COOCooper Companies

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 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.

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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.

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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.

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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

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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.

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.

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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 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.

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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.

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Refer to Article 5-03(b)(1) and (2) of Regulation S- X.

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.

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To the extent the percentage of our service revenue exceeds 10% of total revenue, we will modify the presentation.

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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.

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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.

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.

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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.

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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.

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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.

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.

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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.

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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.

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Please tell us the facts and circumstances and your consideration of the guidance in ASC 820 that lead you to concluded that your 50% ownership interest had a fair value of $90 million considering Essilor had just acquired the other 50% for $52.1 million.

CooperVision Inc. and Essilor International SAS (Essilor) entered into a joint venture agreement in February 2021 and executed a Contribution Agreement and a Stock Purchase Agreement (the "Agreements") in March 2022. Essilor paid CooperVision $52.1 million in exchange for a 50% interest in SightGlass Vision, Inc. (SGV) and its proportionate share of the revenue payments.

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The $52.1 million payment was calculated based on the enterprise value of SGV as of the most recent valuation date at the time, January 19, 2021.

Taking into account the guidance in ASC 820 Fair Value Measurement and with the assistance of independent third-party valuation specialists, we estimated the value of the intangible assets in connection with the acquisition of SGV as of January 19, 2021 and then the value of our interest in the equity of SGV Holdings, Inc. as of March 14, 2022. The increase in the value of the equity ownership from 2021 to 2022 was driven mainly by our expectation of higher revenue growth and faster achievement of profitability, which resulted in the gain. The increase in projected revenue growth was due to an increased expectation of obtaining the FDA approval for the U.S. market as well as additional expected product launches in all geographic markets SGV operates in.

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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.

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• 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. Exhibit 99.1

In future filings, the Note. Income Taxes will include a revised presentation of the components of deferred tax assets and liabilities by type of asset or liability. The revised presentation will also use terminology that agrees with the Consolidated Balance Sheets. For example, foreign deferred tax assets will be presented as foreign goodwill, foreign intangible assets, net operating loss carryforwards, inventory, etc. The presentation will not net deferred tax assets and liabilities across jurisdictions for the United States, United Kingdom, or any other significant non-U.S.

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jurisdictions.

The valuation allowance reduction of $42 million in fiscal year 2023 was not reflected in the effective tax rate reconciliation because it did not have an effective tax rate impact. The reduction was related to deferred tax assets subject to a valuation allowance for Puerto Rico tax credits that became worthless upon implementation of a new tax regime. Both the deferred tax assets and valuation allowance were reduced by $42 million. The new tax regime in Puerto Rico only significantly impacted the income tax disclosure for changes in valuation allowance. Accordingly, ASC 740-10-50-12 and Article 4-08(h)(2) of Regulation S-X did not apply. This was an unusual event not expected to reoccur. Therefore, we respectfully submit that there is no change required to the effective tax rate reconciliation.

We will disclose the GILTI policy within our Note. Organization and Significant Accounting Policies in the Form 10-K starting with fiscal year 2024 as follows:

Income taxes include US tax on foreign earnings, which is primarily due to the global intangible low-taxed income (GILTI) provision of the US Tax Cuts and Jobs Act of 2017. An accounting policy may be followed to treat GILTI temporary differences in taxable income either as a current-period expense when incurred (period cost method) or factor such amounts into the measurement of deferred taxes (deferred method). We have chosen the period cost method.

We will disclose the remaining amount of the one-time transition tax within our Note. Income Taxes in the Forms 10-K for fiscal years 2024 and 2025 as follows:

As of the end of fiscal year 2024, the remaining transition tax to be remitted from the US Tax Cuts and Jobs Act of 2017 is $66.4 million. As of the end of fiscal year 2025, the remaining transition tax to be remitted from the US Tax Cuts and Jobs Act of 2017 is $36.9 million.

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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

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present, discuss and/or analyze non-GAAP financial measures with more prominence than the most directly comparable US GAAP measure.

We respectfully acknowledge the Staff’s comment and would like to reiterate that our inclusion of these non-GAAP financial measures in our earnings release were intended to continue our efforts to provide greater transparency to investors and to facilitate an additional means for investors to analyze our results and performance.

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However, we appreciate the Staff’s most recent comments on our Earnings Release, and acknowledge that additional prominence should be given to the equivalent GAAP measures.

Accordingly, we confirm that we will, in future filings that contain non-GAAP financial measures, include discussion and analysis of the comparable US GAAP measures with equal or greater prominence throughout such presentations, including in headlines and in related discussion in our earnings release.

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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.

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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.

We confirm we will revise in future earnings release filings, beginning with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 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.

Questions 9 - 12:

Overall response:

With respect to the Staff’s questions 9 through 12, we reviewed and considered non-GAAP reconciliation disclosures from a large number of publicly traded med-tech and medical device companies.

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Beginning with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024, we will incorporate new disclosures that both align with common approaches to non-GAAP reconciliations and address the Staff’s comments in this letter. Please see attached Exhibit A for an example of these proposed revisions based on our previously submitted Report on Form 8-K with our quarterly financial results for the year ended October 31, 2023.

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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.

We confirm we will revise future filings to provide reconciliations for the percentage change in revenue on a constant currency basis and organic basis, non-GAAP gross margin, and non-GAAP operating margin as required by Rule 100(a) of Regulation G and Item 10(e)(1)(i)(B) of Regulation S-K. Further, we confirm we will replace the net debt disclosure with a GAAP financial measure and therefore, will not provide a reconciliation for net debt.

Attached as Exhibit A is an example of proposed revisions the Company intends to implement in future filings based on our previously submitted Report on

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Form 8-K with our quarterly financial results for the year ended October 31, 2023. To reconcile constant currency and organic revenue growth rate, we provided the foreign exchange rates adjustments as well as acquisitions and divestitures adjustments to revenue at the total consolidated level as well as by category and/or geography for each division. To reconcile the non-GAAP gross margin, non-GAAP operating margin and non-GAAP EPS, we provided separate line items in the reconciliations to more clearly define each material category such as “Amortization of acquired intangibles,” “Acquisition and integration-related charges,” “Exit of business,” “Medical device regulations,” and “Business optimization charges.” We will provide additional footnote disclosures, as applicable, for any other material adjustment to the US GAAP measure. We will provide the revised reconciliations of non-GAAP measures with additional details commencing with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024.

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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).

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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.

Starting with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024, we will revise our current reconciliations of non-GAAP measures to begin with the most comparable US GAAP measure and to separately present each material adjustment to the US GAAP measure. We will provide additional footnote disclosures, as applicable, for any other material adjustment to the US GAAP measure.

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Please see attached Exhibit A for an example of these proposed revisions based on our previously submitted Report on Form 8-K with our quarterly financial results for the year ended October 31, 2023.

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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

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Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

In the attached Exhibit A, we provided more details of the non-GAAP adjustments contained within Adjustment B for each period presented and expanded the footnote disclosure for enhanced transparency.

We respectfully advise the Staff that we have considered the guidance in Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures when assessing whether any acquisition and integration cost adjustment relates to personnel costs for transitional employees and other acquired employee related costs would result in a non-GAAP measure that is misleading to the

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investors. While the Company often acquires companies and therefore, has ongoing integration activities, we are not in the business of acquiring companies and believe that excluding these costs from our operating expenses provides a better understanding of the Company’s operations. We also do not label this adjustment as an unusual, infrequent charges given the frequency of our transactions.

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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.

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Refer to Question 102.11 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

The $20.1 million adjustment for fiscal year 2023 was primarily due to the amortization related to intra-entity asset transfers (tax amortization) netted against amortization related to adjustments to arrive at non-GAAP diluted earnings (primarily book amortization). Please see attached Exhibit A for an example of these proposed revisions based on our previously submitted Report on Form 8-K with our quarterly financial results for the year ended October 31, 2023.

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We will provide the same details commencing with our earnings release for the second quarter of fiscal 2024, which we expect to submit on May 30, 2024.

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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.

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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.

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.

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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.”

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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.

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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.

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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.

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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.

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Refer to Question 102.03 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for guidance.

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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

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accordance with US GAAP. Refer to Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation S-K for guidance.

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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.

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Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

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

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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

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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 5012A, (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 60610-50-18, and (c) variable consideration and any other obligations with reference to ASC 606-10-5020.

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. Read in the reply ↗

We note your response to comment 7 that the $106.5 million and $42.3 million intraentity asset transfers adjustment to arrive at non-GAAP Net Income is to realize the income tax benefit based on the amortization of these assets.

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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.

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. Read in the reply ↗

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.

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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.

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.

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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.

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 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 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 benefits as a misleading measure or an individually tailored accounting principle. Rather, the Company views such presentation as an appropriate and meaningful supplemental measure that helps investors understand the impacts of the UK tax benefit to the Company.

* * *

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.

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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.

Rest of the question

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.

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.

Rest of the answer

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.)

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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”.

Rest of the question

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.

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 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

Rest of the answer

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.)

* * *

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.

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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.

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

Non-GAAP

2016

Cost of sales

$

186.7

(1.3

) A

185.4

187.6

(14.0

173.6

Operating expense excluding

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amortization

204.9

(5.0

) B

199.9

188.4

(11.7

176.7

Amortization of intangibles

16.8

(16.8

) C

—

16.2

(16.2

Other expense, net

3.3

(0.2

) D

3.1

1.4

(0.5

0.9

Provision for (benefit from) income taxes

4.3

3.8

E

8.1

(1.0

)

4.6

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.

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

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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.

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

Rest of the answer

the United States.

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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.

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.

Rest of the answer

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.

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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.

Rest of the question

If all of the information necessary is not available without unreasonable effort, you should identify the information that is unavailable and disclose probable significance.

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

Rest of the answer

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.

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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.

Rest of the question

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.

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.

Rest of the answer

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

Non-GAAP

2014

Cost of sales

$

168,820

(9,443

) A

159,377

142,051

—

Selling, general and administrative expense

173,535

(6,359

) B

167,176

158,088

Research and development expense

16,113

(104

) C

16,009

15,712

Amortization of intangibles

13,595

(13,595

) D

7,507

(7,507

Provision for income taxes

5,716

4,779

E

10,495

7,191

1,705

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

Acquisition and integration costs

5,894

337

6,231

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.

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

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.

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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.

Rest of the question

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.

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.

Rest of the answer

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.

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.

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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.

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.

Rest of the answer

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.

Page

Item 8.

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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.

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

Rest of the answer

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.

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.

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