SEC Comment Letter for COTY INC. (COTY) (CIK 0001024305) (COTY) — Sep 27, 2016
COTY INC. (COTY) (CIK 0001024305)
Date: Sept. 27, 2016 · CIK: 0001024305 · Accession: 0000000000-16-094737
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4631 September 27, 2016 Via E -mail Patrice de Talhouët Chief Financial Officer Coty Inc. 350 Fifth Avenue New York, New York 10118
Re: Coty Inc. Form 8-K Filed August 16 , 2016 File No. 1-35964
Dear Mr. de Talhouët :
We have limited our review of your filing to those issues w e have addressed in our 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
1. We note that you are excluding restructuring charges and business structure realignment costs in the calculation of your non -GAAP performance measu res. Please explain to us why th ese are not normal, recurring, cash operating expense s necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 .
2. Please explain how you calculated the income tax effects of your non -GAAP adjustments in your next earnings release. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequ acy of t he disclosures they have made.
Mr. de Talhouët Coty Inc. September 27, 2016 Page 2
In responding to our comments, please provide a written statement from the company acknowledging 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.
You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736, or Robert Shapiro, Staff Accountant, at (202) 551 -3273 with any questions.
Sincerely,
/s/ John Cash, for
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Mail Stop 4631 September 27, 2016 Via E -mail Patrice de Talhouët Chief Financial Officer Coty Inc. 350 Fifth Avenue New York, New York 10118 Re: Coty Inc. Form 8-K Filed August 16 , 2016 File No. 1-35964 Dear Mr. de Talhouët : We have limited our review of your filing to those issues w e have addressed in our 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. 1. We note that you are excluding restructuring charges and business structure realignment costs in the calculation of your non -GAAP performance measu res. Please explain to us why th ese are not normal, recurring, cash operating expense s necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 . 2. Please explain how you calculated the income tax effects of your non -GAAP adjustments in your next earnings release. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Exchange Act of 1934 and all applica ble Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequ acy of t he disclosures they have made. Mr. de Talhouët Coty Inc. September 27, 2016 Page 2 In responding to our comments, please provide a written statement from the company acknowledging 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. You may contact Tracey Houser, Staff Accountant, at (202) 551 -3736, or Robert Shapiro, Staff Accountant, at (202) 551 -3273 with any questions. Sincerely, /s/ John Cash, for Melissa N. Rocha Senior Assistant Chi ef Accountant Office of Manufacturing and Construction