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 March 17, 2026

Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, NY 10118

 Re: COTY INC.
 Form 10-K for the Year Ended June 30, 2025
 Form 10-Q for the Period Ended December 31, 2025
 File No. 001-35964
Dear Laurent Mercier:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
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CORRESP
 1
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 Document March 10 , 2026 By EDGAR, “CORRESP” Designation Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Ms. Nudrat Salik and Ms. Jeanne Baker Re: Coty Inc. Form 10-K for the Fiscal Year Ended June 30, 2025 Form 10-Q for the Period Ended December 31, 2025 File No. 001-35964 Dear Ms. Salik and Ms. Baker: On behalf of Coty Inc. (the “Company”, “we”, or “our”), this letter responds to your letter, dated February 26, 2026 (“Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2025 (“fiscal 2025”) filed on August 21, 2025 and Form 10-Q filed on February 5, 2026. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type. Form 10-Q for the Period Ended December 31, 2025 Critical Accounting Policies, page 60 1. You disclose, “there have been no material changes to the items disclosed as critical accounting policies and estimates,” including goodwill, since the disclosure in the Form 10-K. Please expand your disclosure to address the subsequent substantial decrease in market capitalization and the impact on your assessment of the likelihood of future material goodwill impairment charges. Tell us and disclose your consideration of ASC 350-20-35-30 and the need to perform a more recent impairment test. Response: The Company acknowledges the Staff’s comment. We will enhance our future disclosures to address our consideration of the Company’s market capitalization, including any declines in market capitalization, if applicable, in our goodwill impairment assessment. We propose to include enhanced disclosure within the Critical Accounting Policies section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), beginning with our Form 10-Q for the Fiscal Quarter Ended March 31, 2026. The following is an illustration of the disclosure updates (underscored language indicates new disclosure) based on page 60 of our Form 10-Q filed on February 5, 2026. Critical Accounting Policies […] During the period since our May 1, 2025 annual impairment test through December 31, 2025, the Company experienced decreases in its market capitalization, as a result of declines in its stock price. While we consider historical share price trends and the relationship between our market capitalization and the aggregate fair value of our reporting units in assessing indicators of goodwill impairment, it is not the sole basis for goodwill impairment assessments. In addition to evaluating the relationship between our market capitalization and estimated reporting unit fair values, we evaluate the totality of events and circumstances when monitoring our reporting units for triggering events or other signs of impairment. These factors include adverse changes in the economic environment, industry and market conditions, disruptions to our business, significant declines in the operating results of the Company’s reporting units, changes in forecasts or other key assumptions. Based on the totality of the facts and circumstances evaluated, the Company concluded that it was not more likely than not that the fair value of any reporting unit was below its carrying amount as of December 31, 2025. However, if our market capitalization were to remain depressed, or if operating results or forecasts were to decline, we could be required to perform an interim quantitative impairment test, which could result in a material goodwill impairment charge. As disclosed in our Form 10-K for the year ended June 30, 2025, we performed an annual quantitative goodwill impairment test as of May 1, 2025. As a result, we determined that the estimated fair value of our Prestige reporting unit exceeded its carrying value by approximately 55.4%, and the estimated fair value of our Consumer Beauty reporting unit exceeded its carrying value by approximately 28.9%. Accordingly, no goodwill impairment was recorded as of this annual testing date. As part of our May 1, 2025 annual quantitative impairment test, we performed a market capitalization reconciliation using an enterprise premise where we compared the aggregate fair value of the Company’s reporting units derived from our valuation analyses to the Company’s market capitalization, adjusted for debt and debt-like items. Based on this comparison, we calculated an implied control premium of approximately 13% on enterprise value. We evaluated this implied control premium relative to control premiums observed in comparable transactions within the Company’s industry and determined that the premium was within a reasonable range of observed market data. We conduct a detailed qualitative assessment each quarter, between our annual testing dates, and perform interim quantitative impairment tests when the totality of facts and circumstances indicate that it is more likely than not that the fair value is below carrying amount for any reporting unit. In connection with our December 31, 2025 qualitative goodwill impairment assessment, we performed certain procedures, including a reconciliation of the Company’s estimated aggregate reporting unit fair values to its market capitalization. This updated analysis was used to reassess the estimated implied control premium reflected by the difference between our estimated enterprise value and our market capitalization, adjusted for debt and debt-like items as of December 31, 2025. Based on this assessment, we determined that the estimated implied control premium remained within a reasonable range compared to control premiums observed in comparable industry transactions, generally between 10% and 20%. Accordingly, we concluded that the decline in market capitalization did not indicate that it was more likely than not that the fair value of any reporting unit was below its carrying amount. In addition to the decline in our share price and market capitalization, we considered the following in our qualitative assessment for the quarter ended December 31, 2025: • Macroeconomic conditions: We evaluated changes in capital and market conditions. We did not identify macroeconomic developments that would be expected to materially reduce projected cash flows of the reporting units relative to assumptions used in the May 1, 2025, annual impairment test. Our assessment indicated that changes in interest rates did not have a material impact on the estimated fair values of the reporting units. • Industry and market considerations: We reviewed industry and market trends, including a continuing moderation in overall beauty category growth and increased promotional activity across beauty categories. However, we did not identify any significant adverse industry or market trends that would indicate a substantial change to our overall business fundamentals or cash flows compared to those assumed during the May 1, 2025 annual test. • Cost factors: We considered, among other specific factors, the impact of tariffs on raw materials and finished good costs, and the impact of mitigating pricing actions, and noted no significant adverse changes to our projections. We did not experience material adverse changes in labor, raw material, freight, or other input costs that would significantly reduce forecasted margins or long-term profitability assumptions. • Overall financial performance: Actual operating results for the quarters ended September 30, 2025, and December 31, 2025, were compared to the projections utilized in the May 1, 2025, quantitative impairment test. We did not identify material adverse declines that would indicate deterioration in the long-term cash flow assumptions underlying that analysis. We also evaluated developments related to our brand licenses, including terminations and expirations (such as the future expiration and non-renewal of our Gucci license). Management determined that the financial impacts of these developments were either not significant or already reflected in the projections used for our May 1, 2025 annual impairment test. Regarding the Gucci license, the impact of its expiration in fiscal year 2028 was conservatively reflected in the projections used for the May 1, 2025 annual impairment test. • Company-specific events and strategic initiatives: During the quarter ended September 30, 2025, the Company announced the initiation of a strategic review focused on our mass color cosmetics business, which remained ongoing as of December 31, 2025. Based on information available as of the assessment date, this strategic review did not indicate changes to our reporting unit structure or otherwise suggest that the fair value of the related reporting unit may be below its carrying amount. In addition, effective January 1, 2026, the Company appointed an Interim Chief Executive Officer (“Interim CEO”). At the time of our interim assessment, no key decisions had been finalized, approved, or implemented regarding the ongoing strategic review or in connection with the appointment of the Interim CEO that would indicate changes to the Company’s operating strategy, financial projections, or key valuation inputs used in the May 1, 2025 quantitative impairment test. Accordingly, these developments were not considered indicators of impairment in connection with the Company’s interim assessment as of December 31, 2025. • Other events affecting our reporting units: Based on our evaluation of relevant facts and circumstances, we did not identify any other events affecting any of our reporting units, including any significant changes in the composition or carrying amount of their net assets. In accordance with ASC 350-20-35-3D, after assessment of the totality of events and circumstances as summarized above, including an evaluation of the share price decline experienced since the date of the May 1, 2025 annual test (which resulted in a significant cushion) through the end of the quarter ended December 31, 2025, we concluded that there was no impairment triggering event that would require us to perform a quantitative impairment test during the second quarter of fiscal 2026. We will perform an interim qualitative assessment in connection with the preparation of our Form 10-Q for the fiscal quarter ended March 31, 2026, in accordance with ASC 350-20-35-30. If, based on this qualitative evaluation, it is determined that it is more likely than not that a reporting unit’s fair value is below its carrying value, the Company will perform a quantitative goodwill impairment test to compare fair value to the reporting unit’s carrying amount. To the extent applicable, an impairment charge will be recognized for any excess of the carrying amount over the reporting unit’s fair value, limited to the total amount of goodwill allocated to that reporting unit. In future filings, we will follow the disclosure guidance outlined in the SEC Financial Reporting Manual (FRM) Section 9510 regarding goodwill impairment-related critical accounting estimates. If any reporting unit is determined to be at risk of impairment, the Company will provide the enhanced disclosures contemplated by this guidance, as applicable, including information regarding the amount of goodwill allocated to the reporting unit, the extent to which fair value exceeded carrying value in the most recent impairment test, the valuation methodologies and key assumptions used, the degree of uncertainty associated with those assumptions, and potential events or changes in circumstances that could negatively affect those assumptions. These disclosures will be included in MD&A, as appropriate, to ensure compliance with Item 303 of Regulation S-K and SEC Release No. 33-8350, and to provide investors with information necessary to assess the potential for a future goodwill impairment charge. *** The Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in its filings; 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. If you have any questions regarding the above, please do not hesitate to call Ayesha Zafar at (212) 389-7060 or myself at +31-20-2999088. Very truly yours, /s/ Laurent Mercier Laurent Mercier Chief Financial Officer

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 February 26, 2026

Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, NY 10118

 Re: COTY INC.
 Form 10-K for the Year Ended June 30, 2025
 Form 10-Q for the Period Ended December 31, 2025
 File No. 001-35964
Dear Laurent Mercier:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Period Ended December 31, 2025
Critical Accounting Policies, page 60

1. You disclose, there have been no material changes to the items
disclosed as critical
 accounting policies and estimates, including goodwill, since the
disclosure in the Form
 10-K. Please expand your disclosure to address the subsequent
substantial decrease in
 market capitalization and the impact on your assessment of the
likelihood of future
 material goodwill impairment charges. Tell us and disclose your
consideration of ASC
 350-20-35-30 and the need to perform a more recent impairment test.
 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.

 Please contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters.
 February 26, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
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United States securities and exchange commission logo
March 4, 2024
Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, New York 10118
Re:COTY INC.
Form 10-K for Fiscal Year Ended June 30, 2023
File No. 001-35964
Dear Laurent Mercier:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
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Document

February 29, 2024

By EDGAR, “CORRESP” Designation

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Attn: Ms. Tracey Houser and Ms. Jeanne Baker

Re:      Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2023

Form 8-K Filed February 8, 20241

File No. 001-35964

Dear Ms. Houser and Ms. Baker:

On behalf of Coty Inc. (the “Company” or “we”), this letter responds to your letter, dated February 14, 2024 (“Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2023 (“fiscal 2023”) filed on August 22, 2023 and Form 8-K filed on February 7, 2024. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 31

1.Please expand your discussion and analysis to quantify the impact when multiple factors contribute to the changes in these line items. One example are the material factors listed as positively and negatively impacting net revenues for each of the reportable segments that provide no insight as to how each factor impacted net revenues. Further, net revenue analysis at the consolidated and segment levels should include quantification of the extent to which changes in volume, pricing and product mix impacted net revenues rather than on a combined basis. Refer to Item 303(b)(2) of Regulation S-K and Section 501.12 of the Financial Reporting Codification for guidance.

Response:

The Company acknowledges the Staff’s comment. We respectfully submit that we have considered the guidance in Item 303(b)(2) of Regulation S-K and Section 501.12 in preparing our disclosures to explain material changes in net revenue from period to period in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). In order to provide further insight in circumstances where multiple factors contribute to changes in line items, as raised in the Staff’s comment, we propose to update our disclosure in future filings, as applicable, beginning with our Form 10-Q for the

1 The Company respectfully notes that the referenced Form 8-K was filed on February 7, 2024.

1

quarter ended March 31, 2024, to quantify the impact of such factors. For the Staff’s reference, below is the updated disclosure marked to show changes against the disclosure in our Form 10-K for the fiscal year ended June 30, 2023 (data as of June 30, 2023) as an example, for illustrative purposes only, of how the Company intends to expand its disclosures in future filings (underscored language indicates new disclosure and deletions are indicated in strike-through). We will implement similar changes to other line items, where applicable.

In considering the application of Item 303(b)(2)(iii) regarding disclosure of changes in line items that may be attributable to changes in price, volume or mix, we respectfully advise the Staff that due to the nature of the Company’s product offerings, changes in price and mix are often interrelated and Company management considers price and mix in combination when evaluating business performance. Furthermore, as separate price and mix data is not used in managing the business, the Company does not have in place the internal processes, system configurations, and controls to facilitate such a separation and quantification of price and mix data for inclusion in the MD&A. As the Staff is aware, the Company’s product categories consist of fragrances, color cosmetics, and skin and body care products, which are marketed through distinctive brands that address a variety of consumer preferences. Within some of these categories are thousands of product variations (e.g., sizes, packaging, formulations, etc.) that may be sold at different price points due to brand positioning and product type (e.g., skin care and fragrance products are generally priced higher than makeup products). As we have disclosed, we continually introduce new products, support new and established products, including product reformulations, and phase out existing products that no longer meet the needs of our consumers or our business objectives. In addition, the impact of new product launches and the related pricing effects on new and existing products further blur the distinction between the price and mix impact on our net revenues. Likewise, our premiumization strategy, which involves introducing new products at higher selling prices, results in a combined  price and mix impact when consumers shift from purchasing existing products to newer premium products. Similar to peers in the beauty industry, we propose to supplement our future disclosures to quantify material changes in net revenues attributable to volume, including volume changes driven by the impact of new product innovation, and pricing. As disclosed in the Overview section to the MD&A, volume remained stable year-over-year, therefore, in discussing our segment results, we did not disclose the impact when comparing fiscal 2023 to fiscal 2022 net revenues, as the change in volumes did not materially impact the change in net revenues. In addition, if material to our business as a whole, we will further expand such disclosures by product category and geographic region as appropriate.

Please refer below for a revised discussion of segment net revenue included on pages 37 and 38 of our Form 10-K for the fiscal year ended June 30, 2023 (data as of June 30, 2023). For our discussion of consolidated net revenue and all other line items where there are multiple factors that contribute to the change in activity between comparative periods, we will include quantification of such factors in future filings in a similar manner.

Sample Disclosure:

Prestige

In fiscal 2023, net revenues in the Prestige segment increased 5%, or $152.6 to $3,420.5 from $3,267.9 in fiscal 2022. Excluding net revenue from the second half of the prior period from Russia, net revenues increased 6% or $169.0 to $3,420.5 from $3,251.5, reflecting a positive price and mix impact of 11% (primarily due to the positive pricing impact as a result of global price increases and in line with the overall premiumization strategy) partially offset by a negative foreign currency exchange translation impact of 5%. The increase in net revenues primarily reflects:

2

•Prestige fragrance sales grew $186.5, due to the continued success and growth of prestige fragrances, specifically of Burberry Hero, Burberry Her, Calvin Klein, Hugo Boss Boss Bottled, Gucci Flora, and Marc Jacobs Daisy, particularly in the U.S. due to positive market trends and innovation, and in travel retail across all major regions impacted by increased leisure travel compared to the prior year.

ii)     the positive pricing impact as a result of global price increases and in line with the overall premiumization strategy;

iii)    growth in travel retail net revenues in all major regions due to increased leisure travel compared to the prior year; and

iv)     growth in the U.S due to positive market trends and innovation in the prestige fragrance brands.

These increases were partially offset by:

•Prestige makeup sales declined $18.4, lower net revenues in the Prestige makeup category impacted by a decline in primarily due to Gucci makeup travel retail sales in the Asia Pacific region as a result of slow recovery from the lockdowns in China.; and

•Prestige skincare sales declined $10.6, primarily due to lower net revenues for philosophy due to less innovation and repositioning of the brand.

Consumer Beauty

In fiscal 2023, net revenues in the Consumer Beauty segment increased 5%, or $97.1, to $2,133.6 from $2,036.5 in fiscal 2022. Excluding net revenue from the second half of the prior period from Russia, net revenues increased 6% or $107.8 to $2,133.6 from $2,025.8, reflecting a positive price and mix impact of 10% (primarily due to price increases across the Consumer Beauty product portfolio) partially offset by a negative foreign currency exchange translation impact of 4%. The increase in net revenues primarily reflects:

•Color cosmetics sales grew $53.3, resulting from an increase in net revenues from color cosmetics brands, including CoverGirl due to positive pricing impact and higher sell-out resulting in lower returns and markdowns in the U.S., and Rimmel Manhattan due to brand innovation and positive price and mix impact in major European markets, such as Germany, Austria and Switzerland, and Australia.;

•Skin and body care  sales grew $52.8, resulting from an increase in net revenues from the skin and body care growth of brands in Brazil due to strong category momentum, and positive product mix impact within our Brazilian brands’ portfolio, as well as due to innovation in brands such as Monange and market share gains for Paixao.; and

(iii) due to price increases across the Consumer Beauty product portfolio.

These increases were partially offset by:

•Mass fragrance sales declined $8.6 These increases were partially offset by lower net revenues from the mass fragrance category, primarily due to negative foreign currency exchange translation impacts.

2.Please provide an analysis of the factors materially impacting your results of operations at the consolidated and segment levels. In this regard, we note you attribute the improvement in operating income from continuing operations to the changes in various types of costs without an analysis of the underlying causes. One example is to provide a discussion as to why there was a reduction in fixed costs and whether you expect this trend to continue. Similarly, we note you attribute the change in net revenues to a change in the mix of products without explaining how

3

that change in the mix of products also impacted operating income and whether you expect the change to continue into the future. Finally, we note a more robust discussion of your operating results in your earnings press release. Refer to Item 303(b)(2) of Regulation S-K and Section 501.12.b. of the Financial Reporting Codification (i.e., Release 33-8350, Section III.B.) for guidance.

Response:

The Company acknowledges the Staff’s comment. We propose to update our disclosure in future filings, as applicable, beginning with our Form 10-Q for the quarter ended March 31, 2024. For the Staff’s reference, below is the updated disclosure marked to show changes against the disclosure in our Form 10-K for the fiscal year ended June 30, 2023 (data as of June 30, 2023) as an example, for illustrative purposes only, of how the Company intends to expand its disclosures in future filings. We will implement similar changes to other line items, where applicable. The following is illustrative of the disclosure updates we plan to incorporate into future filings (underscored language indicates new disclosure and deletions are indicated in strike-through) based on page 31 of the 10-K.

OVERVIEW

We expect that our net revenue for fiscal year 2024 will grow in the mid-to-high single digits versus the prior year, excluding the impact of foreign exchange and the early termination of the Lacoste fragrance license.

We anticipate that our annual gross margin will remain in the mid-sixties, providing us with opportunities to fund new product initiatives and support our brands through advertising and consumer promotional investments. We continue to target advertising and consumer promotional spending in the high-twenties percentage of net revenues. However, our level of advertising and consumer promotional spending will depend on various factors, including seasonality, the timing of product launches, and budgetary considerations. We anticipate that fixed costs as a percentage of our net revenues will incrementally improve annually as we continue to take steps to gradually optimize our fixed cost base.

The following is illustrative of the disclosure updates we plan to incorporate into future filings (underscored language indicates new disclosure and deletions are indicated in strike-through) based on page 40 of the 10-K for the fiscal year ended June 30, 2023 (tables are not shown).

OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS

In fiscal 2023, operating income from continuing operations was $543.7 compared to an income of $240.9 in fiscal 2022. Operating income as a percentage of net revenues, improved to 9.8% in fiscal 2023 as compared to Operating income as a percentage of net revenues of 4.5% in fiscal 2022. The improved operating margin is largely driven by lower fixed costs as a percentage of net revenues (approximately 150 basis points) primarily due to lower depreciation expense related to fully depreciated IT equipment, lower stock-based compensation as a percentage of net revenues (approximately 130 basis points) primarily related to a reduction in expense recognized in connection with a prior year’s grant made to the CEO, lower advertising and consumer promotional spending as a percentage of net revenues (approximately 100 basis points) primarily due to a reduction in working media, and an  decrease in asset impairment charges as a percentage of net revenues (approximately 60 basis points) related to the impairment of indefinite-lived intangibles recorded in the prior period. In addition, the greater proportion of higher margin Prestige product sales coupled with the fact that a higher proportion of Consumer Beauty sales were from lower margin Brazil brands, compared to the prior year, positively benefited our consolidated gross margin and operating income.

4

In fiscal 2022, operating income from continuing operations was $240.9 compared to a loss of $48.6 in fiscal 2021. Operating income as a percentage of net revenues, improved to 4.5% in fiscal 2022 as compared to Operating loss as a percentage of net revenues of (1.0)% in fiscal 2021. The improved operating margin is largely driven by lower cost of goods sold as a percentage of net revenues (approximately 370 basis points) due to the above-mentioned drivers, a reduction in fixed costs as a percentage of net revenues (approximately 290 basis points) primarily due to a decrease in compensation expense related to a reduction in employee headcount,  a decrease in acquisition and divestiture related expenses as a percentage of net revenues (approximately 270 basis points), a decrease in gains recognized on sale of real estate as a percentage of net revenues (approximately 220 basis points), lower amortization expense as a percentage of net revenues (approximately 150 basis points) mainly due to the certain definite-lived intangible assets reaching the end of their useful lives, and a decrease in restructuring expense as a percentage of net revenues (approximately 150 basis points). These items were partially offset by an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 520 basis points) primarily do due to an increase in working media, higher stock-based compensation as a percentage of net revenues (approximately 310 basis points) primarily related to the CEO grant made on June 30, 2021, and an increase in asset impairment charges as a percentage of net revenues (approximately 60 basis points) related to the impairment of indefinite-lived intangibles.

The following is illustrative of the disclosure updates we plan to incorporate into future filings (underscored language indicates new disclosure and deletions are indicated in strike-through) based on page 41 of the 10-K for t

United States securities and exchange commission logo
February 14, 2024
Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, New York 10118
Re:COTY INC.
Form 10-K for Fiscal Year Ended June 30, 2023
Form 8-K Filed February 8, 2024
File No. 001-35964
Dear Laurent Mercier:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 31
1.Please expand your discussion and analysis to quantify the impact when multiple factors
contribute to the changes in these line items.  One example are the material factors listed
as positively and negatively impacting net revenues for each of the reportable segments
that provide no insight as to how each factor impacted net revenues.  Further, net revenue
analysis at the consolidated and segment levels should include quantification of the extent
to which changes in volume, pricing and product mix impacted net revenues rather than
on a combined basis.  Refer to Item 303(b)(2) of Regulation S-K and Section 501.12 of
the Financial Reporting Codification for guidance.
2.Please provide an analysis of the factors materially impacting your results of operations at
the consolidated and segment levels.  In this regard, we note you attribute the
improvement in operating income from continuing operations to the changes in various
types of costs without an analysis of the underlying causes.  One example is to provide a

 FirstName LastNameLaurent Mercier
 Comapany NameCOTY INC.
 February 14, 2024 Page 2
 FirstName LastNameLaurent Mercier
COTY INC.
February 14, 2024
Page 2
discussion as to why there was a reduction in fixed costs and whether you expect this
trend to continue.  Similarly, we note you attribute the change in net revenues to a change
in the mix of products without explaining how that change in the mix of products also
impacted operating income and whether you expect the change to continue into the
future.  Finally, we note a more robust discussion of your operating results in your
earnings press release.  Refer to Item 303(b)(2) of Regulation S-K and Section 501.12.b.
of the Financial Reporting Codification (i.e., Release 33-8350, Section III.B.) for
guidance.
3.Please provide a more detailed discussion of the material factors impacting income tax
expense (benefit).  As a global company generating approximately 72% of net revenues
outside of the United States for the periods presented with foreign subsidiaries generating
 income from continuing operations before income taxes while the US is reporting losses,
it would appear a more detailed analysis of your income tax expense (benefit) and
effective tax rate for each period presented along with an analysis of the impact of foreign
earnings as compared to US losses would be useful for investors to better understand the
material drivers impacting taxes.  Refer to Item 303(b)(2) of Regulation S-K and Section
501.12 of the Financial Reporting Codification for guidance.
4.Please revise your presentation of Adjusted EBITDA throughout your filing to comply
with the disclosure requirements in Rule 100(a) of Regulation G, Items 10(e)(1)(i)(A) and
10(e)(1)(i)(B) of Regulation S-K, and Question 102.10(a) of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.  In this regard, Question
103.02 of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures indicates that net income and not operating income is the most directly
comparable financial measure or measures calculated and presented in accordance with
US GAAP.  Address this comment throughout your Forms 10-Q and earnings press
releases as well.
Form 8-K Filed February 8, 2024
Exhibit 99.1
5.For each non-GAAP measure presented, please present the most directly comparable
financial measure or measures calculated and presented in accordance with US GAAP in
accordance with Rule 100(a) of Regulation G, Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures. Examples include your presentation and discussion of adjusted
operating margin and adjusted EBITDA margin on pages 1, 3 and 4; financial leverage
ratio on pages 2, 3 and 5; and segment adjusted operating income margin and segment
adjusted EBITDA margin on pages 5 and 6 without presenting the comparable margin or
ratio calculated using the most comparable US GAAP measures. As applicable, address
this comment as well as our additional non-GAAP measure comments to your Forms 10-
K and 10-Q presentations.

 FirstName LastNameLaurent Mercier
 Comapany NameCOTY INC.
 February 14, 2024 Page 3
 FirstName LastName
Laurent Mercier
COTY INC.
February 14, 2024
Page 3
6.We note that the headlines for your second quarter of 2024 earnings press release
references EBITDA and EBITDA margin, which are not disclosed in the earnings press
release, without also mention of net income and net income margin.  Similarly, we also
note that your discussion and analysis of non-GAAP measures at the consolidated and
segment levels are more comprehensive than your discussion and analysis of the
comparable US GAAP measure throughout the earnings release.  With reference to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures, ensure your disclosures,
discussion and other presentations do not present, discuss and/or analyze non-GAAP
financial measures with more prominence than the most directly comparable US GAAP
measure.
7.Please provide reconciliations for adjusted operating income and adjusted EBITDA
presented at the segment levels as required by Rule 100(a) of Regulation G and Item
10(e)(1)(i)(B) of Regulation S-K.
8.We note your presentation of economic net debt, which excludes the carrying value of
your Wella investment from financial net debt, or total debt less cash and cash
equivalents.  Please tell us your basis for excluding the entire value of the Wella
investment from financial net debt.  In this regard, we note your disclosure on page 50 of
the fiscal year 2023 Form 10-K that you intended to use only a portion of the net proceeds
from the intended sale of a 3.6% stake in Wella to pay down the outstanding principal
balance of your revolving credit facility.
            In closing, 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.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
July 22, 2021
Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, NY 10118
Re:COTY INC.
Form 10-K for the Fiscal Year-Ended June 30, 2020
Form 8-K Filed February 9, 2020
File No: 1-35964
Dear Mr. Mercier:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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FOIA CONFIDENTIAL TREATMENT REQUESTED BY COTY INC. UNDER RULE 83

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND SUBMITTED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS PURSUANT TO 17 C.F.R. § 200.83, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “***” IN THE LETTER FILED VIA EDGAR.

The entity requesting confidential treatment is:

Coty Inc.

350 Fifth Avenue

New York, New York 10118

Attn: Laurent Mercier

July 9, 2021

By EDGAR, “CORRESP” Designation, and Secure Portal Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C.  20549-7010

Attn:    Terence O’Brien

            Tracey McKoy

            Jeanne Baker

Re:   Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2020

File No: 1-35964

Ladies and Gentlemen:

On behalf of Coty Inc. (the “Company” or “we”), this letter responds to your letter, dated April 23, 2021, (“Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2020, filed on August 27, 2020.  As previously discussed with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), in lieu of responding to each of the comments in the Comment Letter, the Company is instead providing certain requested information regarding its current reportable segments and prospective reportable segments.

The Company respectfully requests confidential treatment for the redacted information in this letter pursuant to Rule 83 promulgated by the Commission, 17 CFR §200.83. This letter omits confidential information included in an unredacted version of this letter, which was submitted to the Staff of the Commission. Asterisks (***) denote the omission of the confidential information from the text of this version of such letter. The Company requests that the redacted information be treated as confidential for reasons of business confidentiality, and that the

FOIA CONFIDENTIAL TREATMENT REQUESTED BY COTY INC. UNDER RULE 83

Commission provide timely notice to Kristin Blazewicz, Chief Legal Officer of Coty Inc., 350 Fifth Avenue, New York, New York 10118 before it permits disclosure of such information.

•As disclosed in our quarterly report on Form 10-Q for the period ended March 31, 2021, as our new CEO finalizes her organization structure and how she will assess performance, we have concurrently evaluated the potential impact to our segment reporting under Topic 280 of the FASB Accounting Standards Codification. Based on this evaluation we have determined that it is appropriate to realign our reportable segments from the current regional structure to a principally product category-based structure -- comprised of a prestige business segment and a consumer beauty business segment.

•We have informed our Audit and Finance Committee of the Board of Directors of the outcome of management’s evaluation and proposed change to the reportable segments, and they have concurred with management’s recommendations.

•We are in the process of making corresponding changes, as needed, to our management structure and operating responsibilities as well as to our information systems to enable appropriate internal and external financial reporting reflecting such newly identified segments by the first quarter of our fiscal year 2022.

•***

If you have any questions regarding the above, please do not hesitate to call me at +31202999088.

Very truly yours,

/s/ Laurent Mercier

___________________________

Laurent Mercier

2

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Coty Inc.

350 Fifth Avenue

New York, New York 10118

Attn: Laurent Mercier

April 27, 2021

By EDGAR “CORRESP” Designation

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C.  20549-7010

Attn:    Terence O’Brien

            Tracey McKoy

            Jeanne Baker

Re:   Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2020

Form 8-K Filed February 9, 2021

File No: 1-35964

Ladies and Gentlemen:

On behalf of Coty Inc. (the “Company”), this letter responds to your letter, dated April 23, 2021, (“April Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2020, filed on August 27, 2020 and Form 8-K, filed on February 9, 2021. As discussed with the Staff, the Company requests additional time to respond to the April Comment Letter and will respond by May 28, 2021.

If you have any questions regarding the above, please do not hesitate to call me at +1-347-291-5093.

Very truly yours,

/s/ Kristin Blazewicz

___________________________

Kristin Blazewicz

Chief Legal Officer, General Counsel and Secretary

United States securities and exchange commission logo
April 23, 2021
Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, NY 10118
Re:COTY INC.
Form 10-K for the Fiscal Year-Ended June 30, 2020
Form 8-K Filed February 9, 2020
File No: 1-35964
Dear Mr. Mercier:
            We have reviewed your March 29, 2021, response to our comment letter 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 business days by providing the requested
information or advise 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.  Unless we note otherwise, our references to prior comments are to comments in our
March 16, 2021, letter.
Form 10-K for the Fiscal Year Ended June 30, 2020
Note 5. Segment Reporting, page F-20
1.We note your response to comment 3 from our letter dated March 16, 2021.  Please
address the following:
•Provide us with additional details about your management structure and how your
company is organized.  Briefly explain the nature of the organizational and
management changes that accompanied the change in your segment reporting.  Please
provide an organization chart that captures the CEO and Chief Commercial Officer’s
(CCO) direct reports to facilitate your explanations.  Ensure you identify which of
your two CCOs is your segment manager;
•Describe the roles and responsibilities of your CEO, your CCO, and other individuals
reporting directly to your CEO;

 FirstName LastNameLaurent  Mercier
 Comapany NameCOTY INC.
 April 23, 2021 Page 2
 FirstName LastName
Laurent  Mercier
COTY INC.
April 23, 2021
Page 2
•Describe the key operating decisions, who makes these decisions, how performance
is assessed and how resources are allocated within your business;
•Explain how you determined that your CEO is your CODM.  In this regard, we note
from your response that your CCO is a single segment manager for your three
operating segments who reports to the CODM with responsibility for operating
activities, financial results, forecasts, and plans for the segments.  With reference to
ASC 280-10-50-5, please explain why your CCO is not your CODM or part of the
CODM function.  In your response, please compare and contrast the roles and
responsibilities of your CEO and CCO, and identify and briefly describe the roles and
responsibilities of other individuals reporting directly to your CCO;
•Tell us how often the CEO meets with her direct reports, what is typically discussed
in those meetings, the financial information the CEO reviews in conjunction with
those meetings, and identify other participants at those meetings;
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed and individuals that participate at each step, and
the level at which the CEO makes changes to the budget; and
•Describe the basis for determining compensation for each individual that reports to
the CEO.

            You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or, Jeanne Baker,
Staff Accountant, at (202) 551-3691 or, Terence O'Brien, Accounting Branch Chief, at (202)
551-3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Coty Inc.

350 Fifth Avenue

New York, New York 10118

Attn: Laurent Mercier

March 29, 2021

By EDGAR “CORRESP” Designation

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C.  20549-7010

Attn:     Terence O’Brien

            Tracey McKoy

            Jeanne Baker

Re:   Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2020

Form 8-K Filed February 9, 2021

File No: 1-35964

Ladies and Gentlemen:

On behalf of Coty Inc. (the “Company”), this letter responds to your letter, dated March 16, 2021, (“Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2020, filed on August 27, 2020 and Form 8-K, filed on February 9, 2021.  Each of your comments is set forth below, followed by the corresponding response.  For ease of reference, the headings and paragraphs below correspond to the headings and comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type.

Item 2.02 Form 8-K Filed February 9, 2021

Exhibit 99.1, page 3

We note that Total Coty reflects the "current full scope of Coty’s revenues and costs". This presentation appears to result in the combination of your continued operations and Wella discontinued operations. Please address how you concluded that the resulting measures do not substitute individually tailored recognition and measurement methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP C&DIs. In addition, tell us what *** footnote to your Supplemental Schedules Including Non-GAAP Financial Measures table on page 14 refers to.

We respectfully note for the Staff that in the 10-K filing for year ended June 30, 2020, as a result of the Wella Transaction and in accordance with U.S. GAAP, the Company began presenting the results of the Wella Business as discontinued operations. The presentation of discontinued operations for the Wella Business continued through the quarters ended September 30, 2020 (“Q1 FY21”) and December 31, 2020 (“Q2 FY21”). Concurrent with this presentation of discontinued operations, and for the purpose of providing additional supplemental comparative financial information to investors and other stakeholders, the Company presented in its quarterly exhibits to the Form 8-K (”Earnings Release”) certain combined information related to continuing and discontinued operations of the Company (“Total Coty”).  The presentation of this information was contemplated as a temporary measure to enable users to understand the results of the Company excluding the effects of the divestiture of Wella on the Company, and was not intended as a long-term ongoing metric.  As the components to these measures were calculated in accordance with GAAP, we do not believe that these measures substitute individually tailored recognition and measurement methods for those of GAAP.

Due to the finalization of the sale of Wella in Q2 FY21, we had eliminated the presentation of revenues and costs under the “Total Coty” heading for the Earnings Release filed February 9, 2021.  The remaining financial results under the heading of “Total Coty” reflect measurements that are consistent with the discontinued operations guidance in ASC 205-20 for net income and EPS. Additionally, we disclosed our non-GAAP measures that are derived from net income and EPS.  In this regard, our statement on page 3 of the Earnings Release for Q2 FY21 regarding the “current full scope of revenues and costs” should have been amended to exclude any mention of these items.  Further, the “***” footnote to our Supplemental Schedules Including Non-GAAP Financial Measures table on page 14 of this filing was an inadvertent but immaterial inclusion to the table.

Form 10-K for the Fiscal Year Ended June 30, 2020 Cost of Sales, page 37

Please quantify the impact of each factor you identify as contributing to the changes in

your cost of sales year to year. This will provide a better understanding of the extent to which these factors impacted your gross margin trends. Please refer to Item 303(a)(3) of Regulation S-K and SEC Release No. 34-48960 for further guidance.

2

We have considered the Staff’s comment and will prospectively enhance our disclosure beginning with our Form 10-Q for the period ending March 31, 2021.  The following disclosure from the Form 10-K for the year ended June 30, 2020 has been updated to include the quantification of the factors contributing to changes in cost of sales  and to illustrate the format of how we propose to enhance our future disclosures, with the changes noted in red. Please note that these enhancements will apply to all periods presented.

COST OF SALES

In fiscal 2020, cost of sales decreased 20%, or $507.3, to $1,991.2 from $2,498.5 in fiscal 2019. Cost of sales as a percentage of net revenues increased to 42.2% in fiscal 2020 from 39.7% in fiscal 2019 resulting in a gross margin percentage decrease of approximately 250 basis points primarily reflecting COVID-19 reduced sales volume impact which negatively impacted the gross margin trends during the pre-COVID-19 period, as follows:

(i) Approximately 110 basis points related to increased excess and obsolescence expense on inventory;

(ii) Approximately 60 basis points related to incremental expense of underutilized facilities costs; and

(iii) Approximately 50 basis points related to increased designer license fees due to an unfavorable mix of prestige brands with higher minimum royalty rates.

These negative impacts were partially offset by approximately 20 basis points of increased gross margin due to sales price increases in Brazil in the current period, compared to lower base due to negative mix impact associated with lower-margin body care products in the prior period.

Management’s Discussion and Analysis Liquidity, page 57

We note within your financial statements, you elected to not separately disclose the cash flows related to your Wella Business. Please tell us what consideration you gave to describing the cash flows from operating and investing activities associated with this business separately from your continuing operations. In addition, specifically address whether your liquidity is likely to be materially affected by the absence of cash flows (or negative cash flows) associated with your Wella Business.

In preparing our Form 10-Q for the period ended December 31, 2020, management concluded that the impact of the sale would not materially change the future cash flows as the loss of cash flow generated by the disposal of the Wella operations will be offset by the reduction in our debt service and fixed costs as we exit our service obligations under the TSA.

We have considered the Staff’s comment and will prospectively enhance our liquidity disclosure beginning with our Form 10-Q for the period ending March 31, 2021.  The following extract of our liquidity disclosure from our Form 10-Q for the period ended December 31, 2020 has been updated to illustrate the proposed changes (marked in red).

LIQUIDITY AND CAPITAL RESOURCES

Overview

…

As part of the transaction, Coty received cash proceeds of $2,451.7 and retained a 40% stake in the business. Immediately after closing, Wella drew down on their third-party debt for

3

$1,282.4 and used $448.0 of such funds to make a distribution to the Company, which the Company has accounted for as a return of capital. Coty utilized $2,015.5 of the net proceeds to pay down its Term Loans A and B on a pro rata basis and reserved $500.0 for reinvestment in the business. As a result of the prepayments, the outstanding balances of Term Loans A and B were reduced by $1,135.7 and $879.8, respectively.

During the six months ended December 31, 2020, the Company had Consolidated net cash provided by operating activities of $472.7. Management estimates the impact of excluding the Wella Business on a go forward basis, excluding temporary impacts from the Wella TSA, would be a reduction of 45% in Consolidated net cash provided by operating activities.  The decrease in such cash flows are expected to be partially offset by cost reductions as we exit our service obligations under the TSA. The impact on Cash flows from investing activities would be roughly 10% decrease in the outflows for capital expenditures related to the Wella Business. During the second quarter of 2021, the Company’s total debt decreased from $8,400.2 to $5,391.7, a decrease of roughly 36%, principally due to the Sale of the Wella Business. Accordingly, we note that the estimated decrease in our net consolidated cash flows from the exclusion of the Wella Business, inclusive of the reduction in capital expenditures, are slightly higher than the decrease in our debt service obligation for this period. We do not expect a material adverse impact on our future cash flows from the Sale of the Wella Business.

Financial Statements

Note 5. Segment Reporting, page F-20

We note that in connection with its Turnaround Plan, the Company's CODM changed the reporting structure used to allocate resources from the previous category focused organizational structure to a structure based on regional commercial business units. We note however, that your senior management appears to have a products-based focus surrounding your Luxury and Consumer Products businesses. We also note that your earnings calls and associated slide presentations appear to be provide discussions surrounding products and sales channels in addition to your regional commercial business units. As such, please tell us what consideration you have given to the guidance in ASC 280-10-50-6 and 280-10-9 as to whether your management structure is a matrix form of organization. Please tell us if your operating decision maker regularly reviews your Luxury and Consumer Products businesses or other products-based results in addition to your regional results. If so, please provide the nature of the products-based results he reviews and address the need to present operating segments on a products basis.

The Company does not operate or report as a matrix organization as contemplated in ASC 280-10-50-6 and 50-9. The Company has regional segments and a single segment manager responsible for geographic regions only and does not have product segments or segment managers overseeing the product categories.

The Company businesses are organized into three regions Europe, Middle East & Africa (“EMEA”), Americas, and Asia Pacific (“APAC”) with one Chief Commercial Officer designated as a single segment manager for the three operating segments. The segment manager reports to the Chief Operating Decision Maker (“CODM”) with responsibility for operating activities, financial results, forecasts, and plans for the segments.

4

The CODM receives consolidated operating results, operating results of each of our segments and certain revenue information by brand or Consumer and Luxury channels. The CODM does not receive or review the operating results for the Consumer and Luxury channels. Financial information that allows the CODM to make decisions related to the allocation of resources and investments including in capital expenditures is only prepared on a geographical basis (and not on a product or category basis), which supports our determination that we only have geographical operating segments.

Our CODM receives net revenue data by brand or product category (grouping of brands) as well as sell-through data for Luxury and Consumer product sales channels in the monthly and quarterly information to understand the revenue performance and key market sales trends. Revenue, when viewed by itself and together with sell-through data, is not enough for the CODM to make decisions about resources to be allocated and is not a measure of profit or loss. The CODM reviews financial performance based on the following key metrics: net revenue, adjusted operating income by segment, gross margin at the segment level and consolidated free cash flow. Decisions regarding the allocation of resources are driven by the performance of the three regions.

The same data is provided to our Board of Directors (“Board”) on a quarterly basis. No other disaggregated data outside of the segments or other discrete information is reviewed by the Board that isn’t included in the information as described above.

If you have any questions regarding the above, please do not hesitate to call me at +31202999088.

Very truly yours,

/s/ Laurent Mercier

___________________________

Laurent Mercier

5

United States securities and exchange commission logo
March 16, 2021
Laurent Mercier
Chief Financial Officer
COTY INC.
350 Fifth Avenue
New York, NY 10118
Re:COTY INC.
Form 10-K for the Fiscal Year-Ended June 30, 2020
Form 8-K Filed February 9, 2020
File No: 1-35964
Dear Mr. Mercier:
            We have limited our review of your filing to the financial statements and related
disclosures 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 business days by providing the requested
information or advise 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.
Item 2.02 Form 8-K Filed February 9, 2021
Exhibit 99.1, page 3
1.We note that Total Coty reflects the "current full scope of Coty’s revenues and costs".
This presentation  appears to result in the combination of your continued operations and
Wella discontinued operations.  Please address how you concluded that
the resulting measures do not substitute individually tailored recognition and measurement
methods for those of GAAP.  Refer to Question 100.04 of the Non-GAAP C&DIs.  In
addition, tell us what *** footnote to your Supplemental Schedules Including Non-GAAP
Financial Measures table on page 14 refers to.
Form 10-K for the Fiscal Year Ended June 30, 2020
Cost of Sales, page 37
2.Please quantify the impact of each factor you identify as contributing to the changes in

 FirstName LastNameLaurent  Mercier
 Comapany NameCOTY INC.
 March 16, 2021 Page 2
 FirstName LastNameLaurent  Mercier
COTY INC.
March 16, 2021
Page 2
your cost of sales year to year.  This will provide a better understanding of the extent to
which these factors impacted your gross margin trends.  Please refer to Item 303(a)(3) of
Regulation S-K and SEC Release No. 34-48960 for further guidance.

Managment's Discussion and Analysis
Liquidity, page 57
3.We note within your financial statements, you elected to not separately disclose the cash
flows related to your Wella Business. Please tell us what consideration you gave to
describing the cash flows from operating and investing activities associated with this
business separately from your continuing operations. In addition, specifically address
whether your liquidity is likely to be materially affected by the absence of cash flows (or
negative cash flows) associated with your Wella Business.
Financial Statements
Note 5. Segment Reporting, page F-20
4.We note that in connection with its Turnaround Plan, the Company's CODM changed the
reporting structure used to allocate resources from the previous category focused
organizational structure to a structure based on regional commercial business units.  We
note however, that your senior management appears to have a products-based focus
surrounding your Luxury and Consumer Products businesses.  We also note that your
earnings calls and associated slide presentations appear to be provide discussions
surrounding products and sales channels in addition to your regional commercial business
units.  As such, please tell us what consideration you have given to the guidance in ASC
280-10-50-6 and 280-10-9 as to whether your management structure is a matrix form of
organization.  Please tell us if your operating decision maker regularly reviews  your
Luxury and Consumer Products businesses or other products-based results in addition to
your regional results.  If so, please provide the nature of the products-based results he
reviews and address the need to present operating segments on a products basis.
            In closing, 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 Tracey McKoy, Staff Accountant, at (202) 551-3772 or, Jeanne Baker,
Staff Accountant, at (202) 551-3691 or, Terence O'Brien, Accounting Branch Chief,  at (202)
551-3355 with any questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameLaurent  Mercier
 Comapany NameCOTY INC.
 March 16, 2021 Page 3
 FirstName LastName
Laurent  Mercier
COTY INC.
March 16, 2021
Page 3
Office of Life Sciences

February 20, 2019

Via E -mail
Paul T. S chnell , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

Re: Coty Inc.
Schedule TO -T
Filed February 13, 2019  by Cottage H oldco B.V.  et. al
File No. 5-87529

Dear M r. Schnell :

We have review ed the above filing and have the following comments.  Some of our
comments may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing or providing the requested
information.   If you do not believe our comments apply to the filing persons’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to these comments, we may have additional comments.  A ll defined terms used in this letter have
the same meaning as i n the Offer to Purchase, unless otherwise indicated.

Schedule TO

1. Given that the tender offer seeks to buy less than all of the outstanding Shares  and
Purchaser is not subject to the periodic reporting requirements under the Securities
Exchange Act of 1934 and rules thereunder, the safe harbor codified at Instruction 2 to
Item 10 of Schedule TO is unavailable.   Please provide  us with a legal analysis that
explains the basis for the position that the financial condition of the bidder is immaterial
to a shareholder’s decision whether or not to participate in the tender offer.   In providing
such response, please address the fact that if the offer is fully subscribed, Parent will
increase its ownership from 40% to 60% .  Alternatively, please revise to disclose the
information required by Item 10 of Schedule TO .

Paul T. S chnell , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
February 20, 2019
Page 2

 Offer to Purchase

2. Disclosure on page  2 indicates  that Parent currently owns approximately 40% of the
issued and outstanding Shares  and if the offer is fully subscribed, Purchaser and Parent
would together own approximately 60% of the issued and outstanding Shares.   Please
provide us with the legal analysis upon which the bidder  relied upon to conclude that  the
disclosure requirements under Rule 13e -3 were inapplicable.  Please also ad dress whether
or not this tender offer constitutes the first  step in a series of transactions that ultimately
could produce one of the two specified going private effects .

While we note disclosure on page 5 indicating that the terms of the committed financing
will restrict the ability of Purchase r to acquire more than 75% if the outstanding shares,
address in the response  to this comment  (i) whether such restriction applies to any and all
affiliates of the Purchaser, including Parent, and (ii) the effect on Parent ’s ability to seek
a revision to such provision , cause the prepayment of  such financing , etc. if Parent
become s owner of great er than 50% of the Shares issued and outstanding  following
consummation of the tender offer .

Certain Effects of the Offer, page 16

3. With a view to disclosure, please  advise what consideration the Purchaser and Parent
gave to providing any additional disclosure regarding the effects that may result
following Parent becoming owner of great er than 50% of the Shares issued outstanding
following consummation of the tender offer .  For example, would  Parent be in a position
to change the composition of the Board , replace executive officers, etc.?   Does Parent
have any plans to do so ?  Refer to Item 6 of S chedule TO and Item 1006 (c) of R egulation
M-A.

Source and Amount of F unds, page 21

4. We not e that as of the filing of the Schedule TO, the documentation governing the Debt
Financing had not been finalized and that , accordingly, the actual terms of the Debt
Financing may differ fro m those described in the Offer to Purchase.  Please disclose the
term of the credit facilities , to the extent known .  Refer to Item 7 of Schedule TO and
Item 1007(d) of Regulation M -A.  Please also confirm there have been no material
changes  to the disclosure contained in this section.

Conditions of the Offer, page 24

5. A tender offer may be conditioned on a variety of events and circumstances, provided
that they are not within the direct or indirect control of the bidder.  The conditions als o
must be drafted with sufficient specificity to allow for objective verification that the
conditions have been satisfied.  The disclosure in condition (i) of this section  includes the
language that “ there shall have been …threatened any litigation, suit, claim …”  With a

Paul T. S chnell , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
February 20, 2019
Page 3

 view towards disclosure, please advise what is meant by the term “threatened ” litigation ,
investigation , etc. and how it may be objectively determinable.

6. We note that condition (viii) of this section along with clauses ( E), (F) and (G) of
condition (i) are qualified  by materiality and/or reasonableness standards.  With a view
towards disclosure, please advise what consideration the Purchaser and Parent gave to
including a similar standard  in the remaining conditions , e.g. (i)(A) (“make more
costly ”), (B) (“dispose …any portion ”) and (C)  (“any…other requirement ”), (ii) a nd (v)
(“sale of any shares ”).

7. Disclosure on page 25 indicates that Purchase may terminate the Offer if there occurs
“any material adverse change in the market price in the Shares. ”  Given the c ondition
immediately preceding this condition  that quantifies a decline in either the Dow Jones
Industrial Average, or the S&P Index of 500 Industrial Companies or the NASDAQ -100
Index by an amount in excess of 15% measured from the close of business at the time of
the announcement of the O ffer, please advise what cons ideration the Purchaser gave to
disclosing to holders a similar quantification with respect to the stock price of the
Company .

*    *    *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of ac tion by the staff.

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

Mail Stop 4631

January 24 , 2018

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, 2017
Filed August 23, 2017
File No. 1 -35964

Dear Mr. de Talhouët :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

  Sincerely,

/s/ John Cash

        John Cash
Accounting Branch Chief
        Office of Manufacturing and
Construction

CORRESP
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CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

November 17, 2017

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS PURSUANT TO 17 C.F.R. § 200.83, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” IN THE LETTER FILED VIA EDGAR.

By EDGAR and Hand Delivery, “CORRESP” Designation

Mr. John Cash

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:

Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2017

Filed August 23, 2017

File No. 1-35964

Dear Mr. Cash:

On behalf of Coty Inc. (the “Company”), this letter responds to your letter, dated September 27, 2017 (“Comment Letter”) regarding the above-referenced Form 10-K for the Fiscal Year Ended June 30, 2017 (“fiscal 2017”) filed on August 23, 2017.  Each of your comments is set forth below, followed by the corresponding response.  For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

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 are identified; and

CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 17, 2017

Page 2

 Response:

In fiscal 2017, the Company incurred acquisition-related costs of $355.4 million, of which approximately $329 million or 93% related to third-party costs and approximately $26 million or 7% related to internal costs.

The Company entered into the Transition Services Agreement, effective as of October 1, 2016 (the “TSA”) under which Procter & Gamble (“P&G”) provided specified support services and other assistance through September 1, 2017.

External costs relate to fees paid for the execution of the TSA to P&G, consulting expenses to convert data provided by P&G to a form compatible with Coty’s systems, in addition to, consulting costs incurred to exit the TSA. The consulting costs incurred to exit the TSA relate to the Company’s enablement of the TSA functions.  The external costs will run off as we exit the TSA. These costs do not include incremental costs for increasing the Coty IT infrastructure which are included in selling, general and administrative expenses.

Internal costs include employee compensation and benefits, for employees who were fully-dedicated to assisting with TSA execution and exiting TSA services and post-merger onboarding activities.  These costs were identified in our financial reporting system using unique project management cost center codes.

The Company has provided additional disclosure as to the type of costs in its Form 10-Q for the period ended September 30, 2017.

·

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

Response:

As noted above, the Company entered into a TSA with P&G effective October 1, 2016.  The services started at the close of the transaction on October 1, 2016 and continued through the end of the respective TSA period in each of our three regions for the following periods: (i) North America through May 1, 2017 (ii) Europe through July 1, 2017 and (iii) ALMEA (Asia, Latin America, the Middle East, Africa and Australia) through September 1, 2017, and therefore, significant costs continued to be incurred during the quarter ended June 30, 2017.

The approximate $80 million in acquisition-related costs for the P&G Beauty Business acquisition incurred during the quarter ended June 30, 2017 include external and internal fees associated with the TSA period, as described above.

CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 17, 2017

Page 3

In the three months ended September 30, 2017, we incurred acquisition-related costs of $54.1, included in the Condensed Consolidated Statements of Operations in our Form 10-Q.

We may incur an insignificant amount of additional acquisition-related costs during the remainder of fiscal 2018 for potential post TSA functions, as the Company works to ensure that all business systems and processes are fully enabled internally without third party support services.

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 capital.” 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 capital actually declined during fiscal 2017 such that you have a working capital deficit as of the most recent balance sheet date.

Response:

The movements reported in the statement of cash flows during fiscal 2017 incorporate the changes in the assets and liabilities of the P&G Beauty Business subsequent to the acquisition date.  After we assumed management of the P&G Beauty Business, we gained better visibility into the operating cash needs of the business and noted an increase in working capital requirements of the brands purchased from P&G. The increase in accounts payable during fiscal 2017 were primarily due to implementing significantly longer Coty payment terms to the vendors associated with the P&G Beauty Business, as compared to the prior P&G payment terms.  The increase in accrued expenses and other current liabilities during fiscal 2017 resulted primarily from the establishment of the restructuring accrual for the Global Integration Activities along with incrementally larger accruals (e.g., accruals for advertising and marketing expenditures, for customer rebates and for compensation and other related employee benefits) resulting from the larger combined business subsequent to the acquisition of the P&G Beauty Business.

We acknowledge the Staff’s comment and respectfully submit that our disclosure indicating “an improvement in working capital” was meant to indicate an improvement in the generation of operating cash flows during fiscal 2017.

We propose to update our disclosure, as applicable, beginning with our Form 10-Q for the quarter ended December 31, 2017.  For the Staff’s reference, below is the updated disclosure marked to show changes against the disclosure in our Form 10-K for the fiscal year ended June 30, 2017 (data as of June 30, 2017):

CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 17, 2017

Page 4

“Net cash provided by operating activities was $757.5, $501.4 and $526.3 for fiscal 2017, 2016 and 2015, respectively. The increase in operating cash inflows in fiscal 2017 compared with fiscal 2016 was $256.1. This increase is primarily due to an increase of $687.0 resulting from the change in operating assets and liabilities acquired in the P&G Beauty Business acquisition during the post-acquisition period, coupled with an improvement changes in working capital due to timing of invoices. The increase in accounts payable during fiscal 2017 was primarily due to implementing significantly longer Coty payment terms to the vendors associated with the P&G Beauty Business, as compared to the prior P&G payment terms.  The increase in accrued expenses and other current liabilities during fiscal 2017 resulted primarily from the establishment of the restructuring accrual for the Global Integration Activities along with incrementally larger accruals (e.g., accruals for advertising and marketing expenditures, for customer rebates and for compensation and other related employee benefits) resulting from the larger combined business subsequent to the acquisition of the P&G Beauty Business.  In addition, the increase also included a change of $323.1 for depreciation and amortization as a result of the new acquisitions. This is offset by a decrease in deferred income tax of $250.8 primarily due to a release of valuation allowance as a result of the P&G Beauty Business acquisition and a decrease of $577.7 in Net income (loss).”

Critical Accounting Policies, page 53

3.

In order for investors to more fully understand and better assess goodwill and intangible 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;

Response:

The most significant assumptions the Company used to determine the fair values of our reporting units as of our May 1 annual impairment testing date were:

·

Revenue growth rates

·

Perpetual growth rates

·

Discount rate

A summary of significant assumptions used to determine the fair values of our reporting units is as follows:

Significant Assumptions

Revenue growth rates for fiscal 2018-2022 that range between

[***]% - [***]%

Perpetual growth rates that range between

1.5% - 2.5%

Discount rate

7.75%

CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 17, 2017

Page 5

·

We note that for each reporting unit the day one carrying values of recent acquisitions represented more than 70% of the reporting unit’s carrying value as of the annual impairment test date. Since fair value approximates carrying value of the acquired entity on the acquisition date and the period between the impairment test and the acquisition was short, the percentage of the excess of fair value over carrying value of the reporting unit was negatively impacted by the recent acquisitions.

The methods we used to determine relative fair values were a 60/40 combination of the values from the income approach and the market approach for each reporting unit.

The basis for the significant assumptions noted above is as follows:

o

Revenue growth rates:

§

The historical performance of the brands included in the reporting unit is a key consideration when preparing our revenue projections.  We also consider the following: where our brands are in their life cycles; the planned level of innovation to support our brands; the planned nature, amount and timing of the advertising to support our brands; the impact of retailers’ decisions such as shelf space on our brands; and the expected impact of our competitor’s actions on our brands.

§

We believe the following underlying causes of the fiscal 2017 organic revenue decline for our brands (both legacy Coty and P&G Beauty Business) are temporary: the distraction caused by the merger; deliberately executing less innovation due to the merger; and the impact of significantly higher than expected trade inventory prior to the closing of the merger, which adversely affects revenues in fiscal 2017. However, there were other declines in organic revenue, which we believe will take a longer time to reverse such as declines affected by negative market trends in mass fragrance and retail nail categories and the loss of shelf space. Additionally, we considered the major launches for Gucci Bloom and Tiffany & Co fragrances as well as the major relaunches of Cover Girl, Max Factor and Clairol planned for fiscal 2018. Based on such considerations, we concluded that the Luxury and Professional Beauty reporting units’ net revenue would return to growth in the short term. For Consumer Beauty reporting unit, we phased in the return to revenue growth over a longer period.

§

After considering such factors from a bottom up perspective, we considered the overall reasonability of the forecasted revenue projection to reach our best estimate of the forecasted revenue growth for the reporting units.

§

In our first quarter of fiscal 2018, the performance of our reporting units has been substantially in line with our projections used for the fiscal 2017 annual impairment test.  Additionally, we have had successful launches for Gucci Bloom and Tiffany & Co fragrances as discussed in our Form 10-Q for the period ended September 30, 2017.

o

Perpetual growth rates are dependent on the portfolio of brands within each

CONFIDENTIAL TREATMENT REQUESTED BY COTY INC.

 PURSUANT TO 17 C.F.R. § 200.83

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 17, 2017

Page 6

reporting unit, the stage of the brands within their lifecycles, the overall long-term market forecasts for the market categories as well as historical performance of the reporting units.

o

The discount rate was based on a market-based weighted average cost of capital.

o

For the market approach, we used comparable market multiples for the industry category.

·

Our significant assumptions for our material indefinite-lived trademarks impairment tests were determined using the same considerations noted above for the goodwill test at the reporting unit level.  Such significant assumptions are as follows:

o

Revenue growth rates: We used annual revenue growth rates that ranged from [***]% to [***]% for the period from fiscal 2018 to fiscal 2022.

o

Perpetual growth rates: We used perpetual growth assumptions that averaged 2.4%.

o

Discount rate: We used a discount rate of 8.5%. The discount rate was based on a market-based weighted average cost of capital and the higher level of inherent risk related to trademarks.

We respectfully acknowledge the Staff’s comment and propose to update our disclosure of our critical accounting policies for goodwill and indefinite lived intangible assets prospectively beginning with our Form 10-Q for the quarter ended December 31, 2017, by enhancing our sensitivity disclosures of the assumptions used for the reporting unit/indefinite lived intangibles that did not have a substantial excess of carrying value. For the Staff’s reference, below is the updated disclosure marked to show changes against the disclosure in our Form 10-K for the fiscal year en

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

Mail Stop 4631
October 31 , 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 completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

Office of Manufacturing and
Construction

CORRESP
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CORRESP

 October 11, 2016

Ms. Melissa Rocha

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Coty Inc.

 Form 8-K Filed August 16, 2016

File No. 1-35964

 Dear Ms. Rocha,

On behalf of Coty Inc. (the “Company”), this letter responds to your letter, dated September 27, 2016 (“Comment
Letter”) regarding the above-referenced Form 8-K filed on August 16, 2016. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the numbered paragraphs below correspond to the numbered
comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”) from the Comment Letter appearing in bold type.

1.
We note that you are excluding restructuring charges and business structure realignment costs in the calculation of your non-GAAP performance measures. Please explain to us why these are not normal, recurring, cash
operating expenses necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

 The Company has reviewed the
guidance under Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and believes that the adjustment for restructuring charges and business structure realignment costs is not normal and
recurring as contemplated in the foregoing interpretations. These costs are related to acquisitions and organizational redesign programs. Following certain acquisitions, the Company initiates restructuring programs in connection with the integration
of the acquired businesses to eliminate duplicative positions and redundant costs. As each acquisition has unique facts and circumstances, the extent and timing of any related restructuring programs will vary based on the nature, size and type of
business acquired.

 Restructuring charges and business structure realignment costs are primarily related to permanent reductions in
acquired workforce, termination of third party contracts, other exit costs and related charges as a result of business acquisitions and organizational redesign programs, which are reflected in the historical results for a relatively short period of
time. These costs vary in size and frequency and create significant volatility in the historical results. By excluding these costs, supplemental information is provided for investors to analyze the operating performance of

the Company’s results. For example, costs associated with restructuring programs, on a quarterly basis, were $67.0 million, $16.2 million, $15.3 million, and $11.2 million in fiscal 2016 and
$41.3 million, $15.1 million, $7.7 million and $27.3 million in fiscal 2015. These costs are not used for an assessment of the long-term performance of the business or the sustainability of its results. Most importantly, the elimination of these
costs does not result in a reduction of operating expenses necessary to conduct the business. As such, the Company believes that the exclusion of the restructuring charges and business structure realignment costs provides supplemental information
that enables the Company’s management and investors to analyze and compare the Company’s operating performance from period to period.

In accordance with the Staff’s comment, in the next press release, the Company will enhance disclosures related to the adjustment of
Restructuring and other business realignment costs in the Non-GAAP Financial Measures section which read as follows: “The nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the
referenced expenses from the Company’s non-GAAP financial measures, management is able to further evaluate the Company’s ability to utilize existing assets and estimate their long-term value. Furthermore, management believes that the
adjustment of these items supplement the GAAP information with an additional measure that can be used to assess the sustainability of the Company’s operating performance.”

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.

 Response:

In accordance with the Staff’s comment, in the Company’s future filings, the Company will provide disclosure explaining how the tax
effect of the non-GAAP adjustments to Net income are determined in accordance with the guidance under Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. The disclosure will read as follows:
“The tax effects of each of the items included in Adjusted net income are calculated in a manner that results in a corresponding income tax expense/provision for Adjusted net income. In preparing the calculation, each adjustment to Net income
is first analyzed to determine if the adjustment has an income tax consequence. The “Change in tax provision due to adjustments to reported net income attributable to Coty Inc.” is then calculated based on the jurisdiction in which the
adjusted items are received or incurred, multiplied by the respective statutory tax rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.”

*****

 2

Very truly yours,

 /s/ Patrice de Talhouët

Patrice de Talhouët

 Enclosure:

cc:
Jules P. Kaufman

 Coty Inc.

Nina V. Ayer

 Coty Inc.

 3

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

CORRESP
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CORRESP

 August 30, 2016

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C.
20549-0405

Re:
Request for Acceleration

Coty Inc.

Registration Statement on Form S-4

Initially Filed April 22, 2016

File No. 333-210856

 Coty Inc. (the “Company”) respectfully requests under Rule
461(a) of the Securities Act of 1933, as amended (the “Securities Act”), that the effective date of the above-referenced Registration Statement under the Securities Act be accelerated to 9:00 a.m. Eastern time on September 1, 2016, or
as soon thereafter as possible.

 The Company hereby confirms that it is aware of its obligations under the Securities Act and the
Securities Exchange Act of 1934, as amended, with respect to the registration of securities specified in the above-referenced Registration Statement. Further, the Company acknowledges that in connection with the Registration Statement:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

•

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

 [Signature Page Follows]

Very truly yours,

COTY INC.

By:

 /s/ Jules P. Kaufman

Name:

Jules P. Kaufman

Title:

Senior Vice President, General Counsel and Secretary

CORRESP
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CORRESP

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

July 20, 2016

 Division of Corporate Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attn: Pam A. Long

Re:
Coty Inc.

 Amendment No. 3 to Registration Statement on Form S-4

Filed July 20, 2016

File No. 333-210856

 Dear Ms. Long:

On behalf of our client, Coty Inc. (the “Company”), we file herewith Amendment No. 3 (“Amendment No. 3”) 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. 2 to the Registration
Statement, filed with the Commission on June 27, 2016.

 The changes reflected in Amendment No. 3 include those made in response to the
comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of July 12, 2016 (the “Comment Letter”). Amendment No. 3 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 in 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. 3. 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. 3.

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

 1

 Response:

The Company acknowledges the Staff’s comment and confirms consistency of disclosure throughout Amendment No. 3 and Amendment No. 3 to the
Registration Statement on Forms S-4 and S-1 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.

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 the fees paid and payable to...” following after the disclosure “a more detailed summary of the opinion of Morgan Stanley [Barclays].”

 Response:

 In response
to the Staff’s comment, the Company revised the disclosure on pages 36 and 37 of Amendment No. 3.

 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 48 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;

Response:

 The Company respectfully
acknowledges the Staff’s comment and in response to the Staff’s comment, the Company revised the disclosure on pages 48 through 50 and 141 through 143 of Amendment No. 3.

•

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

Response:

 The Company respectfully
acknowledges the Staff’s comment and in response to the Staff’s comment, the Company revised the disclosure on pages 48 through 50 and 141 through 143 of Amendment No. 3.

•

it is not clear to us how you define “underlying business results” or “day to day operational performance”.

 2

 Response:

The Company respectfully acknowledges the Staff’s comment and in response to the Staff’s comment, the Company revised the disclosure
on pages 48 through 50 and 141 through 143 of Amendment No. 3.

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;

Response:

 The Company respectfully
acknowledges the Staff’s comment and in response to the Staff’s comment, the Company revised the disclosure on pages 49 through 50 and 142 through 143 of Amendment No. 3.

•

demonstrate to us how the tax effects 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

 Response:

Consistent with the Commission’s Compliance & Disclosure Interpretations (“C&DIs”) guidance for non-GAAP financial
measures (reference to question 102.11) updated on May 17, 2016, the tax effects of each of the items used to derive Adjusted net income are calculated in a manner that results in a corresponding income tax expense/provision for Adjusted net income.
In preparing the calculation, each adjustment to Net income is first analyzed to determine if the adjustment has an income tax consequence. The “Change in tax provision due to adjustments to reported net income attributable to Coty Inc.”
is then calculated based on the jurisdiction in which the adjusted items are received or incurred, multiplied by the respective statutory tax rates and offset by the increase or reversal of any valuation allowances. The adjusted items resulting in
significant fluctuations in the Company’s effective tax rate for each year are as follows:

•

In fiscal year 2015, the effective tax rate was slightly higher due to no tax benefit related to the China Optimization expenses of $19.4 million.

•

In fiscal year 2014, the effective tax rate was significantly lower due to the Asset impairment charges of $316.9 million which did not include any tax benefit in China due to the existence of a valuation allowance
position for TJOY in China.

•

In fiscal year 2013, the effective tax rate was lower due to the non-deductibility of a portion of the Share-based compensation expense adjustment of $120.3 million.

•

due to the fact that you target growth 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.

 3

 Response:

The Company respectfully acknowledges the Staff’s comment and in response to the Staff’s comment, the Company revised the disclosure
on pages 50 through 51 and page 143 of Amendment No. 3.

 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 and
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 circumstances 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.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will discuss the appointment of a permanent Chief
Executive Officer in a subsequent filing.

 In accordance with the Delaware General Corporation Law, the Company’s bylaws provide that
members of the Company’s senior management are elected by the Company’s board of directors and may be removed at any time, with or without cause, by the affirmative vote of a majority of the Company’s board of directors then in
office. Such members of senior management are each party to an employment agreement with the Company that provides for the terms and conditions related to termination with and without cause, among other things, related notice periods, as well as
applicable severance arrangements. Any compensation that would be additional to what is provided for under the employment agreement upon termination must be approved by the Company’s Remuneration and Nomination Committee.

The Company’s directors will be elected at the annual meeting of stockholders of the Company, which is expected to be held in November
2016. As such, the election of directors to the Company’s board of directors is not expected to occur until after the anticipated completion date of the Transactions.

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 expenses you deduct from cost 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
management’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.

 4

 Response:

The Company respectfully acknowledges the Staff’s comment and revised the disclosure on pages 153 through 155 of Amendment No. 3.

On May 12, 2016, Elizabeth Arden, Inc. announced the agreement to acquire the global license for the Christina Aguilera fine fragrance
brand. On July 1, 2016, Dolce & Gabbana and the Shiseido Group announced the signing of a worldwide license agreement for the Dolce & Gabbana fine fragrance business. P&G will transition out of the Christina Aguilera and Dolce
& Gabbana brand licenses upon the effectiveness of the new license agreements, which are expected to occur prior to or concurrent with the expected closing of the Transactions (subject to applicable antitrust authorities’
clearance). Such developments are disclosed in the discussion of Excluded Brands on pages 24 and 106 of Amendment No. 3.

 In light of
the additional clarity on business plans for the Excluded Brands, certain employees of the Excluded Brands may ultimately transfer to the Company in order to staff open roles in the fine fragrance business of the combined company. As such, the
Company revised the adjustments to carve-out the Excluded Brands and the Divested Brands by eliminating adjustment (d) and combining the first two columns on pages 153 and 154 of Amendment No. 3 to reflect the terms and conditions of these
agreements. For all periods presented, the carve-out of the Excluded Brands and the Divested Brands reflects the elimination of the direct revenues and direct expenses of those businesses. The Company further notes that allocated Global
Business Unit and corporate expenses have not been adjusted in the pro forma financial statements.

 The Company’s management believes
that the adjustment for the Excluded Brands and the Divested Brands is factually supportable as the historical financial information reflecting the direct revenues and expenses of the Excluded Brands and the Divested Brands is derived from
P&G’s management reporting systems.

 Exhibits

7.
Please file dated opinions.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will file dated opinions as Exhibits 5.1,
8.1 and 8.2 on the date that it expects the Commission to declare the Registration Statement effective.

 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 distribution 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 investors.

 5

 Response:

The Transaction Agreement requires delivery by special tax counsel to P&G of a “should” opinion, rather than a “will”
opinion, with respect to the above matters because special tax counsel to P&G has determined that there is a lack of binding administrative and judicial authority addressing the qualification of substantially similar transactions under the
Internal Revenue Code provisions identified above. The disclosure on page 88 of Amendment No. 3 informs investors of this lack of binding authority, that the opinion of special tax counsel will not be binding on the IRS or a court and that the
IRS may assert, and a court could determine, that the Distribution and/or the Merger should be treated as taxable transactions. In response to the Staff’s comment, the Company has revised the disclosure on pages 40 and 56 of Amendment No.
3 to note the lack of binding administrative and judicial authority addressing the qualification of substantially similar transactions.

*****

Sincerely,

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

 /s/ Sean C. Doyle

Sean C. Doyle

 Enclosure:

cc:
Jules P. Kaufman

 Coty Inc.

Nina V. Ayer

 Coty Inc.

Paul T. Schnell

 Skadden, Arps,
Slate, Meagher & Flom LLP

 Laura Kaufmann Belkhayat

Skadden, Arps, Slate, Meagher & Flom LLP

Susan S. Whaley

 The Procter
& Gamble Company

 Brad Brasser

Jones Day

 Timothy J. Melton

Jones Day

 6

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

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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

 2

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

 3

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

 4

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.

 5

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

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

CORRESP
1
filename1.htm

CORRESP

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

June 1, 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.

Registration Statement on Form S-4

Filed April 22, 2016

File No. 333-210856

 Dear Ms. Long,

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

 The
changes reflected in Amendment No. 1 include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of May 19, 2016 (the “Comment Letter”). Amendment
No. 1 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 includes 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. 1. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the redlined copy of
Amendment No. 1.

 General

1.
Please be advised that our comments on the Form S-4 filed by Coty, Inc. also pertain to the Form S-4 filed by Galleria Co. Please address our comments in both filings, as applicable.

Response:

 The Company acknowledges the
Staff’s comment and confirms that responses reflected in this letter to the Staff are also reflected, as applicable, in Amendment No. 1 to the Registration Statement on Forms S-1 and S-4 of Galleria Company filed on even date herewith.

2.
Please provide us with copies of all materials prepared by each of the company’s financial advisors, including projections and forecasts, and shared with each respective board of directors and its
representatives. This includes copies of the board books and all transcripts, summaries and video presentation materials.

 Response:

 The presentation materials prepared by Morgan Stanley and Barclays in connection with their respective opinions, dated July 8,
2015, and presented to the Company’s board of directors as summarized under “The Transactions – Opinions of Coty’s Financial Advisors” are being provided under separate cover by counsel for Morgan Stanley and Barclays on a
confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, counsel for Morgan Stanley and Barclays has
requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate letter, counsel for Morgan Stanley and Barclays has also requested confidential treatment of these materials pursuant to the
provisions of 17 C.F.R. § 200.83.

3.
We note that you have yet to file all exhibits. Please file these as soon as practicable and note that we will need time to review the legal and tax opinions once filed.

Response:

 The Company intends to file the
remaining exhibits, including legal and tax opinions, as soon as practicable in order to give the Staff adequate time to review them.

4.
Please note the financial statement updating requirements of Rule 3-12 of Regulation S-X. Please also update the pro forma financial information accordingly.

Response:

 The financial statements and
related disclosures and the pro forma financial information in Amendment No. 1 have been updated in accordance with the updating requirements of Rule 3-12 of Regulation S-X. The Company, P&G and Galleria Company have also provided updated
consents from their respective independent registered public accounting firms as Exhibits 23.1, 23.2 and 23.3, respectively, to Amendment No. 1.

5.
Please provide us Coty’s significance calculations related to its recent acquisition of the Brazilian Beauty Business.

Response:

 The Company’s significance
calculations related to its recent acquisition of the Brazilian Beauty Business are being provided under separate cover on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under
the Securities Exchange Act of 1934, as amended. In accordance with such Rules, we have requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate letter, we have requested confidential
treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

 Coverpage

6.
Please disclose the aggregate purchase price on the cover page of the prospectus.

 Response:

The Company respectfully acknowledges the Staff’s comment. However, the Company respectfully advises the Staff that, at this time, the
Company is not able to provide an aggregate purchase price. As an alternative, the Company discloses on the cover page of the prospectus the relative share ownership of P&G shareholders and the Company’s shareholders in the Company on a
fully diluted basis immediately after the Merger.

 Questions and Answers about the Exchange Offer and the Transactions, page 6

7.
Please add a Q&A that discloses the termination fee associated with the Transactions. In addition, please consider adding a similar risk factor.

Response:

 The Company respectfully
advises the Staff that no termination fee is currently payable under the Transaction Agreement. As described on page 204 of Amendment No. 1, the Company would have been obligated to pay to P&G a termination fee of $400 million if P&G
terminated the Transaction Agreement as a result of the Company’s failure to deliver, within 24 hours following execution of the Transaction Agreement, a consent of holders of at least 50.1% of the shares of the Company’s class A and class
B common stock authorizing the issuance of shares of the Company’s common stock in the Merger and approving and adopting an amendment to the Company’s certificate of incorporation to increase the Company’s authorized share capital.
The Company delivered the stockholder consent within this 24-hour period and therefore the Company will not be required to pay the termination fee, whether or not the Transactions are completed. The Transaction Agreement does not otherwise provide
for the payment of a termination fee if the agreement is terminated.

 Accordingly, the Company advises the Staff that a Q&A and risk
factor disclosing a termination fee with respect to the Transactions would not be meaningful to investors.

8.
Please consider adding a separate Q&A section to briefly address the material differences between the rights of shareholders of a Delaware company and the rights of shareholders of an Ohio corporation.

 Response:

 In
response to the Staff’s comment, the Company revised the disclosure on page 20 of Amendment No. 1.

 What will happen in the transaction?,
page 16

9.
Please disclose the amount of liabilities assumed by Galleria Co.

 Response:

The Company respectfully advises the Staff that the amount of liabilities to be assumed by Galleria Company will not be known until the
Recapitalization occurs. In response to the Staff’s comment, the Company revised the disclosure on page 16 of Amendment No. 1 to include a cross-reference to “Selected Historical and Pro Forma Financial Data—Unaudited Condensed
Combined Pro Forma Financial Statements of Coty,” which section includes information regarding the amount of quantifiable liabilities that would have been assumed by Galleria Company if the Transactions were to have occurred on March 31,
2016, which is the date of the pro forma balance sheet presented therein.

10.
Please disclose the amount of money Galleria will distribute to P&G.

 Response:

The Company respectfully advises the Staff that the amount of cash to be distributed by Galleria Company to P&G will not be known until the
Recapitalization occurs. In response to the Staff’s comment, the Company revised the disclosure on page 16 of Amendment No. 1 to include a cross-reference to “Selected Historical and Pro Forma Financial Data—Unaudited Condensed
Combined Pro Forma Financial Statements of Coty,” which section includes information regarding the debt expected to be incurred under the Galleria Senior Secured Credit Facilities, the proceeds of which will be used, along with any cash
contributed to Galleria Company by P&G, to purchase or otherwise obtain certain Galleria assets from P&G prior to the Transactions, with any borrowed amounts remaining after these asset purchases to be distributed by Galleria Company to
P&G prior to the Distribution. As discussed in the notes to the pro forma financial statements, the amount of debt to be incurred by Galleria Company is not yet known and will depend on the Recapitalization Amount. The Recapitalization Amount
will be determined in part based on a reference price range of the Company’s common stock prior to the closing of the Merger. As reflected in adjustment (c) to Note 2 of the pro forma financial statements, the full amount of borrowings
under the Galleria Senior Secured Credit Facilities expected to be drawn is presented as a distribution to P&G. Such amount will fluctuate as additional information becomes available. The information included in Amendment No. 1 regarding
the Recapitalization Amount, including the debt expected to be incurred under the Galleria Senior Secured Credit Facilities and the estimated Distribution to P&G, is presented as if the Transactions occurred on March 31, 2016, which is the
date of the pro forma balance sheet presented therein, and is calculated based on the closing price of the Company’s common stock on May 25, 2016.

11.
Please disclose the amount of indebtedness to be incurred under the credit facilities.

 Response:

 Please refer to the Company’s responses to Comment Nos. 9 and 10 above.

12.
In this section, and throughout the prospectus where you discuss the conversion of the Class B Common Stock owned by JAB Cosmetics, please disclose that JAB will be the largest stockholder of the combined company
overall, owning approximately 35% of the fully diluted shares of Coty common stock at the completion of the Transactions.

 Response:

 In response to the Staff’s comment, the Company revised the disclosure on pages 3, 17, 18, 25, 67, 155, 158, 198, 203, 232, 242,
243, 244 and 246 of Amendment No. 1.

 Opinions of Coty’s Financial Advisors, page 35

13.
Please disclose the advisory fees, including the amounts contingent on the transaction.

 Response:

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
advisory fees, including the amounts contingent on the closing of the Transactions, have already been disclosed on pages 182 and 191 of Amendment No. 1.

Risk Factors

 General

14.
Please consider adding a risk factor that alerts P&G shareholders who may participate in the exchange that the financial advisors have issued opinions pertaining to the fairness of the Transactions and exchange
ratio with regard to Coty shareholders and not to P&G shareholders.

 Response:

In response to the Staff’s comment, the Company revised the disclosure on page 63 of Amendment No. 1.

15.
Please consider adding a risk factor that addresses the presence of a significant minority shareholder after the Transactions are completed.

Response:

 In response to the Staff’s
comment, the Company revised the disclosure on page 67 of Amendment No. 1.

 Failure to complete the Transactions could materially and adversely
impact the market price of Coty common stock as well as Coty’s business, liquidity, financial condition and results of operations, page 56

16.
Please quantify, to the best of your ability, the “substantial costs related to the Transactions” referenced in this section.

Response:

 The Company estimates that the
failure to complete the Transactions could result in unrecoverable costs of approximately $300 million to the Company as of the date hereof, which include costs already incurred related to integration efforts as well as costs that would be required
to exit signed agreements. The Company continues to refine its estimates and such estimates are subject to revision prior to completion of the Transactions.

Coty expects to incur significant one-time costs associated with the Transactions that could affect the period-to-period operating results of Coty
following the completion of the Transactions, page 59

17.
Similarly, please revise your cost estimates, to the best of your ability, to reflect your most recent estimates.

 Response:

In response to the Staff’s comment, the Company revised the disclosure on page 61 of Amendment No. 1. The Company advises the Staff
that it continues to refine its cost estimates and that such estimates are subject to revision in subsequent amendments to the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of P&G Beauty Brands, page 114

Results of Operations, page 118

18.
Please quantify and discuss the results of the Divested Brands, that were sold during the year ended June 30, 2015 but are included in the historical results of P&G Beauty Brands, during each period
presented.

 Response:

The Management’s Discussion and Analysis of Financial Condition and Results of Operations of P&G Beauty Brands (“MD&A”)
included in Amendment No. 1 beginning on page 115 has been updated to present a discussion of results as of and for the nine months ended March 31, 2016. In response to the Staff’s comment, the updated MD&A includes, where
appropriate, additional discussion of the results of the Divested Brands during the periods presented.

19.
Please quantify and discuss the results of the Excluded Brands, that will not be transferred to Coty but are included in the historical results of P&G Beauty Brands, during each period presented. Please also
disclose why these brands have been excluded from the transaction with Coty.

 Response:

In response to the Staff’s comment, the updated MD&A includes, where appropriate, additional discussion of the results of the Excluded
Brands during the periods presented as well as a discussion on page 119 of Amendment No. 1 of the reason the Excluded Brands have been excluded from the transaction with the Company.

20.
Please more fully explain the factors, other than declines due to the Divested Brands, that negatively impacted sales volumes during each period presented.

Response:

 In response to the Staff’s
comment, the updated MD&A includes a discussion of sales volume changes that differentiates between developed and developing markets with additional discussion of relevant factors as well as market share changes.

21.
Please more fully explain the specific facts and circumstances that substantially increased the effective tax rate during the year ended June 30, 2015.

Response:

 In response to the Staff’s comment, the updated MD&A includes additional discussion of
the facts and circumstances that increased the effective tax rate between the periods presented. See pages 123 and 126 of Amendment No. 1.

Historical Per Share, Market Price and Dividend Data, page 130

22.
When the terms of the Recapitalization are determined, please tell us if you inte

May 19, 2016

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

Re: Coty Inc
Registration Statement on Form  S-4
Filed April 22, 2016
 File No.  333-210856

Dear M r. Kaufman :

We have reviewed your 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 be advised that our comments on the Form S -4 filed by Coty, Inc. also pertain to
the Form S -4 filed by Galleria Co.  Please address our comments in both filings, as
applic able.

2. Please provide us with copies of all materials prepared by each of the company’s
financial advisors, including projections and forecasts, and shared with each respective
board of directors and its representatives. This includes copies of the board b ooks and all
transcripts, summaries and video presentation materials.

3. We note that you have yet to file all exhibits.  Please file these as soon as practicable and
note that we will need time to review  the legal and tax opinions once filed .

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 2

 4. Please note the financial statement updating requirements of Rule 3 -12 of Regulation S -
X. Please also update the pro forma financial information accordingly.

5. Please provide us Coty’s significance calculations related to its recent acquisition of the
Brazilian Beauty Business.

Coverpage

6. Please disclose the aggregate purchase price on the cover  page of the prospectus.

Questions and Answers about the Exchange Offer and the Transactions, page 6

7. Please add a Q&A that discloses the termination fee associa ted with the Transactions.  In
addition, please consider adding a similar risk factor.

8. Please consider adding a separate Q&A section to briefly address the material differences
between the rights of shareholders of a Delaware company and the rights of sh areholders
of an Ohio corporation.

What will happen in the transaction?, page 16

9. Please disclose the amount of liabilities assumed by Galleria Co.

10. Please disclose the amount of money Galleria will distribute to P&G.

11. Please disclose the amount of inde btedness to be incurred under the credit facilities.

12. In this section, and throughout the prospectus where you discuss the conversion of the
Class B Common Stock owned by JAB Cosmetics, please disclose that JAB will be the
largest stockholder of the combined company overall, owning approximately 35% of the
fully diluted shares of Coty common stock at the completion of the Transactions.

Opinions of Coty’s Financial Advisors, page 35

13. Please disclose the advisory fees, including the amounts contingent on the transaction.

Risk Factors
General

14. Please consider adding a risk factor that alerts P&G shareholders who may participate in
the exchange that the financial advisors have issued opinions pertaining to the fairness of
the Transactions and exchange ratio with regard to Coty shareholders and not to P&G
shareholders.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 3

 15. Please consider adding a risk factor that addresses the presence of a significant minority
shareholder after the Transactions are completed.

Failure to complete the Transactions could materially and adversely impact the market price of
Coty common stock as well as Coty’s business, liquidity, financial condi tion and results of
operations, page 56

16. Please quantify, to the best of your ability, the “substantial costs related to the
Transactions” referenced in this section.

Coty expects to incur significant one -time costs associated with the Transactions that could
affect the period -to-period operati ng results of Coty following the completion of the
Transactions, page 59

17. Similarly, please revise your cost estimates, to the best of your ability, to reflect your
most recent estimates.

Management’s Discussion and Analysis of Financial Condition and Res ults of Operations of
P&G Beauty Brands, page 114

Results of Operations, page 118

18. Please quantify and discuss the results of the Divested Brands, that were sold during the
year ended June 30, 2015 but are included in the historical results of P&G Beauty
Brands, during each period presented.

19. Please quantify and discuss the results of the Excluded Brands, that will not be
transferred to Coty but are included in the historical results of P&G Beauty Brands,
during each period presented.  Please also disclose  why these brands have been excluded
from the transaction with Coty.

20. Please more fully explain the factors, other than declines due to the Divested Brands, that
negatively impacted sales volumes during each period presented.

21. Please more fully explain the  specific facts and circumstances that substantially increased
the effective tax rate during the year ended June 30, 2015.

Historical Per Share, Market Price and Dividend Data, page 130

22. When the terms of the Recapitalization are determined, please tell u s if you intend to
comply with the historical and pro forma equivalent per share disclosure requirements for
Galleria included in Item 3(f) of Form S -4.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 4

 Selected Historical and Pro Forma Financial Data, page 133
Unaudited Condensed Combined Pro Forma Fi nancial Statements of Coty, page 137

23. Please provide us the analysis you performed that resulted in your conclusion that Coty is
the accounting acquirer, including your consideration of each factor outlined in ASC 805 -
10-55-12.

24. In order for investors t o better understand and assess the financial condition and results of
operations of P&G Beauty Brands prior to the merger with Coty, please revise the format
of the pro forma financial statements to separately present the impact of pro forma
adjustments re lated to P&G Beauty Brands that will occur before the merger and the
impact of pro forma adjustments directly related to the merger transaction.  This could be
accomplished by providing additional adjustment columns and subtotal columns in each
pro forma f inancial statement that reflect P&G Beauty Brands prior to the merger
followed by the pro forma adjustments directly related to the merger to arrive at the pro
forma totals.  In this regard, it appears the pro forma adjustments that will occur prior to
the merger include: reclassifications, adjustments related to the Divested Brands,
adjustments related to the Excluded Brands, adjustments related to non -transferred assets
and liabilities, and adjustments related to the Recapitalization.

25. As discussed on pag es 17 and 211, you will enter into multiple agreements with P&G in
connection with the separation and distribution.  These agreements include transition
services, tax matters, technology licenses, trademark licenses and certain other matters.
Please tell us what consideration you gave to reflecting the impact of these agreements in
your pro forma financial statements pursuant to Rule 11 -02(b)(6) of Regulation S -X.

26. Please quantify the estimated costs to be incurred subsequent to the merger that are not
included in the pro forma financial statements.

Unaudited Condensed Combined Pro Forma Balance Sheet, page 139

27. Please breakout the shareholder’s equity section into its separate components on the face
of the pro forma balance sheet, so that investors can better understand the changes that
are occurring.   Please also show the number of shares authorized, issued and outstanding
on a historical and pro forma basis.

Note 3 – Pro Forma Adjustments, page 145

28. In regard to adjustment (a), please clearly disclose  how you determined revenues and
costs related to the Excluded Brands and Divested Brands during each period.  Please
also address why the costs for the Excluded Brands and Divested Brands are significantly
higher, as a percentage of the related revenues, compared to the costs for P&G Beauty
Brands as a percentage of revenues.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 5

 29. In regard to adjustment (e), please disclose how you estimated the fair values of finite -
lived intangible assets and indefinite -lived intangible assets.  Please also revise
adjustmen t (m) to disclose how determined the estimated useful lives.

30. In regard to adjustments (g), (p) and (q), please disclose how you determined the blended
tax rate you used and explain to us how you determined the rate is factually supportable.
We note Artic le 11 of Regulation S -X indicates the statutory tax rate should be used.

31. In regard to adjustment (h), we note no long term debt is included in P&G Beauty
Brand’s historical financial statements.  Please more clearly and accurately present this
adjustme nt to include the debt to be incurred by Galleria and the use of the proceeds,
which we assume will be essentially accounted for as a dividend to P&G.

32. In regard to adjustment (i), please clearly disclose how you estimated the amounts related
to the pensio n and other post -employment benefits.

33. In regard to adjustment (l), please explain how you determined the amount for the year
ended June 30, 2015.  Based on the current disclosures and the amount for the period
ended December 31, 2015, it is not clear to u s how the annual amount was determined.

34. In regard to adjustment (n), please disclose the amount of internal costs being eliminated
and explain how you determined their elimination is factually supportable.

35. In regard to adjustment (q), please disclose t he specific nature of the costs, explain how
you determined each amount, and explain how you determined they are factually
supportable.

Background of the Transactions, page 157

36. Please provide a discussion relating to the negotiation of the material  terms of the
transaction agreements. Please explain how the parties arrived at the  exchange ratio, the
upper limit in the number of Coty shares to be issued in the  exchange, the termination
fee, and the other material terms to the transaction documents.

37. In the last paragraph on this page, where you discuss competing bids received by the
Board, please disclose the consideration given to the other bids and how the Board
determined the Reverse Morris Trust proposal by Coty was superior.

38. Please include disclosure regarding the excluded brands, including: when Coty was
informed that the brands would be excluded; what consideration was given to adjusting
the purchase price; and how the Board determined an updated fairness opinion was not
necessary.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 6

 39. Please supplement your disclosure on page 157 by describing what a “Reverse Morris
Trust transaction” is, and elaborate on the reasons for such a structure. We note the
disclosures about tax efficiencies and need for less leverage.

Opinions of C oty’s Financial Advisors, page 163
Opinion of Barclays, page 174

40. Please disclose why in preparing their opinions, the advisors assumed that all relevant
licenses of P&G Beauty Brands, including the Excluded Brands, would transfer with
Galleria Company to Coty.

Summary of Financial Analysis, page 165

41. We note that the financial advisors relied upon certain financial forecasts, estimates and
projections provided by the management .  Please ensure that you have disclose d all
projections in the filing.

P&G’s Reasons for the Transactions, page 183

42. With respect to each of the factors considered, please provide a reasonably detailed
discussion and clearly elaborate on the conclusions drawn by the board as to the benefits
or detriments of each factor.

Consents a nd Delayed Transfers, page 189

43. Please disclose whether all third -party consents and approvals have been obtained in
order to effectuate all aspects of this transaction.  If all necessary approvals have not been
obtained, disclose the consequence to the co mpany going forward.

The Transactional Agreement
Representations and Warranties, page 191

44. We note your cautionary statement concerning the representations and warranties in the
Transactional Agreement.   Please note that disclosure regarding an agreement ’s
representations or covenants in a prospectus (whether through incorporation by reference
or direct inclusion) constitutes a disclosure to investors, and you are required to consider
whether additional disclosure is necessary in order to put the informat ion contained in, or
otherwise incorporated into that publication, into context so that such information is not
misleading.   Please refer to Report of Investigation Pursuant to Section 21(a) of the
Securities Exchange Act of 1934 and Commission Statement o n potential Exchange Act
Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1,
2005).   If you continue to use these cautionary statements, please revise them to clarify
that you will provide additional disclosure in your public  reports to the extent that you

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 7

 are, or become, aware of the existence of material facts that might contradict the
representations and warranties contained in the Agreement.

Debt Financing, page 214

45. Please fil e the commitment letters as  exhibits to the registration statement.

Description of Coty Capital Stock, page 222

46. We note the statement in the second paragraph that disclosure is “qualified in its entirety
by … the applicable provisions of Delaware law.” Please be advised that you may not
qualify information in the prospectus in this manner unless incorporation by reference or
a summary of a document filed as an exhibit is required.  See Rule 411(a) of Regulation
C.

P&G Beauty Brands  – Combined Financial Statements

Combined Interim Balance Sheet s, page F -3

47. It appears to us that the planned Recapitalization will result in a material reduction to the
historical equity.  Therefore, it appears the debt to be incurred prior to the merger and the
use of the proceeds to essentially fund a dividend to P& G should be reflected on a pro
forma basis alongside the most recent historical balance sheet.  Refer to SAB Topic
1:B:3.

3. Related -Party Transactions, page F -6
4. Related -Party Transactions, page F -21

48. Please revise your disclosures to:
 Clarify how glob al business unit (GBU) direct spending for businesses not classified
as a separate GBU are allocated and, if accurate, indicate management believes the
allocation method is reasonable;
 Clarify, if accurate, management believes all corporate allocation meth ods, including
those based on utilization, are reasonable; and
 Quantify the amount of expenses that would have been incurred on a stand -alone
basis  during each period presented or state it is not practicable to do so.
 Refer to SAB Topic 1:B.1.

10. Segment Information, page F -10
12. Segment Information, page F -30

49. Please demonstrate to us how you determined it is appropriate to aggregate the Retail
Hair and Cosmetics operating segments into one reportable segment based on the

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 8

 provisions of ASC 280 -10-50-11.  Please supplementally provide us the net sales and
earnings (loss) before income taxes for each operating segment for each period presented.

12. Subsequent Events, page F -10
13. Subsequent Events, page F -31

50. You indicate that you have evaluated s ubsequent events for potential recognition and
disclosure through April 20, 2016.  Please revise this disclosure to also state whether t

July 27, 2015

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

Re: Coty Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed August 28, 2014
File No. 1 -35964

Dear Mr. de Talhouët:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are re sponsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

cc: Melissa Sungela, Corporate Controller
 Via E -mail

CORRESP
1
filename1.htm

July 15, 2015

By EDGAR, “CORRESP” Designation

Ms. Pamela Long (for John Cash)

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re: Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed August 28, 2014

Form 10-Q for the Fiscal Period Ended March 31, 2015

Filed May 7, 2015

Response Dated June 3, 2015

File No. 1-35964

Dear Ms. Long:

On behalf of Coty Inc. (the “Company”),
this letter responds to your letter, dated July 2, 2015 (“Comment Letter”) regarding the above-referenced Form 10-K
for the Fiscal Year Ended June 30, 2014 filed on August 28, 2014 and Form 10-Q for the Fiscal Period Ended March 31, 2015 filed
on May 7, 2015. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the headings
and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company
is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”)
from the Comment Letter appearing in bold type.

Form 10-Q for the Period Ended March 31, 2015

Management’s Discussion and Analysis of Financial
Condition…, page 27

Liquidity and Capital Resources, page 43

We note your response to comment
three from our letter dated May 20, 2015. Please address the following:

 · Explain whether or not you consider the transfer of $373.5 million in foreign cash/earnings to the U.S. parent company to
be a repatriation, including the basis for your position;

Response:

As indicated in our disclosures, the Coty foreign subsidiaries purchased
15.4 million shares of Class A Common Stock for $373.5 million from their parent, Coty Inc. (the “Company”). Those

shares were used to acquire Bourjois in a taxable stock purchase that both provided the CHANEL shareholders with a class of securities
registered under the Securities Exchange Act of 1934 and enabled the foreign subsidiaries to directly acquire and then integrate
the foreign businesses. We do not consider the exchange of $373.5 million of the foreign subsidiaries’ cash for 15.4 million
of the Company’s Class A Common Stock of equal aggregate value to be a dividend or a distribution of those foreign subsidiaries’
undistributed earnings. Since the Company foreign subsidiaries’ undistributed earnings, net assets, and shareholder’s
equity did not change as a result of the acquisition of the Company’s Class A Common Stock, nor did they acquire any U.S.
assets from CHANEL that resulted in a deemed distribution for U.S. federal income tax purposes, we do not consider the purchase
of the Class A Common Stock from the Company to be a repatriation.

 · If the transaction was structured, in part, to enable the U.S. parent company to gain access
to foreign cash/earnings without accruing U.S. taxes upon repatriation, disclose
that fact and quantify the tax savings achieved as a result of using this strategy; and

Response:

For the reasons discussed above, we do not believe that the transaction
resulted in a repatriation that requires an accrual of U.S. tax. Although the cash of foreign subsidiaries was used to purchase
the Company’s Class A Common Stock that was in turn used to acquire foreign assets, the transaction did not achieve tax savings
or seek to avoid any U.S. tax. Any potential deferred tax liability that would be required under ASC 740 remains unchanged as a
result of the acquisition. In this regard, the Company has treated the Bourjois acquisition similar to its other acquisitions of
foreign assets undertaken by its foreign subsidiaries that do not result in U.S. tax savings or seek to avoid U.S. tax.

 · Explain if the use of this strategy is expected to have a material impact on your unrealized
tax benefits as of June 30, 2015 and, if applicable, ensure your financial statement
footnotes address the impact.

Response:

The transaction is not expected to have a material impact on the
unrealized tax benefits as of June 30, 2015. As discussed above, and as noted in our response dated June 2, 2015, the Company has
concluded based upon an analysis of the applicable U.S. tax principles that the Coty foreign subsidiaries’ acquisition of
the Company’s Class A Common Stock for the purpose of acquiring the Bourjois foreign subsidiaries should be treated as a
purchase of newly issued Company Class A Common Stock for cash that does not result in any U.S. federal income tax consequences
that would impact the Company’s unrealized tax benefits.

2

If you have any questions regarding the above,
please do not hesitate to call Coty Inc. Chief Accounting Officer Thomas Muench at (212) 479-4340 or myself at (212) 479-4535.

    Very truly yours,

    /s/ Patrice de Talhouët

    Patrice de Talhouët

 cc: Lisa Etheredge, Securities and Exchange Commission

Anne McConnell, Securities and Exchange Commission

Edward M. Kelly, Securities and Exchange Commission

John Cash, Securities and Exchange Commission

Jules Kaufman, Coty Inc.

Thomas Muench, Coty Inc.

3

July 2 , 2015

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

Re: Coty Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed August 28, 2014
Form 10 -Q for the Fiscal Period Ended March 31, 2015
Filed May 7 , 2015
Response D ated June 3 , 2015
File No. 1 -35964

Dear Mr. de Talhouët :

We have reviewed your response dated June 3 , 2015  and have the following comment .

Please respond to this comment  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
comment applies  to your facts and circumstances , please tell us why in yo ur response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -Q for the Period Ended March 31, 2015

Management’s Discussion and Analysis of Financial Condition…, page 27

Liquidity and Capital Resources, page 43

We note your response to comment three from our letter dated May 20, 2015.  Please address the
following:
 Explain whether or not you consider the transfer of $373.5 million in foreign
cash/earnings to the U.S. parent company to be a rep atriation, including the basis for your
position;
 If the transaction was structured, in part, to enable the U.S. parent company to gain
access to foreign cash/earnings without accruing U.S. taxes upon repatriation, disclose
that fact and quantify the tax savings achieved as a result of using this strategy; and

Patrice de Talhouët
Coty Inc.
July 2 , 2015
Page 2

  Explain if the use of this strategy is expected to have a material impact on your
unrealized tax benefits as of June 30, 2015 and, if applicable, ensure your financial
statement footnotes address the  impact.

You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or Anne
McConnell, Staff Accountant, at (202) 551 -3709  if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel,  at
(202) 551 -3728  or Pamela Long, Assistant Director, at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Pamela Long

for John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83

The entity requesting confidential treatment is:

Coty Inc.

350 Fifth Avenue

New York, New York 10118

Attn: Patrice de Talhouët

June 3, 2015

By EDGAR and Hand Delivery, “CORRESP”
Designation

Mr. John Cash

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re: Coty Inc.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed August 28, 2014

Form 10-Q for the Fiscal Period Ended March 31,
2015

Filed May 7, 2015

Response Dated May 4, 2015

File No. 1-35964

Dear Mr. Cash:

On behalf of Coty Inc. (the “Company”),
this letter responds to your letter, dated May 20, 2015 (“Comment Letter”) regarding the above-referenced Form 10-K
for the Fiscal Year Ended June 30, 2014 filed on August 28, 2014 and Form 10-Q for the Fiscal Period Ended March 31, 2015 filed
on May 7, 2015. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the headings
and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company
is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance (the “Staff”)
from the Comment Letter appearing in bold type.

The
Company respectfully requests confidential treatment for the redacted information in this letter pursuant to Rule 83 promulgated
by the Securities & Exchange Commission (the “Commission”), 17 CFR §200.83.
This letter omits confidential information included in an unredacted version of this letter, which was delivered to the Staff of
the Commission. Asterisks denote the omission of the confidential information from the text of this version of such letter. The
Company requests that the redacted information be treated as confidential for reasons of business confidentiality, and that the
Commission provide timely notice to Patrice de Talhouët of Coty Inc., 350 Fifth Avenue, New York, New York 10118 before it
permits disclosure of such information.

    FOIA CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83

Form 10-Q for the Period Ended March 31, 2015

Condensed Consolidated Financial Statements, page 1

Segment Reporting, page 8

 1. We note your response to comment four from our letter dated April 7, 2015. Please more fully explain to us the roles of
your two division presidents subsequent to the Organizational Redesign. Since it appears to us they both may now be responsible
for consolidated results, please more fully explain how you determined they are not part of a CODM group. Please also explain the
internal or external metrics you use to evaluate the performance of your regional SVPs, brand category CMOs, division presidents
and CODM. In addition, please describe the extent to which the CODM and division presidents obtain and regularly review financial
information that is prepared on both a category and geographic basis (for example, Fragrances – North America).

Response:

Our President, Category and Innovation, is responsible for
development of new products and marketing strategies across all of our product categories, (Fragrances, Color and Skin & Body
Care) primarily working with our brand managers. Our President, Global Markets, is responsible for the execution of sales and marketing
strategy in our respective geographic markets, primarily working with regional and country managers. Both presidents are part of
the Executive Committee that meets monthly with the CEO to analyze and discuss results. In addition to these two presidents, our
Executive Committee comprises of our Chief Financial Officer, Executive Vice President Supply Chain, Chief Scientific Officer,
Senior Vice President Human Resources and the Company’s General Counsel. The two presidents and other six members of the
Executive Committee each have global responsibility for their respective areas and functions, and each is responsible for certain
aspects of consolidated Coty results. As disclosed in our Form 8-K dated April 14, 2015, we have announced the appointment of a
new President, Category and Innovation who is expected to start on July 1, 2015 and who will assume a new title of EVP, Category
Development.

However, as previously noted, responsibility for global consolidated
results and authority to make decisions regarding the allocation of resources resides solely with the CEO, which is why we have
concluded that our CEO is our CODM and the two presidents are not part of a CODM group. We also note that our current interim CEO
is also the Chairman of our controlling shareholder, which further underscores his authority as the sole ultimate decision maker.
As disclosed in our Form 8-K dated April 20, 2015, we have announced the appointment of a new CEO who is expected to start on July
1, 2015. We will continue to evaluate the decision making process in our Executive Committee after our new CEO takes office, to
determine whether the new CEO continues to be the CODM.

The performance of our executives is evaluated principally
based on Coty’s consolidated results and, to a lesser extent, on other factors. The performance of our CODM (i.e., CEO) and
presidents is 70% based on total consolidated Coty performance (i.e., Net Revenues, Net Income, Net Working Capital) and 30% based
on other measures tied to their individual responsibilities, such as delivering on cost savings and talent development.

[INFORMATION REDACTED***********************************************************

*

*

*

INFORMATION REDACTED]

The CODM receives and reviews on a regular basis the
monthly Executive Committee report, which provides performance by category (Fragrances, Color and Skin & Body) and by geography.
As previously noted, these reports also provide information at a lower level of detail in the form of revenue by brand within each
category. In accordance with previous correspondence with the Staff, we provide supplemental revenue information in our segment
disclosure in the notes to our financial statements about revenues by groups of brands within each operating segment.

    FOIA CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83

The President, Global Markets, also reviews monthly
reports, which reports contain information for each geographic unit and geographic region and related P&L data from revenues
through operating margin after advertising and promotional expenses (but before certain fixed costs) for Fragrances, Color, Skin
Care and Body Care. The President, Global Markets also reviews monthly Region CFO reports, which contain revenues by operating
segment and price/mix, revenues by category and for certain brands within each category, and media spend by category and for certain
brands within each category. Each of these reports focuses on revenue performance and marketing expenses, consistent with the president’s
responsibility for executing the CODM’s marketing and sales strategy in the respective markets.

The President, Category and Innovation, only regularly
reviews the performance by category at the total consolidated Coty level, with a focus on the performance of brands. He occasionally
reviews regional or country details on an ad hoc basis.

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

Net Revenues by Geographic Regions, page 29

 2. We note your response to comment five from our letter dated April 7, 2015. We understand that the geographic disclosures
you provide in MD&A are intended to comply with Item 303(a) of Regulation S-K. Based on the significance of your foreign operations,
it appears to us that a discussion and analysis of your operations based on geographic groupings is necessary to understand your
business rather than voluntary disclosure. However, it remains unclear to us how a geographic analysis based on regions used by
your main competitors provides investors with better insight into your business than an analysis based on the geographic regions
you use to manage your business. Since MD&A is intended to provide an analysis of your business through the eyes of management,
it appears to us you should revise future annual and quarterly filings to disclose and discuss revenues and operating reports based
on geographic groupings that are consistent with the way you manage your business. To the extent you want your geographic disclosures
to be comparable with your main competitors, it appears to us that you could supplement your geographic groupings to make them
comparable.

Response:

We agree with the Staff’s comment that disclosure about
significant foreign operations is important to understand our business. Management uses a variety of geographic information to
manage its business. The geographic groupings (Americas, EMEA, Asia Pacific) presented in our Form 10-K are an integral part of
the results reviewed by management and our board of directors. These groupings align with other information (such as market share
data provided by third-parties and numerous other business insights) that informs management’s strategic decisions regarding
geography, such as expansion decisions. We therefore believe that the information disclosed in the MD&A is consistent with
the way management and the board reviews the business, as well as consistent with the geographic breakdown used by our competitors.

[INFORMATION REDACTED***********************************************************

*

*

*

INFORMATION REDACTED]

[INFORMATION REDACTED***********************************************************

*

*

*

INFORMATION REDACTED]

    FOIA CONFIDENTIAL TREATMENT REQUEST UNDER RULE 83

Liquidity and Capital Resources, page 43

 3. You disclose on page 25 that as part of your purchase of the Bourjois cosmetics brand, your foreign subsidiaries purchased
15.4 million shares of your Class A common stock for $373.5 million in cash and subsequently exchanged these shares with CHANEL
as consideration for Bourjois. Your disclosure indicates that you used the cash proceeds from your foreign subsidiaries to repay
revolving debt. Please fully explain to us, and clarify in future filings, the business purpose for having your foreign subsidiaries
(rather than the parent company) exchange shares with CHANEL. If the transaction was structured in this manner for tax purposes,
please fully explain to us, and clarify in future filings, the impact on your financial statements and any potential risks and
consequences related to your accounting.

Response:

We note for the Staff that the business
purpose of having foreign subsidiaries (rather than the Coty parent company) exchange shares with CHANEL was to acquire the
respective Bourjois foreign entity by a Coty foreign entity organized in the same country, wherever feasible, which we believes
makes the integration of Bourjois’ foreign businesses with our existing businesses as efficient as possible. None of the
acquired Bourjois entities were organized or operated as a business in the United States. As a result, none of the shares issued
to CHANEL were issued by a U.S. subsidiary. Management anticipates that the Bourjois foreign business activities will be integrated
with the existing Coty foreign business activities. It is management’s view and experience that this foreign-to-foreign acquisition
structure is the most efficient and least expensive way to integrate Bourjois and Coty foreign businesses because this structure
facilitates local country integration, whether through a transfer of assets, a merger, or a liquidation of one of the same country
foreign entities into the other. CHANEL agreed to this foreign-to-foreign acquisition structure. Consequently, Coty SAS in France
exchanged Coty Inc. shares to acquire Bourjois France; Coty BV in the Netherlands exchanged Coty Inc. shares to acquire Bourjois
BV in the Netherlands and Coty Geneva SA Versoix in Switzerland exchanged Coty Inc. shares to acquire Bourjois Geneva in Switzerland
and Bourjois Ltd. in the United Kingdom.  Under applicable tax principles, exchanges between Coty Inc. and its affiliates
do not result in a taxable gain or loss for Coty Inc. or its foreign subsidiaries. Accordingly, we do not believe that there
are risks associated with the Company’s accounting of the transactions. In addition to other required disclosures regarding
the acquisition, we intend to provide the following disclosure in the MD&A and footnotes to the financial statements in our
Form 10-K for the Fiscal Year Ended June 30, 2015, regarding the structure of the transaction:

[INFORMATION REDACTED***********************************************************

*

*

*

*

*

INFORMATION REDACTED]

If you have any questions regarding the above, please do
not hesitate to call Coty Inc.’s Chief Accounting Officer Thomas Muench at (212) 479-4340 or myself at (212) 479-4535.

Very truly yours,

/s/ Patrice de Talhouët

cc: Lisa Etheredge, Securities
and Exchange Commission

Anne McConnell, Securities and Exchange Commission

Edward M. Kelly, Securities and Exchange Commission

Pamela Long, Securities and Exchange Commission

Jules Kaufman, Coty Inc.

Thomas Muench, Coty Inc.

May 20 , 2015

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

Re: Coty Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed August 28, 2014
Form 10 -Q for the Fiscal Period Ended March 31, 2015
Filed May 7 , 2015
Response D ated May 4, 2015
File No. 1 -35964

Dear Mr. de Talhouët :

We have reviewed your response dated May 4, 2015  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.

Form 10 -Q for the Period Ended March 31, 2015

Condensed Consolidated Financial Statements, page 1

Segment Reporting, page 8

1. We note your response to comment four from our letter dated April 7, 2015.   Please more
fully explain to us the roles of your two division presidents subsequent to the
Organizational Redesign.  Since it appears to us they both may now be responsible for

Patrice de Talhouët
Coty Inc.
May 20 , 2015
Page 2

 consolidated results, please more fully explain how you determined they are not part of a
CODM group.  Please also explain the internal or external metrics you use to evaluate the
performance of your regional SVPs, brand category CMOs, division presidents and
CODM.  In addition, please describe the extent to which the CODM and div ision
presidents obtain and regularly review financial information that is prepared on both a
category and geographic basis (for exampl e, Fragrances – North America).

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

Net Revenues by Geographic Regions, page 29

2. We note your response to comment five from our letter dated April 7, 2015.  We
understand that the geographic disclosures you provide in MD&A are intended to comply
with Item 303(a) of Regulation S -K.  Based on the significance of your foreign
operations, it appears to us that a discussion and analysis of your operations based on
geographic groupings is necessary to understand your business rather than voluntary
disclosure.  However, it remains unclear to us how a geographic  analysis based on
regions used  by your main competitors provide s investors with better insight into your
business than an an alysis based on the geographic  regions you use to manage your
business.  Since MD&A is intended to provide an analysis of your business through the
eyes of management, it appears to us you should revise future annual and quarterly filings
to disclose and discuss revenues and operating reports based on geographic groupings
that are consistent with the way you manag e your business.  To the extent you want your
geographic disclosures to be comparable with your main competitors, it appears to us that
you could supplement your geographic groupings to make them comparable .

Liquidity and Capital Resources, page 43

3. You disclose on page 25 that as part of your purchase of the Bourjois cosmetics brand,
your foreign subsidiaries purchased 15.4 million shares of your Class A common stock
for $373.5 million in cash and subsequently exchanged these shares with CHANEL as
consideration for Bourjois.  Your disclosure indicates that you used the cash proceeds
from your foreign subsidiaries to repay revolving debt.  Please fully explain to us, and
clarify in future filings, the business purpose for having your foreign subsidiari es (rather
than the parent company) exchange shares with CHANEL.  If the transaction was
structured in this manner for tax purposes, please fully explain to us, and clarify in future
filings, the impact on your financial statements and any potential risks and consequences
related to your accounting.

Patrice de Talhouët
Coty Inc.
May 20 , 2015
Page 3

You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or Anne
McConnell, Staff Accountant, at (202) 551 -3709  if you have questions regarding comments on
the financial statements and relate d matters.  Please contact Edward M. Kelly, Senior Counsel,  at
(202) 551 -3728  or Pamela Long, Assistant Director, at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

May 4, 2015

By EDGAR, “CORRESP” Designation

Mr. John Cash

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Coty Inc.

    Form 10-K for the Fiscal Year Ended June 30, 2014

    Filed August 28, 2014

    Form 10-Q for the Fiscal Period Ended December 31, 2014

    Filed February 5, 2015

    File No. 1-35964

Dear Mr. Cash:

On behalf of Coty Inc. (the “Company”),
this letter responds to your letter, dated April 7, 2015 (“Comment Letter”) regarding the above-referenced Form 10-K
for the Fiscal Year Ended June 30, 2014 filed on August 28, 2014 and Form 10-Q for the Fiscal Period Ended December 31, 2014 filed
on February 5, 2014. Each of your comments is set forth below, followed by the corresponding response. For ease of reference, the
headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of
the Company is set forth in ordinary type beneath the corresponding comment of the Staff of the Division of Corporation Finance
(the “Staff”) from the Comment Letter appearing in bold type.

Form 10-K for the Fiscal Year Ended
June 30, 2014

Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page 27

Income Taxes, page 40

 1. You disclose on page 40 that your effective tax rate could fluctuate significantly and could be adversely affected to the
extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries
that have higher statutory rates. To the extent that changes in the geographical mix of your income materially impacts your effective
tax rate during the periods presented, please revise future filings to disclose the facts and circumstances that lead to the changes,
identify the jurisdictions where you generate income, disclose the statutory tax rates for those jurisdictions, and address your
expectations regarding future changes in the geographic mix and/or statutory rates. Please refer to Item 303(a)(3)(i) of Regulation
S-K and Section III.B of SEC Release No. 33-8350.

Response:

We acknowledge the Staff’s comment and note that the purpose
of the paragraph in the disclosure is to alert the reader to the factors could impact the effective tax rate; we further note that, during the periods presented the impact of changes in the geographic mix to the annual effective tax rate were not deemed to
be material. Disclosures regarding items that were deemed material in the periods presented were provided in the preceding paragraph.
If the impact of our geographic mix becomes material to changes in the effective tax rate in future periods, we will provide the
disclosure requested by the staff and as required in Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release No. 33-8350.

Critical Accounting Policies, page 49

Goodwill, Other Intangible Assets and Long-Lived Assets, page
49

 2. We note the material impairment charges you recorded. In order for investors to more fully understand the impairment charges
you recorded and better assess the likelihood of additional impairment charges, please tell us and revise your future filings to
address the following:

 · Quantify and discuss the most significant assumptions you used to determine the impairment charges you recorded;

 · Provide sensitivity analyses related to the impairment charges you recorded that indicate the potential impact of changes
in significant assumptions on the charges recorded; and

 · Quantify and discuss the specific nature of material indefinite lived intangibles.

Response:

In light of the Staff’s comment, we propose to enhance our
disclosure in our Form 10-K for the Fiscal Year Ended June 30, 2015 Critical Account Policies section to add the following disclosures
to the existing disclosures under the respective captions:

Goodwill, Other Intangible Assets and Long-Lived Assets

Using an income approach, we prepared projections
for two distinct turn-around options and applied a weighted-average probability expectation to these options. The options considered
were 1) a significant reduction in the number of sales representatives with a corresponding reduction in sales of TJoy products
and a shift in focus to larger distributors and accounts and 2) discontinuing distribution of the TJoy brand and outsourcing adidas
through a single distributor in China. The most significant assumptions utilized in our model included a range of revenue growth
rates of 1.2% to 5.0%; a perpetual growth rate in the terminal year of 4.0%; blended federal and local tax rate of 30%; and a market-based
weighted average cost of capital of 13.0%. Based on this analysis, we determined that the carrying value of the reporting unit
exceeded its fair value and therefore recorded an impairment charge, resulting in a full write off of the remaining goodwill balance
for this reporting unit. We believe that the assumptions used in the projections are reasonable. If we had used average and perpetual
growth rates that were 7% and

3% higher, respectively, than the rate assumptions used in the
projections, goodwill would not have been impaired.

Other Intangible Assets

Our indefinite-lived other intangible assets of $1,115.2M are comprised
solely of trademarks for the following brands: OPI $660.0M, philosophy $265.3M, Sally Hansen $182.2M, and three other brands totaling
$47.7M.

 Form 10-Q for the Period Ended December 31, 2014

Condensed Consolidated Financial
Statements, page 1

Segment Reporting, page 9

 3. In your Form 8-K filed July 9, 2014, you indicate your board of directors approved your new organizational design at its
meeting on June 19, 2014. Please explain why you waited until the first quarter of fiscal 2015 to reevaluate the impact of the
Organizational Redesign restructuring program on the determination of your operating segments and reporting units. Please explain
why the reclassification of the Playboy brand from the Fragrances to the Skin & Body Care operating segment was not reflected
in your financial statements as of June 30, 2014. Please refer to ASC 280-10-50-34.

Response:

In response to the Staff’s comment we note that,
notwithstanding the announcement of our new Organizational Redesign in June 2014, its implementation, including the appointment
of our current interim-CEO on September 28, 2014, was still in process of being implemented by the end of the first quarter of
the fiscal 2015. As we have disclosed in our Form 10-K, 10-Q and 8-K filings the full implementation is not expected to be completed
until fiscal 2017. The implementation required changes to our information systems to enable internal and external financial reporting
based on the new Organizational Redesign, including the shift of the Playboy brand from the Fragrances to the Skin & Body Care
operating segment, that were not completed until shortly before reporting our results for the first quarter on that basis on November
6, 2014. Throughout fiscal 2014 and the filing of our 10-K for the fiscal year ended June 30, 2014 on August 28, 2014 our internal
reporting to our CODM and external reporting was based on our old organizational design. Based on our fact pattern, we believe
that it was appropriate to only provide the restated segment information in our Form 10-Q for the three months ended September
30, 2014 in accordance ASC 280-10-50-34 and to date we have not filed a new registration statement that would require us to restate
segment disclosures for fiscal 2014 and 2013, in accordance with FRM 13100. We intend to provide restated segment information for
fiscal 2013 and 2014 in our 10-K for the period ended June 30, 2015.

We note that we voluntarily filed Form 8-K on November
12, 2014, shortly after reporting our results for the first quarter of fiscal 2015, to provide investors with restated selected
financial information for fiscal 2013 and 2014 on the basis of our new Organizational Redesign.

 4. We note from your Form 8-K filed July 9, 2014 that, as part of your Organizational Redesign, you restructured your business
and undertook a series of management changes. These changes included the designation of four consumer driven product categories
and four regions with each region being led by a senior vice president and dedicated management team. So that we may better understand
how the redesign impacted your determination of your reportable segments, operating segments and reporting units, please address
the following:

 · Describe your organizational structure before and after the redesign;

 · Explain how you determined your Chief Executive Office is the CODM;

 · Tell us how you determined your reporting units, operating segments, and reportable segments after the redesign; and

 · Explain how your CODM interacts with the senior vice presidents for each geographic region and the CMOs for each brand category,
including how often they meet, the type of information they provide to each other and how you considered their roles and responsibilities
in determining your operating segments for the fiscal year ended June 30, 2015.

Response:

Prior to the Organizational Redesign, the Company had
three operating and reportable segments (“Segments”): Fragrances, Color Cosmetics (“Color”), and Skin &
Body Care (“S&B Care”). The Company operated as a matrix organization with each segment reporting into the two
divisions aligned by distribution channels: Coty Prestige and Coty Beauty, with the exception of Color which only reported into
the Coty Beauty division. Based on this structure, we determined that there were five reporting units as follows: Prestige –
Fragrances, Prestige - S&B Care, Beauty – Fragrances, Beauty - Color and Beauty - S&B Care. The structure is summarized
in the table below. The reporting units did not have individual managers. The President of each division had responsibility for
all the operating results of all geographic locations. The two divisional presidents were members of the Executive Committee (EC)
that reported to the Chief Executive Officer. The other members of the EC consisted of the Senior Vice Presidents of Finance, Supply
Chain, R&D, Legal, and HR. It was determined that the CEO was the CODM. As explained in detail in the response to comment 45
in your comment letter dated July 26, 2012 and comment 22 in your comment letter dated November 14, 2012, the Company determined
that the product categories Fragrances, Color, and S&B Care, represented its

operating and reportable segments based on the
information reviewed by and used by the CODM to make allocation decisions.

    Operating and Reportable Segments

    Fragrance
    Color
    Skin & Body Care

    Beauty
    Beauty - Fragrance

    Beauty - Color

    Beauty - S&B Care

    Prestige
    Prestige - Fragrance

    N/A

    Prestige - S&B Care

As part of the implementation of the Organizational Redesign,
the Company eliminated the Coty Prestige and Coty Beauty divisions. We separated the management of product category strategy and
innovation from the management of operations, each run by one of our two former divisional Presidents. Category strategy comprises
the same three operating and reportable segments as before the Organizational Redesign: Fragrances, Color, and S&B Care and
reports to the President, Categories and Innovation. Operations is organized into four regions with region managers that report
to the President, Global Markets. The two Presidents are members of the Executive Committee that reports to the Chief Executive
Officer, who is still considered to be the CODM. The other members of the EC consist of the Senior Vice Presidents of Finance,
Supply Chain, Legal, HR, R&D, and Business Development and meet
monthly to review operating results of the operating and reportable segments: Fragrances, Color and S&B Care, which continues
to be the way in which the CODM manages and reviews the performance of the Company and makes decisions about the allocation of
resources. Since the Coty Prestige and Beauty divisions were eliminated, the Company’s Reportable and Operating segments
are also deemed to be its reporting units, since the performance of the segments is no longer broken out between Beauty and Prestige.

Subsequent to the Organizational Redesign, we re-evaluated
the requirements of ASC 280-10-50 and noted that the Company continues to operate as a matrix organization for which certain managers
are responsible for global product categories and other managers are responsible for operations in geographic areas. Although
the CODM continues to evaluate the business by product category and by geographic area, decisions regarding the allocation of
resources are primarily driven by the performance of product categories. Allocation of resources to geography are secondary to
the decision to allocate resources to product categories. Since we manage a portfolio of global and regional products and brands,
decision regarding the allocation of resources starts with decision about the allocation of resources to product categories. Such
allocation decisions are subsequently translated into allocation to global and regional initiatives. The Company also considered
the guidance in ASC 280-10-50-9, which further supports the identification of product categories as operating segments, since
it states that (emphasis added): “The characteristics in paragraphs 280-10-50-1
and 280-10-50-3 may apply to two or more overlapping sets of components for which
managers are held responsible. That structure is sometimes referred to as a matrix form of organization. For example, in some
public entities, certain managers are responsible for different product and service lines

worldwide, while other managers are
responsible for specific geographic areas. The chief operating decision maker regularly reviews the operating results of both
sets of components, and financial information is available for both. In that situation, the components based on products and services
would constitute the operating segments.”

While the Executive Committee reviews the
performance of the business and all members provide input to the CEO regarding strategic alternative and proposed allocation
of resources, we determined that the CEO is the CODM, since the CEO has the sole authority and responsibility to make
resource allocation decisions to the operating segments. After the CEO exercises this authority the presidents and product
category managers have the authority to allocate those resources to support the development of certain products and brands
within an operating segment. We note in this respect that the Company is controlled by one shareholder who controls the
appointment of the CEO.

The CODM reviews financial information below the level
of three operating segments. When the CODM evaluates the performance of the business below the operating segment level the focus
is on the revenue of individual brands or groups of smaller brands in each product category. Revenue is considered the most important
performance indicator at the brand and product level, and revenue information at that level is reviewed on a regular basis by the
CODM. Summarized information of revenues broken down by these categories below the level of our operating segments are provided
in our segment note as requested by the Staff in its comments provided during the review of the Company’s Registration Statement
on Form S-1 filed in connection with its Initial Public Offering in 2012.

The CODM meets with the SVP for each geographic region
on a quarterly basis to review the operating results for major geographic areas within that region. The information that is reviewed
includes actual revenues and operating income results versus the plan and the prior year results with explanations of the drivers
behind changes in expectations as well as a review of market conditions. The CODM does not meet with 

April 7, 2015

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

Re: Coty Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed August 28, 2014
Form 10 -Q for the Fiscal Period Ended December 31, 2014
Filed February 5, 2015
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.

Form 10 -K for the Fiscal Year Ended June 30, 2014

Management’s Dis cussion and Analysis of Financial Condition and Results of Operations, page
27

Income Taxes, page 40

1. You disclose on page 40 that your effective tax rate could fluctuate significantly and
could be adversely affected to the extent earnings are lower than anticipated in countries
that have lower statutory rates and higher than anticipated in countries that  have higher
statutory rates.  To the extent that changes in the geographical mix of  your income
materially impacts your effective tax rate  during the pe riods presented, please revise
future filings to disclose  the facts and circumstances that lead to the changes, identify the
jurisdictions where you generate income, disclose the statutory tax rates for those

Patrice de Talhouët
Coty Inc.
April 7, 2015
Page 2

 jurisdictions, and address your expectations re garding future changes in the geographic
mix and/or statutory rates .  Please refer  to Item 303(a)(3)(i) of Regulation S -K and
Section III.B of SEC Release No. 33 -8350.

Critical Accounting Policies, page 49

Goodwill, Other Intangible Assets and Long -Lived  Assets, page 49

2. We note the material impairment charges you recorded.  In order for investors to more
fully understand the impairment charges you recorded and better assess the likelihood of
additional impairment charges, please tell us and revise your future filings to address the
following:
 Quantify and discuss the most significant assumptions you used to determine the
impairment charge s you recorded ;
 Provide sensitivity analyses related to the impairment charge s you recorded that
indicate  the potentia l impact of changes in significant assumptions on the charges
recorded ; and
 Quantify and discuss the specific nature of material indefinite lived intangibles .

Form 10 -Q for the Period Ended December 31, 2014

Condensed Consolidated Financial Statements, page 1

3. Segment Reporting, page 9

3. In your Form 8 -K filed July 9, 2014, you indicate your board of directors approved your
new organizational design at its meeting on June 19, 2014.  Please explain why you
waited until the first quarter of fiscal 2015 t o reevaluate the impact of the Organizational
Redesign restructuring program on the determination of your operating segments and
reporting units.  Please explain why the reclassification of the Playboy  brand from the
Fragrances to the Skin & Body Care oper ating segment was not reflected in your
financial statements as of June 30, 2014.  Please refer to ASC 280 -10-50-34.

4. We note from your Form 8 -K filed July 9, 2014 that, as part of your Organizational
Redesign, you restructured your business and undertook a series of management changes.
These changes included the designation of four consumer driven product categories and
four regions with each region being led by a senior vice president and dedicated
management team.  So that we may better understand how t he redesign impacted your
determination of your reportable segments, operating segments and reporting units,
please address the following:
 Describe your organizational structure  before and after the redesign;
 Explain how you determined your Chief Executiv e Office is the CODM;

Patrice de Talhouët
Coty Inc.
April 7, 2015
Page 3

  Tell us how you determined your reporting units, operating segments, and
reportable segments after the redesign; and
 Explain how your CODM interacts with the senior vice presidents for each
geographic region and the CMOs for each bra nd category, including how often
they meet, the type of information they provide to each other and how you
considered their roles and responsibilities in determining your operating segments
for the f iscal year ended June 30, 2015.

Management’s Discussion  and Analysis of Financial Condition and Results of Operations, page
25

Net Revenues by Geographic Regions, page 28

5. Please explain to us why the groupings of the regions you present in MD&A starting on
page 28 (Americas, EMEA, and Asia Pacific) are not c onsistent with the four regions in
your Global Markets group as announced in your July 9, 2014 Form 8 -K (North America,
Europe, APAC/MEA, Latin America).

Liquidity and Capital Resources, page 42

Debt, page 42

6. Please revise future filings to disclose if you were in compliance with all debt covenants
as of the most recent period presented.

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 Securit ies 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 adequacy of the disclosures they have  made.

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 respons e 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.

Patrice de Talhouët
Coty Inc.
April 7, 2015
Page 4

 You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or Anne
McConnell, Staff Accountant, at (202) 551 -3709  if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel,  at
(202) 551 -3728  or Pamela Long, Assistant Director, at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
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J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER &
SMITH

INCORPORATED

MORGAN STANLEY & CO. LLC

As Representatives of the Several Underwriters

June 10, 2013

    Re:
    Coty Inc.

Registration Statement on Form S-1

Registration File No. 333-182420

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Sir/Madam:

Pursuant to Rule 460 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
Underwriters, wish to advise you that approximately 4,583 copies of the Preliminary Prospectus included in the above-named Registration
Statement were distributed during the period from 7:00 a.m. Eastern Daylight Time, May 28, 2013 through 9:00 a.m., Eastern Daylight
Time, June 10, 2013 to underwriters, dealers, institutions and others.

We have been informed by the participating
underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 of the Act,
we hereby join in the request of Coty Inc. for acceleration of the effective date of the above-named Registration Statement so
that it becomes effective at 2:00 p.m., Eastern Daylight Time, on June 12, 2013, or as soon thereafter as practicable.

[Remainder of Page
Intentionally Blank]

Very truly yours,

J.P. MORGAN SECURITIES LLC

By: J.P. MORGAN SECURITIES
LLC

By /s/ Jill M. Woodworth

Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER &
SMITH

INCORPORATED

By: MERRILL LYNCH, PIERCE, FENNER
& SMITH

INCORPORATED

By /s/ Michele A.H. Allong

Authorized Signatory

MORGAN STANLEY & CO. LLC

By: MORGAN STANLEY & CO.
LLC

By /s/ John D. Tyree

Authorized Signatory

Acting severally on behalf of themselves and the several
Underwriters

[Signature Page to Underwriter Acceleration
Request]

CORRESP
1
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Coty Inc.

2 Park Avenue

New York, NY 10016

June 10, 2013

VIA EDGAR and FAX

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attn: Pamela Long

 Re: Coty Inc.

Registration Statement on Form S-1

File No. 333-182420

Ladies and Gentlemen:

Pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, registrant Coty Inc., a Delaware corporation (the “Company”),
respectfully requests the acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1, as amended
to the date hereof (the “Registration Statement”), so as to become effective at 2:00 p.m., Eastern Daylight Time, on
June 12, 2013 or as soon thereafter as practicable.

The Company hereby
acknowledges that:

 · should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; 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 do not hesitate to contact the
undersigned at (212) 479-4338, Andrew L. Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 or John E. Lawrence of

Ms. Pamela Long
Securities and Exchange Commission
Page 2

Gibson, Dunn & Crutcher LLP at (212) 351-3862 with any
questions or comments with respect to this letter.

Very truly yours,

Coty Inc.

By:	 /s/ Jules Kaufman

     	Jules Kaufman

     	Senior Vice President, General Counsel

     	and Secretary

 cc: Andrew L. Fabens, Gibson, Dunn & Crutcher LLP

  John E. Lawrence, Gibson, Dunn & Crutcher LLP

CORRESP
1
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May 22, 2013

VIA EDGAR

Ms. Pamela Long

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re: Coty Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed May 14, 2013

File No. 333-182420

Dear Ms. Long:

On behalf of Coty
Inc. (the “Company”), this letter supplementally provides to the staff of the Securities and Exchange Commission
a draft Capitalization table reflecting an assumed initial public offering per share price of $17.50, which is the midpoint of
the three dollar range discussed in our letter of May 20, 2013. The actual price or price range could vary based on changes to
market conditions between the date of this letter and the date when the preliminary prospectus is circulated to investors.

If you should have
any questions or would like further information with respect to this matter, please direct them to me at (212) 351-4034. Facsimile
transmissions may be sent to me at (212) 351-5237.

Very truly yours,

/s/ Andrew L. Fabens

Andrew L. Fabens

 cc: Patricia Armelin, Securities and Exchange Commission

Jessica Dickerson, Securities and Exchange Commission

Anne McConnell, Securities and Exchange Commission

Jules Kaufman, Coty Inc.

Michael Kaplan, Davis Polk & Wardwell LLP

Coty Inc. pages from draft S-1

CAPITALIZATION

The following table sets forth our cash
and cash equivalents, and our total capitalization as of March 31, 2013:

 • on an actual basis;

 • on an as adjusted basis to give effect to:

 • the impact of the initial public offering on our share-based plan award and other stock-related
activities as follows:

 • an increase in accumulated deficit of $31.1 million, net of tax, relating to the share-based award expense that we expect to
record prior to the completion of our initial public offering to reflect changes in the fair value of the share-based awards and
other share-based compensation activity as discussed in note (a) to the table below;

 • an increase in additional paid-in capital of $465.3 million as a result of the reclassification of the share-based compensation
liability of $245.3 million (reflected in Accrued expenses and other current liabilities and Other noncurrent liabilities on our
Consolidated Balance Sheets as of March 31, 2013) and redeemable common stock of $220.0 million, to reflect the transition from
liability plan accounting to equity plan accounting for our share-based plans upon completion of our initial public offering as
discussed in note (a) to the table below;

 • a reduction in cash and cash equivalents of $113.8 million, reflecting stock option exercises and common stock redemptions
that occurred in May 2013 (see Note 16, “Subsequent Events” in our Condensed Consolidated Financial Statements for
further information), as well as a corresponding reduction in accrued expenses and other current liabilities not reflected in total
capitalization;

 • a retirement of our treasury stock that occurred in April 2013 (see Note 16, “Subsequent
Events” in our Condensed Consolidated Financial Statements for further information) that resulted in a reduction of our common
stock and additional paid-in capital of $106.9; and

 • a decrease in common stock and increase in Class A and B common stock to reflect an automatic
conversion at closing of the initial public offering of our common stock held immediately prior to the offering into shares of
Class A and B common stock as discussed in note (e) to the table below.

The as adjusted information below is illustrative
only and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined
at pricing. You should read the information in this table together with our Consolidated Financial Statements and related notes
and the information set forth under the captions “Selected Consolidated Financial Data” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

Coty Inc. pages from draft S-1

    As of March 31, 2013

    Actual

    As adjusted(a)(b)

    (in millions, except per share

data)

    Cash and cash equivalents

    $
    782.9

    $
    669.1

    Debt:(c)

    Short-term debt

    $
    42.2

    $
    42.2

    Credit Facility

    1,991.3

    1,991.3

    Senior Notes

    500.0

    500.0

    Capital Lease Obligations

    0.1

    0.1

    Total Debt

    2,533.6

    2,533.6

    Redeemable common stock

    220.0

    —

    Redeemable noncontrolling interests

    114.6

    114.6

    Equity:

    Common stock, $0.01 par value, 800.0 shares authorized, 400.4 shares issued and 382.8

outstanding, actual(d); nil, as adjusted

    4.0

    —

    Class A common stock, nil, actual; $0.01 par value, 800.0 shares authorized, 72.2 shares issued and outstanding, as adjusted(d)

    —

    0.7

    Class B common stock, nil, actual; $0.01 par value, 367.8 shares authorized, 310.6 shares issued and outstanding, as adjusted(d)

    —

    3.1

    Preferred stock $0.01 par value, 20 shares authorized, nil shares issued and outstanding, actual and as adjusted

    —

    —

    Additional paid-in capital

    1,475.3

    1,833.9

    Accumulated deficit

    (160.0
    )

    (191.1
    )

    Accumulated other comprehensive loss

    (129.4
    )

    (129.4
    )

    Treasury stock

    (106.9
    )

    —

    Total Coty Inc. stockholders’ equity

    1,083.0

    1,517.2

    Noncontrolling interests

    17.9

    17.9

    Total equity

    1,100.9

    1,535.1

    Total Capitalization

    $
    3,969.1

    $
    4,183.3

 (a) The as adjusted data as of March 31, 2013 presents our cash and cash equivalents and total capitalization, and gives
effect to the transition from liability plan accounting to equity plan accounting for our share-based plans. The effect includes
the recognition of (1) share-based compensation expense of $31.1 million, net of tax, which will be recognized as an expense between
April 1, 2013 and the completion of our initial public offering under liability accounting, which reflects the change in the estimated
fair value of outstanding share-based awards based on the midpoint of the price range on the cover page of this prospectus and
other share-based compensation activity, and (2) an increase to additional paid-in capital of $465.3 million as a result of
the reclassification of the share-based compensation liability of $245.3 million and redeemable common stock of $220.0 million
to reflect the transition from liability plan accounting to equity plan accounting for our share-based plans upon completion of
our initial public offering. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies and Estimates—Share-based Compensation.”

 (b) Each $1.00 increase (decrease) in the assumed initial public offering price of $17.50 per share would increase (decrease)
each of additional paid-in capital, accumulated deficit, total stockholders’ equity and total capitalization by approximately
$14.4 million, net of tax, assuming the number of shares offered by the selling stockholders, as set forth on the cover page
of this prospectus, remains the same, and after deducting underwriting discounts and commissions.

 (c) In April 2013, we refinanced our existing Credit Agreement that was scheduled to expire on August 22, 2015. This refinancing
had no impact on our outstanding debt balances reflected in the table above. See Note 16, “Subsequent Events” in our
Condensed Consolidated Financial Statements for further information.

 (d) Our certificate of incorporation will be amended in connection with our initial public offering to provide that shares of our
common stock held immediately prior to the offering will convert automatically at the initial public offering into shares of Class
B common stock, in the case of shares held by JAB, Berkshire and Rhône, and into shares of Class A common stock, in the case
of shares held by other stockholders, in each case on a one-for-one basis. All shares of Class B common stock sold in the offering
by the selling stockholders will convert automatically into shares of Class A common stock on a one-for-one basis upon their sale
in the offering.

CORRESP
1
filename1.htm

May 20, 2013

VIA EDGAR AND HAND DELIVERY

Ms. Pamela Long

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Coty Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed May 14, 2013

File No. 333-182420

Dear Ms. Long:

On behalf of Coty
Inc. (the “Company”), this letter supplementally provides to the staff of the Securities and Exchange Commission
information regarding the estimated price range to be set forth in the preliminary prospectus circulated to investors. Based on
current market conditions, the estimated price range is expected to be a two dollar range with the bottom of the range to be no
less than $16.00 per share and a top of the range to be no more than $19.00 per share. The actual price range could vary based
on changes to market conditions between the date of this letter and the date when the preliminary prospectus is circulated to investors.
The Company confirms it will disclose a price range in the preliminary prospectus circulated to investors.

If you should have
any questions or would like further information with respect to this matter, please direct them to me at (212) 351-4034. Facsimile
transmissions may be sent to me at (212) 351-5237.

Very truly yours,

/s/ Andrew L. Fabens

Andrew L. Fabens

    cc:
    Patricia Armelin, Securities and Exchange Commission

Jessica Dickerson, Securities and Exchange Commission

Anne McConnell, Securities and Exchange Commission

Jules Kaufman, Coty Inc.

Michael Kaplan, Davis Polk & Wardwell LLP

February 8, 2013

Via E -mail
Jules Kaufman
General Counsel
Coty Inc.
2 Park Avenue
New York, NY  10016

Re: Coty Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed January 24, 2013
  File No. 333 -182420

Dear Mr. Kaufman :

We have reviewed your response letter and the amendment to your registration statement ,
and we have the following comments.

General

1. If applicable, please provide updated financial statements and related disclosures to
comply with Rule 3-12 of Regulation S -X.  Please b e advised that if you intend to seek
effectiveness before updated financial statem ents are required , you should provide a
recent developments section t o disclose and discuss your results for the recently
completed quarter ended December 31, 2012 and pr ovide pro forma discl osures related to
the dividend declared  subsequent to the  current  interim balance sheet date.

2. We note your response to comment 1 in our letter dated November 12, 2012, including
the revised disclosure on pages 22 and 111 of the 10 -K.  Please briefly describe to us the
re-exports to Syria tha t you believe may constitute violations of the U.S. Export
Administration Regulations.

Risk Factors, page 19
We may incur penalties and experience other adverse effects on our business as a result of
possible EAR violations, page 22

3. We note in the course of your internal investigation  you determined your majorit y-owned
subsidiary in the EAU may have violated anti -boycott laws.  We also note your
disclosure that if OAC determines you violated U.S. anti -boycott laws “the penalties for
these violations could be material”.  Based on your disclosures, it is not clear to us if you
believe a material loss related to violations of U.S. anti -boycott laws is remote,
reasonabl y possible or probable.  It is also not clear to us why these potential vio lations

Jules Kaufman
Coty Inc.
February 8, 2013
Page 2

 are not also discussed under  Legal Proceeding or in the notes to you r financial
statements.   Please clarify or revise.  Please be advised that if your current conclusion
regarding EAR violations on page 22 is also meant to cover the potential violations of
U.S. anti -boycott laws , you should clarify that fact.

Management’s  Discussion and Analysis of Financial Condition and Results of Operations, page
46
Financial Condition, Liquidity and Capital Resources page 75
Cash Flows, page 78

4. Please disclose and discuss the reasons for the disproportionate increase in accounts
receiv able relative to the decline in revenue that occurred during the quarter ended
September 30, 2012.

Contractual Obligations and Commitments, page 80

5. Please provide a note to your tabular presentation to disclose how you estimated the
interest on long -term debt obligations and disclose the potential impact that a fixed
change in the interest rate on your variable rate debt would have on these amounts .

Critical Accounting Policies and Estimates, page 83
Goodwill, Other Intangible Assets and Long -Lived Assets , page 84

6. We note your response s to our prior comments 12 and 14 ; however, we also note the
significant decline s in certain fair value assessments over a relatively short time frame
and the continuing significance of goodwill and intangible assets to your financial
statements .  In light of these facts, it continues to appear to us that you should  provide
additional disclosures regarding the material assumptions underlying your impairment
analyses relating to your other reporting units and intangible assets,  as well as sensitivity
analyses that disclose the potential impact of changes in those assumptions.

Consolidated Financial Statements
General

7. We note your presentation of Condensed Consolidated Statements of Comprehensive
Income in your interim financial  statements.  Please revise your financial statements for
the three years ended June 30, 2012 to reflect the retrospective adoption of the Financial
Accounting Standards Board’s Accounting Standards Update No.  2011 -05.  See FASB
ASC 220 for guidance.   Please also revise your disclosures under recent accounting
pronouncements on page F -16.

Note 3. Segment Reporting, page F -16

8. We note your response to our prior comment 21.  However, we also note the following:

Jules Kaufman
Coty Inc.
February 8, 2013
Page 3

  Your fragrance products are presented and discus sed as Designer, Celebrit y and
Lifestyle.  These classifications appear indicate  differences in focus, targeted consumers
and marketing.
 Your color cosmetic products appear to have different end uses some of which are
targeted to different areas of the bod y.
 Your skin and body care products appear to have different end uses  and recent
acquisitions in this segment have expanded your product offerings.

Based on the above, we continue to believe you should revise your disclosure s to include
revenue by product line.

You may contact Patricia Armelin, Staff Accountant , at (202) 551 -3747  or Anne
McConnell, Staff Accountant,  at (202) 551 -3709  if you have questions regarding comments on
the financial statements and related matters.  Please contact Jessica Dickerson, Staff Attorney , at
(202) 551 -3749  or me at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director

cc: Andrew L. Fabens ( via e -mail)
 Gibson, Dunn & Crutcher LLP

CORRESP
1
filename1.htm

January 31, 2013

VIA EDGAR AND HAND DELIVERY

Ms. Pamela Long

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re:
Coty Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 22, 2012

File No. 333-182420

Dear Ms. Long:

On behalf of Coty Inc. (the “Company”),
this letter supplements the previous response, dated January 23, 2010 (the “Previous Response Letter”), to your
letter, dated November 14, 2012 (the “Comment Letter”), regarding the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”), filed on June 29, 2012, as amended by Amendment No. 1 to the
Registration Statement filed on October 22, 2012 (“Amendment No. 1”).

It has come to our attention that, due
to a clerical error, the Previous Response Letter contained incorrect sales figures in its response to comment 2. This letter is
submitted to provide the following corrected information:

“On a country by country basis,
the approximate value of sales to Syria was $3,171,085 in fiscal 2011 and $3,082,318 in fiscal 2010. The approximate amount of
associated net sales with respect to Iran, Syria and Sudan from fiscal 2010 through fiscal 2012 was extremely small, representing
no more than approximately 0.2% of the Company’s total consolidated net sales in each of fiscal 2012, 2011 and 2010.”

Notwithstanding this revision, the Company
believes that its contacts with Iran, Syria and Sudan are immaterial and do not constitute a material investment risk for the Company’s
security holders from either a quantitative or a qualitative point of view.

*	*	*

If you have any questions regarding the
above, please do not hesitate to call me at (212) 351-4034.

Very truly yours,

/s/ Andrew L. Fabens

Andrew L. Fabens

cc:
Patricia Armelin, Securities and Exchange Commission

Jessica Dickerson, Securities and Exchange Commission

Anne McConnell, Securities and Exchange Commission

Jules Kaufman, Coty Inc.

Michael Kaplan, Davis Polk & Wardwell LLP

November 14, 2012

Via E -mail
Jules Kaufman
General Counsel
Coty Inc.
2 Park Avenue
New York, NY  10016

Re: Coty Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed October 22 , 2012
  File No. 333 -182420

Dear Mr. Kaufman :

We have reviewed your response letter and the amendment to your registration statement ,
and we have the following comments.

General

1. We note 2012 Euromonitor  sector capsules for the men’s grooming market in Iran from
2007 to 2011 which 1ist market share information for Coty Inc. from Adidas products.
We also note that your Form S -1 provides sales and other information for the Middle East
and Africa.  Iran and  Syria, located in the Middle East, and Sudan, located in Africa, are
identified by the State Department as state sponsors of terrorism and are subject to U.S.
economic sanctions and export controls.  We note that your Form S -1 does not provide
disclosure about these countries, but on page 20 provides a general discussion of risks
related to trade sanctions.  Please describe to us the nature and extent of your past,
current, and anticipated contacts with Iran, Syria and Sudan, whether through
subsidiaries, affiliates, resellers, distributors, or other direct or indirect arrangements.
Your response should describe any products you have provided to Iran, Syria and Sudan,
and any agreements, commercial arrangements, or other contacts you have had with the
gove rnments of those countries or entities controlled by their governments.

2. Please discuss the materiality of your contacts with Iran, Syria and Sudan described in
response to the foregoing comment and whether those contacts constitute a material
investment r isk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, add ress
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and munici pal

Jules Kaufman
Coty Inc.
November 14, 2012
Page 2

 governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Iran, Syria and Sudan.

Prospectus Summary, page 1

3. We note your response to comment four of our letter dated July 26, 2012 .  Please revise
your disclosure to state that you are “an emerging leader in beauty” rather than “the
emerging leader in beauty.”

Summary Consolidated Financial Data, page 11

Non-GAAP Financial Measures, page 12

4. We note your disclosures that you believ e your non -GAAP financial measures help in
understanding the ongoing performance of your operations separate from items that you
do not consider indicative of yo ur “core operating performance.”   Based on the nature of
certain items you exclude from your no n-GAAP financial measures, including
impairments related to brands and businesses that generate revenues, it is not clear to us
how or why you do not believe they are part of your “core operating performance .”
Please clarify or revise your disclosures.

Risk Factors, page 18

Risks related to our business, page 18

5. We note the revisions you made to certain risk factors concerning the Philosophy
acquisition and subsequent impairment charges on pages 19, 20, and 23.  Please revise
the risk factor section to separately present a risk factor that discusses the Philosophy
acquisition and subsequent impairment charges.  In this regard, please ensure that you
more fully discuss the potential that the purchase price of future acquisitions may not be
representative of the operations acquired.

Management’s Discussion and Analysis . . . , page 43

6. We note your response comment 10 of our letter dated July 26, 2012 and appreciate the
additional disclosures you have provided.  However, it continues to appear to us that y our
discussion could be further improved.  Please revise your disclosures to identify the
products and/or brands that experienced declines in revenues.  In addition, please further
quantify the impact of pricing and product mix where practicable.

Jules Kaufman
Coty Inc.
November 14, 2012
Page 3

 7. Please r evise your disclosures in MD&A and in the Business section to more fully
discuss the significance of the impairment charges related to your Philosophy assets as
well as the underlying factors that changed since the time of the acquisition that caused
these  charges.

Fiscal 2012 as Compared to Fiscal 2011 and Fiscal 2011 as Compared to Fiscal 2010, page 47

Net Revenues by Geographic Regions, page 50

8. In the last paragraph on page 50, you now reference the successful launch of an
“exclusive program” with one  of your key customers.  To the extent material, please
describe this exclusive program.

Liquidity and Capital Resources, page 63

Long -Term Debt, page 64

9. We note your response to comment 13 of our letter dated July 26, 2012, and we reissue
the comment.  Please revise your disclosure to describe the nature of the costs you were
allowed to exclude from certain covenant calculations related to your Note Purchase
Agreement.  Additionally, please disclose the acquisitions to which these costs relate.
For exa mple, are you referring to the acquisition -related costs of $18.7 in connection with
the 2011 Acquisitions that you discuss on page 58?

10. We note your response to comment 14 of our letter dated July 26, 2012.  Specifically, we
note you state that you refi nanced your Credit Agreement such that certain modifications
are reflected in the agreement as currently in effect.  However, based on your previous
disclosure, the financial covenants at issue relate to the Note Purchase Agreement rather
than the Credit A greement.  With regard to the Note Purchase Agreement, you disclose
that you obtained a waiver to exclude certain transaction and integration related costs
from certain covenant calculations through December 31, 2011.  Please clarify whether
you entered in to a subsequent amendment to your Note Purchase Agreement to include
the modifications to the financial covenants you obtained in the waiver.  Additionally,
please disclose when you expect to finish incurring transaction and integration related
costs from the specified acquisitions and whether the termination of the incurrence of
such costs will affect the financial covenants contained in your Note Purchase
Agreement.

Critical Accounting Policies, page 70

Goodwill, page 70

11. We note that, other than your Prestige - Skin & Body Care reporting unit, your reporting
units significantly exceeded their respective carrying values.  Please help us better

Jules Kaufman
Coty Inc.
November 14, 2012
Page 4

 understand what consideration you gave to circumstances that led to the impairment  of
the TJoy trademark in determining that the goodwill associated with TJoy did not need to
be tested for impairment at June 30, 2012.  Please revise your disclosure as appropriate.

12. We note your conclusion that based on the May 1, 2012 and January 1, 201 2 annual
impairment tests, the fair values of each of your reporting units significantly exceeded
their respective carrying values at those dates.  We also note that after the completion of
the May 1, 2012 impairment test, you reconsidered the projected ca sh flows within the
Prestige -Skin & Body Care reporting unit, due to lower than expected actual net revenues
in the last two months of fiscal 2012 and the beginning of fiscal 2013, as well as a delay
in anticipated cost savings programs related to Philosop hy.  In regard to your impairment
analyses, please quantify and more fully discuss the material assumptions you used at
May 1, 2012, the material assumptions you used at June 30, 2012, the declines in net
revenues that occurred during the last two months o f fiscal 2012 and the beginning of
fiscal 2013, and the anticipated delay in implementing cost savings programs.  Please
more fully explain each specific factor that resulted in this impairment in such a short
time frame.  Also, in light of this significan t impairment in such a short time frame and
due to the fact that total remaining goodwill is material to your financial statements, it
appears to us that you should provide additional disclosures regarding the material
assumptions underlying your impairmen t analyses relating to your other reporting units,
as well as sensitivity analyses that disclose the potential impact of changes in those
assumptions.

Other Intangible Assets, page 72

13. We note your response to comment 17  of our letter dated July 26, 2012 .  Please provide
us, and revise your disclosure to include, a more specific and comprehensive discussion
regarding how you determined that the Philosophy trademark continues to have an
indefinite life.  In this regard, please more fully discuss how you co nsidered economic
factors such as, but not limited to, demand, competition, the overall product life cycle and
new product offerings at both the time of the acquisition and at June 30, 2012.

14. We note your disclosures related to the intangible asset impair ment charges that you
recorded during the third and fourth quarters of fiscal 2012.  In regard to your impairment
analyses, please quantify and more fully discuss the material assumptions you used at
each date, the reductions in revenues, and the delays in  implementing cost savings
programs.  Also, in light of the significant impairments and due to the fact that total
remaining intangible assets are material to your financial statements, it appears to us that
you should provide additional disclosures regard ing the material assumptions underlying
your impairment analyses relating to other material intangible assets, as well as
sensitivity analyses that disclose the potential impact of changes in those assumptions.

Jules Kaufman
Coty Inc.
November 14, 2012
Page 5

 Common Stock Valuations, page 77

Fiscal 2 012 year -end valuation, page 78

15. Please discuss how the circumstances that led to your asset impairment charges were
considered in your valuation, including why, despite these circumstances, the fair value
of your common stock increased from the third quar ter of fiscal 2012.

Business, page 81

16. We note your response to comment 23 of our letter dated July 26, 2012.  Please provide
the information required by Item 101(d)(1)(ii) of Regulation S -K.

Description of Property, page 96

17. Please include information a bout your Geneva, Switzerland facility in the table on page
96.

Executive Compensation, page 105

Compensation Discussion and Analysis, page 105

Elements of Compensation, page 107

18. We note that with respect to your discussion of annual incentive compensation under the
APP and long -term incentive compensation awards, you provide cross -references to the
narrative disclosure to the summary compensation table.  Please consider whether this
information is better placed and more clearly presented in the  context of CD&A, as
contemplated by Item 402(b) of Regulation S -K, rather than cross -referenced to the
narrative disclosure.

Long -Term Incentive Compensation Awards, page 117

19. You state that the total number of awards available for the annual grant in fi scal 2012 was
150% of the target size.  Please disclose the total pool size for long -term incentive awards
set by the Remuneration and Nomination Committee for fiscal year 2012.  Additionally,
please disclose the target awards for each NEO.

Director Compe nsation, page 122

20. Please explain the $150,000 in fees earned by or paid in cash to Peter Harf.  In this
regard, we note your statement on page 122 that Mr. Harf was entitled to $75,000 for
fiscal 2012.

Jules Kaufman
Coty Inc.
November 14, 2012
Page 6

 Consolidated Financial Statements

Note 3. Segment R eporting, page F -16

21. We note your response to comment 44  of our letter dated July 26, 2012 .  For the purposes
of complying with ASC 280 -10-50-40, products should only be combined with others to
form a group to the extent that that they are similar.  It is unclear to us how you have
determined that all of your products within your current groups are, in fact, similar.
Please explain further or revise your disclosure as previously requested.

22. We note your response to comment 45  of our letter dated July 26, 20 12.  In order for us
to more fully understand your analysis, please provide us with copies of the reports
provided to your chief operating decision maker at June 30, 2012.  These reports should
reflect actual results and be at the lowest level of detail pr ovided to the CODM.

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

23. We note your response to comment 49  of our letter dated July 26, 2012  and appreciate
the additional information you provided.  However, it is still unclear to us how and why
you determined that a straight -line amortization method best reflects the pattern in which
the economic benefits of your customer relationships are to be used.  Please explain
further , and revise your disclosure as appropriate.

Recent Sales of Unregistered S ecurities, page II -2

24. Please disclose the value of the transactions referenced in notes 5 -7 on page II -3.  Refer
to Item 701(c) of Regulation S -K.

You may contact Patricia Armelin, Staff Accountant , at (202) 551 -3747  or Anne
McConnell, Staff Accountant,  at (202) 551 -3709  if you have questions regarding comments on
the financial statements and related matters.  Please contact Jessica Dickerson, Staff Attorney , at
(202) 551 -3749  or me at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Pamela Long

Pamela Long
Assistant Director

cc: Andrew L. Fabens ( via e -mail)
 Gibson, Dunn & Crutcher LLP

July 26, 2012

Jules Kaufman
General Counsel
Coty Inc.
2 Park Avenue
New York, NY  10016

Re: Coty Inc.
Registration Statement on Form S -1
Filed June 29, 2012
  File No. 333 -182420

Dear Mr. Kaufman :

We have reviewed your 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 information .  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 reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have omitted a price range and related information from your
prospectus.  Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.  Please understand that its
effect on disclosure throughout the document may cause us to raise issues on areas not
previously co mmented upon.  Please also ensure that you include all exhibits and other
non-430A information in your filing as soon as possible.

2. Prior to the effectiveness of your registration statement, please arrange to have FINRA
call us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 2

 Industry, Ranking and Market Data, page ii

3. Please provide us with copies of the reports citing the market data you provide
throughout the prospectus, particularly in the  “Our Market Opportunity” sections on
pages 1 and 83  (i.e., the Euromonitor report) , marked with page references support ing
your disclosures in the filing.  Please disclose whether the market, industry, and other
data you discuss in the registration statem ent represent the most recently available data
and therefore, remain reliable.  Please also disclose whether you funded or were
otherwise affiliated with any of the sources that you cite.  Further, please confirm that the
sources are widely available to th e public.  If any sources are not publicly available,
either file consents or explain to us why you are not required to do so under Rule 436 of
Regulation C and Section 7 of the Securities Act of 1933 as amended.

Prospectus Summary, page 1

4. Throughout the  prospectus, you refer to yourself as “the new emerging leader in beauty.”
You also reference your market leading positions and global positions with respect to
certain segments and brands.  Please revise these references to disclose the measure by
which you have determined that you are a leader and by which you hold different market
and global positions (e.g., market share, revenues, volume of products sold, etc.).   We
note you provide some of these disclosures on pages 88 through 91, but you highlight
these rankings and positions several times in the prospectus prior to pages 88 through 91
without context as to how they are measured.  Please provide these measures either the
first time or each time you highlight a particular ranking or position so that in vestors can
understand the meaning of the market rankings and positions as they read through the
prospectus.

Our Company, page 1

5. We note your disclosure of operating income and Adjusted Operating Income.  Please
also disclose net income during the applicable period.

Summary Consolidated Financial Data , page 9

Reconciliation of Operating Income to Adjusted Operating Income, page 11

6. In regard to note (c), please separately quantify charges related to transactions costs,
integration costs, and acqui sition accounting adjustments.  In regard to note (d), please
separately quantify charges related to the preparation for public entity reporting, the
structural reorganization in Geneva, accelerated depreciation resulting from a change in
useful life, and the buyback of certain distribution rights.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 3

 Reconciliation of Net Income Attributable to Coty Inc. to . . . , page 13

7. In regard to note (b), please help us more fully understand how you determined the
change in tax provision due to the share based comp ensation expense adjustment during
the nine months ended March 31, 2012 and how you determined the change in tax
provision due to other adjustments during the nine months ended March 31, 2012 and
2011.

8. In regard to note (e), please more fully explain how you determined these amounts, the
nature of the structural changes you have implemented, and why such changes will
reduce tax expense associated with foreign -based income.

9. In regard to note (f), please more fully explain how you determined these amounts a nd
why this transaction impacted your tax provision during each of the three years ended
June 30, 2011.

Management’s Discussion and Analysis . . . , page 39

10. We note various instances in which you discuss the fact that your results were largely
driven by new product launches.   Please more fully discuss and quantify the impact of
existing/continuing products on your results, including whether declines in
existing/continuing products offset growth from new products.   To the extent applicable,
please also sep arately discuss and quantify the impact of changes in sales pricing versus
volume.

Operating Income, pages 47 and 59

11. Please disclose and discuss changes in operating margins on a segment basis during each
period presented.

Financial Condition, page 66

Liquidity and Capital Resources, page 66

12. We note you are subject to financial covenants. Please disclose and discuss your actual
ratios/amounts relative to covenant requirements as  of each reporting date.

Long -Term Debt, page 67

13. We note your disclosur e in the second paragraph that you obtained an amendment to the
NPA that allowed you to exclude certain transaction and integration costs associated with
specified acquisitions from certain covenant calculations.  Please revise your disclosure
to describe the nature of the costs you were allowed to exclude from the covenant
calculations.  Additionally, please disclose the acquisitions to which these costs relate.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 4

 14. In the third paragraph, you state that you were in compliance with all Credit Agreement
and NPA  financial covenants, “as amended,” as of March 31, 2012 and June 30, 2011.
Given your disclosure in the second paragraph that the amendment to the NPA only
applies through the period ended December 31, 2011, please revise your statement
regarding complia nce to clarify whether you were subject to the original financial
covenants after December 31, 2011 and if so, whether you were in compliance with the
original financial covenants as of March 31, 2012 rather than the financial covenants, “as
amended.”  If you were still subject to the amended financial covenants, please revise
your disclosure to make this clear as well as to (i) disclose when the accommodation of
the amended covenants will expire, (ii) whether you think you will be in compliance with
the co venants that exist after expiration of the amended covenants, and (iii) when you
expect to finish incurring transaction and integration related costs from the “specified”
acquisitions.  In this regard, please clarify whether you expect to continue to incur  these
costs after the expiration of the amended financial covenants.

15. Given the importance of acquisitions to your business and growth strategies, the
transaction and integration costs associated with acquisitions, and your recent need to
obtain an amendm ent to the financial covenants associated with your financing
arrangements, please discuss your ability to continue pursuing acquisitions in the event
your lenders are not inclined to amend your financial covenants in the future.

Foreign Exchange Risk Man agement, page 72

16. If material please provide either the tabular presentation, sensitivity analysis, or value at
risk disclosures contemplated by Item 305 of Regulation S -K for your foreign exchange
risk.  In this regard, we note your statement that you experience fluctuations in net
income as a result of transaction gains or losses related to your foreign exchange risk.

Critical Accounting Policies, page 73

Goodwill, Other Intangible Assets and Long -Lived Assets, page 74

17. Please include a more specific  and comprehensive discussion of the underlying reasons
for the impairment charges you recorded on the TJoy and Philosophy trademarks.  Please
disclose the remaining carrying values of each of these trademarks, as well as the
carrying values for any other material trademarks, as of the most recent balance sheet
date.  In addition, please help us better understand, and clarify in your filing, how and
why you determined these trademarks continue to have indefinite lives.

18. We note you changed the date you will  test goodwill and other indefinite -lived intangible
assets for impairment on an annual basis.   As a change in the annual testing date is not
contemplated by ASC 350 -20-35, it appears to us this is a change in accounting principle
in accordance with ASC 25 0-10-45-1–45-16.  In your updated financial statements,
please provide the disclosures required by ASC 250 -10-50-1.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 5

 Common Stock Valuations, page 79

19. Please note we may have further comments after your IPO price is disclosed.

Income Taxes, page 81

20. We note your statement that it is your intention to permanently reinvest undistributed
earnings and income from your foreign operations.  Please more fully explain why you
repatriated earnings and profits in recent years, including when you decided to repatri ate
these amounts and what circumstance made each repatriation necessary.

Business, page 83

21. We note disclosure regarding business structure realignment programs on page s 51 and
63 in MD&A , although it is not clear from those discussions exactly what thes e programs
entail .  Please tell us what consideration you have given to discussing these programs in
the context of the development of your business.  Please see Item 101(a)(1) of Regulation
S-K.

22. Please disclose financial information by segment for the la st three fiscal years, or include
a cross reference to the information in the financial statements, as required by Item
101(b) of Regulation S -K.

23. Please disclose financial information about geographic areas for the last three fiscal
years, or include a cr oss reference to the information in the financial statements, as
required by Item 101(d) of Regulation S -K.

24. Please state for each of the last three fiscal years the amount or percentage of total
revenue contributed by each of your three classes of product s.  Please see Item
101(c)(1)(i) of Regulation S -K.

25. Please elaborate on your practices relating to working capital items, as required by Item
101(c)(1)(vi) of Regulation S -K.  In this regard, we note  that you are focused on
“effective working capital man agement” (page 87) and that your working capital
requirements “experience variability” during the three to six months preceding the
holiday period (page 97).

Our History, page 84

26. Please provide additional details on the material terms of your significant  acquisitions in
2011, including the form and amount of consideration, and any other material terms of
those transactions.  Please also tell us what consideration you have given to including
acquisition agreements for, in particular, OPI and philosophy as exhibits to the
registration statement.

Jules Kaufman
Coty Inc.
July 26, 2012
Page 6

 Our Competitive Strengths, page 84

Skilled acquirer, page 86

27. You characterize the OPI brand as “a bridge between nail color, fashion houses,
celebrities and entertainment franchises.”  Please clarify the meaning of  this statement.

Our Strategy, page 86

28. You state that you target net revenue growth that outperforms the industry average.
Please clarify whether your revenue growth actually outperforms the industry average.

Our Brands, page 88

29. Please clarify whether  you license each of your power brands.  We note that in several,
but not all instances, you refer to having license agreements for those brands.

Intellectual Property, page 95

30. We note the significance of certain brands and license agreements to your bus iness.
Please provide more specific disclosures regarding the terms and expiration dates of each
material license agreement.

Management, page 99

Director Independence, page 105

31. We note your statement that you have chosen not to comply with certain dire ctor
independence requirements.  However, you should still identify each director that is
independent.  We note you disclose that the directors on your two standing committees,
with the exception of Mr. Harf, are independent, but the committees do not comp rise all
of your directors.  Refer to Item 11(n) of Form S -1 and Item 407(a) of Regulation S -K.

Executive Compensation, page 107

Compensation Discussion and Analysis, page 107

Executive Summary, page 107

Use of Peer Data, page 109

32. Please clarify how y ou consider the compensation practices of your peer group.
Specifically, please clarify whether you benchmark elements or total compensation to
that of the peer group.  In this regard, we note (i) on page 108, you disclose that the

Jules Kaufman
Coty Inc.
July 26, 2012
Page 7

 Remuneration and Nomina tion Committee “reviews and approves the criteria and sources
for benchmarking,” (ii) on page 111, you state that performance target levels are
benchmarked against selected peer companies, (iii) on page 112, you state that target
awards were reviewed again st the practices of your peer group, and (iv) on page 113, you
state that target total long term compensation awards are consistent with the target
median of comparable executive positions in your peer group.  If you engage in
benchmarking compensation to that of the peer group, please disclose where you
benchmark compensation relative to the peer group as well as how actual compensation
compares to the peer group.  Refer to Item 402(b)(2)(xiv) of Regulation S -K and
Question 118.05 of our Regulation S -K Com pliance and Disclosure Interpretations.

Elements of Compensation, page 110

Annual Incentive Compensation Awards, page 110

33. You state that target APP awards for each NEO in fiscal 2011 ranged from 50% to 120%.
If applicable, when providing the compensati on discussion and analysis for fiscal 2012,
please clarify whether you mean that target APP awards ranged from 50% to 120% of
each NEO’s base salary.  Additionally, please disclose each NEO’s target APP award.

Coty Inc. Fiscal 2011 Targets, page 111

34. When  providing the compensation discussion and analysis for fiscal 2012, please disclose
the performance target levels as well as how actual results compared to the performance
target levels.  This comment also applies to the individual factor on page 112 and the
long-term incentive plan on page 113.

Long -Term Incentive Plan, page 113

35. You state that the grant amount of IPO Units and the participants in the grant were based
on grants made by companies comparable to you prior to such companies’ initial public
offerings.  Please disclose how your grant of IPO Units compares to the grants made by
the other companies.

Other Benefits and Perquisites, page 114

Perquisites, page 114

36. We note your statement that all perquisites valued at least $25,000 or at least 10%  of the
total amount of perquisites and personal benefits is included in the Summary
Compensation Table.  Please ensure that you disclose perquisites and other personal
benefits when the aggregate value exceeds $10,000 in the Summary Compensation Table.
Refe