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CORRESP
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CORRESP

 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 27, 2016

 Securities and Exchange Commission

 Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Pam A. Long

Re:

Coty Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed June 27, 2016

File No. 333-210856

 Dear Ms. Long,

On behalf of our client, Coty Inc. (the “Company” or “Coty”), we file herewith Amendment No. 2 (“Amendment No.
2”) to the Registration Statement on Form S-4, as filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2016 (the “Registration Statement”), marked to show changes from Amendment No. 1 to the
Registration Statement, filed with the Commission on June 1, 2016.

 The changes reflected in Amendment No. 2 include those made in
response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of June 17, 2016 (the “Comment Letter”). Amendment No. 2 also includes other changes that are intended to update, clarify
and render more complete information contained therein.

 Set forth below are the Company’s responses to the comments raised in the
Comment Letter, which also include input from The Procter & Gamble Company (“P&G”) and Galleria Co. (“Galleria Company”). The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers
contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 2. All
references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the marked copy of Amendment No. 2.

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 disclosure in another filing, please make
corresponding changes as applicable.

 Response:

The Company acknowledges the Staff’s comment and confirms consistency of disclosure throughout Amendment No. 2 and Amendment No. 2 to the
Registration Statement on Forms S-1 and S-4 of Galleria Company filed on even date herewith, including making corresponding changes where comments on one filing are applicable to disclosure in the other filing.

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 compare 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.

 Please 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).

 Response:

 The Company respectfully acknowledges the guidance provided in Item 10(e)(1)(i)(C) through (D). In response to the Staff’s
comment, the Company revised the disclosure on pages 48 and 140 of Amendment No. 2.

3.
We note that you have provided reconciliations of Reported Operating 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 and 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 Disclosure
Interpretations (C&DIs) updated on May 17, 2016;

 Response:

The Company respectfully acknowledges the guidance provided under Question 100.01 of the C&DIs. The Company’s management uses non-GAAP
financial measures which it believes better enable management and investors to analyze and compare the Company’s

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underlying business results and performance from period to period. Although the Company has a growth strategy that includes acquiring new brands and licenses, the Company’s management
believes adjustments related to restructuring and other business realignments costs, amortization, and acquisition-related costs are often significant and reduce comparability from period to period. The manner in which the Company acquires new
brands and licenses varies from negotiations with owners to negotiations with licensors to outright business acquisitions. As a result, each transaction is unique and includes costs that are attributable to specific facts and circumstances that are
not comparable to other transactions. As the types of transactions vary in size and frequency, the costs related to such transactions are not considered recurring, cash-operating expenses, as outlined in Question 100.01 of the C&DIs.

Such costs vary by transaction and represent supplemental information as to what core sustainable performance will look like going forward.
The nature of the costs and expenses incurred for one transaction are not indicative of the costs and expenses to be incurred for other transactions. Due to the many differences in the Company’s previous acquisitions, the Company’s
treatment of a particular transaction is not intended to imply that any past or future acquisitions will result in comparable and significant acquisition-related costs. Similarly, the Company’s management also believes that restructuring and
other business realignments costs, amortization, and acquisition-related costs do not reflect the operating performance of the underlying business and excludes their impact to enhance comparability period to period.

•

Please more fully explain how and why you determined it is now appropriate to revise your non-GAAP performance measures to exclude amortization.

Response:

 In accordance with ASC 805,
Business Combinations, a portion of the acquisition purchase price for an acquisition is allocated to finite-lived intangible assets, which are then amortized over various periods of time based on their useful lives. As the Company is
transforming its business and organizational structure through the proposed Transactions, which impacts financial reporting, incremental amortization as a result of purchase price allocation will reduce the comparability of the results of operations
period to period. On a pro forma basis, amortization expense will increase by approximately four times as a result of the transformational acquisition and therefore, the Company’s management believes that excluding the impact of such
amortization will improve comparability of operating performance from period to period.

 The Company’s GAAP presentation includes
amortization on all intangibles acquired in connection with various acquisitions, whereas in its non-GAAP presentation, the Company excludes these non-cash charges in calculating Adjusted Operating Income. The effect of this exclusion on the
Company’s non-GAAP presentation is to revise Adjusted Operating Income in a manner which provides investors with a measure of the Company’s operating performance that facilitates period to period comparisons, as well as comparability to
the Company’s peers. Specifically, exclusion of amortization expense allows investors to compare operating results that are consistent over time for the consolidated Company, including newly acquired and long-held businesses, to both
acquisitive and non-acquisitive peer companies. As amortization is the

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result of the purchase price and corresponding allocation of fair value, and not the result of operations in a particular year, the Company’s management believes that the adjustment of the
Company’s non-GAAP financial measure to exclude amortization provides useful information to investors because it allows them to better understand the underlying performance of the business. The Company supplements this revised approach by
providing disclosure of the effects of this non-GAAP measure, by presenting the corresponding treatment prepared in conformity with GAAP in its financial statements, and by providing a reconciliation to the corresponding GAAP measure so that
investors can use the information to perform their own analyses.

•

Please clarify the types of costs included in acquisition-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;

 Response:

 Acquisition-related costs represent costs directly related to acquiring an entity, for both completed and contemplated acquisitions
and can include, among other things, finder’s fees, legal, accounting, valuation and other professional or consulting fees, and other internal costs, which can include compensation-related expenses for dedicated internal resources.
Additionally, costs related to purchase accounting may occur, such as impacts of revaluation of acquired inventory, which are included as acquisition-related adjustments as they (i) do not directly arise from the Company’s normal, or
“core,” business and operations or (ii) are not indicative of future results. The Company believes the exclusion of such acquisition-related costs allows the Company to better demonstrate its growth trend on a more consistent basis. For
additional information please also refer to the other responses to this comment above.

•

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

 Response:

As noted in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, prior to June 12, 2013, the effective date
of the share-based compensation plan amendments upon the close of the Company’s initial public offering, its share-based compensation plans were accounted for as liability plans, as they allowed for cash settlement or contained put features to
sell shares back to the Company for cash. Accordingly, share-based compensation expense for the liability was measured at the end of each reporting period based on the fair value of the awards at each reporting period date, which resulted in
significant fluctuations in the Company’s share-based compensation expense/(income) each year. As such, the Company’s management evaluated the impact of share-based compensation on operating

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income by comparing the expense that was recorded under liability plan accounting to the expense that would have been recorded if the plans had been accounted for as equity plans on the grant
date. This evaluation of share-based compensation expense at the historical grant date fair value is relevant to the Company’s management and provides supplemental information that is useful for investors for the following reasons:

•

incremental expense/(income) due to liability plan accounting results in significant variability period to period leading to non-comparability of operating results;

•

several of the Company’s main competitors account for their share-based compensation plans as equity plans; and

•

certain financial covenant calculations for the Company’s debt agreements were derived from calculations including share-based compensation expenses based on the equity method of accounting.

Share-based compensation expense adjustment is calculated as following:

•

For grants issued prior to June 12, 2013, the component of share-based compensation expense adjustment represents the difference between expense under equity plan accounting based on the grant date fair value and total
estimated share-based compensation expense, which is based on (i) the fair value on June 12, 2013 for nonqualified stock option awards and restricted stock units and (ii) all costs associated with the special incentive awards granted in fiscal 2012
and 2011 as these were accounted for as liability plans.

•

Share-based compensation adjustment for the fiscal year ended June 30, 2015 also includes $15.8 million related to special transactions the Company’s parent company, JAB Cosmetics B.V., has conducted with a related
party. This expense is excluded from the Company’s segments and Adjusted Operating Income as the Company’s management views the discounted sale of shares and subsequent probable repurchase as outside the normal course of business.

 The Company respectfully advises the Staff that a reconciliation table that compares the share-based compensation expenses
in the Consolidated Statements of Operations to the recalculated share-based compensation expenses used by the Company’s management to measure the performance of segments for all periods presented is below.

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Year Ended June 30,

Nine Months
Ended March 31

2015

2014

2013

  2016

  2015

 Share-based compensation expense:

 Expense under liability plan accounting prior to June 12, 2013

$
—

$
—

$
142.2

$
—

$
—

 Expense under equity plan accounting (1)

19.7

46.8

2.2

28.0

9.9

 Expense under liability plan accounting for special transactions

15.8

—

—

—

 Expense under liability plan accounting Series A Preferred Stock

0.4

1.3

—

 Total reported share-based compensation expense

35.9

46.8

144.4

29.3

9.9

 Expense under equity plan accounting based on grant date fair value and expense for Series A
Preferred Stock

17.6

19.2

24.1

28.0

9.3

 Share-based compensation expense adjustment for pre-IPO grants and special transactions

$
18.3

$
27.6

$
120.3

$
1.3

$
0.6

(1)
Expense under equity plan accounting is assessed based on June 12, 2013 fair value for awards granted prior to June 12, 2013 and the grant date fair value for awards granted post June 12, 2013

Cash flow presentation:

 As the
share-based compensation adjustment reflects only a portion of the total share based compensation as noted above, the share-based compensation adjustment will not agree to the share-based compensation expense reported in the Consolidated Statements
of Cash Flows. Additionally, effective fiscal 2015, the total share-based compensation expense reported does not agree to the share-based compensation expense recorded in the Consolidated Statements of Cash Flows as the withholding tax expense that
is assessed upon exercise is included in Coty’s total share-based compensation expense, but is reclassified to accrued expenses and other current liabilities in the Consolidated Statements of Cash Flows to be consistent with all other payments
of withholding taxes. Reclassification of the withholding tax expenses within share-based compensation for periods prior to fiscal 2015 were not revised as the expenses were deemed immaterial.

Year Ended June 30,

Nine Months
Ended March 31

2015

2014

2013

  2016

  2015

 Share-based compensation expense per above

$
35.9

$
46.8

$
144.4

$
29.3

$
9.9

 Share-based compensation expense per Cash flow statement

30.6

46.8

144.4

18.4

5.9

 Difference

$
5.3

$
—

$
—

$
10.9

$
4.0

•

Since