholly owned subsidiary of the
Company), the tax rate on the gain and its reversal is 0% since it is not recognized for tax purposes.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-4

1

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 Materiality Assessment

 While technical literature issued by the FASB, the SEC and other accounting bodies provide general guidelines for assessing materiality, they do not specify bright-line criteria for determining if an
accounting discrepancy is material.

 According to SAB 108, the rollover method of assessing materiality “quantifies a misstatement based
on the amount of the error originating in the current-year income statement” and “ignores the carryover effects of prior-year misstatements.” By contrast, the iron curtain approach “quantifies a misstatement based on the effects
of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) of origination.”

 SAB 108 promulgates the dual approach in materiality assessment, which requires an adjustment to the financial statements “when either approach results in quantifying a misstatement that is material,
after considering all relevant quantitative and qualitative factors.” SAB 108 also discusses aggregating and netting misstatements and mandates that accounting discrepancies be considered both individually and on an aggregate basis.

In its evaluation the Company assessed the materiality of the misstatements on a quantitative basis using the rollover and iron curtain methods required
by SAB 108.

 In addition to the quantitative factors, the assessment also included consideration of qualitative factors as required in SAB 108
and SAB 99. In SAB 99 Materiality, the SEC staff concluded that passing or waiving corrections to financial statements exclusively on the basis that they are below a percentage threshold (e.g., five percent of a financial statement item)
“has no basis in the accounting literature or the law.” The SAB states that use of rules of thumb are appropriate as an initial step in assessing materiality, but identified misstatements must also be assessed on a qualitative analysis. It
further describes the qualitative considerations to consider when assessing the materiality of an accounting error. These include whether the error masks a change in earnings or other trends; hides a failure to meet analysts’ expectations;
changes a loss into profit or vice versa; increases management compensation; affects compliance with loan covenants, contracts or regulatory requirements; involves concealment of an unlawful transaction; and whether management or the outside auditor
expects that the known error may result in a significant positive or negative stock market reaction.

 Analysis

For the out-of-period adjustment described above, the Company calculated the impact to the Balance Sheet and Statement of Income for the three-month
period ended January 31, 2011 and the forecasted three-month period ending July 31, 2011.

 The impact of the adjustment to Q1 and
Forecasted Q3 is calculated as follows:

GAAP

Q1

Q3

 As Reported

 Q1 FY 2011

 Forecast*

 Q3 FY2011

 F/S Line Item

Db/(Cr)

Db/(Cr)

F/S Bal.

% Error

F/S Bal.

% Error

 Goodwill

$
6,080

[* * *]

$
1,268,734

0.5%

[* * *]

[* * *]

 Operating Expenses

$
(6,080)

[* * *]

$
121,813

-5.0%

[* * *]

[* * *]

 Operating Income

$
(6,080)

[* * *]

$
54,793

-11.1%

[* * *]

[* * *]

 Net Income

$
(6,080)

[* * *]

$
45,295

-13.4%

[* * *]

[* * *]

 * Prior to out-of-period adjustment

 In addition to the quantitative factors, management’s qualitative assessment per SAB 99 notes that the misstatement for each individual reporting period and on a cumulative basis, does not mask a
change in earnings or other trends, does not change a loss into a profit or vice versa, does not affect compliance with contracts or regulatory requirements and does not involve concealment of an unlawful transaction.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-5

2

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 Further, management reviewed the impact of the adjustment on management compensation under the
Company’s Incentive Performance Plan and noted that the Company’s year-to-date and forecasted full year EPS and Operating Income achievement levels are [* * *] for those factors. The impact of the correction [* * *].

In the Company’s 10-Q for the period ended January 31, 2011, it presented the gain on the face of the Income Statement and provided disclosure
and discussion regarding the unusual and one-time nature of the gain. The Company provided discussion of the gain in its earnings release and on the earnings call to clarify that the gain was a one-time item related to acquisition accounting and not
indicative of the Company’s future operating results. Management also discussed that it adjusts for this transaction in its Non-GAAP net income as it is not considered reflective of the Company’s ongoing operating performance. The amount
was specifically identified in the earnings release in the reconciliation of GAAP and Non-GAAP results. (Refer to the Q1 FY2011 earnings call transcript and earnings release attached herein.) Therefore, management’s analysis of qualitative
factors related to analysts’ expectations include both the impact on GAAP and the Non-GAAP results.

 The Company notes that its results
for the quarter ended January 31, 2011, would have exceeded analysts’ expectations on a GAAP and Non-GAAP basis regardless of the misstatement. The impact of the misstatement is $0.13 ($6,080K / 47,391 weighted average shares outstanding).
Actual reported GAAP EPS for the quarter was $0.96, excluding the out-of-period adjustment GAAP EPS would have been $0.83. Actual reported Non-GAAP EPS for the quarter was $0.85 and is not affected by the correction. This compares to the
analysts’ consensus estimates for Q1 FY2011 of $0.61 on a GAAP basis and $0.67 on a Non-GAAP basis.

 The Company further notes that its
forecasted results for the quarter ending July 31, 2011, [* * *]. Forecasted GAAP EPS for the quarter is $[* * *] excluding the out-of-period adjustment. The impact of the misstatement in the forecasted quarter is $[* * *] ($[* * *] /
[* * *] forecasted weighted average shares outstanding), resulting in an adjusted forecasted GAAP EPS of $[* * *]. Forecasted Non-GAAP EPS for the quarter is $[* * *] and [* * *]. Analysts’ consensus estimates for Q3 FY2011 are $1.08 on a GAAP
and Non-GAAP basis.

 [* * *].

Based on the above, including the discussion of estimated financial results for Q2 and the fiscal year, our Q1 disclosure and discussion of the gain as a
one-time item, [* * *].

 The Company was in compliance with its loan covenants, specifically Funded Debt to EBIDTA for the quarter ended
January 31, 2011, at 1.85 vs. a 3.75 requirement. Similar to the Company’s Non-GAAP reporting, the gain was added back to net income to determine Funded Debt to EBITDA in our fiscal first quarter and had no significant impact on this
covenant. For t

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 July 19, 2011
 Via E-mail

Mr. Eugene J. Midlock Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
Form 10-Q for the quarterly period ending January 31, 2011
Filed March 4, 2011 File No. 001-08597

Dear Mr. Midlock:
 We have reviewed your response dated July 14, 2011 and related filings and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. July 19, 2011 Page 2
 Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 1. We note your response to our prior co mment 3. However, it appears that
correcting the error in the period in wh ich it originated would be quantitatively
significant to that period. Gi ven that fact, please provide  us with the detailed SAB
99 and SAB 108 analysis supporting your c onclusion that the correction of the
error would not be material to th e period in which it originated.

You may contact Leigh Ann Schultz at (202) 551-3628 or Kate  Tillan at (202)
551-3604 if you have questions regarding these comments.  You may also contact me at
(202) 551-3671 with an y other questions.

Sincerely,  /s/ Martin James

Martin James Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 July 14, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Attn:
Mr. Martin James

Senior Assistant Chief Accountant

Re:
The Cooper Companies, Inc.

Form 10-K for the fiscal year ended October 31, 2010

Filed December 17, 2010

Form 10-Q for the quarterly period ended January 31, 2011

Filed March 4, 2011

Form 10-Q for the quarterly period ended April 30, 2011

Filed June 3, 2011

File No. 001-08597

 Dear Mr. James:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter to
Eugene J. Midlock, the Company’s Chief Financial Officer, dated June 27, 2011. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

Form 10-K for the Fiscal Year Ended October 31, 2010

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

1.
We acknowledge your response to prior comment 3. We see that substantially all of your cash as of December 31, 2010 was held by foreign subsidiaries and not
available to fund domestic operations without a potential tax impact. We also note the decreasing amount of funds available under your revolving line of credit. Please further explain how you concluded that providing enhanced liquidity disclosures
to discuss the amount of cash, cash equivalents and investments held by foreign subsidiaries that would be subject to a potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries was not material. We
refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

 Securities and Exchange
Commission

 July 14, 2011

 Page 2

 RESPONSE

 The Company referred to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350 and concluded that enhanced liquidity disclosures to discuss the amount of cash, cash equivalents and
investments held by foreign subsidiaries that would be subject to a potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries was not material based on the following:

•

 The Company finances its operations through cash flows from operations and debt. The Company consequently holds an insignificant amount of cash, cash
equivalents or investments both domestically and internationally.

•

 Cash flows from operations for the domestic operations was $70.2 million for the fiscal year ended October 31, 2010, which was more than adequate
for current operating needs; therefore, the Company paid down debt.

•

 The Company’s foreign operations that generate over 50% of total net sales and include most of the Company’s contact lens manufacturing
operations, which are capital intensive, provided $197.5 million in cash flows from operations for the fiscal year ended October 31, 2010, which was more than adequate to cover current operating needs; therefore, the Company repaid intercompany
debt.

 As the Company’s disclosure considered each of the requirements in Section IV of SEC Release 33-8350, and the
Company is not aware of material trends or uncertainties related to cash flow, capital resources, capital requirements or liquidity that would impact our ability to meet upcoming cash requirements over both the short and long term, the Company
concluded that supplemental disclosure was not meaningful.

 The Company notes that the funds available under its revolving line of credit have
increased with $224.8 million available at October 31, 2009 and $397.1 million available at October 31, 2010. The Company reported that at January 31, 2011 it had $752.4 million available and disclosed that $339.0 million was
obligated for the redemption of its senior notes that was completed after the balance sheet date but prior to filing its Quarterly Report on Form 10-Q, for a net amount available of $413.4 million. The Company reported that at April 30, 2011
there was $460.4 million available.

 For the foregoing reasons, the Company respectfully submits that its conclusion is in accordance
with the provisions of Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

 Securities and Exchange
Commission

 July 14, 2011

 Page 3

2.
As a related matter, we refer to your disclosure that “the company expects to utilize its cash and cash equivalents… to fund future operations.”
Please explain this disclosure in light of the fact that substantially all of your cash was held by foreign subsidiaries.

RESPONSE

 The Company’s analysis is
that, both at October 31, 2010 and at the present time, the Company will neither be required nor elect to repatriate cash and cash equivalents to maintain liquidity. The Company utilizes excess cash to reduce its indebtedness, thereby resulting
in minimal balances of cash and cash equivalents and increased amounts available under its revolving line of credit. The Company anticipates that cash and cash equivalents held by its foreign subsidiaries will be utilized to fund those foreign
operations that generate over 50% of the Company’s net sales and represent 99% of its contact lens manufacturing operations.

 Form
10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

Note 2. Acquisition and Restructuring Costs, page 9

3.
Further to your response to prior comment 5, while we understand that settling an unfavorable agreement is beneficial to the company, we would still expect that to
have settled the unfavorable contract with the target company, you would have incurred a loss through a required payment to the target. Please further explain how you applied 805-10-55-20-21.

RESPONSE

 Background

Upon further review, the Company has determined that it incorrectly applied the guidance in ASC 805-10-55-20-21, specifically the requirement to record a
gain or loss for a contractual relationship at the lesser of (1) the amount by which the contract is favorable or unfavorable or (2) the amount of any settlement provisions in the contract. The preexisting agreement with Aime was
unfavorable to current market terms from the perspective of the Company by $6.1 million. However, the contract had a provision that permitted the Company to terminate the contract upon a sale, merger or acquisition of Aime in lieu of allowing Aime
to transfer or assign the rights to other parties in any such transaction. The contract did not provide for any consideration to be paid to Aime if the Company decided to exercise its termination right. Therefore, the effective settlement should
have been recorded at zero rather than as a gain. The correction of this error results in a reduction of $6.1 million of goodwill and a reversal of the gain of $6.1 million. The Company believes that the correction of this error is not material and
is proposing to make the correction in its Quarterly Report on Form 10-Q for the period ending July 31, 2011, by recording an adjustment to the settlement of preexisting relationship line on its Statement of Income.

 Securities and Exchange
Commission

 July 14, 2011

 Page 4

 Materiality

 The Company evaluated the materiality of the error and reviewed the impact of the error in the prior fiscal quarters. The Company concluded that the effects of the proposed adjustment was not
quantitatively material to any previously issued consolidated financial statements or to projected full-year 2011 financial results. The Company also reviewed the magnitude of the out-of-period adjustment on a cumulative basis and correction of the
error in the fiscal third quarter of 2011 and concluded that the adjustment was not material based on the dollar value, percentage of net income or impact on earnings per share.

 In addition to these quantitative factors, the Company also considered the total mix of information relating to the error for each individual reporting period and on a cumulative basis, including each of
the qualitative factors indicated in SAB 99. Specifically, the Company determined that the errors did not mask a change in earnings or other trends; did not hide a failure to meet analysts’ expectations; did not change a loss into profit or
vice versa; did not have an effect of increasing management compensation; did not affect compliance with loan covenants, contracts or regulatory requirements; and did not involve concealment of an unlawful transaction.

In the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2011, it presented the gain on the face of the Income Statement
and provided disclosure and discussion regarding the unusual and one-time nature of the gain. The Company provided discussion of the gain in its earnings release and on the earnings call to clarify that the gain was a one-time item related to
acquisition accounting and not indicative of the Company’s future operating results. The Company also discussed that it adjusts for this transaction in its non-GAAP net income as the Company did not consider it reflective of its ongoing
operating performance.

 The Company, therefore, determined that the misstatement and the correction do not meet the concept of materiality as
described in Statement of Financial Accounting Concepts No. 2: “The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable
that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

 The Company also considered, The Center for Audit Quality, AICPA, FAQ regarding disclosure of immaterial corrections and noted that registrants should use judgment in deciding how much detail disclosure
is necessary for immaterial corrections.

 On the basis of these considerations, and the Company’s evaluations of materiality under SAB 99
and SAB 108, the Company concluded that the error was not quantitatively and qualitatively material for each individual reporting period and on a cumulative basis. Therefore, the Company proposes that an appropriate method for correcting the
immaterial error is to record a correction in the Company’s fiscal third quarter of 2011 financial statements and to provide disclosure.

 Securities and Exchange
Commission

 July 14, 2011

 Page 5

 Internal Control

 The Company has assessed the internal control implications of this immaterial correction and concluded that it is not indicative of a material weakness or a significant deficiency after considering the
entirety of the Company’s internal controls over accounting for business combinations. The Company has discussed its conclusion with KPMG, its independent registered public accounting firm, and KPMG has confirmed that it concurs with the
Company’s assessment.

 Form 10-Q for the quarterly period ending April 30, 2011

Financial Statements, page 3

Note 6. Income Taxes, page 12

4.
We refer to your response to comment 6. In future filings please provide a brief summary describing the decreasing effective tax rate trend, similar to your
response, or tell us why you believe this information is not required.

 RESPONSE

The Company notes the Staff’s comment and in future filings will provide a summary describing the effective tax rate trend.

Note 13. Contingencies, page 23

5.
We acknowledge your response to comment 7. With respect to reasonably possible loss contingencies, in future filings please provide any disclosures required by ASC
450-20-50 and SAB Topic 5-Y, such as an estimate of the range of loss or a statement that such an estimate cannot be made.

RESPONSE

 The Company acknowledges the
Staff’s comment that, with respect to reasonably possible loss contingencies, the Company should provide disclosures required by ASC 450-20-50 and SAB Topic 5-Y in future filings.

 Securities and Exchange
Commission

 July 14, 2011

 Page 6

 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the
filings; staff comments or changes to disclosure in response to staff comments do not foreclose 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.

 Please contact me if you have any further comments or
need additional information with respect to the filings.

 Sincerely,

/s/ Eugene J. Midlock

 Eugene J. Midlock

 Senior Vice President and

Chief Financial Officer

cc:
Leigh Ann Schultz - SEC

Kate Tillan, Assistant Chief Accountant - SEC

Christopher Kaufman - Latham & Watkins

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 27, 2011
 Via E-mail

Mr. Eugene J. Midlock
Senior Vice President and Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
 Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 Form 10-Q for the quarterly period ending January 31, 2011
Filed March 4, 2011 Form 10-Q for the quarterly period ending April 30, 2011
Filed June 3, 2011 File No. 001-08597

Dear Mr. Midlock:
 We have reviewed your response dated June 22, 2011 and related filings and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 27, 2011 Page 2
 Form 10-K for the Fiscal Year Ended October 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 1. We acknowledge your response to prior comm ent 3.  We see that substantially all
of your cash as of December 31, 2010 was he ld by foreign subsidiaries and not
available to fund domestic operations wit hout a potential tax impact.  We also
note the decreasing amount of funds availabl e under your revolving line of credit.
Please further explain how you conclude d that providing enhanced liquidity
disclosures to discuss the amount of cas h, cash equivalents and investments held
by foreign subsidiaries that would be subj ect to a potential tax impact associated
with the repatriation of undistributed ear nings on foreign subsidiaries was not
material.  We refer you to Item 303(a)(1 ) of Regulation S-K and Section IV of
SEC Release 33-8350.

2. As a related matter, we refer to your di sclosure that “the company expects to
utilize its cash and cash equivalents… to fund future operations”.  Please explain
this disclosure in light of  the fact that substantiall y all of your cash was held by
foreign subsidiaries.

Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 3. Further to your response to  prior comment 5, while we understand that settling an
unfavorable agreement is beneficial to th e company, we would still expect that to
have settled the unfavorable contract with the target company, you would have
incurred a loss through a required payment to the target.  Please further explain
how you applied 805-10-55-20-21.
 Form 10-Q for the quarterly period ending April 30, 2011

 Financial Statements, page 3

 Note 6.  Income Taxes, page 12

 4. We refer to your response to comment 6.  In future filings please provide a brief
summary describing the decreasing effec tive tax rate trend, similar to your
response, or tell us why you believe this information is not required.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 27, 2011 Page 3
 Note 13.  Contingencies, page 23

 5. We acknowledge your response to comment 7.  With respect to reasonably
possible loss contingencies, in future  filings please provi de any disclosures
required by ASC 450-20-50 and SAB Topic 5-Y, such as an estimate of the range
of loss or a statement that such an estimate cannot be made.

You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments.
You may also contact me at (202) 551-3671 with any other questions.

Sincerely,  /s/ Kate Tillan  for     Martin James Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 June 22, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Attn:
Mr. Martin James

Senior Assistant Chief Accountant

Re:
The Cooper Companies, Inc.

Form 10-K for the Fiscal Year Ended October 31, 2010

Filed December 17, 2010

Form 10-Q for the Quarterly Period Ended January 31, 2011

Filed March 4, 2011

Form 10-Q for the Quarterly Period Ended April 30, 2011

Filed June 3, 2011

File No. 001-08597

 Dear Mr. James:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter to Eugene J.
Midlock, the Company’s Chief Financial Officer, dated June 15, 2011. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form 10-K for the Fiscal Year Ended October 31, 2010

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

 CVI Net Sales by Region, page 40

1.
We acknowledge your response to comment 2. We note your disclosure that the out-of-period adjustment resulted from mathematical mistakes, mistakes in the application
of GAAP and oversight of facts. We also see your conclusion that deficiencies in your internal controls existed. Please tell us how you considered whether these issues represent material weaknesses or significant deficiencies and how you determined
that internal control over financial reporting is effective in light of the identified matters. Refer to Rule 308(a)(3) of Regulation S-K.

 RESPONSE

 The Company concluded that the deficiencies in internal controls referenced in
your comment aggregated to a significant deficiency but not a material weakness. In evaluating the deficiencies, the Company referred to Rule 308 of Regulation S-K and the SEC guidance for evaluating deficiencies SEC Release
No. 33-881034-55929, Commission Guidance Regarding Management’s Report on Internal Control over Financial Reporting.

 Securities and Exchange Commission

 June 22, 2011

  Page
 2

 The Company noted the deficiencies as it performed its fiscal period-end reviews of the rebate and
incentive accrual processes in a single geographic region. The Company concluded that the deficiencies were isolated to that one specific region based on the results of the Company’s assessment of the design and effectiveness of the controls
over these processes in all significant geographic regions. The Company reviewed the accounts affected by, and the potential magnitude of, the deficiencies and considered that in the aggregate the potential error could be considered significant to
the consolidated financial statements. However, the Company determined that compensating controls were operating effectively to achieve the objective of preventing the reasonable possibility of a material misstatement. These compensating controls
comprise transaction level controls that compare current activity to existing contract rates and parameters and entity level controls that include balance sheet and statement of income trend and variance analyses compared to budget and forecasts.

 As part of the assessment of the deficiency, the Company considered whether a prudent official would conclude that the deficiency is a
material weakness. Based on the facts discussed above, the Company concluded that the only reasonable possibility was that a less than material misstatement could occur and that there was not a reasonable possibility that a material misstatement
could occur. Based on the Company’s assessment that the deficiencies represented a significant deficiency but not a material weakness, the Company concluded its internal control over financial reporting was effective as of October 31,
2010.

 Restructuring Costs, page 43

2.
We refer to your response to comment 3. In future filings, to the extent it is material, please quantify and describe expected cost savings from restructuring plans
similar to that in your response. Refer to SAB Topic 5.P.4.

 RESPONSE

The Company notes your comment and in future filings will, where material, quantify and describe expected cost savings from restructuring plans.

3.
Further to your response in prior comment 7, please tell us the amount of cash, cash equivalents and investments held by foreign subsidiaries that would be subject
to a potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries.

 RESPONSE

 The amount of cash and cash equivalents held by foreign subsidiaries that would be subject to a potential tax impact associated with the
repatriation of undistributed earnings on foreign subsidiaries was $3.5 million as of October 31, 2010 and an average of $5.2 million in the fiscal first half of 2011. The Company’s foreign subsidiaries hold no investments other than
short-term excess cash. Further to our prior response to you referenced above, the Company expects to utilize its cash and cash equivalents and cash flows from operations to fund future operations, capital expenditures and to pay down debt.

 Securities and Exchange Commission

 June 22, 2011

  Page
 3

 Financial Statements

 Note 11. Employee Benefits, page 99

4.
We refer to your response to comment 13. In future filings please briefly describe your “individual fund procedures” and how liquidity restrictions and
fund status impacted your valuations similar to your response consistent with ACS 820-10-50.

 RESPONSE

The Company notes your comment and in future filings will describe individual fund procedures and how liquidity restrictions and fund status impacted the
valuations.

 Form 10-Q for the quarterly period ending January 31, 2011

Financial Statements, page 3

Note 2. Acquisition and Restructuring Costs, page 9

5.
Further to your response to prior comment 18, please explain further why the effective settlement of a supply contract with unfavorable terms compared to current
market terms from the company’s prospective resulted in a gain and not a loss. Refer to the example in 805-10-55-30 through 55-32.

 RESPONSE

 The Company confirms that it utilized the example provided in 805-10-55-30 to 32
in the initial determination of the gain referred to above. The Company acknowledges that the effective settlement of a supply contract with unfavorable terms compared to current market terms generally would result in a loss for an
acquirer/purchaser. The Company determined that its result was a gain as the Company represented an acquirer/supplier. In its capacity as a supplier, the Company had an unfavorable contract to sell product to the Target. Upon the Company reacquiring
this contractual right, it recorded a gain on settlement as the Company is no longer required to supply product to the Target under the unfavorable contract and may supply product to others at market terms.

 Securities and Exchange Commission

 June 22, 2011

  Page
 4

 Form 10-Q for the quarterly period ending April 30, 2011

Consolidated Financial Statements

Note 6. Income Taxes, page 12

6.
We see your effective tax rate for the fiscal first half of 2011 is 7.1% compared to a range of 13.5% to 9.3% between fiscal 2008 and 2010. Please provide to us a
summary of tax benefits you receive in foreign locations that attributes to the reduced effective tax rate.

 RESPONSE

 The reduction in the Company’s effective tax rate for the fiscal first half of 2011 is attributable to a change in the geographic mix
of income with income earned in foreign jurisdictions increasing as compared to income earned in the United States. As a result, the ratio of domestic income to worldwide income within the contact lens business unit has been decreasing and ranged
from 37% to 25% during the fiscal years 2008 to 2010, with the same ratio reduced to below 10% for the first fiscal half of 2011.

 A reduction
in the ratio of domestic income to worldwide income effectively lowers the overall tax rate due to the fact that the tax rates in the majority of foreign jurisdictions where the Company operates are significantly lower than the statutory rate in the
United States. With respect to the Company’s foreign manufacturing locations, the United Kingdom recently lowered its corporate tax rate to 27% and in Puerto Rico the Company has a special tax rate of 2% under a “Grant of Industrial Tax
Exemption” offered in exchange for investments made within Puerto Rico. The foreign sales locations are generally subject to income tax rates significantly below the domestic tax rate including most jurisdictions in the EMEA region with rates
lower than 28% and many jurisdictions in the Asia Pacific region with rates lower than 20%.

 A significant driver of this change in the
geographic mix of income is the completion of the Company’s restructuring plan to close a manufacturing facility within the contact lens business, located in Norfolk, Virginia, with the manufacturing demand subsequently absorbed by our plants
in the United Kingdom and Puerto Rico. As a result of this restructuring, only 1% of the Company’s contact lens products are manufactured in the United States.

 Additionally, in the fiscal first half of 2011, the Company recorded a $16.5 million domestic loss on the repurchase of its Senior Notes that included the write off of about $4.4 million of unamortized
costs and the redemption premium of $12.1 million. This impacted the Company’s tax provision and further reduced the overall effective tax rate.

 Note 13. Contingencies, page 23

7.
We acknowledge your response to comment 16. Please tell us how you considered the disclosures required by FASB ASC 450-20-50 and SAB Topic 5-Y regarding the
Rembrandt Vision Technologies litigation.

 Securities and Exchange Commission

 June 22, 2011

  Page
 5

 RESPONSE

 The Company confirms that it assesses contingencies related to claims, suits and proceedings pursuant to ASC 450-20 and has reviewed SAB Topic 5-Y.

The Company’s analysis as to disclosure was based on the following facts. On April 28, 2011, Rembrandt Vision Technologies, L.P. filed a
lawsuit against CooperVision, Inc. in the United States District Court for the Eastern District of Texas alleging that CooperVision’s silicon hydrogel contact lenses infringe U.S. Patent No. 5,712,327 entitled “Soft Gas Permeable
Contact Lens Having Improved Clinical Performance,” which was issued on January 28, 1998. The lawsuit does not specify which of the Company’s silicone hydrogel contact lenses infringe the patent or which of the claims under the patent
were allegedly infringed. Moreover, the complaint has not been served on the Company and the Company has accordingly not filed any response. There have been no court proceedings or discovery in the case, nor has a trial date been set. Based on these
facts, the Company did not believe that it was in a position at the time of the filing of its last Quarterly Report on Form 10-Q to make an assessment as to the probability of an unfavorable outcome or to make a reasonable estimate as to the amount
of loss, if any.

 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

 Capital Resources and Liquidity, page 37

 Financing Cash Flow, page 38

8.
We note that your discussion of cash flows from financing activities aggregates debt activity and does not separately discuss material transactions such as your
repurchase of senior notes and how the repurchase was financed. In future filings please include a discussion of material factors necessary to convey an understanding of cash flows. Refer to the Securities Act Release 33-8350, Interpretation:
Commission Guidance Regarding Management’s Discussion and Analysis of Future Condition and Results of Operation.

RESPONSE

 The Company notes your comment
and in future filings will revise the discussion of cash flows from financing activities to include a discussion of material factors necessary to convey an understanding of cash flows.

 Securities and Exchange Commission

 June 22, 2011

  Page
 6

 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the
filings; staff comments or changes to disclosure in response to staff comments do not foreclose 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.

 Please contact me if you have any further comments or
need additional information with respect to the filings.

 Sincerely,

/s/ Eugene J. Midlock

Eugene J. Midlock

Senior Vice President and

Chief Financial Officer

cc:
Leigh Ann Schultz - SEC

Kate Tillan, Assistant Chief Accountant - SEC

Christopher Kaufman - Latham & Watkins

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 15, 2011
 Via E-mail

Mr. Eugene J. Midlock
Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
 Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 Form 10-Q for the quarterly period ended January 31, 2011
Filed March 4, 2011 Form 10-Q for the quarterly period ended April 30, 2011
Filed June 3, 2011 File No. 001-08597

Dear Mr. Midlock:
We have reviewed your response dated June 10, 2011 and filings and have the
following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 2
 Form 10-K for the fiscal year ended October 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 CVI Net Sales by Region, page 40

 1. We acknowledge your response to comment 2.  We note your disclosure that the
out-of-period adjustment resulted from ma thematical mistakes, mistakes in the
application of GAAP and overs ight of facts.  We also see your conclusion that
deficiencies in your internal controls ex isted.  Please tell us how you considered
whether these issues represent material w eaknesses or significant deficiencies and
how you determined that internal control ov er financial reporting is effective in
light of the identified matters. Refer to Rule 308(a)(3) of Regulation S-K.
 Restructuring Costs, page 43

 2. We refer to your response to comment 3.  In future filings, to the extent it is
material, please quantify and describe e xpected cost savings from restructuring
plans similar to that in your re sponse.  Refer to SAB Topic 5.P.4.

3. Further to your response to prior comment 7, please tell us the amount of cash,
cash equivalents and investments held by foreign subsidiaries that would be
subject to a potential tax impact associat ed with the repatriation of undistributed
earnings on foreign subsidiaries.
 Financial Statements

 Note 11.  Employee Benefits, page 99

 4. We refer to your response to comment 13.  In future filings please briefly describe
your “individual fund procedur es” and how liquidity rest rictions and fund status
impacted your valuations similar to your  response consistent with ASC 820-10-
50.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 3
 Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 5. Further to your response to prior co mment 18, please explain further why the
effective settlement of a supply contract  with unfavorable terms compared to
current market terms from the company’s prospective resulted in  a gain and not a
loss.  Refer to the example in 805-10-55-30 through 55-32.
 Form 10-Q for the quarterly period ending April 30, 2011

 Consolidated Financial Statements

 Note 6.  Income Taxes, page 12

 6. We see your effective tax rate  for the fiscal first half of 2011 is 7.1% compared to
a range of 13.5% to 9.3% between fisc al 2008 and 2010.  Please provide to us a
summary of tax benefits you receive in fo reign locations that attributes to the
reduced effective tax rate.
 Note 13.  Contingencies, page 23

 7. We acknowledge your response to co mment 16.  Please tell us how you
considered the disclosures required by FASB ASC 450-20-50 and SAB Topic 5-Y
regarding the Rembrandt Visi on Technologies litigation.
 Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 26
 Capital Resources and Liquidity, page 37

 Financing Cash Flow, page 38

 8. We note that your discussion of cash flow s from financing activities aggregates
debt activity and does not separately disc uss material transactions such as your
repurchase of senior notes and how the repur chase was financed.  In future filings
please include a discussion of materi al factors necessary to convey an
understanding of cash flows.  Refer to  the Securities Act Release 33-8350,
Interpretation:  Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Conditi on and Results of Operation.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 4
 You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments.
You may also contact me at (202) 551-3671 with any other questions.

Sincerely,  /s/ Kate Tillan  for     Martin James Senior Assistant Chief Accountant

CORRESP
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Correspondence Letter

 June 10, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Attn:
Mr. Martin James

Senior Assistant Chief Accountant

Re:
The Cooper Companies, Inc.

Form 10-K for the Year Ended October 31, 2010

Filed December 17, 2010

Form 10-Q for the Quarterly Period Ended January 31, 2011

File No. 001-08597

 Dear Mr. James:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter to Eugene J.
Midlock, the Company’s Chief Financial Officer, dated May 31, 2011. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form 10-K for the Year Ended October 31, 2010

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

 Outlook, Page 37

1.
We refer to your disclosure in the second paragraph of page 38 that you have adequate resources to fund future operations. Please tell us how your disclosure
considered Instruction 5 of paragraph 303(A) of Regulation S-K which requires a company to discuss liquidity on both a long-term and short-term basis. Further, under FRR 501.03.a, short-term liquidity generally covers cash needs up to 12 months into
the future whereas the discussion of long-term liquidity and long-term capital resources must address material capital expenditures, significant balloon payments or other payments due on long-term obligations, and other demands or commitments,
including any off-balance sheet items, to be incurred beyond the next 12 months, as well as the proposed sources of funding required to satisfy such obligations.

 RESPONSE

 The Company believes that its cash flows provided by operating activities and by
its recent debt refinancing will be sufficient to meet its operating requirements, contractual obligations and

 Securities and Exchange Commission

 June 10, 2011

  Page
 2

commitments for the twelve month period (short-term) and beyond the next twelve months (long-term) measured from the date of the filing of its Annual Report on Form 10-K for the fiscal year ended
October 31, 2010. The Company’s use of the words “future operations” was intended to convey to the reader that the Company expects future cash flows to be adequate to cover both short-term and long-term cash requirements.

 In arriving at this conclusion, the Company considered the following factors which we disclosed in the Form 10-K:

1.
Positive operating cash flows as reported on the Consolidated Statements of Cash Flows and discussed in “Capital Resources and Liquidity” in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

2.
Contractual obligations (long-term debt, interest payments and operating leases), commercial commitments including future benefit payments for pension plans, short-term
debt and hedges as also discussed and disclosed in “Capital Resources and Liquidity” and Note 6. Debt, Note 7. Financial Instruments, Note 11. Employee Benefits and Note 12. Commitments and Contingencies.

 The Company thus reviewed and analyzed the material cash flow trends, commitments, demands and uncertainties affecting its
sources of cash flow, anticipated cash requirements and capital expenditures over the short- and long-term and concluded that it would be able to meet its operating cash needs, contractual obligations and commitments.

In response to the Staff’s comment, the Company will enhance its disclosure in future filings to discuss liquidity on both a short-term and a
long-term basis in line with the requirements of Instruction 5 of paragraph 303(A) of Regulation S-K.

 CVI Net Sales by Region, Page
40

2.
We see you recorded $10.1 million of out-of-period adjustments in the first quarter of 2010 related to under-accrued rebates in 2009. We also see you recorded
out-of-period adjustments in fiscal 2009 of approximately $3.6 million that related to prior years. Please provide us with your analysis of whether the adjustments represented errors under ASC 250-10 or whether the adjustments were a change in
accounting estimate. Please explain your reasoning.

 RESPONSE

As noted in the Staff’s comment, during the fiscal first quarter of 2010, the Company identified and corrected errors related to rebate programs that
reduced net sales by $10.1 million for the period. The Company recorded entries to correct for the under-accrual of various rebate programs that related to prior periods. The Company confirms to the Staff that this adjustment arose from an error in
recognition and measurement in the financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles and oversight of facts that existed at the time the financial statements were
prepared.

 Securities and Exchange Commission

 June 10, 2011

  Page
 3

 The Company performed a review of the rebate and incentive accrual processes and noted several factors
including the use of inadequate redemption rates, a deficient methodology related to accounting for earned rebates not yet redeemed and insufficient review processes. While we concluded that deficiencies in our internal controls existed, we
determined that compensating controls designed to detect material errors were operating effectively.

 After review of the impact of the errors
in the prior fiscal years, the Company concluded that the effects of the out-of-period adjustment was not quantitatively material to any previously issued consolidated financial statements, to the fiscal first quarter of 2010 or to projected
full-year 2010 financial results. The Company also reviewed the magnitude of the out-of-period adjustment on a cumulative basis and correction of the errors in the fiscal first quarter of 2010 and concluded that the adjustment was not material based
on the dollar value, percentage of net income or impact on earnings per share.

 In addition to these quantitative factors, the Company also
considered the total mix of information relating to the errors for each individual reporting period and on a cumulative basis, including each of the qualitative factors indicated in SAB 99. Specifically, the Company determined that the errors did
not mask a change in earnings or other trends; did not hide a failure to meet analysts’ expectations; did not change a loss into profit or vice versa; did not have an effect of increasing management compensation; did not affect compliance with
loan covenants, contracts, or regulatory requirements; and did not involve concealment of an unlawful transaction.

 The Company therefore
determined that the misstatement and the correction do not meet the concept of materiality as described in Statement of Financial Accounting Concepts No. 2: “The omission or misstatement of an item in a financial report is material if, in
the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

 The Company respectfully submits that neither SAB 108 nor ASC 250 provides specific guidance regarding the process of correcting and
disclosing an error which is immaterial to both the current period and the prior comparative periods presented. SAB 108 states that “[c]orrecting prior year financial statements for immaterial errors would not require previously filed reports
to be amended. Such correction may be made the next time the registrant files the prior year financial statements.” The Company has not found guidance in the applicable literature specifically governing how to label corrections of immaterial
errors in prior year financial statements.

 The Company also considered, The Center for Audit Quality, AICPA, FAQ regarding disclosure of
immaterial corrections and noted that registrants should use judgment in deciding how much detail disclosure is necessary for immaterial corrections.

 Securities and Exchange Commission

 June 10, 2011

  Page
 4

 On the basis of these considerations, and our evaluations of materiality under SAB 99 and SAB 108, the
Company concluded that the errors were not quantitatively and qualitatively material for each individual reporting period and on a cumulative basis, and that an appropriate method for correcting these immaterial errors was to record a correction in
the Company’s fiscal first quarter of 2010 financial statements and to provide disclosure.

 With respect to the fiscal 2009 adjustment of
approximately $3.6 million, the Company identified and corrected several unrelated immaterial errors that impacted cost of sales for the period and resulted in a net decrease to net income of $3.6 million. For a comprehensive discussion, we
respectfully refer you to the Company’s response to comment No. 5 in our response to the Staff dated November 10, 2009.

Restructuring Costs, Page 43

3.
We see that you have implemented restructuring plans in both 2010 and 2009. Please tell us how you considered the disclosure requirement of SAB Topic 5.P including
disclosing the impact on headcount and quantifying and describing the expected cost savings from restructuring plans.

RESPONSE

 In determining the disclosures
referenced above, the Company reviewed the accounting guidance related to exit and restructuring activities and related disclosure guidance including SAB Topic 5.P3 and 5.P4. In the disclosures, the Company discussed the events and decisions which
gave rise to each restructuring plan, identified the periods in which the cash outlays were anticipated, the expected completion dates of each significant component and the income statement line items that were impacted. The Company discussed the
likely effects of management’s plans on its financial position, operating results and liquidity where the Company deemed a material effect was likely to occur.

 With respect to the 2009 CooperVision Manufacturing restructuring plan, the Company disclosed the headcount reduction of approximately 480 direct manufacturing employees. The Company did not provide a
quantitative discussion of the expected effects on future earnings and cash flows because the Company determined that the expected amount of future savings would not be material to known or expected future trends in operating performance. The
Company estimated that there would be no savings in fiscal 2010, savings of approximately $7.5 million in fiscal 2011and that future savings would be approximately $15 million per year on an annualized basis thereafter. This compares to fiscal 2010
cost of sales of $482 million and forecasted annualized fiscal 2011 cost of sales of $480 million.

 With respect to the Critical Activity
restructuring plan that was initiated in the fiscal first quarter of 2009, the Company disclosed the events and decisions which gave rise to the restructuring and identified the periods in which the cash outlays were anticipated. This restructuring
plan focused on streamlining work processes and reducing headcount across business functions and geographic regions. The Company did not provide a quantitative discussion of the expected cash savings because the Company determined that the amount of
future savings would not be material to any income statement line items or known or expected future trends in operating performance.

 Securities and Exchange Commission

 June 10, 2011

  Page
 5

 Capital Resources and Liquidity, Page 48

4.
We note that your discussion of cash flows from operating activities reflects certain key performance indicators. The discussion of cash flows from operating
activities should also describe the primary drivers of and other material factors necessary to convey an understanding of cash flows, describe the indicative value of historical cash flows, and describe the underlying business reasons for changes in
operating cash flows from period-to-period. In future filings, you may consider items such as the impact of restructuring, litigation settlements, introduction of new products and business acquisitions. Please appropriately revise in future filings.
For guidance please refer to the Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESPONSE

 The Company will revise future
filings to include additional discussion of the primary drivers of and other material factors necessary to convey an understanding of operating cash flows, describe the indicative value of historical cash flows and describe the underlying business
reasons for changes in operating cash flows from period-to-period.

5.
In future filings, please disclose the amounts available under your revolving credit facilities.

6.
If applicable, please disclose material covenants for your borrowings and whether you are in compliance with the covenants. Refer to subsection C of Section IV of
Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 RESPONSE

 In response to comments No. 5 and No. 6, in prior annual and quarterly
filings, this information was disclosed in the Company’s Notes to Consolidated Financial Statements under “Debt.” In the Company’s Quarterly Report on Form 10-Q for the fiscal second quarter ended April 30, 2011 that was
filed on June 4, 2011, the Company revised its discussion of Capital Resources and Liquidity in its Management’s Discussion and Analysis of Financial Condition and Results of Operations to include the disclosure of the amounts available
under its revolving credit facilities together with a description and the status of the related material covenants.

 In future filings, the
Company intends to continue to include disclosure in substantially the same form in both its discussion of financing cash flows under Capital Resources and Liquidity and in the discussion of debt in its Notes to Consolidated Financial Statements.

 Securities and Exchange Commission

 June 10, 2011

  Page
 6

7.
Please tell us your consideration of providing enhanced liquidity disclosures to discuss the amount of cash, cash equivalents and investments held by foreign
subsidiaries that would be subject to a potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries to illustrate that some investments are not presently available to fund domestic operations such as
corporate expenditures or acquisitions without paying a significant amount of taxes upon their repatriation. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

RESPONSE

 In response to the
Staff’s comment requesting enhanced liquidity disclosure discussing the amount of cash, cash equivalents and investments held by foreign subsidiaries, the Company respectfully directs the Staff to the Company’s consolidated balance sheets
and cash flows which reflect low amounts of cash and cash equivalents. The Company believes that it has adequate cash resources stemming from United States operations to fund domestic operations such as corporate expenditures or acquisitions without
having to repatriate foreign undistributed earnings. Further, as disclosed in Note 6. Debt, the Company had $397.1 million available on its domestic revolving credit facility.

 With respect to the repatriation of undistributed earnings, the Company disclosed in Note 5. Income Taxes that the “…Company intends to reinvest this amount outside the U.S.
indefinitely.” The Company believes that its decision to permanently invest undistributed earnings did not have an adverse impact on its liquidity or ability to fund operating activities at year-end.

However, in future filings, the Company confirms that it will more specifically state the

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 31, 2011
 Mr. Eugene J. Midlock Senior Vice President and Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
 Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 Form 10-Q for the Quarterly Period Ended January 31, 2011 File No. 001-08597

Dear Mr. Midlock:
 We have reviewed your filings and have the following comments.
We have
limited our review to only your financial statements and related disclosures and do not intend
to expand our review to other portions of your documents.  In some of our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 2  Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Outlook, page 37

1. We refer to your disclosure in the se cond paragraph of page 38 that you have
adequate resources to fund future operati ons. Please tell us how your disclosure
considered Instruction 5 of paragraph 303(A) of Regulation S-K which requires a
company to discuss liquidity on both a long- term and short-term basis.  Further,
under FRR 501.03.a, short-term liquidity ge nerally covers cash needs up to 12
months into the future whereas the di scussion of long-term  liquidity and long-
term capital resources must address material capital expenditures, significant balloon payments or other payments due on long-term obligations, and other demands or commitments, including any o ff-balance sheet items, to be incurred
beyond the next 12 months, as well as th e proposed sources of  funding required to
satisfy such obligations.
 CVI Net Sales by Region, page 40

 2. We see you recorded $10.1 million of out -of-period adjustments in the first
quarter of 2010 related to under-accrued rebates in 2009.  We also see you
recorded out-of-period adjustments in fiscal 2009 of approximately $3.6 million
that related to prior years.  Please prov ide us with your analysis of whether the
adjustments represented errors under AS C 250-10 or whether the adjustments
were a change in accounting estimat e.  Please explai n your reasoning.
 Restructuring Costs, page 43

 3. We see that you have implemented rest ructuring plans in both 2010 and 2009.
Please tell us how you considered the di sclosure requirement of SAB Topic 5.P
including disclosing the impact on headc ount and quantifying and describing the
expected cost savings fr om restructuring plans.

Capital Resources and Liquidity, page 48

4. We note that your discussion of cash fl ows from operating activities reflects
certain key performance indicators.  The discussion of cash flows from operating
activities should also describe the primar y drivers of and other material factors
necessary to convey an unde rstanding of cash flows, de scribe the indicative value
of historical cash flows, and describe the underlying business reasons for changes
in operating cash flows from period-to-peri od.  In future filings, you may consider
items such as the impact of restructuri ng, litigation settlement s, introduction of
new products and business acquisitions.  Please appropriately revise in future
filings.  For guidance please refer to the Securities Act Release 33-8350,

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 3
Interpretation: Commission Guidance Re garding Management's Discussion and
Analysis of Financial Conditi on and Results of Operations.
 5. In future filings, please disclose the amounts available under your revolving credit
facilities.
 6. If applicable, please disclose material covenants for your borrowings and whether
you are in compliance with the covenants.  Refer to subsection C of Section IV of
Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Conditio n and Results of
Operations.
 7. Please tell us your consideration of provi ding enhanced liquidity disclosures to
discuss the amount of cash, cash equivale nts and investments held by foreign
subsidiaries that would be subject to a potential tax im pact associated with the
repatriation of undistributed earnings on fo reign subsidiaries to illustrate that
some investments are not presently availa ble to fund domestic operations such as
corporate expenditures or acquisitions without paying a sign ificant amount of
taxes upon their repatriation.  We refer you to Item 303(a)(1) of Regulation S-K
and Section IV of SEC Release 33-8350.

Consolidated Financial Statements

 Note 1.  Summary of Significan t Accounting Policies, page 64

 Estimates and Critical Accounting Policies, page 64

 8. Please tell us the signific ant terms of each of your cu stomer incentive programs
including cash discounts, promotiona l and advertising allowances, volume
discounts, contractual pricing allowances , rebates and specifically established
customer product return programs.
 9. Please tell us how you account for and meas ure each of these programs.  Tell us
the amount and reasons for any adjustments recorded in the periods presented and
your subsequent interim periods for u nder or over accruals for the customer
incentives.  Discuss how any adjustme nts have impacted the analysis and
accounting for the programs and th e related revenue recognition.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 4  Note 5.  Income Taxes, page 75

 10. We refer to your disclosure on page 79 related to the impact on your financial
position of the proposed IRS adjustments.   Please tell us the impact on your
results of operation and cash flows and w hy you did not include this information
in your disclosures.
 11. Please tell us the types of events that  would cause your temporary difference for
undistributed earnings of foreign subsidia ries to become taxable and the amount
of the unrecognized deferred tax liabili ty for the temporary difference if
determination of that liab ility is practicable.  Pl ease also tell us how you
considered the disclosures required by ASC 740-30-50-2.
Note 11.  Employee Benefits, page 99

 12. We refer to the table of assumptions included on page 101.  We note your
expected rate of return on plan assets at the end of the year and for determining
net periodic pension cost range from 8.5%  to 9.0% for the periods presented.
Please tell us how this rate compares to  your historical retu rns and provide the
returns for the medium-to-large-sized defi ned benefit pension funds with similar
asset allocations you described.

13. We refer to your disclosure on page 103 regarding observable Level 2 inputs.
Please tell us about your “individual fund procedures” and how liquidity
restrictions and fund status  impacted your valuations.
 14. In a related matter, we see your disclosure  related to Level 3 assets followed by
the fair value determination description of real estate funds.  Please tell us if the
real estate funds were eval uated using Level 3 inputs, a nd if so, why they are not
reflected as a Level 3 asse t in the table on page 102.
 Note 12.  Commitments and Contingencies, page 104

 15. We note the disclosure that by “describ ing any particular matter, the Company
does not intend to imply that it or its legal advisors have  concluded or believe that
the outcome of any of those particular matters  is or is not likely to have a material
adverse impact upon the Company’s consolid ated financial position, cash flows or
results of operations.”  Please tell us why you included this disclosure and your
consideration of the disclosu res required by ASC 450-20-50.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 5  16. We note that you recorded a legal settlem ent of $27 million in  the quarter ending
April 30, 2010.  Please respond to the following:

• In your October 31, 2009 Form 10-K and January 31, 2010 Form 10-Q,
we noted no disclosure of an estimate of the possible loss or range of loss
nor a statement that such an estimate  cannot be made.  Please explain how
you evaluated your disclosure obligations under ASC 450-20-50,
including paragraph 50-4 .
• Please explain the triggering events that caused you to record the accrual
in the quarter ending April 30, 2010.

Item 9A.  Controls a nd Procedures, page 117

 Evaluation of Disclosure Cont rols and Procedures, page 117

 17. Your current disclosure appears to qua lify the conclusion required by Item 307 of
Regulation S-K which require s the company to disclose the conclusions of the
company’s principal executive and princi pal financial officers, or persons
performing similar functions, regarding th e effectiveness of the registrant's
disclosure controls and procedures as of the end of the period covered by the
report.  That is, the company should disclo se whether the disclosure controls and
procedures are or are not effective.  Pleas e revise future filings to comply with
Item 307 of Regulation S-K.
Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 18. Please show us how you determined the am ount of the gain on  the settlement of
your preexisting relationship with Aime of  $6.1 million.  Relate the calculation to
the accounting literature relied upon.  Refer to ASC 805-10-25-20 through 25-21
(formerly paragraphs 57 – 58 of SFAS 141R).
 Note 13.  Contingencies, page 25

 19. We refer to your disclosure that the resu lts of contingencies “cannot be predicted
with certainty”.  In that regard, FASB ASC 450-20 does not require that
contingencies be certain for accounting or  disclosure purposes.  Please explain
why you included this disclosure and how it factored into the company’s
assessments of its liabilities for these contingencies.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 6
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 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts 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 provi de 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
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments.
You may also contact me at (202) 551-3671 with any other questions.

Sincerely,

/s/ Kate Tillan
   for
 Martin James Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
December 3, 2009

VIA U.S. MAIL

 Eugene J. Midlock Chief Financial Officer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590 Pleasanton, California 94588
 Re: The Cooper Companies, Inc.
  Form 10-K for the year ended October 31, 2008
  Filed December 19, 2008   File No. 001-08597
Dear Mr. Midlock:
  We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       Jeff Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 November 10, 2009

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3030

 100 F Street N.E.

 Washington, DC 20549

Attn:
Mr. Jay Webb

 Accounting
Reviewer

Re:
The Cooper Companies, Inc.

 Form
10-K for the year ended October 31, 2008

 Filed December 19, 2008

 File No. 001-08597

 Dear
Mr. Webb:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter to
Eugene J. Midlock, the Company’s Chief Financial Officer, dated October 28, 2009. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form 10-K for the year ended October 31, 2008

 Management’s Discussion & Analysis of Financial Condition & Results of Operations - Page 39

 Estimates and Critical Accounting Policies - Page 54

1.
We note your disclosure that goodwill impairment analysis and measurement is a process that requires significant judgment. Regarding your impairment analysis of
goodwill, and in the interest of providing readers with a better insight into management’s judgments into accounting for goodwill and intangible assets, please tell us and consider disclosing the following in future filings:

•

 A qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon
reasonably likely changes.

•

 If applicable, how the assumptions and methodologies used for valuing goodwill in the current year have changed since the prior year
highlighting the impact of any changes.

 Mr. Jay Webb

 November 10, 2009

  Page
 2

 RESPONSE

 The material assumptions used in our goodwill impairment analysis and measurement using the discounted cash flow method were the discount rates and revenue forecasts. Discount rates are based on a
weighted average cost of capital, which represents the average rate a business must pay its providers of debt and equity capital. The discount rates used by the Company in the fiscal 2008 annual goodwill impairment test as of April 30, 2008,
were 8.2% for CooperVision and 9.9% for CooperSurgical. Consistent with prior periods, we used these discount rates as they were a representative weighted average cost of capital for our reporting units with consideration given to the current
condition of the global economy at that time. Management determines revenue forecasts based on our best estimate of near term revenue expectations and long term projections which include review of published independent industry analyst reports and
economic data. The revenue forecasts used in the annual goodwill impairment test for 2008 were consistent with the prior year.

 To test the
sensitivity of our analysis, the Company recomputed the discounted cash flows using the discount rates from our prior year or fiscal 2007 analysis of 11% for CooperVision and 15% for CooperSurgical. The higher discount rate resulted in about a 40%
and 43% lower valuation for CooperVision and CooperSurgical, respectively, but did not change the results of our impairment testing.

 As part
of the disclosure in our Annual Report on Form 10-K referred to above, we discuss that management performed an interim goodwill impairment test as of October 31, 2008. We determined the discount rates using the same methodology with
consideration given to the condition of the global economy at that time. The discount rates used were 12.5% for CooperVision and 13.4% for CooperSurgical with the change due primarily to the tighter credit conditions in our fiscal fourth quarter of
2008. We also adjusted the near term revenue forecasts of each reporting unit with consideration given to the condition of the global economy and the diminished expectations for the U.S. and the global economy. The decrease in projected revenue for
our reporting units resulted in lower cash flow during the projection period which resulted in lower fair values under the discounted cash flow method. The changes to our significant assumptions for the interim impairment test did not change the
results of our annual impairment testing.

 For the interim goodwill impairment test as of October 31, 2008, as a result of the decline in
the price of our common stock to a value below the Company’s per share book value in our fiscal fourth quarter of 2008, management also considered a material assumption to be the premium for control to bridge the fair value of our reporting
units to our market capitalization. The premium for control was based on our review of premiums paid by third parties in comparable recent transactions.

 Mr. Jay Webb

 November 10, 2009

  Page
 3

 We will revise our future disclosures of estimates and critical accounting policies to include
discussion, similar to the above, regarding qualitative and quantitative descriptions of our material assumptions, the sensitivity of those assumptions and changes from the prior year, substantially in the form of the following:

 We performed our annual impairment test in our fiscal third quarter 2009, and our analysis indicated that we had no impairment of goodwill.
The fair value of our reporting units is determined using either the income or the market valuation approach or a combination thereof. Under the income approach, specifically the discounted cash flow method, the fair value of the reporting unit is
based on the present value of estimated future cash flows that the reporting unit is expected to generate over its remaining life. Under the market approach, the value of the reporting unit is based on an analysis that compares the value of the
reporting unit to values of publicly traded companies in similar lines of business.

 In the application of the income and
market valuation approaches, the Company is required to make estimates of future operating trends and judgments on discount rates and other variables. Discount rates are based on a weighted average cost of capital, which represents the average rate
a business must pay its providers of debt and equity capital. We used discount rates which are the representative weighted average cost of capital for each of our reporting units in comparison with guideline companies, with consideration given to
the current condition of the global economy. The discount rates used in the current year are about 200 basis points lower than our prior interim analysis completed as of October 31, 2008 due to changes in credit markets and the current
condition of the U.S. and the global economy. Management determines revenue forecasts based on our best estimate of near term revenue expectations and long term projections which include review of published independent industry analyst reports. The
revenue forecasts used in the annual goodwill impairment test for 2009 were consistent with our prior interim analysis completed as of October 31, 2008. For the current year, management determined that applying equal weight to both our income
and market analyses provided the most reliable indications of fair value of our reporting units.

 In reconciling the combined
fair value of our reporting units to our market capitalization, we used the closing price of our common stock at April 30, 2009, the end of our fiscal second quarter, and we applied a premium for control based on our review of premiums paid by
third parties in comparable recent transactions. We determined an appropriate premium for control by analyzing individual transactions in our markets and selected target companies whose operations were comparable to our two reporting units.
Management will continue to monitor the relationship of Cooper’s market capitalization to both its book value and tangible book value and to evaluate the carrying value of goodwill.

 Mr. Jay Webb

 November 10, 2009

  Page
 4

 Actual future results related to assumed variables could differ from these estimates.
Goodwill impairment analysis and measurement is a process that requires significant judgment. If our common stock price continues to trade below book value per share, there are changes in market conditions or a future downturn in our business, or
the annual goodwill impairment test indicates an impairment of our goodwill, the Company may have to recognize a non-cash impairment of its goodwill that could be material, and could adversely affect our results of operations in the period
recognized and also adversely affect our total assets, stockholders’ equity and financial condition.

 Our methodology for valuing our
reporting units has not changed since we adopted ASC 350. The assumptions used in the fair value calculation may change from year to year, depending upon the circumstances that exist each year. However, the impact of the change of assumptions did
not result in an impairment to goodwill.

2.
In a related matter, we see you indicate “as a result of the decline in the price of our common stock in the fiscal fourth quarter 2008 to a value below your
per share book value, including goodwill, and given the present stock price volatility and uncertainty surrounding the global economy, you performed an interim goodwill impairment test as of October 31, 2008.” Based on the referenced
disclosures as well as the current price of your common stock, it appears to us you may have reporting units that are at risk of failing step one of the impairment test (see FASB ASC 350-20-35-4 to 8). Accordingly, in future filings please consider
providing the following disclosures herein for each reporting unit that is at risk of failing step one of the impairment test:

•

 Percentage by which fair value exceeded carrying value as of the date of the most recent test;

•

 Amount of goodwill allocated to the reporting unit;

•

 Description of the methods and key assumptions used and how the key assumptions were determined;

•

 Discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to
the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

•

 Description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key
assumptions.

 Mr. Jay Webb

 November 10, 2009

  Page
 5

 RESPONSE

 We note your comment that it appears we may have reporting units at risk of failing step one of the impairment test based on disclosures included in our fiscal 2008 annual report on Form 10-K. We
respectfully refer you to our fiscal 2009 Form 10-Q for the quarterly period ended July 31, 2009, where we disclose that we completed our fiscal 2009 annual impairment analysis, as of April 30, 2009, and no impairment of our two reporting
units was indicated. Neither of our reporting units was at risk of failing step one of the impairment test.

 In our fiscal 2009 annual
impairment analysis, the assumptions used in the fair value calculations were consistent with prior analyses and updated for current year information. The impact of changes to the assumptions did not result in an indication of impairment of goodwill
for the current year for our reporting units. Please refer to the above for a discussion of our expanded disclosure for the fiscal 2009 annual report on Form 10-K.

 We will revise our disclosure in future filings as requested if our impairment analysis indicates that a reporting unit is at risk of failing step one of the impairment test.

 Note 1. Summary of Significant Accounting Policies - Page 67

 Business Combinations - Page 69

3.
We note your disclosure that “On individually significant acquisitions, you utilize independent valuation experts to provide a basis in order to refine the
purchase price allocation.” Please describe to us and revise future filings to clarify the nature and extent of the third party appraiser’s involvement and management’s reliance on the work of the independent appraisers. Please refer
to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be applicable to the extent your Form 10-K is
incorporated by reference into any registration statement.

 RESPONSE

 The disclosure referenced above, was not intended to indicate that the independent valuation experts were acting as experts as defined in the Securities Act
of 1933. In accounting for business combinations, management assumes full responsibility for determining the fair value of our assets and liabilities acquired in business combinations, including the fair value of acquired identifiable intangible
assets. In doing so, management considers reports prepared by a third party expert as well as on our understanding of the acquired business and related information. We will revise our disclosure in future filings to discontinue further references to
the utilization of third-party experts and valuation specialists for purposes of clarifying that management has made and is responsible for the final determinations, consistent with Question 141.02 of the Staff’s Compliance and Disclosure
Interpretations.

 Mr. Jay Webb

 November 10, 2009

  Page
 6

 Reclassification - Page 73

4.
We note that you revised your financial position for goodwill and accumulated other comprehensive income from amounts reported in your Consolidated Balance Sheet and
foreign currency translation adjustment in your Consolidated Statement of Comprehensive Income/(Loss) that were included in your previously filed Annual Report on Form 10-K for the fiscal year ended October 31, 2007, and your Quarterly Reports
on Form 10-Q for the periods ended January 31, 2008 and April 30, 2008. Please explain to us in greater detail the nature, facts and circumstances behind this revision. Specifically tell us the dollar amount of the error as of the dates
and periods referenced above and why you were not required to revise your Consolidated Statements of Operations for the referenced periods due to the error. Also, tell us how you complied with the guidance and disclosure requirements of FASB ASC 250
in this filing as a result of the referenced revision. Finally, explain to us how you accounted for the revision and cite the applicable U.S. GAAP that supports your accounting.

 RESPONSE

 In our fiscal third quarter of
2008, management determined that, since acquisition, the goodwill attributable to some acquired foreign entities that was recorded on the intermediary parents’ books was not considered in the Company’s monthly translation process. For
several acquisitions, goodwill was recorded in an acquisition entity that had a U.S. dollar functional currency, while the other assets and liabilities acquired were properly recorded on the acquired entities’ books in that entities’ local
currency (i.e. goodwill had not been “pushed-down” to the foreign subsidiary). The U.S. dollar is the functional and reporting currency for the Company.

 According to ASC 830, goodwill arising from the acquisition of a foreign subsidiary is to be measured in the foreign currency, regardless of whether it is recorded on the parent, intermediary parent or
foreign subsidiary’s books. This implies that goodwill does not avoid foreign currency translation even when recorded in a U.S. functional currency parent or intermediary parent.

 Tabulated below is the impact of the translation of goodwill for the entities whose goodwill had not been translated during each reporting period:

($ in thousands)

Cumulative
FX
Translation

FX
Adjustment

Total Assets

Adjustment as
a Percent of
Total Assets

Total
Goodwill

Adjustment
as a Percent
of Total
Goodwill

Total Equity

Adjustment
as a
Percent of
Total
Equity

7/31/2008

$
29,972

($
5,926
)

$
2,645,554

-0.2
%

$
1,256,204

-0.5
%

$
1,466,632

-0.4
%

4/30/2008

30,351

(5,547
)

2,629,658

-0.2
%

1,256,949

-0.4
%

1,433,706

Mail Stop 6010

 July 5, 2006

Mr. Steven M. Neil
Chief Financial Officer, Vice President and Treasurer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588

Re: The Cooper Companies, Inc.
Form 10-K for the fiscal year ended October 31, 2005
Filed January 17, 2006
File No. 001-08597

Dear Mr. Neil:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence with the SEC

 6140 Stoneridge Mall Road, #590

 Pleasanton, CA 94588

 (925) 460-3600

 (925) 460-3649- FAX

 June 23, 2006

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 Washington, DC 20549-6010

Attn:
Mr. Brian Cascio

   Accounting Branch Chief

Re:
The Cooper Companies, Inc.

   File
No. 001-08597

   Form 10-K for the fiscal year ended October 31, 2005, filed January 17, 2006

   Response Letter dated May 8, 2006

 Dear Mr. Cascio:

 The Cooper Companies, Inc. (the Company or Cooper) has responded, as set forth below, to the comments
contained in your letter to Steven M. Neil, the Company’s Chief Financial Officer, dated June 14, 2006. For ease of reference, we have set forth the Staff’s comments and our response for each item.

 Form 10-K For the Fiscal Year Ended October 31, 2005

1.
Please file your response letter dated May 8, 2006 and all future correspondence on EDGAR.

 Response

 On June 23, 2006, we
filed on EDGAR our response letters dated May 8, 2006, and June 23, 2006, and we plan to file all future correspondence on EDGAR.

 Form
10-K/A Amendment No. 1 For the Fiscal Year Ended October 31, 2005

2.
We note your response to prior comment five and reissue our comment. Please revise to include the complete text of the item number you are filing under in accordance with
Exchange Act Rule 12b-15 and Regulation S-X. In addition, to avoid investor confusion you may include an explanatory note in your amendment explaining the reason for the amendment and any changes included in the amendment.

 Mr. Brian Cascio

 June 23, 2006

 Page 2

3.
We note your response to prior comment six in which you state “if the financials are not filed with the amendment, then no certifications are required to be filed.”
Please revise to include the certifications of your principal executive officer and principal financial officer. Refer to exchange Act Rule 12b-15 which states “an amendment to any report required to include the certifications as specified in
§240.13a-14(b) or §240.15d-14(a) must include new certifications by each principal executive and principal financial officer of the registrant, and an amendment to any report required to be accompanied by the certifications as specified in
§240.13a-14(b) or §240.15d-14(b) must be accompanied by new certifications by each principal executive and principal financial officer of the registrant.”

 Response

 On June 23, 2006,
Cooper filed Amendment No. 2 to our Form 10-K for the fiscal year ended October 31, 2005 (the 10-K) to include the complete text of Item 8. Financial Statements and Supplementary Data, of our 10-K, as amended by Amendment
No. 1 to the 10-K, filed on February 8, 2006 (Amendment No. 1), including the audited financial statements in accordance with Exchange Act Rule 12b-15 and Regulation S-X. Our Amendment No. 2 includes as exhibits the
certifications of our principal executive officer and principal financial officer and the consent of our independent registered public accounting firm, KPMG LLP. No other changes have been made in this amendment to the information contained in the
10-K, as amended by Amendment No. 1.

 Amendment No. 1 amended the 10-K solely to include a revised report of the independent registered public
accounting firm with respect to its audit of management’s assessment of internal control over financial reporting (404 Report) and such firm’s consent. As described in our response to your comment letter dated April 26, 2006, shortly
following the filing of the 10-K on January 17, 2006, KPMG contacted management to say that certain language which KPMG intended to include in the 404 Report to meet specific elements required by Auditing Standard No. 2 were missing in the
404 Report provided by KPMG and filed by the Company and requested that a revised 404 Report be filed. Although the Company believed that, in light of all of the circumstances, the revisions were neither substantive nor material to an
investor’s understanding, after discussion the revised report was filed as an amendment to the 10-K. The revisions did not alter KPMG’s opinion on whether management’s assessment of the effectiveness of the Company’s internal
control over financial reporting as of October 31, 2005, was fairly stated, in all material respects, based on the applicable control criteria under the COSO framework.

 Mr. Brian Cascio

 June 23, 2006

 Page 3

 Please note that we have not included a marked copy showing changes from Amendment No. 1 to Amendment No. 2, as we did not
believe it would be helpful in this circumstance. We confirm to you that the only changes from Amendment No. 1 to Amendment No. 2 are the new Explanatory Note and the inclusion of (1) the Report of Independent Registered Public
Accounting Firm with respect to the Company’s consolidated financial statements, (2) such consolidated financial statements and supplementary data, (3) new certifications of the Company’s Chief Executive Officer and Chief
Financial Officer (as to which the only changes are in the dates of such certifications), and (4) a new Consent and Report of Independent Registered Public Accounting Firm on Schedule with respect to the amendment. Neither (1) nor
(2) contain any changes from such information included in the Company’s 10-K as originally filed on January 17, 2006. Amendment No. 2 contains no changes to the Report of Independent Registered Public Accounting Firm with respect
to management’s assessment of internal control over financial reporting, included therein, as that report is the same as the report included in Amendment No. 1. Changes to such report as filed in Amendment No. 1, compared to such
report included in the 10-K as originally filed, were provided to you in our May 8, 2006 letter responding to your original comments 5 and 6 in your letter dated April 26, 2006.

 We acknowledge 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 in the filing reviewed by the staff do not foreclose 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.

 Please contact me if you have any further comments or need additional information with
respect to the filings.

Sincerely,

 /s/ Steven M. Neil

Steven M. Neil

Vice President and Chief Financial Officer

cc:
Lynn A. Dicker – SEC

 Erica Steinberger –
Latham & Watkins

CORRESP
1
filename1.htm

Correspondence to the SEC

 6140 Stoneridge Mall Road

 Suite 590

 Pleasanton, CA 94588-3237

 925/460-3600

 Fax: 925/460-3649

 May 8, 2006

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 Washington, DC 20549-6010

Attn:
Mr. Brian Cascio

Accounting Branch Chief

Re:
The Cooper Companies, Inc.

File No 001-08597

Form 10-K for the fiscal year ended October 31, 2005, filed January 17, 2006

 Dear Mr. Cascio:

 The Cooper Companies, Inc. (the Company or Cooper) has responded, as set forth below, to the
comments contained in your letter to Steven M. Neil, the Company’s Chief Financial Officer, dated April 26, 2006. For ease of reference, we have set forth the Staff’s comments and our response for each item.

 Form 10-K for the Fiscal Year Ended October 31, 2005

 Note 2. Acquisitions, page 62

 Acquisition of Ocular, page 62

1.
We note your acquisition of Ocular Sciences, Inc. on January 6, 2005 and that $857.6 million of the purchase price was allocated to goodwill. Please disclose in future
filings the valuation methodologies and significant assumptions used to allocate the purchase price to the acquired assets and liabilities, including goodwill and intangible assets. In addition, please also disclose the factors that contributed to a
purchase price resulting in the recognition of goodwill as required by paragraph 51.b of SFAS 141.

 Response

 We will revise our disclosure in future filings as requested.

 Mr. Brian Cascio

 May 8, 2006

 Page 2

 Accrued Acquisition Costs, page 65

2.
We note your accrued acquisition costs of $11,843,000 and $41,110,000 at October 31, 2004 and 2005, respectively. Please revise future filings to disclose a description of
the major actions that comprise the plan to exit an activity or involuntarily terminate (relocate) employees of the acquired company, activities of the acquired company that will not be continued, including the method of disposition, and the
anticipated date of completion and a description of employee group(s) to be terminated (relocated). Refer to EITF 95-3.

 Response

 We will revise our disclosure in future filings as requested.

 Note 3. Intangible Assets, page 66

3.
Please revise future filings to disclose the changes in the carrying amount of goodwill for each period for which a balance sheet is presented. Refer to paragraph 45 of SFAS 142.

 Response

 We will revise our disclosure in future filings as requested.

 Note 12. Business Segment Information, page 85

4.
Please revise your SFAS 131 disclosure of identifiable assets in future filings to present only long-lived tangible assets. This disclosure should not include goodwill or
intangible assets. Refer to paragraph 38 of SFAS 131 and question 22 in the FASB Staff Implementation Guide to Statement 131.

 Response

 We will revise our disclosure in future filings as requested. Identifiable assets are disclosed to satisfy
the requirements of FAS 131 paragraph 32 where an enterprise shall provide reconciliations of the total of the reportable segments’ assets to the enterprise’s consolidated assets. In future filings, we will continue to provide the
reconciliation of identifiable assets of reporting segments to consolidated assets in order to satisfy FAS 131 paragraph 32, but in accordance with paragraph 38 we will disclose only long-lived tangible assets by geographic area and no longer report
identifiable assets by geographical area.

 Mr. Brian Cascio

 May 8, 2006

 Page 3

 Form 10-K/A Amendment No. 1 for the Fiscal Year Ended October 31, 2005

5.
We note that Amendment No. 1 to Form 10-K includes only the report of your independent registered public accounting firm. Please revise to include the complete text of
Item 8. of your Form 10-K, including the audited financial statements in accordance with Exchange Act Rule 12b-15.

6.
As a related matter, please revise to include the certifications of your principal executive officer and principal financial officer. Refer to Exchange Act Rule 12b-15 and Part
II.A of SEC Release No 33-8124.

 Response

 Amendment No. 1 to Cooper’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005 (the 10-K) amended the 10-K to include a revised report
of its independent registered public accounting firm with respect to its audit of management’s assessment of internal control over financial reporting, not its report with respect to its audit of Cooper’s financial statements.

The 10-K was filed on January 17, 2006. Item 9A “Controls and Procedures” contained Management’s Annual Report on Internal Control Over
Financial Reporting and a cross reference to KPMG LLP’s audit of such assessment in Item 8. Item 8 “Financial Statements and Supplementary Data” contained, in addition to Cooper’s audited Consolidated Financial
Statements and KPMG’s Report of Independent Registered Public Accounting Firm on such statements, KPMG’s Report of Independent Registered Public Accounting Firm (the 404 Report) with respect to its audit of management’s assessment
contained in Management’s Annual Report on Internal Control Over Financial Reporting and, in Exhibit 23, KPMG’s consent to such filing.

 Shortly
following the filing, KPMG contacted management to say that certain language which KPMG intended to include in the 404 Report to meet specific elements required by Auditing Standard No. 2 was missing in the 404 Report provided by KPMG and filed
by the Company and requested that a revised 404 Report be filed. Although the Company believed that, in light of all of the circumstances, the revisions were neither substantive nor material to an investor’s understanding, after discussion the
revised report was filed as an amendment to the 10-K. The full text of such revised report, marked to show the changes from the 404 Report filed with the 10-K, was as follows:

 We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting,
that The Cooper Companies, Inc. did not maintain effective internal control over financial reporting as of October 31, 2005, because of the effect of a material weakness identified in management’s assessment, based on criteria established

 Mr. Brian Cascio

 May 8, 2006

 Page 4

in Internal Control—  –   Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion on the effectiveness of The Cooper Companies, Inc.’s internal control over financial reporting based on our audit.

 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

 A company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 A material weakness is a control deficiency, or combination of control deficiencies, that results in more
than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The Company identified a following material weakness in the
Company’s internal control over financial reporting has been identified and included in management’s assessment as of October 31, 2005, related to the Company’s accounting for acquisitions. Specifically,
the;: The Company did not have sufficient personnel with adequate knowledge regarding accounting for acquisitions in accordance with generally accepted accounting principles. In addition, the Company did not
have policies and procedures regarding a periodic review of existing accrued liabilities related to business combinations. This material weakness resulted in the restatement of the Company’s previously issued financial statements for the
quarters ended January 31, April 30 and July 31, 2005, to correct errors related to the purchase price allocation and resulting amortization of intangible assets acquired in the Ocular acquisition. In addition, similar errors
were identified in the Company’s October 31, 2005 financial statements prior to the issuance of such financial

 Mr. Brian Cascio

 May 8, 2006

 Page 5

statements. This deficiency results in more than a remote likelihood that a material misstatement of the Company’s annual or interim financial
statements would not be prevented or detected,

 We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the balance sheets as of October 31, 2005 and 2004, and the related consolidated statements of income, cash flows and comprehensive income of The Cooper Companies, Inc. and subsidiaries. This material weakness
was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 consolidated financial statements, and this report does not affect our report dated January 17, 2006, which expressed an unqualified
opinion on those consolidated financial statements.

 In our opinion, management’s assessment that The Cooper Companies, Inc. did not
maintain effective internal control over financial reporting as of October 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—  –  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, The
Company has not maintained effective internal control over financial reporting as of October 31, 2005, based on criteria established in Internal Control—   –  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

 As described in Management’s Report on Internal Control Over
Financial Reporting, The Company acquired Ocular Sciences, Inc. during 2005 and management has excluded certain divisions of Ocular Sciences Inc. from its assessment of the
effectiveness of the Company’s internal control over financial reporting as of October 31, 2005 because the business was acquired by the Company in a purchase business combination during 2005. Subsequent to the acquisition,
certain divisions of the acquired business were integrated into the Company’s existing systems and internal control over financial reporting. We have excluded certain divisions of Ocular Sciences Inc. from our audit of the Company’s
internal control over financial reporting. The divisions of Ocular Sciences Inc. not integrated into the Company’s existing internal control over financial reporting and excluded from our audit represent, certain divisions of Ocular
Sciences, Inc.’s internal control over financial reporting associated with assets of approximately 11% of consolidated assets, liabilities of approximately 4% of consolidated liabilities and revenues of 26% of consolidated
revenues, included in the consolidated financial statements of The Cooper Companies, Inc. as of and for the year ended October 31, 2005. Our audit of internal control over financial reporting of The Cooper Companies, Inc. also
excluded an evaluation of the internal control over financial reporting of these divisions of Ocular Sciences, Inc.

 As indicated above, the Company
did not believe that the changes in the report contained any new information for investors (although the last three sentences in the fifth paragraph are new, the first two repeat, verbatim, information contained in Management’s Report on
Internal Control Over Financial Reporting in the filed 10-K, and the last reiterates the first statement in the paragraph) and the revisions did not alter KPMG’s opinion on whether management’s assessment of the effectiveness of the
Company’s internal control over financial reporting as of October 31, 2005 was fairly stated, in all material respects, based on the applicable control criteria under the COSO framework.

 Mr. Brian Cascio

 May 8, 2006

 Page 6

 As noted by the Staff, Rule 12b-15 states that “amendments filed pursuant to this section must set forth the
complete text of each item as amended.” This requirement was added by Release Nos. 33-6977, 34-31905, 35-25745, 39-2300, IC-19283 “Electronic Filings—EDGAR System—Interim Rules” (February 23, 1993). The adopting release
explained that this requirement was added to prevent the filing of amendments containing “only revised words or lines,” as permitted prior to 1993. Although we believe that the amendment of a complete disclosure item ordinarily serves the
interest of investor protection by providing the full context for the change being made, we respectfully submit that including the audited financial statements with the amendment in this instance would actually increase confusion among investors
– although the amendment results in no changes whatsoever to the Company’s financial statements, including such statements could, regardless of the disclaimer, have resulted in a perception that something had changed in such information,
and investors did not need to refer to KPMG’s audit report and the company’s financial statements to understand the 404 Report.

 In the case of
the 404 Report, the Item in which such reports are included varies: the reports may appear in either Item 9A or in Item 8 (with a cross-reference in Item 9A). In any event, the 404 Report itself is not directly related to
Cooper’s Item 8 financial statements, in that including in the amendment such financial statements and KPMG’s Report of Independent Registered Public Accounting Finn on such financial statements would in no way enhance a reader’s
understanding of the revised 404 Report.

 Accordingly, Cooper believed that the filing of only the revised 404 Report best satisfied Rule 12b-15’s
underlying purpose of provid

Mail Stop 6010

        June 14, 2006

Via U.S. Mail and Facsimile

Mr. Steven M. Neil
Chief Financial Officer, Vice President and Treasurer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588

Re: The Cooper Companies, Inc.
 Form 10-K for Fiscal Year Ended October 31, 2005
Filed January 17, 2006
 Response Letter dated May 8, 2006
File No. 001-08597

Dear Mr. Neil:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ent in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Steven M. Neil
The Cooper Companies, Inc.
June 14, 2006 Page 2
Form 10-K For the Fiscal Year Ended October 31, 2005

1. Please file your response letter dated May 8, 2006 and all future correspondence
on EDGAR.

Form 10-K/A Amendment No. 1 For th e Fiscal Year Ended October 31, 2005

2. We note your response to prior comment fi ve and reissue our comment.  Please
revise to include the complete text of  the item number you are filing under in
accordance with Exchange Act Rule 12b-15 and Regulation S-X.  In addition, to
avoid investor confusion you may include an explanatory note in your amendment
explaining the reason for the amendmen t and any changes included in the
amendment.

3. We note your response to prior comment si x in which you state “if the financials
are not filed with the amendment, then no certifications are requi red to be filed.”
Please revise to include the certificati ons of your principal executive officer and
principal financial officer.  Refer to Ex change Act Rule 12b-15 which states “an
amendment to any report required to incl ude the certifications as specified in
§240.13a-14(a) or §240.15d-14(a) must in clude new certifications by each
principal executive and principal financia l officer of the registrant, and an
amendment to any report required to be accompanied by the certifications as
specified in §240.13a-14(b) or §240.15d-14( b) must be accompanied by new
certifications by each principal executive and principal financial officer of the registrant.”

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
When sending supplemental information rega rding this filing, please include the
following ZIP+4 code in our address: 20549-6010.  Please under stand that we may have
additional comments after reviewing your amendment and responses to our comments.

 You may contact Lynn Dicker at (202)  551-3616 or me at (202) 551-3676 if you
have questions regarding comments on the fina ncial statements and related matters.  In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671.

Sincerely,

Brian Cascio
Accounting Branch Chief

Mail Stop 6010

        April 26, 2006

Via U.S. Mail and Facsimile

Mr. Steven M. Neil
Chief Financial Officer, Vice President and Treasurer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588

Re: The Cooper Companies, Inc.
 Form 10-K for Fiscal Year Ended October 31, 2005
Filed January 17, 2006
 File No. 001-08597

Dear Mr. Neil:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ent in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 2
Form 10-K For the Fiscal Year Ended October 31, 2005

Note 2. Acquisitions, page 62

Acquisition of Ocular, page 62

1. We note your acquisition of Ocular Sc iences, Inc. on January 6, 2005 and that
$857.6 million of the purchase price was alloca ted to goodwill.  Please disclose in
future filings the valuation methodologies and significant assumptions used to allocate the purchase price to the acqui red assets and liabilities, including
goodwill and intangible assets.  In addition, please also disclose the factors that contributed to a purchase price resulting in the recognition of goodwill as required
by paragraph 51.b. of SFAS 141.

Accrued Acquisition Costs, page 65

2. We note your accrued acquisition costs of $11,843,000 and $41,110,000 at October 31, 2004 and 2005, respectively.  Please revise future filings to disclose a
description of the major actions that comp rise the plan to exit an activity or
involuntarily terminate (relocate) employ ees of the acquired company, activities
of the acquired company that will not be continued, including the method of
disposition, and the anticipated date of completion and a description of employee
group(s) to be terminated (relo cated).  Refer to EITF 95-3.

Note 3. Intangible Assets, page 66

3. Please revise future filings to disclose the changes in the carrying amount of goodwill for each period for which a bala nce sheet is presented.  Refer to
paragraph 45 of SFAS 142.

Note 12. Business Segment Information, page 85

4. Please revise your SFAS 131 disclosures of id entifiable assets in future filings to
present only long-lived tangible assets.  This disclosure should not include
goodwill or intangible assets.  Refer to  paragraph 38 of SFAS 131 and question
22 in the FASB Staff Implementation Guide to Statement 131.

Form 10-K/A Amendment No. 1 For th e Fiscal Year Ended October 31, 2005

5. We note that Amendment No. 1 to Form  10-K includes only the report of your
independent registered public accounti ng firm.  Please revise to include the
complete text of Item 8. of your Fo rm 10-K, including the audited financial
statements in accordance with Exchange Act Rule 12b-15.

Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 3
6. As a related matter, please revise to incl ude the certifications  of your principal
executive officer and principal financial officer.  Refer to Exchange Act Rule
12b-15 and Part II.A of SEC Release No. 33-8124.

Forms 8-K Filed March 7, 2006 and December 12, 2005

7. We note on page four that you present your non-GAAP measures and reconciliation in the form of a statemen t of operations.  This format may be
confusing to investors as it also refl ects several non-GAAP  measures, including
adjusted cost of sales, adjusted gross prof it, adjusted restructuring costs, adjusted
total operating expense, and adjusted operating income, which have not been
identified or described to investors.  In fact, it appears that management does not use all of these non-GAAP measures but they  are shown here as a result of the
presentation format.  Please note that In struction 2 to Item 2.02 of Form 8-K
requires that when furnishing information under this item you must provide all the
disclosures required by paragr aph (e)(1)(i) of Item 10 of Regulation S-K and FAQ
8 Regarding the Use of Non-GAAP Fina ncial Measures dated June 13, 2003 for
each non-GAAP measure presented.  In addition, you should explain why you believe
each  measure provides useful information to investors.
• To eliminate investor confusion, pl ease remove the non-GAAP statements
of operations format from future filings and only disclose those non-GAAP measures used by manage ment with the appropriate
reconciliations.
• Please note that in the event that  your Form 8-K is incorporated by
reference into a 33 Act registration statement, we may have additional questions relating to the appropria teness of this information being
included in a document filed with, and not just furnished to, the
Commission. At that time, we may request an amendment to the Form 8-K.

8. In addition, Item 10(e)(1)(i ) of Regulation S-K requires that whenever one or
more non-GAAP financial measures are in cluded in a filing with the Commission
the registrant must include a presentati on, with equal or greater prominence, of
the most directly comparable financial measure or measures calculated and presented in accordance with Generally A ccepted Accounting Principles (GAAP).
The discussion of the first quarter high lights on page one focuses on “reported
EPS before nonrecurring items” and “cash fl ow per share” and does not include a
discussion of GAAP EPS.  The presen tation of the reported P&L highlights on
page three focuses on operating income before nonrecurring charges for merger
related accounting and restructuring and does not in clude a presentation of
operating income.  Please tell us how this discussion and presentation meets the requirements of Item 10.

Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 4
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
When sending supplemental information rega rding this filing, please include the
following ZIP+4 code in our address: 20549-6010.  Please under stand that we may have
additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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
foreclose 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Lynn Dicker at (202)  551-3616 or me at (202) 551-3676 if you
have questions regarding comments on the fina ncial statements and related matters.  In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671.

Sincerely,

Brian Cascio
Accounting Branch Chief