SecProbe.io

July 26, 2012

Jules Kaufman
General Counsel
Coty Inc.
2 Park Avenue
New York, NY  10016

Re: Coty Inc.
Registration Statement on Form S -1
Filed June 29, 2012
  File No. 333 -182420

Dear Mr. Kaufman :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have omitted a price range and related information from your
prospectus.  Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.  Please understand that its
effect on disclosure throughout the document may cause us to raise issues on areas not
previously co mmented upon.  Please also ensure that you include all exhibits and other
non-430A information in your filing as soon as possible.

2. Prior to the effectiveness of your registration statement, please arrange to have FINRA
call us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 2

 Industry, Ranking and Market Data, page ii

3. Please provide us with copies of the reports citing the market data you provide
throughout the prospectus, particularly in the  “Our Market Opportunity” sections on
pages 1 and 83  (i.e., the Euromonitor report) , marked with page references support ing
your disclosures in the filing.  Please disclose whether the market, industry, and other
data you discuss in the registration statem ent represent the most recently available data
and therefore, remain reliable.  Please also disclose whether you funded or were
otherwise affiliated with any of the sources that you cite.  Further, please confirm that the
sources are widely available to th e public.  If any sources are not publicly available,
either file consents or explain to us why you are not required to do so under Rule 436 of
Regulation C and Section 7 of the Securities Act of 1933 as amended.

Prospectus Summary, page 1

4. Throughout the  prospectus, you refer to yourself as “the new emerging leader in beauty.”
You also reference your market leading positions and global positions with respect to
certain segments and brands.  Please revise these references to disclose the measure by
which you have determined that you are a leader and by which you hold different market
and global positions (e.g., market share, revenues, volume of products sold, etc.).   We
note you provide some of these disclosures on pages 88 through 91, but you highlight
these rankings and positions several times in the prospectus prior to pages 88 through 91
without context as to how they are measured.  Please provide these measures either the
first time or each time you highlight a particular ranking or position so that in vestors can
understand the meaning of the market rankings and positions as they read through the
prospectus.

Our Company, page 1

5. We note your disclosure of operating income and Adjusted Operating Income.  Please
also disclose net income during the applicable period.

Summary Consolidated Financial Data , page 9

Reconciliation of Operating Income to Adjusted Operating Income, page 11

6. In regard to note (c), please separately quantify charges related to transactions costs,
integration costs, and acqui sition accounting adjustments.  In regard to note (d), please
separately quantify charges related to the preparation for public entity reporting, the
structural reorganization in Geneva, accelerated depreciation resulting from a change in
useful life, and the buyback of certain distribution rights.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 3

 Reconciliation of Net Income Attributable to Coty Inc. to . . . , page 13

7. In regard to note (b), please help us more fully understand how you determined the
change in tax provision due to the share based comp ensation expense adjustment during
the nine months ended March 31, 2012 and how you determined the change in tax
provision due to other adjustments during the nine months ended March 31, 2012 and
2011.

8. In regard to note (e), please more fully explain how you determined these amounts, the
nature of the structural changes you have implemented, and why such changes will
reduce tax expense associated with foreign -based income.

9. In regard to note (f), please more fully explain how you determined these amounts a nd
why this transaction impacted your tax provision during each of the three years ended
June 30, 2011.

Management’s Discussion and Analysis . . . , page 39

10. We note various instances in which you discuss the fact that your results were largely
driven by new product launches.   Please more fully discuss and quantify the impact of
existing/continuing products on your results, including whether declines in
existing/continuing products offset growth from new products.   To the extent applicable,
please also sep arately discuss and quantify the impact of changes in sales pricing versus
volume.

Operating Income, pages 47 and 59

11. Please disclose and discuss changes in operating margins on a segment basis during each
period presented.

Financial Condition, page 66

Liquidity and Capital Resources, page 66

12. We note you are subject to financial covenants. Please disclose and discuss your actual
ratios/amounts relative to covenant requirements as  of each reporting date.

Long -Term Debt, page 67

13. We note your disclosur e in the second paragraph that you obtained an amendment to the
NPA that allowed you to exclude certain transaction and integration costs associated with
specified acquisitions from certain covenant calculations.  Please revise your disclosure
to describe the nature of the costs you were allowed to exclude from the covenant
calculations.  Additionally, please disclose the acquisitions to which these costs relate.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 4

 14. In the third paragraph, you state that you were in compliance with all Credit Agreement
and NPA  financial covenants, “as amended,” as of March 31, 2012 and June 30, 2011.
Given your disclosure in the second paragraph that the amendment to the NPA only
applies through the period ended December 31, 2011, please revise your statement
regarding complia nce to clarify whether you were subject to the original financial
covenants after December 31, 2011 and if so, whether you were in compliance with the
original financial covenants as of March 31, 2012 rather than the financial covenants, “as
amended.”  If you were still subject to the amended financial covenants, please revise
your disclosure to make this clear as well as to (i) disclose when the accommodation of
the amended covenants will expire, (ii) whether you think you will be in compliance with
the co venants that exist after expiration of the amended covenants, and (iii) when you
expect to finish incurring transaction and integration related costs from the “specified”
acquisitions.  In this regard, please clarify whether you expect to continue to incur  these
costs after the expiration of the amended financial covenants.

15. Given the importance of acquisitions to your business and growth strategies, the
transaction and integration costs associated with acquisitions, and your recent need to
obtain an amendm ent to the financial covenants associated with your financing
arrangements, please discuss your ability to continue pursuing acquisitions in the event
your lenders are not inclined to amend your financial covenants in the future.

Foreign Exchange Risk Man agement, page 72

16. If material please provide either the tabular presentation, sensitivity analysis, or value at
risk disclosures contemplated by Item 305 of Regulation S -K for your foreign exchange
risk.  In this regard, we note your statement that you experience fluctuations in net
income as a result of transaction gains or losses related to your foreign exchange risk.

Critical Accounting Policies, page 73

Goodwill, Other Intangible Assets and Long -Lived Assets, page 74

17. Please include a more specific  and comprehensive discussion of the underlying reasons
for the impairment charges you recorded on the TJoy and Philosophy trademarks.  Please
disclose the remaining carrying values of each of these trademarks, as well as the
carrying values for any other material trademarks, as of the most recent balance sheet
date.  In addition, please help us better understand, and clarify in your filing, how and
why you determined these trademarks continue to have indefinite lives.

18. We note you changed the date you will  test goodwill and other indefinite -lived intangible
assets for impairment on an annual basis.   As a change in the annual testing date is not
contemplated by ASC 350 -20-35, it appears to us this is a change in accounting principle
in accordance with ASC 25 0-10-45-1–45-16.  In your updated financial statements,
please provide the disclosures required by ASC 250 -10-50-1.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 5

 Common Stock Valuations, page 79

19. Please note we may have further comments after your IPO price is disclosed.

Income Taxes, page 81

20. We note your statement that it is your intention to permanently reinvest undistributed
earnings and income from your foreign operations.  Please more fully explain why you
repatriated earnings and profits in recent years, including when you decided to repatri ate
these amounts and what circumstance made each repatriation necessary.

Business, page 83

21. We note disclosure regarding business structure realignment programs on page s 51 and
63 in MD&A , although it is not clear from those discussions exactly what thes e programs
entail .  Please tell us what consideration you have given to discussing these programs in
the context of the development of your business.  Please see Item 101(a)(1) of Regulation
S-K.

22. Please disclose financial information by segment for the la st three fiscal years, or include
a cross reference to the information in the financial statements, as required by Item
101(b) of Regulation S -K.

23. Please disclose financial information about geographic areas for the last three fiscal
years, or include a cr oss reference to the information in the financial statements, as
required by Item 101(d) of Regulation S -K.

24. Please state for each of the last three fiscal years the amount or percentage of total
revenue contributed by each of your three classes of product s.  Please see Item
101(c)(1)(i) of Regulation S -K.

25. Please elaborate on your practices relating to working capital items, as required by Item
101(c)(1)(vi) of Regulation S -K.  In this regard, we note  that you are focused on
“effective working capital man agement” (page 87) and that your working capital
requirements “experience variability” during the three to six months preceding the
holiday period (page 97).

Our History, page 84

26. Please provide additional details on the material terms of your significant  acquisitions in
2011, including the form and amount of consideration, and any other material terms of
those transactions.  Please also tell us what consideration you have given to including
acquisition agreements for, in particular, OPI and philosophy as exhibits to the
registration statement.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 6

 Our Competitive Strengths, page 84

Skilled acquirer, page 86

27. You characterize the OPI brand as “a bridge between nail color, fashion houses,
celebrities and entertainment franchises.”  Please clarify the meaning of  this statement.

Our Strategy, page 86

28. You state that you target net revenue growth that outperforms the industry average.
Please clarify whether your revenue growth actually outperforms the industry average.

Our Brands, page 88

29. Please clarify whether  you license each of your power brands.  We note that in several,
but not all instances, you refer to having license agreements for those brands.

Intellectual Property, page 95

30. We note the significance of certain brands and license agreements to your bus iness.
Please provide more specific disclosures regarding the terms and expiration dates of each
material license agreement.

Management, page 99

Director Independence, page 105

31. We note your statement that you have chosen not to comply with certain dire ctor
independence requirements.  However, you should still identify each director that is
independent.  We note you disclose that the directors on your two standing committees,
with the exception of Mr. Harf, are independent, but the committees do not comp rise all
of your directors.  Refer to Item 11(n) of Form S -1 and Item 407(a) of Regulation S -K.

Executive Compensation, page 107

Compensation Discussion and Analysis, page 107

Executive Summary, page 107

Use of Peer Data, page 109

32. Please clarify how y ou consider the compensation practices of your peer group.
Specifically, please clarify whether you benchmark elements or total compensation to
that of the peer group.  In this regard, we note (i) on page 108, you disclose that the

Jules Kaufman
Coty Inc.
July 26, 2012
Page 7

 Remuneration and Nomina tion Committee “reviews and approves the criteria and sources
for benchmarking,” (ii) on page 111, you state that performance target levels are
benchmarked against selected peer companies, (iii) on page 112, you state that target
awards were reviewed again st the practices of your peer group, and (iv) on page 113, you
state that target total long term compensation awards are consistent with the target
median of comparable executive positions in your peer group.  If you engage in
benchmarking compensation to that of the peer group, please disclose where you
benchmark compensation relative to the peer group as well as how actual compensation
compares to the peer group.  Refer to Item 402(b)(2)(xiv) of Regulation S -K and
Question 118.05 of our Regulation S -K Com pliance and Disclosure Interpretations.

Elements of Compensation, page 110

Annual Incentive Compensation Awards, page 110

33. You state that target APP awards for each NEO in fiscal 2011 ranged from 50% to 120%.
If applicable, when providing the compensati on discussion and analysis for fiscal 2012,
please clarify whether you mean that target APP awards ranged from 50% to 120% of
each NEO’s base salary.  Additionally, please disclose each NEO’s target APP award.

Coty Inc. Fiscal 2011 Targets, page 111

34. When  providing the compensation discussion and analysis for fiscal 2012, please disclose
the performance target levels as well as how actual results compared to the performance
target levels.  This comment also applies to the individual factor on page 112 and the
long-term incentive plan on page 113.

Long -Term Incentive Plan, page 113

35. You state that the grant amount of IPO Units and the participants in the grant were based
on grants made by companies comparable to you prior to such companies’ initial public
offerings.  Please disclose how your grant of IPO Units compares to the grants made by
the other companies.

Other Benefits and Perquisites, page 114

Perquisites, page 114

36. We note your statement that all perquisites valued at least $25,000 or at least 10%  of the
total amount of perquisites and personal benefits is included in the Summary
Compensation Table.  Please ensure that you disclose perquisites and other personal
benefits when the aggregate value exceeds $10,000 in the Summary Compensation Table.
Refe