SecProbe.io

July 12, 2016

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

Re: Coty Inc
Amendment No. 2 to Registration Statement on Form  S-4
Filed June 27, 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
discl osure s in another filing, please make corresponding changes as applicable.

Opinions of Coty’s Financial Advisors , page 35

2. We note your revised disclosure  on pages 36 and 37 regarding Morgan Stanley and
Barclays that “For a more detailed summary of the opinion … see the section of this
prospectus entitled “The Transactions —Opinions of Coty’s Financial Advisors …”).
Please add “and t he fees paid and payable to …” following after the disclosure “a more
detailed summary o f the opinion of Morgan Stanley  [Barclays] .”

Jules P. Kaufman, Esq.
Coty Inc.
July 12, 2016
Page 2

 Summary Historical and Pro Forma Financial Data, pages 42 and 136
Summary Historical Consolidated Financial Data of Coty, pages 47 and 138
Non-GAAP Financial Data of Coty, pages 4 8 and 140

3. We note your response to comment 2 from our letter dated June 17, 2016.  In regard to
your disclosures regarding the usefulness of the non -GAAP measures you present, please
address the following:
 it does not appear to us that disclosing or inferring non -GAAP financial measures are
“better”, more meaningful, or superior to GAAP financial measures is appropriate;
 although disclosing how a non-GAAP financial measure is used by management is
meaningful and relevant to investors , it is not sufficient to indicate why the measure
is useful to investors; and
 it is not clear to us how you define “underlying business results” or “day to day
operational performance”.

4. We note your responses to comments 3 and 4 from our letter dated June 17, 2016 .  Please
address the following:
 to the extent you present non -GAAP financial measures in your registration
statement, it appears to us you should clarify and explain each adjustment, including
how amounts were determined;
 demonstrate to us how the tax eff ects related to adjusted net income are calculated
and explain the reasons for the significant fluctuations in the effective tax rates
reflected by these amounts relative to the related adjustments for each period; and
 due to the fact that you target grow th and seek to acquire new brands and licenses  and
your Non -GAAP performance measures exclude expenses related to your acquisition
strategy, please disclose and discuss how you assess and evaluate the success of
acquisitions.

Unaudited Condensed Combined  Pro Forma Financial Statements of Coty, page 142

5. We note your response to comment 5 from our letter dated June 17, 2016.  In regard to
the composition of senior management, we note you identify Mr. Becht as chairman of
the Company’s board of directors an d Interim Chief Executive Officer .  Please more fully
explain to us Mr. Becht ’s designation as “Interim ” Chief Executive Officer  and tell us if
and when you intend to appoint a permanent Chief Executive Officer .  Please also
explain to us under what circum stances senior managers may be removed , including the
specific mechanisms for their removal.  In regard to the composition of the board , please
tell us when you expect new board elections to occur relative to the anticipated
completion date of the merger.

Note 2 – P&G Beauty Brands Pre -Merger Adjustments, page 149

6. We note your response to comment 7 from our letter dated June 17, 2016.  In regard to
adjustment (a), please quantify the allocated Global Business Unit and corporate

Jules P. Kaufman, Esq.
Coty Inc.
July 12, 2016
Page 3

 expenses you deduct from c ost of sales and selling, general and administrative expenses
during each period presented.  In regard to adjustments (a) and (d), you indicate that  you
deduct certain allocated expenses but add-back expenses that will transfer with Galleria
based on manag ement’s best estimates at the time of the filing.  It remains unclear to us
how these adjustments are estimated and how you determined they are factually
supportable.

Exhibits

7. Please file dated opinions.

Exhibit 8.1

8. We note the opinion states that the Galleria Transfer, taken together with the Distribution,
should [emphasis added] qualify as a tax -free reorganization pursuant to section
368(a)(1)(D) of the Code; (ii)  the Distribution, as such, should  qualify as a distri bution of
SplitCo stock to Parent stockholders pursuant to Section  355 of the Code; (iii)  the Merger
should  not cause Section  355(e) of the Code to apply to the Distribution .  Please explain
why counsel cannot give a “will” opinion and describe the degree of uncertainty in the
opinion and provide risk factor and/or other appropriate disclosure setting forth the risks
of uncertain tax treatment to investo rs.

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 company and i ts 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 effective 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 Commiss ion from taking any action with respect
to the filing;

 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 ac curacy 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.

Jules P. Kaufman, Esq.
Coty Inc.
July 12, 2016
Page 4

 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 thei r 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 rev iew any amendment prior to the requested effective date of 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 E. Slivka, for

Pam A. Long
Assistant Director
Office of Manufacturing and
Construction