Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements

The following financial statements are filed as a part of this report:

Report of KPMG LLP, Independent Registered Public Accounting Firm

Consolidated Financial Statements:

Statements of Income for the years ended October 31, 2014, 2013 and 2012

Statements of Comprehensive Income for the years ended October 31, 2014, 2013 and 2012

Balance Sheets as of October 31, 2014 and 2013

Statements of Stockholders' Equity for the years ended October 31, 2014, 2013 and 2012

Statements of Cash Flows for the years ended October 31, 2014, 2013 and 2012

Notes to Consolidated Financial Statements

  1. Financial Statement Schedules of the Company.

Schedule Number Description

Schedule II Valuation and Qualifying Accounts

(b) Exhibits.

The exhibits listed on the accompanying Exhibit Index are filed as part of this report.

All other schedules which are included in the applicable accounting regulations of the Securities and Exchange Commission are not required here because they are not applicable.

Schedule II

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Three Years Ended October 31, 2014

(In thousands)Balance Beginning of YearAdditions Charged to Costs and Expenses(Deductions) Recoveries/ Other (1)Balance at End of Year
Allowance for doubtful accounts:
Year Ended October 31, 2014$5,261$1,654$(890)$6,025
Year Ended October 31, 2013$4,374$1,524$(637)$5,261
Year Ended October 31, 2012$4,826$(257)$(195)$4,374

(1) Consists of additions representing allowances and recoveries, less deductions representing receivables written off as uncollectible.

(In thousands)Balance Beginning of YearAdditions (2)Reductions/ Charges (3)Balance at End of Year
Income tax valuation allowance:
Year Ended October 31, 2014$968$13,538$—$14,506
Year Ended October 31, 2013$1,107$—$(139)$968
Year Ended October 31, 2012$—$1,107$—$1,107

(2) During the fiscal fourth quarter of 2014, we recorded in purchase accounting deferred tax assets in connection with its acquisition of Sauflon Pharmaceuticals, Ltd., and subsidiaries. A valuation allowance of $13.5 million was set up against Sauflon Hungary's development tax credits.

(3) During the fiscal third quarter of 2013, we revalued deferred tax assets and liabilities residing in Denmark, along with the related valuation allowance to reflect the newly enacted tax rate change that incrementally decreased the corporate tax rate.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 19, 2014.

THE COOPER COMPANIES, INC.

By: /s/ ROBERT S. WEISS

Robert S. Weiss

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates set forth opposite their respective names.

SignatureCapacityDate
/s/ ROBERT S. WEISSPresident, Chief Executive Officer and DirectorDecember 19, 2014
(Robert S. Weiss)
/s/ A. THOMAS BENDERChairman of the BoardDecember 19, 2014
(A. Thomas Bender)
/s/ ALLAN E. RUBENSTEIN, M.D.Vice Chairman of the Board and Lead DirectorDecember 19, 2014
(Allan E. Rubenstein)
/s/ GREG W. MATZVice President, Chief Financial Officer and Chief Risk OfficerDecember 19, 2014
(Greg W. Matz)(Principal Financial Officer)
/s/ TINA MALONEYVice President and Corporate ControllerDecember 19, 2014
(Tina Maloney)(Principal Accounting Officer)
/s/ MICHAEL H. KALKSTEINDirectorDecember 19, 2014
(Michael H. Kalkstein)
/s/ JODY S. LINDELLDirectorDecember 19, 2014
(Jody S. Lindell)
/s/ GARY S. PETERSMEYERDirectorDecember 19, 2014
(Gary S. Petersmeyer)
/s/ STEVEN ROSENBERGDirectorDecember 19, 2014
(Steven Rosenberg)
/s/ STANLEY ZINBERG, M.D.DirectorDecember 19, 2014
(Stanley Zinberg)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

EXHIBIT INDEX

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Number Description of Document Number System

2.1- Sale and Purchase Agreement, dated as of June 30, 2014, among The Cooper Companies, Inc., CooperVision (UK) Holdings Limited, and the sellers party thereto, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed July 1, 2014
2.2- Sale and Purchase Agreement, dated as of July 1 2014, among The Cooper Companies, Inc., CooperVision (UK) Holdings Limited, and the sellers party thereto, incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed July 1, 2014
3.1- Second Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, 2006
3.2- Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 14, 2010, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 15, 2010
4.1- Amended and Restated Rights Agreement, dated as of October 29, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated October 30, 2007
10.1- Change in Control Agreement entered into as of August 21, 1989, by and between Robert S. Weiss and the Company, incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Company's Annual Report on Form 10‑K for the fiscal year ended October 31, 1992
10.2- Change in Control Agreement entered into as of January 3, 2007, and amended September 9, 2008, by and between Albert G. White III and the Company, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013
10.3- The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, 2007
10.4- Change in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Daniel G. McBride, Esq.
10.5- Change in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Carol R. Kaufman, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2009
10.6- Change in Control Agreement dated as of June 1, 2010, by and between The Cooper Companies, Inc. and Gregory W. Matz , incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2011
10.7- 1996 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Appendix A to the Company's Proxy Statement for its 1996 Annual Meeting of Stockholders

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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10.8- Amendment No. 1 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 10, 1996, incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996
10.9- Amendment No. 2 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 29, 1997, incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1997
10.10- Amendment No. 3 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 29, 1999, incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
10.11- Amendment No. 4 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 24, 2000, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
10.12- Amendment No. 5 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
10.13- Amendment No. 6 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-8 dated November 21, 2002
10.14- Amendment No. 7 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc. dated November 4, 2002, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2002
10.15- Amendment No. 8 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc. dated October 29, 2003, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2003
10.16- Amendment No. 9 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc. dated November 9, 2005, incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2006
10.17- Form of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc. 1996 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
10.18- Form of Restricted Stock Agreement Pursuant to The Cooper Companies, Inc. 1996 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
10.19- The Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 2, 2011
10.20- Amendment No. 1 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2011

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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10.21- Amendment No. 2 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2012
10.22 -Amendment No. 3 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013
10.23- Form of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.24- Form of Restricted Stock Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.25- Second Amended and Restated 2001 Long-Term Incentive Plan, incorporated by reference to Appendix 10.2 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended April 30, 2006
10.26- Form of Incentive Stock Option Agreement Pursuant to The Cooper Companies, Inc. 2001 Long Term Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
10.27- The Second Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 2, 2011
10.28- Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.29- Form of UK Tax Approved Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.30- Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.31(a)-License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008
10.32(a)-Amendment No. 1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on December 21, 2012
10.33- Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 11, 2005

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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10.34- First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 11, 2005
10.35- Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 11, 2005
10.36- Credit Agreement Amendment, dated as of June 30, 2014, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed July 1, 2014
10.37- Term Loan Agreement, dated as of June 30, 2014, among The Cooper Companies, Inc., the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8‑K filed July 1, 2014
10.38- Term Loan Agreement, dated as of August 4, 2014, among The Cooper Companies, Inc., the lenders party therto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8‑K filed August 6, 2014
10.39- Term Loan Amendment No. 2, dated as of August 4, 2014, among The Cooper Companies, Inc. the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8‑K filed August 6, 2014
10.40- Credit Agreement, dated as of January 12, 2011, among The Cooper Companies, Inc., CooperVision International Holding Company LP, the lenders from time to time party thereto, KeyBank National Association, as a bookrunner, a lead arranger, and sole administrative agent, swing line lender and LC issuer, J.P. Morgan Securities LLC, as a lead arranger, bookrunner and syndication agent, Citigroup Global Markets Inc., as a lead arranger, bookrunner and syndication agent, Bank of America, N.A., as a lead arranger and documentation agent, and Wells Fargo Bank, National Association, as lead arranger and documentation agent, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed March 4, 2011
10.41 -Amendment No. 1 to Credit Agreement, dated as of May 31, 2012, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 31, 2012
10.42 -Amendment No. 2 to Credit Agreement, dated as of September 12, 2013, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September 17, 2013
10.43- The Cooper Companies, Inc. 2013 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 4, 2013

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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10.44 -The Cooper Companies, Inc. 2014 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 16, 2013
10.45- Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated February 13, 2009
10.46 -Term loan agreement, dated as of September 12, 2013, among The Cooper Companies, Inc., the lenders party thereto, and KeyBank National Association, as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 17, 2013
11(b)- Calculation of earnings per share
21- Subsidiaries
23- Consent and Report on Schedule of Independent Registered Public Accounting Firm
31.1- Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2- Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1- Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2- Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
101The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2014, formatted in Extensible Business Reporting Language (XBRL); (i) Consolidated Statements of Income for the years ended October 31, 2014, 2013 and 2012, (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2014, 2013 and 2012, (iii) Consolidated Balance Sheets at October 31, 2014 and 2013, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2014, 2013 and 2012, (v) Consolidated Statements of Cash Flows for the years ended October 31, 2014, 2013 and 2012, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts.

(a)The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission.
(b)The information required in this exhibit is provided in Note 7, Earnings Per Share, in this report.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

CORPORATE INFORMATION

BOARD OF DIRECTORS A. Thomas Bender Chairman of the Board Allan E. Rubenstein, M.D. Vice Chairman and Lead Director, Chairman of the Board, CalAsia Pharmaceuticals, Inc. Michael H. Kalkstein Of Counsel, Palo Alto Office, Dechert LLP Jody S. Lindell President and Chief Executive Officer, S.G. Management, Inc. Gary S. Petersmeyer Director Steven Rosenberg Director Robert S. Weiss President, Chief Executive Officer and Director Stanley Zinberg, M.D. Director COMMITTEES OF THE BOARD Audit Committee Steven Rosenberg (Chairman) Michael H. Kalkstein Jody S. Lindell Corporate Governance and Nominating Committee Allan E. Rubenstein, M.D. (Chairman) Steven Rosenberg Stanley Zinberg, M.D. Organization and Compensation Committee Michael H. Kalkstein (Chairman) Jody S. Lindell Donald Press Gary S. Petersmeyer Allan E. Rubenstein, M.D. Science and Technology Committee Stanley Zinberg, M.D. (Chairman) A. Thomas Bender Gary S. Petersmeyer Allan E. Rubenstein, M.D. Robert S. WeissEXECUTIVE OFFICERS Robert S. Weiss President and Chief Executive Officer Randal L. Golden Vice President and General Counsel Carol R. Kaufman Executive Vice President, Secretary, Chief Administrative Officer and Chief Governance Officer Tina Maloney Vice President and Corporate Controller Greg W. Matz Vice President, Chief Financial Officer and Chief Risk Officer Daniel G. McBride, Esq. Executive Vice President and Chief Operating Officer; President of CooperVision Paul Remmell President and Chief Executive Officer, CooperSurgical, Inc. Albert G. White III Vice President and Chief Strategy Officer PRINCIPAL SUBSIDIARIES CooperVision, Inc. 6150 Stoneridge Mall Road Suite 370 Pleasanton, CA 94588 925-621-2450 www.coopervision.com CooperSurgical, Inc. 75 Corporate Drive Trumbull, CT 06611 203-601-5200 www.coopersurgical.com CORPORATE OFFICES The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3600 www.coopercos.comINVESTOR INFORMATION Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our Web site at www.coopercos.com. INVESTOR RELATIONS CONTACT Kim Duncan Vice President of Investor Relations 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 Voice: 925-460-3663 Fax: 925-460-3648 E-mail: ir@cooperco.com ANNUAL MEETING The Cooper Companies will hold its Annual Stockholders' Meeting in March 2015. TRANSFER AGENT American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 800-937-5449 TRADEMARKS The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report. INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING The New York Stock Exchange Ticker Symbol “COO”

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