SecProbe.io

Mail Stop 4631

September 27 , 2017

Via E -mail
Mr. Patrice de Talhouët
Chief Financial Officer
Coty , Inc.
350 Fifth Avenue
New York, New York   10118

 RE: Coty , Inc.
Form 10 -K for the Year Ended June 30 , 201 7
Filed August 23, 2017
File No. 1 -35964

Dear Mr. de Talhouët :

We have reviewed your filing s 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 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.

Management’s Discussion and Analysis of Financial Condition and Results…. , page 26

Costs related to acquisition activities, page 36

1. We note your disclosures regarding acquisition -related costs.  Please address the
following:
 Separately quantify and discuss third party acquisition -related costs and internal
acquisition -related costs, including the specific nature of the internal costs and
how they a re identified; and
 More fully explain the specific nature of and reasons for the approximately $80
million in additional acquisition -related costs for the P&G Beauty Business  that
were incurred during the quarter ended June 30, 2017.  Address the reasons why
significant “acquisition -related costs ” are continuing to be incurred nine months
after the acquisition and address your expectations regarding the nature,

Patrice de Talhouët
Coty, Inc.
September 27 , 2017
Page 2

 magnitude and timing of additional acquisition -related costs for the P&G Beauty
Business.

Cash Flows, page 50

2. We note your disclosures that the increase in cash provided by operating activities during
fiscal 2017 is primarily due to the “change in operating assets and liabilities acquired in
the P&G Beauty Business ” and “an improvement in working c apital .”  Please address the
following:
 Explain the specific reasons for the significant increases in accounts payable and
accrued expenses and other current liabilities during fiscal 2017.  Specifically
address the reasons why increases in these liability  line items significantly
exceeded changes in other working capital components that were also impacted
by the acquisition of the P&G Beauty Business; and
 Explain your disclosure regarding an improvement in working capital.  It appears
to us that working ca pital actually declined during fiscal 2017 such that you have
a working capital deficit as of the most  recent balance sheet date.

Critical A ccounting Policies, page 53

3. In order for investors to more fully understand and better assess goodwill and intangi ble
assets, please address the following:
 Quantify and discuss the most significant assumptions you used to determine the
fair values of your reporting units.  Specifically address the growth rates you used
in your evaluations of goodwill and indefinite -lived intangible assets and more
fully explain your basis for the growth rates in light of recent declines in organic
revenues ;
 Tell us whether your assessment of goodwill occurred before or after the changes
in your allocations of goodwill to each segment f or the P&G Beauty Business;
and
 Quantify and discuss the specific nature of material finite lived intangibles,
including the segments in which they are included .

Consolidated Financial Statements

3. Business Combinations, page F -16

4. We note your disclosures regarding the acquisition of the P&G Beauty Business.  Please
more fully address the following:
 You indicate that additional measurement period adjustments to indefinite and
finite -lived assets, customer relationships and license agreements wer e the result
of changes in assumptions used for valuation purposes such as projected growth

Patrice de Talhouët
Coty, Inc.
September 27 , 2017
Page 3

 rates, profitability and discount rates.  More fully explain and address your
revised assumptions, the reasons for the revisions , and the reasons for the
significan t differences in the allocations disclosed here relative to amounts
disclosed in your Form 10 -Q for the period ended March 31, 2017;
 You indicate that goodwill was allocated to the Luxury, Consumer Beauty and
Professional Beauty segments based on the “rela tive fair values of synergies .”
More fully explain your allocation methodology.  Also, address the reasons for
the significant differences in the allocation of goodwill to each segment disclosed
here relative to the amounts disclosed in your Form 10 -Q for the period ended
March 31, 2017, specifically address the reasons for the significant decrease in the
amount of goodwill allocated to t he Consumer  Beauty segment; and
 Explain the nature of any additional information you are awaiting to finalize the
purch ase price allocation.

10. Goodwill and Other Intangible Assets, Net, page F -27

5. We note you changed your operating and reportable segments during t he quarter ended
December 31, 2016 and, as a result, you allocated goodwill to the new segments using a
relative fair value approach.  Please more fully explain the methods and significant
assumptions you used to determine relative fair values.

15. Income  Taxes, page F-39

6. We note your disclosure that the release of a portion of your tax valuation allowance  in
the U.S. during fiscal  2017 was the result of the P&G Beauty Business acquisition.
Please provide us a more detailed analysis t hat supports your determination of the tax
valuation allowance at June 30, 201 7, including you r basis for concluding that realization
of net deferred tax assets is more likely than not as required by ASC 740 -10-30-5(e).
Please specifically address your assumptions regarding each source of taxable income
contemplated by ASC 740 -10-30-18.  Please also address the following:
 It appears the significant increase in deferred tax liabilities at June 30, 2017 was
due to intangible assets you recorded when you acquired the P&G Beauty
Business.  Tell us the amount of deferred tax liabilities related to intangible assets
that are associated with indefinite -lived intangible assets and explain if , and how ,
you consider the reversal of th ese deferred tax liabilities in your determination
that defe rred tax assets are realizable;
 It appears you incurred losses in the U.S. during each of the last three years.   Tell
us if realization of your deferred tax assets assume s any future U.S. taxable
income .  If it does, fully explain your basis for suc h projections in light of recent
cumulative losses ;
 To the extent applicable, tell us and disclose the minimum amount of taxable
income you will be required to generate to fully realize deferred tax assets,
including the jurisdictions and time periods in w hich such income will be

Patrice de Talhouët
Coty, Inc.
September 27 , 2017
Page 4

 required.  If realization is dependent on material improvements over present levels
of consolidated pre -tax results, material changes in the present relationship
between income reported for financial and tax purposes, or material a sset sales or
other non -routine transactions, describe and quantify, to the extent practicable, the
assumed future events; and
 To the extent applicable, tell us and disclose any tax planning  strategies you are
relying on.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

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.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction