SecProbe.io

June 17 , 2016

Jules P. Kaufman, Esq.
General Counsel
Coty Inc.
350 Fifth Avenue
New York, New York 10118

Re: Coty Inc
Amendment No. 1 to Registration Statement on Form  S-4
Filed June 1 , 2016
 File No.  333-210856

Dear M r. Kaufman :

We have reviewed your  amended  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 informati on.  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 reviewing any amendment to your registration statement and the information you
provid e in response to these  comments, we may have additional comments.

General

1. Please ensure consistency of disclosure throughout the documents filed on behalf of
Galleria and Coty. In addition, where comments on a particular filing are applicable to
disclo sure in another filing, please make corresponding changes as applicable.

Summary Historical Consolidated Financial Data of Coty, pages 47 and 137
Summary Non -GAAP Financial Data of Coty, pages 48 and 139

2. You indicate that Adjusted Operating Income, Adjusted Net Income Attributable to Coty,
Inc. and Adjusted Net Income Attributable to Coty, Inc. per Common Share are non -
GAAP financial measures that better enable management and investors to analyze and
compa re underlying business results from period to period.  You also state that these
measures provide an alternative view of performance used by management and that an
investors understanding of your performance is enhanced by disclosing these measures.

Jules P. Kaufman, Esq.
Coty Inc.
June 1 7, 2016
Page 2

 Pleas e revise your disclosures to more fully and specifically explain why you believe
each non -GAAP financial measure you present is useful to investors.  Refer to Item
10(e)(1)(i)(C) through (D).

3. We note that you have provided reconciliations of Reported Op erating Income to
Adjusted Operating Income:  Please address the following:

 On page 92, you state that you target organic growth through your focus on
supporting and expanding global brands while consistently developing and
seeking to acquire new brands a nd licenses.  However, Adjusted Operating
Income excludes restructuring and other business realignments costs,
amortization, and acquisition -related costs for all periods presented.  Given that
you have a growth strategy that includes acquiring new brands and licenses,
please explain how and why you determined it is appropriate to adjust your Non -
GAAP performance measures for charges that appear to be normal, recurring
operating expenses for your company.  Refer to Question 100.01 of the
Compliance and Disc losure Interpretations (C&DIs) updated on May 17, 2016;
 Please more fully explain how and why you determined it is now appropriate to
revise your non -GAAP performance measures to exclude amortization.
 Please clarify the types of costs included in acquisit ion-related costs. To the
extent that these costs include purchase accounting adjustments, such as
revaluation of acquired inventory, please explain how you determined excluding
these costs is appropriate since they appear to be normal, recurring expenses for
your company;
 Your stock based compensation adjustments for all periods do not agree with
stock based compensation in your statements of cash flows.  Please explain what
these adjustments represent, how they are calculated, and why you determined
they are the appropriate amounts to use to calculate your non -GAAP performance
measures; and
 Since you target growth and seek to acquire new brands and licenses  and your
Non-GAAP performance measures exclude expenses related to your acquisition
strategy, pleas e explain how management assesses and evaluates the success of
acquisitions.

4. We note that you have provided reconciliations of Reported Net Income Attributable to
Coty, Inc. to Adjusted Net Income Attributable to Coty, Inc., in total and on a per share
basis.  Please address the following:

 You present a change in tax provision due to adjustments to reported Net Income
Attributable to Coty, Inc.  Please clearly explain how the tax effects were
calculated.  Refer to Question 102.11 of the Compliance and D isclosure
Interpretations (C&DIs) updated on May 17, 2016; and
 Please explain what is included in your Adjustments to Other Expense and how
you determined excluding these costs is appropriate.

Jules P. Kaufman, Esq.
Coty Inc.
June 1 7, 2016
Page 3

Selected Historical and Pr o Forma Financial Data, page 135
Unaudited Condensed Combined Pro Forma Financial Statements of Coty, page 140

5. We note your response to comment 23 from our letter dated May 19, 2016.  In regard to
the composition of management, please explain to us the specific changes in senior
managemen t that are anticipated subsequent to the merger.  Also, based on the
uncertainties regarding the split -off/spin -off of P&G Beauty Brands, please explain to us
how you determined the former shareholders of P&G will be widely held and why you
believe the rel ative voting rights in the combined entity are not a determinative factor to
consider.

Unaudited Condensed Combined P ro Forma Balance Sheet, page 143

6. We note your response to comment 27 from our letter dated May 19, 2016.  It appears to
us that certain o utstanding share amounts per your balance sheet as of March 31, 2016
may not be accurate based on the weighted average common shares outstanding.  Please
ensure that the numbers of shares of preferred stock and Class A common stock on a
historical and pro forma basis are accurate.

Note 2 – P&G Beauty Brands Pre Merger Adjustments, page 148

7. We note your responses to comments 28 and 35 from our letter dated May 19, 2016.  In
regard to adjustments (a) and (d), you indicate that certain expenses, including allocated
expenses, are deducted and added back based on management’s best estimates at th e time
of the filing.  Please tell us how you determined these adjustments are factually
supportable.  In addition, please help us understand how these amounts are derived,
including but not limited to, how expenses are allocated.  It appears to us that ad justments
related to the excluded and divested brands should only include the direct revenues and
direct expenses associated with those brands.

Note 3 – Pro Forma Merger Adjustments, page 152

8. We note your response to comment 33 from our letter dated Ma y 19, 2016.  You indicate
that the incremental depreciation for the year ended June 30, 2015 was determined by
subtracting Galleria’s historical depreciation for the period from the estimated annual
depreciation on the fair value at acquisition of the acqu ired property and equipment.  You
also indicate that you use a waterfall approach to estimate total annual depreciation for
acquired property and equipment.  Please clarify and help us reconcile why the
depreciation adjustment for the year ended June 30, 2 015 of $4.3 million was
significantly less than the adjustment for the nine months ended March 31, 2016 of $10.3
million.  Please tell us the impact of the waterfall method and how you determined it is
appropriate to use in your pro forma depreciation adju stments.  Given that PP&E

Jules P. Kaufman, Esq.
Coty Inc.
June 1 7, 2016
Page 4

 increased by $362 million, please clarify and help us understand the incremental
depreciation expense included in your annual and interim pro forma adjustments.

Background of the Transactions, page 168

9. We note your response to comment 38 of our letter dated May 19, 2016 and the revised
disclosure in the ultimate paragraph of this section.  Please disclose what value the Board
attributed to the excluded brands and the adjustment to the recapitalization amount
referenced.  We note  that the Board considered the sensitivity cases prepared by the
financial advisors when it determined that updated fairness opinions were not necessary;
however, on page 174, the financial advisors disclose that neither sensitivity case “was
intended to c orrespond to an analysis of the Excluded Brands not transferring with
Galleria Company.”

Summary of Financial Analysis, page 173

10. We note your response to comment 41 of our letter dated May 19, 2016 and reissue the
comment.  Please note that you may provi de appropriate qualifying language pla cing this
information in context.  Additionally, please disclose, given the stated inadequacies of
these projections in your response letter, why the Board did not require the financial
advisors to conduct a more recen t and accurate analysis to support its recommendation to
shareholders.
Opinions of Morgan Stanley, page 171
Opinion of Barclays, page 182

11. We note your response to comment 13 of our letter dated May 19, 2016.  Please disclose
the amounts requested on pag e 35.  Additionally, please disclose here the aggregate fees
paid to each financial advisor for all services by each company.

P&G’s Reasons for the Transactions, page 191

12. We note the revised language added in response to comment 42 of our letter dated Ma y
19, 2016; however, you have not provided the level of detail requested.  Please revise this
section to include a reasonably detailed discussion and clearly elaborate on the
conclusions drawn by the board as to the benefits or detriments of each factor.

P&G Beauty Brands – Combined Financial Statements
Combined Balance Sheets, page F -3

13. We note your response to comment 47 from our letter dated May 19, 2016.  Please
confirm that prior to effectiveness you will reflect the material reduction to historical
equity that will occur as a result of the Recapitalization on a pro forma basis alongside
the most recent historical balance sheet you present pursuant to SAB Topic 1:B:3.

Jules P. Kaufman, Esq.
Coty Inc.
June 1 7, 2016
Page 5

3. Significant Accounting Policies, Revenue Recognition, page F -18

14. We note your response to comment 52 from our letter dated May 19, 2016.  You indicate
that the disclosure of trade promotions is not meaningful; however, it appears to us that
changes in trade promotions on a period to period basis could be material and me aningful
to investors.  As previously requested, please revise your disclosures here or in MD&A to
disclose the impact of trade promotions on net sales during each period presented.

9. Postretirement Benefits, page F -26

15. We note your response to comment  53 from our letter dated May 19, 2016.  You indicate
that your plans are accounted for as multi -employer plans which require you to expense
your annual contributions.  However, since you will assume responsibility for a portion
of the multi -employer plan’ s benefit obligation, we continue to believe that you should
disclose the benefit obligation and plan assets to be assumed by P&G Beauty Brands in
the financial statements.  Under a multiemployer approach, the carve -out entity would
analogize to the guidan ce in ASC 715 -80-35, as further described in ASC 715 -30-55-62
through 55 -64.  Please revise your disclosure accordingly.

Coty, Inc. – Form 8 -K filed on May 3, 2016

16. You disclose non -GAAP financial measures more prominently than directly comparable
GAAP measure; do not reconcile each non -GAAP financial measure you present, do not
explain why each non -GAAP financial measure you present is useful, do not explain how
tax effects of adjustments are calculated; and present a full non -GAAP income statement
which may be inconsistent with the updated Compliance and Disclosure Interpretations
issued on May 17, 2016.  Please review this guidance when preparing your next earnings
relea se.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the compan y and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effe ctive date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the C ommission from taking any action with respect
to the filing;

Jules P. Kaufman, Esq.
Coty Inc.
June 1 7, 2016
Page 6

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Ernest Greene, Staff Accountant,  at (202) 551 -3733 or Anne
McConnell, Staff Accountant,  at (202) 551 -3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Kate McHale, Staff Attorney  at (202)
551-3464 or me at (202) 551 -3729 with any other questions.

Sincerely,

        /s/Craig S livka, for

Pam A. Long
Assistant Direct or
Office of Manufacturing and
Construction