UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED		~~MARCH 31,~~SEPTEMBER 30, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER		001-35964

COTY INC.

(Exact name of registrant as specified in its charter)


Delaware		13-3823358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

350 Fifth Avenue,
New York,	NY	10118
(Address of principal executive offices)		(Zip Code)

(212) 389-7300

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	COTY	New York Stock Exchange

At ~~April 30,~~October 31, 2023, ~~852,796,812~~891,671,042 shares of the registrant’s Class A Common Stock, $0.01 par value, were outstanding.

COTY INC.

INDEX TO FORM 10-Q


		Page
Part I:	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations for the three ~~and~~ ~~nine~~months ended ~~Mar~~ch ~~31, 202~~3 September 30, 2023 and ~~202~~22022	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and~~ ~~nine~~months ~~months~~ ended ~~March~~September 30 ~~31, 202~~3 , 2023 and ~~202~~22022	2
	Condensed Consolidated Balance Sheets as of ~~March~~ ~~31, 202~~3 September 30, 2023 and June 30, ~~2022~~2023	3
	Condensed Consolidated Statements of Equity for the three ~~and~~ ~~nine~~months ended September ~~months ended~~30 ~~March~~ ~~31, 202~~3 , 2023 and ~~202~~22022	4
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~th ree months ended ~~March~~September 30 ~~31, 202~~3 , 2023 and ~~202~~22022	86
	Notes to Condensed Consolidated Financial Statements	108

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3430
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5746
Item 4.	Controls and Procedures	5846

Part II:	OTHER INFORMATION
Item 1.	Legal Proceedings	5847
Item 1A.	Risk Factors	5847
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5847
Item 5.	Other Information	47
Item 6.	Exhibits	5948

Signatures		6050

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022
Net revenues	Net revenues	$	1,288.9	$	1,186.2	$	4,202.5	$	4,136.1	Net revenues	$	1,641.4	$	1,390.0
Cost of sales	Cost of sales	478.1		423.1		1,504.7		1,489.0		Cost of sales	599.5		501.3
Gross profit	Gross profit	810.8		763.1		2,697.8		2,647.1		Gross profit	1,041.9		888.7
Selling, general and administrative expenses	Selling, general and administrative expenses	720.4		659.3		2,145.4		2,154.5		Selling, general and administrative expenses	767.4		670.7
Amortization expense	Amortization expense	48.2		50.2		143.1		158.6		Amortization expense	48.6		47.3
Restructuring costs	Restructuring costs	(1.3)		(6.8)		(5.4)		1.5		Restructuring costs	28.4		(1.2)
Acquisition- and divestiture-related costs		—		3.3		—		14.2

Operating income	Operating income	43.5		57.1		414.7		318.3		Operating income	197.5		171.9
Interest expense, net	Interest expense, net	58.8		62.9		185.7		183.6		Interest expense, net	69.8		65.9
Other income, net		(156.9)		(60.6)		(397.0)		(572.9)
Income from continuing operations before income taxes		141.6		54.8		626.0		707.6
Provision for income taxes on continuing operations		29.8		0.5		138.3		164.5
Net income from continuing operations		111.8		54.3		487.7		543.1
Net income from discontinued operations		—		0.7		—		4.5
Other expense (income), net										Other expense (income), net	76.6		(98.2)
Income before income taxes										Income before income taxes	51.1		204.2
Provision for income taxes										Provision for income taxes	40.9		69.7

Net income	Net income	111.8		55.0		487.7		547.6		Net income	10.2		134.5
Net income (loss) attributable to noncontrolling interests		1.0		(0.9)		(0.4)		(2.3)
Net income attributable to noncontrolling interests										Net income attributable to noncontrolling interests	1.1		—
Net income attributable to redeemable noncontrolling interests	Net income attributable to redeemable noncontrolling interests	2.4		2.3		12.8		8.9		Net income attributable to redeemable noncontrolling interests	7.5		5.9
Net income attributable to Coty Inc.	Net income attributable to Coty Inc.	$	108.4	$	53.6	$	475.3	$	541.0	Net income attributable to Coty Inc.	$	1.6	$	128.6
Amounts attributable to Coty Inc.	Amounts attributable to Coty Inc.									Amounts attributable to Coty Inc.
Net income from continuing operations		108.4		52.9		475.3		536.5
Net income attributable to Coty Inc.										Net income attributable to Coty Inc.	1.6		128.6
Convertible Series B Preferred Stock dividends	Convertible Series B Preferred Stock dividends	(3.3)		(3.3)		(9.9)		(195.0)		Convertible Series B Preferred Stock dividends	(3.3)		(3.3)
Net income from continuing operations attributable to common stockholders		105.1		49.6		465.4		341.5
Net income from discontinued operations		—		0.7		—		4.5
Net income attributable to common stockholders		$	105.1	$	50.3	$	465.4	$	346.0

Net (loss) income attributable to common stockholders										Net (loss) income attributable to common stockholders	$	(1.7)	$	125.3

Earnings per common share:	Earnings per common share:									Earnings per common share:
Earnings from continuing operations per common share - basic		$	0.12	$	0.06	$	0.55	$	0.42
Earnings from continuing operations per common share - diluted		0.12		0.06		0.54		0.42

Earnings per common share - basic	Earnings per common share - basic	0.12		0.06		0.55		0.42		Earnings per common share - basic	$	—	$	0.15
Earnings per common share - diluted	Earnings per common share - diluted	0.12		0.06		0.54		0.42		Earnings per common share - diluted	—		0.15
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	851.6		838.4		848.1		814.8		Basic	854.3		842.0
Diluted	Diluted	865.2		852.9		885.8		827.5		Diluted	854.3		882.2

See notes to Condensed Consolidated Financial Statements.

Table of Contents

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022
Net income	Net income	$	111.8	$	55.0	$	487.7	$	547.6	Net income	$	10.2	$	134.5
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustment	Foreign currency translation adjustment	80.8		35.4		35.7		(215.4)		Foreign currency translation adjustment	(114.5)		(264.1)
Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $0.9 and $(0.8), and $1.6 and $(4.2) during the three and nine months ended, respectively		(2.1)		4.6		(5.1)		14.5
Pension and other post-employment benefits adjustment, net of tax of $0.4 and $(0.6), and $0.4 and $(0.6) during the three and nine months ended, respectively		(0.6)		(0.2)		(2.3)		2.1
Total other comprehensive income (loss), net of tax		78.1		39.8		28.3		(198.8)
Comprehensive income		189.9		94.8		516.0		348.8
Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $(0.7) and $(0.5) during the three months ended, respectively										Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $(0.7) and $(0.5) during the three months ended, respectively	1.5		0.9
Pension and other post-employment benefits adjustment, net of tax of $0.9 and $0.8 during the three months ended, respectively										Pension and other post-employment benefits adjustment, net of tax of $0.9 and $0.8 during the three months ended, respectively	(2.1)		(3.2)
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax	(115.1)		(266.4)
Comprehensive loss										Comprehensive loss	(104.9)		(131.9)
Comprehensive income attributable to noncontrolling interests:	Comprehensive income attributable to noncontrolling interests:									Comprehensive income attributable to noncontrolling interests:
Net income (loss)		1.0		(0.9)		(0.4)		(2.3)
Foreign currency translation adjustment		(0.2)		(0.1)		0.1		(0.4)
Total comprehensive income (loss) attributable to noncontrolling interests		0.8		(1.0)		(0.3)		(2.7)
Net income										Net income	1.1		—

Total comprehensive income attributable to noncontrolling interests										Total comprehensive income attributable to noncontrolling interests	1.1		—
Comprehensive income attributable to redeemable noncontrolling interests:	Comprehensive income attributable to redeemable noncontrolling interests:									Comprehensive income attributable to redeemable noncontrolling interests:
Net income	Net income	2.4		2.3		12.8		8.9		Net income	7.5		5.9
Foreign currency translation adjustment	Foreign currency translation adjustment	—		—		0.1		—		Foreign currency translation adjustment	(0.1)		(0.2)
Total comprehensive income attributable to noncontrolling interests	Total comprehensive income attributable to noncontrolling interests	2.4		2.3		12.9		8.9		Total comprehensive income attributable to noncontrolling interests	7.4		5.7
Comprehensive income attributable to Coty Inc.		$	186.7	$	93.5	$	503.4	$	342.6
Comprehensive loss attributable to Coty Inc.										Comprehensive loss attributable to Coty Inc.	$	(113.4)	$	(137.6)

See notes to Condensed Consolidated Financial Statements.

Table of Contents

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

(Unaudited)


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	245.0	$	233.3	Cash and cash equivalents	$	280.0	$	246.9
Restricted cash	Restricted cash	32.0		30.5		Restricted cash	37.7		36.9
Trade receivables—less allowances of $32.7 and $53.4, respectively		400.8		364.6
Trade receivables—less allowances of $23.5 and $23.2, respectively						Trade receivables—less allowances of $23.5 and $23.2, respectively	534.9		360.9
Inventories	Inventories	798.1		661.5		Inventories	845.4		853.4
Prepaid expenses and other current assets	Prepaid expenses and other current assets	438.6		392.0		Prepaid expenses and other current assets	545.5		553.6

Total current assets	Total current assets	1,914.5		1,681.9		Total current assets	2,243.5		2,051.7
Property and equipment, net	Property and equipment, net	697.2		715.5		Property and equipment, net	689.5		712.9
Goodwill	Goodwill	3,974.4		3,914.7		Goodwill	3,927.5		3,987.9
Other intangible assets, net	Other intangible assets, net	3,853.1		3,902.8		Other intangible assets, net	3,688.4		3,798.0
Equity investments	Equity investments	1,049.8		842.6		Equity investments	1,072.1		1,068.9
Operating lease right-of-use assets	Operating lease right-of-use assets	289.6		320.9		Operating lease right-of-use assets	281.1		286.7
Deferred income taxes	Deferred income taxes	638.2		651.8		Deferred income taxes	571.2		589.9
Other noncurrent assets	Other noncurrent assets	288.7		85.9		Other noncurrent assets	143.6		165.6
TOTAL ASSETS	TOTAL ASSETS	$	12,705.5	$	12,116.1	TOTAL ASSETS	$	12,616.9	$	12,661.6
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY					LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,407.7	$	1,268.3	Accounts payable	$	1,375.4	$	1,444.7
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	1,105.4		1,097.1		Accrued expenses and other current liabilities	1,227.0		1,042.0

Short-term debt and current portion of long-term debt	Short-term debt and current portion of long-term debt	68.3		23.0		Short-term debt and current portion of long-term debt	40.8		57.9
Current operating lease liabilities	Current operating lease liabilities	61.1		67.8		Current operating lease liabilities	59.9		65.6
Income and other taxes payable	Income and other taxes payable	114.8		109.4		Income and other taxes payable	125.0		126.6

Total current liabilities	Total current liabilities	2,757.3		2,565.6		Total current liabilities	2,828.1		2,736.8
Long-term debt, net	Long-term debt, net	4,225.0		4,409.1		Long-term debt, net	4,095.4		4,178.2
Long-term operating lease liabilities	Long-term operating lease liabilities	254.4		282.2		Long-term operating lease liabilities	244.3		247.5
Pension and other post-employment benefits	Pension and other post-employment benefits	300.5		292.2		Pension and other post-employment benefits	273.0		280.7
Deferred income taxes	Deferred income taxes	730.7		669.0		Deferred income taxes	682.9		659.7
Other noncurrent liabilities	Other noncurrent liabilities	301.1		340.0		Other noncurrent liabilities	343.5		325.4
Total liabilities	Total liabilities	8,569.0		8,558.1		Total liabilities	8,467.2		8,428.3
COMMITMENTS AND CONTINGENCIES (See Note 19)
CONVERTIBLE SERIES B PREFERRED STOCK, $0.01 par value; 1.0 shares authorized; 0.1 and 0.1 issued and outstanding at March 31, 2023 and June 30, 2022, respectively		142.4		142.4
COMMITMENTS AND CONTINGENCIES (See Note 17)						COMMITMENTS AND CONTINGENCIES (See Note 17)
CONVERTIBLE SERIES B PREFERRED STOCK, $0.01 par value; 1.0 shares authorized; 0.1 and 0.1 issued and outstanding at September 30, 2023 and June 30, 2023, respectively						CONVERTIBLE SERIES B PREFERRED STOCK, $0.01 par value; 1.0 shares authorized; 0.1 and 0.1 issued and outstanding at September 30, 2023 and June 30, 2023, respectively	142.4		142.4
REDEEMABLE NONCONTROLLING INTERESTS	REDEEMABLE NONCONTROLLING INTERESTS	69.1		69.8		REDEEMABLE NONCONTROLLING INTERESTS	98.6		93.5
EQUITY:	EQUITY:					EQUITY:
Preferred Stock, $0.01 par value; 20.0 shares authorized, 1.5 issued and outstanding at March 31, 2023 and June 30, 2022		—		—
Class A Common Stock, $0.01 par value; 1,250.0 shares authorized, 919.1 and 905.5 issued and 852.7 and 839.2 outstanding at March 31, 2023 and June 30, 2022, respectively		9.1		9.0
Preferred Stock, $0.01 par value; 20.0 shares authorized, 1.0 issued and outstanding at September 30, 2023 and June 30, 2023						Preferred Stock, $0.01 par value; 20.0 shares authorized, 1.0 issued and outstanding at September 30, 2023 and June 30, 2023	—		—
Class A Common Stock, $0.01 par value; 1,250.0 shares authorized, 954.5 and 919.3 issued and 888.0 and 852.8 outstanding at September 30, 2023 and June 30, 2023, respectively						Class A Common Stock, $0.01 par value; 1,250.0 shares authorized, 954.5 and 919.3 issued and 888.0 and 852.8 outstanding at September 30, 2023 and June 30, 2023, respectively	9.5		9.1
Stock to be issued						Stock to be issued	31.5		—
Additional paid-in capital	Additional paid-in capital	10,885.4		10,805.8		Additional paid-in capital	11,238.8		10,898.6
Receivable from sale of stock						Receivable from sale of stock	(348.5)		—
Accumulated deficit	Accumulated deficit	(5,020.8)		(5,496.1)		Accumulated deficit	(4,986.3)		(4,987.9)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(689.8)		(717.9)		Accumulated other comprehensive loss	(777.4)		(662.4)
Treasury stock—at cost, shares: 66.4 and 66.3 at March 31, 2023 and June 30, 2022, respectively		(1,446.3)		(1,446.3)
Treasury stock—at cost, shares: 66.5 and 66.5 at September 30, 2023 and June 30, 2023, respectively						Treasury stock—at cost, shares: 66.5 and 66.5 at September 30, 2023 and June 30, 2023, respectively	(1,446.3)		(1,446.3)
Total Coty Inc. stockholders’ equity	Total Coty Inc. stockholders’ equity	3,737.6		3,154.5		Total Coty Inc. stockholders’ equity	3,721.3		3,811.1
Noncontrolling interests	Noncontrolling interests	187.4		191.3		Noncontrolling interests	187.4		186.3
Total equity	Total equity	3,925.0		3,345.8		Total equity	3,908.7		3,997.4
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	12,705.5	$	12,116.1	TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	12,616.9	$	12,661.6

See notes to Condensed Consolidated Financial Statements.

Table of Contents

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three ~~and Nine~~ Months Ended ~~March 31,~~September 30, 2023

(In millions, except per share data)

(Unaudited)


	Preferred Stock			Class A Common Stock			Stock to be issued		Additional Paid-in Capital		Receivable from sale of stock		(Accumulated Deficit)		Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Total Coty Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests		Convertible Series B Preferred Stock
	Shares	Amount		Shares	Amount												Shares	Amount
BALANCE—July 1, 2023	1.0	$	—	919.3	$	9.1	$	—	$	10,898.6	$	—	$	(4,987.9)	$	(662.4)	66.5	$	(1,446.3)	$	3,811.1	$	186.3	$	3,997.4	$	93.5	$	142.4



Issuance of common stock in connection with global offering, net of offering costs				30.0	0.3		31.5		311.2		(348.5)									(5.5)				(5.5)
Exercise of employee stock options and restricted stock units				5.2	0.1				(0.1)											—				—
Shares withheld for employee taxes									(0.8)											(0.8)				(0.8)
Share-based compensation expense									30.2											30.2				30.2
Equity Investment contribution for share-based compensation									0.7											0.7				0.7
Changes in dividends accrued									—											—				—




Dividends Accrued - Convertible Series B Preferred Stock									(3.3)											(3.3)				(3.3)				3.3


Dividends Paid - Convertible Series B Preferred Stock																				—				—				(3.3)
Net income													1.6							1.6		1.1		2.7		7.5
Other comprehensive loss															(115.0)					(115.0)		—		(115.0)		(0.1)



Adjustment of redeemable noncontrolling interests to redemption value									2.3											2.3				2.3		(2.3)
BALANCE—September 30, 2023	1.0	$	—	954.5	$	9.5	$	31.5	$	11,238.8	$	(348.5)	$	(4,986.3)	$	(777.4)	66.5	$	(1,446.3)	$	3,721.3	$	187.4	$	3,908.7	$	98.6	$	142.4

See notes to Condensed Consolidated Financial Statements.

Table of Contents

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended September 30, 2022

(In millions, except per share data)

(Unaudited)
Preferred Stock Class A
Common Stock Additional
Paid-in Capital (Accumulated Deficit) Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Coty Inc.
Stockholders’ Equity Noncontrolling Interests Total Equity Redeemable
Noncontrolling Interests Convertible Series B Preferred Stock
Shares Amount Shares Amount Shares Amount
BALANCE—July 1, 2022 1.5 $ — 905.5 $ 9.0 $ 10,805.8 $ (5,496.1) $ (717.9) 66.3 $ (1,446.3) $ 3,154.5 $ 191.3 $ 3,345.8 $ 69.8 $ 142.4
Reacquired Class A Common Stock for employee taxes 0.1 — —
Exercise of employee stock options and restricted stock units 10.2 — — —
Shares withheld for employee taxes (1.1) (1.1) (1.1)
Share-based compensation expense 31.4 31.4 31.4
Dividends accrued- Convertible Series B Preferred Stock (3.3) (3.3) (3.3) 3.3
Dividends paid - Convertible Series B Preferred Stock — — (3.3)
Net (loss) income 128.6 128.6 — 128.6 5.9
Other comprehensive loss (266.2) (266.2) — (266.2) (0.2)
Adjustment of redeemable noncontrolling interests to redemption value 6.2 6.2 6.2 (6.2)
Equity investment contribution for share-based compensation 1.7 1.7 1.7
BALANCE—September 30, 2022 1.5 $ — 915.7 $ 9.0 $ 10,840.7 $ (5,367.5) $ (984.1) 66.4 $ (1,446.3) $ 3,051.8 $ 191.3 $ 3,243.1 $ 69.3 $ 142.4
Exercise of employee stock options and restricted stock units 3.2 0.1 (0.1) — —
Shares withheld for employee taxes (10.5) (10.5) (10.5)
Share-based compensation expense 33.6 33.6 33.6
Changes in dividends accrued 0.1 0.1 0.1
Dividends accrued- Convertible Series B Preferred Stock (3.3) (3.3) (3.3) 3.3
Dividends paid - Convertible Series B Preferred Stock — — (3.3)
Net income (loss) 238.3 238.3 (1.4) 236.9 4.5
Other comprehensive loss 216.0 216.0 0.3 216.3 0.3
Adjustment of redeemable noncontrolling interests to redemption value 4.4 4.4 4.4 (4.4)
Equity investment contribution for share-based compensation 1.0 1.0 1.0
BALANCE—December 31, 2022 1.5 $ — 918.9 $ 9.1 $ 10,865.9 $ (5,129.2) $ (768.1) 66.4 $ (1,446.3) $ 3,531.4 $ 190.2 $ 3,721.6 $ 69.7 $ 142.4
Exercise of employee stock options and restricted stock units 0.2 — — — —
Shares withheld for employee taxes (0.2) (0.2) (0.2)
Share-based compensation expense 32.7 32.7 32.7
Dividends accrued- Convertible Series B Preferred Stock (3.3) (3.3) (3.3) 3.3
Dividends paid - Convertible Series B Preferred Stock — — — (3.3)

~~Table of Contents~~


		Preferred Stock			Class A Common Stock			Additional Paid-in Capital			(Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Total Coty Inc. Stockholders’ Equity			Noncontrolling Interests						Total Equity					Redeemable Noncontrolling Interests					Convertible Series B Preferred Stock				Preferred Stock						Class A Common Stock					Additional Paid-in Capital			(Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income			Treasury Stock				Total Coty Inc. Stockholders’ Equity			Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests		Convertible Series B Preferred Stock
		Shares	Amount		Shares	Amount							Shares			Amount											Shares								Amount								Shares			Amount					Shares						Amount
Net income (loss)													108.4								108.4				1.0							109.4					2.4

BALANCE—July 1, 2022																								BALANCE—July 1, 2022		1.5					$	—				905.5					$	9.0		$	10,805.8		$	(5,496.1)	$	(717.9)		66.3			$	(1,446.3)		$	3,154.5		$	191.3	$	3,345.8	$	69.8		$	142.4

Reacquired Class A Common Stock for employee taxes																								Reacquired Class A Common Stock for employee taxes																												0.1						—					—
Exercise of employee stock options and restricted stock units																								Exercise of employee stock options and restricted stock units												10.2					—																	—					—
Shares withheld for employee taxes																								Shares withheld for employee taxes																				(1.1)														(1.1)					(1.1)
Share-based compensation expense																								Share-based compensation expense																				31.4														31.4					31.4

Dividends accrued- Convertible Series B Preferred Stock																								Dividends accrued- Convertible Series B Preferred Stock																				(3.3)														(3.3)					(3.3)					3.3
Dividends paid - Convertible Series B Preferred Stock																								Dividends paid - Convertible Series B Preferred Stock																																		—					—					(3.3)
Net (loss) income																								Net (loss) income																							128.6											128.6			—		128.6		5.9
Other comprehensive loss	Other comprehensive loss													78.3							78.3				(0.2)					78.1					—								Other comprehensive loss																	(266.2)							(266.2)			—		(266.2)		(0.2)
Distribution to noncontrolling interests, net																			—			(3.6)						(3.6)					(13.8)

Adjustment of redeemable noncontrolling interests to redemption value	Adjustment of redeemable noncontrolling interests to redemption value									(10.8)											(10.8)									(10.8)					10.8								Adjustment of redeemable noncontrolling interests to redemption value											6.2													6.2					6.2		(6.2)
Equity investment contribution for share-based compensation	Equity investment contribution for share-based compensation							1.1											1.1									1.1												Equity investment contribution for share-based compensation													1.7													1.7					1.7
BALANCE—September 30, 2022																								BALANCE—September 30, 2022		1.5					$	—				915.7					$	9.0		$	10,840.7		$	(5,367.5)	$	(984.1)		66.4			$	(1,446.3)		$	3,051.8		$	191.3	$	3,243.1	$	69.3		$	142.4

BALANCE—March 31, 2023		1.5	$	—	919.1	$	9.1	$	10,885.4		$	(5,020.8)		$	(689.8)	66.4	$	(1,446.3)	$	3,737.6		$	187.4					$	3,925.0				$	69.1				$	142.4

See notes to Condensed Consolidated Financial Statements.

Table of Contents

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~EQUITY~~

~~For the Three and Nine Months Ended March 31, 2022~~CASH FLOWS

(In ~~millions, except per share data)~~millions)

(Unaudited)


	Three Months Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	10.2	$	134.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	106.8		106.6
Non-cash lease expense	15.8		16.0
Deferred income taxes	22.8		59.5
Provisions (releases) for bad debts	1.0		(3.3)
Provision for pension and other post-employment benefits	2.5		2.3
Share-based compensation	29.7		31.1
(Gains) losses on disposals of long-term assets, net	(1.0)		2.4





Realized and unrealized gains from equity investments, net	(3.2)		(134.1)
Foreign exchange effects	8.2		3.8

Unrealized losses on forward repurchase contracts, net	65.4		45.2
Other	11.5		10.5
Change in operating assets and liabilities
Trade receivables	(190.8)		(133.8)
Inventories	(9.9)		(42.1)
Prepaid expenses and other current assets	(47.4)		(58.4)
Accounts payable	(22.4)		50.6
Accrued expenses and other current liabilities	183.8		119.1
Operating lease liabilities	(16.0)		(18.0)
Income and other taxes payable	10.3		10.4
Other noncurrent assets	(9.4)		(20.4)
Other noncurrent liabilities	18.3		(18.7)
Net cash provided by operating activities	186.2		163.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(62.2)		(75.0)









Net cash used in investing activities	(62.2)		(75.0)
CASH FLOWS FROM FINANCING ACTIVITIES:



Proceeds from revolving loan facilities	834.0		220.7
Repayments of revolving loan facilities	(962.0)		(208.9)
Proceeds from issuance of other long-term debt	1,284.3		—
Repayments of term loans and other long-term debt	(1,186.6)		(5.6)
Dividend payments on Class A Common Stock and Class B Preferred Stock	(3.3)		(3.6)





Net payments of foreign currency contracts	(4.0)		(89.5)

Payments related to forward repurchase contracts	(3.9)		—



Payment of deferred financing fees	(36.0)		—
All other	(1.1)		(0.9)
Net cash used in financing activities	(78.6)		(87.8)
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(11.5)		(13.1)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	33.9		(12.7)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	283.8		263.8
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	317.7	$	251.1

Table of Contents

Preferred Stock
Class A
Common Stock
Additional
Paid-in Capital
(Accumulated Deficit) Accumulated Other Comprehensive (Loss) Income Treasury Stock
Total Coty Inc.
Stockholders’ Equity
Noncontrolling Interests Total Equity
Redeemable
Noncontrolling Interests
Convertible Series B Preferred Stock
Shares Amount Shares Amount Shares Amount
Exercise of employee stock options and restricted stock units (48.2) — —
Shares withheld for employee taxes (7.1) (7.1) (7.1)
Share-based compensation expense 26.9 26.9 26.9
Equity Investment contribution for share-based compensation (3.0) (3.0) (3.0)
Changes in dividends accrued 0.2 0.2 0.2
Dividends declared - Cash and Other — — —
Dividends ($0.125 per common share) — — —
Conversion of Convertible Series B Preferred Stock 69.9 0.2 121.4 121.6 121.6 (121.6)
Exchange Transaction — — (212.7)
Dividends Accrued - Convertible Series B Preferred Stock (5.9) (5.9) (5.9) 5.9
Deemed Dividends - Conversion of Convertible Series B Preferred Stock (0.8) (0.8) (0.8) 0.8
Deemed Dividends - Redemption of Convertible Series B Preferred Stock (66.4) (66.4) (66.4) 66.4
Deemed Contributions - Convertible Series B Preferred Stock 4.4 4.4 4.4 (4.4)
Dividends Paid - Convertible Series B Preferred Stock — — (45.7)
Net income (loss) 261.4 261.4 (0.9) 260.5 3.2
Other comprehensive income (100.3) (100.3) (0.1) (100.4)
Distribution to noncontrolling interests, net — (2.7) (2.7) (5.8)
Adjustment of redeemable noncontrolling interests to redemption value (2.9) (2.9) (2.9) 2.9
BALANCE—December 31, 2021 1.5 $ — 905.0 $ 9.0 $ 10,737.2 $ (5,268.2) $ (560.2) 66.3 $ (1,446.3) $ 3,471.5 $ 197.1 $ 3,668.6 $ 83.7 $ 142.4
Exercise of employee stock options and restricted stock units 0.5 — — — —
Shares withheld for employee taxes (0.7) (0.7) (0.7)
Share-based compensation expense 29.1 29.1 29.1
Equity Investment contribution for share-based compensation 1.0 1.0 1.0
Changes in dividends accrued 0.1 0.1 0.1
Dividends Accrued - Convertible Series B Preferred Stock (3.3) (3.3) (3.3) 3.3
Dividends Paid - Convertible Series B Preferred Stock — — — (3.3)
Net income (loss) 53.6 53.6 (0.9) 52.7 2.3
Other comprehensive income 39.9 39.9 (0.1) 39.8
Distribution to noncontrolling interests, net — (1.9) (1.9) (6.6)
Adjustment of redeemable noncontrolling interests to redemption value 7.5 7.5 7.5 (7.5)
BALANCE—March 31, 2022 1.5 $ — 905.5 $ 9.0 $ 10,770.9 $ (5,214.6) $ (520.3) 66.3 $ (1,446.3) $ 3,598.7 $ 194.2 $ 3,792.9 $ 71.9 $ 142.4


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for interest	$	35.4	$	32.9

Net cash paid for income taxes	16.1		5.6
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditure additions	$	85.1	$	60.5
Receivable from issuance of common stock, net of offering costs	343.0		—

See notes to Condensed Consolidated Financial Statements.

~~Table of Contents~~

~~COTY INC. & SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In millions)~~

~~(Unaudited)~~

Nine Months Ended
March 31,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 487.7 $ 547.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 317.8 389.5
Non-cash lease expense 48.0 55.6
Deferred income taxes 89.3 48.6
(Releases) provision for bad debts (12.8) 2.6
Provision for pension and other post-employment benefits 6.9 11.9
Share-based compensation 98.9 164.3
Losses (gains) on disposals of long-term assets, net 4.9 (111.1)
Gain on sale of business in discontinued operations — (6.1)
Realized and unrealized gains from equity investments, net (207.2) (576.7)
Foreign exchange effects 27.5 1.0
Deferred financing fees write-offs 0.8 3.8
Unrealized gains on forward repurchase contracts, net (185.5) —
Other 27.7 11.5
Change in operating assets and liabilities
Trade receivables (10.5) (161.4)
Inventories (123.9) (10.1)
Prepaid expenses and other current assets (51.1) 23.0
Accounts payable 114.9 137.3
Accrued expenses and other current liabilities (9.8) 246.4
Operating lease liabilities (47.3) (54.8)
Income and other taxes payable 12.4 59.9
Other noncurrent assets (9.6) (8.5)
Other noncurrent liabilities (58.3) (14.8)
Net cash provided by operating activities 520.8 759.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (156.0) (133.0)
Proceeds from sale of long-term assets and license terminations 58.3 169.7
Proceeds from contingent consideration from sale of discontinued business — 34.0
Return of capital from equity investments — 210.7
Net cash (used in) provided by investing activities (97.7) 281.4
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from short-term debt, original maturity less than three months — 4.8
Proceeds from revolving loan facilities 1,109.7 444.3
Repayments of revolving loan facilities (1,129.6) (1,114.7)
Proceeds from issuance of other long-term debt — 500.0
Repayments of term loans and other long-term debt (194.5) (256.1)
Dividend payments on Class A Common Stock and Class B Preferred Stock (10.4) (53.8)
Net payments of foreign currency contracts (139.3) (94.1)
Purchase of remaining mandatorily redeemable noncontrolling interest — (7.1)

~~Table of Contents~~

Distributions to noncontrolling interests, redeemable noncontrolling interests and mandatorily redeemable financial instruments (17.4) (15.1)
Payment of deferred financing fees — (39.3)
All other (16.1) (11.6)
Net cash used in financing activities (397.6) (642.7)
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH (12.3) (8.4)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 13.2 389.8
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 263.8 310.4
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period $ 277.0 $ 700.2
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for interest $ 157.9 $ 120.7
Net cash paid for income taxes 45.8 68.1
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditure additions $ 93.1 $ 65.4
Redemption of Series B Preferred Stock in exchange for Wella Equity Investment — 603.3
Conversion of Series B Preferred Stock into Class A Common Stock — 429.5
Non-cash Series B Preferred Stock dividends and deemed dividends (contributions) — (1.1)

~~See notes to Condensed Consolidated Financial Statements.~~

Table of Contents

COTY INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(Unaudited)

1. DESCRIPTION OF BUSINESS

Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands.

The Company operates on a fiscal year basis with a year-end of June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal ~~2023”~~2024” refer to the fiscal year ending June 30, ~~2023.~~2024. When used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation.

The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim Condensed Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the Company’s Consolidated Financial Statements as of and for the year ended June 30, ~~2022.~~2023. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, ~~2023.~~2024. All dollar amounts (other than per share amounts) in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

Restricted Cash

Restricted cash represents funds that are not readily available for general purpose cash needs due to contractual limitations. Restricted cash is classified as a current or long-term asset based on the timing and nature of when or how the cash is expected to be used or when the restrictions are expected to lapse. As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the Company had restricted cash of ~~$32.0~~$37.7 and ~~$30.5,~~$36.9, respectively, included in Restricted cash in the Condensed Consolidated Balance Sheets. The Restricted cash balance as of ~~March 31,~~September 30, 2023 primarily provides collateral for certain bank guarantees on rent, customs and duty accounts and also consists of collections on factored receivables that remain unremitted to the factor as of ~~March 31,~~September 30, 2023. Restricted cash is included as a component of Cash, cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows.

Equity Investments

The Company elected the fair value option to account for its investment in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) to align with the Company’s strategy for this investment. The fair value is updated on a quarterly basis. The investment is classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investment using a combination of the income approach, the market approach and private transactions, when applicable. Changes in the fair value of equity investment under the fair value option are recorded in Other ~~income,~~expense (income), net within the Condensed Consolidated Statements of Operations (see Note 8—6—Equity Investments).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of ~~acquired assets and liabilities associated with acquisitions, the fair value of~~ equity investments, the

~~Table of Contents~~

assessment of goodwill, other intangible assets and long-lived assets for

Table of Contents

impairment and income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the Condensed Consolidated Financial Statements in future periods.

Tax Information

The effective income tax rate for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022 was ~~21.0%~~80.0% and ~~0.9%, respectively, and 22.1% and 23.2%~~34.1%, respectively. The change in the effective tax rate for the three months ended ~~March 31,~~September 30, 2023, as compared with the three months ended ~~March 31,~~September 30, 2022, was primarily due to ~~fair value gains related to the investment~~an expense of $24.3 in the Wella business in the prior period. The change in the effective tax rate for the nine months ended March 31, 2023, as compared with the nine months ended March 31, 2022, was primarily due to foreign exchange losscurrent period recognized on the ~~current year repatriation of funds that were previously taxed as part~~revaluation of the ~~Tax Cuts and Job Acts of 2017.~~Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland.

The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to the Company’s unrealized tax benefits (“UTBs”) and accrued interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes.

As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the gross amount of UTBs was ~~$237.1~~$233.1 and ~~$251.6,~~$235.5, respectively. As of ~~March 31,~~September 30, 2023, the total amount of UTBs that, if recognized, would impact the effective income tax rate is ~~$158.5.~~$183.8. As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the liability associated with UTBs, including accrued interest and penalties, was ~~$189.8~~$218.8 and ~~$191.8,~~$218.6, respectively, which was recorded in Income and other taxes payable and Other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The total interest and penalties recorded in the Condensed Consolidated Statements of Operations related to UTBs was ~~$3.5 and~~ $1.3 for the three months ended ~~March 31,~~September 30, 2023 and ~~2022, respectively, and $4.9 and $1.0 for the nine months ended March 31, 2023 and 2022, respectively.~~2022. The total gross accrued interest and penalties recorded in the Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023 was ~~$31.3~~$34.4 and ~~$26.4,~~$33.1, respectively. On the basis of the information available as of ~~March 31,~~September 30, 2023, it is reasonably possible that a decrease of up to ~~$18.3~~$11.3 in UTBs may occur within twelve months as a result of projected resolutions of global tax examinations and a potential lapse of the applicable statutes of limitations.

Russia Market Exit

In connection with the Company’s Board of Director’s decision to wind down operations in Russia, the Company recognized total pre-tax ~~gains~~losses in the Condensed Consolidated Statements of Operations of ~~$1.3~~$0.1 and ~~$17.0,~~$1.1, respectively, in the three ~~and nine~~ months ended ~~March 31, 2023. These amounts are primarily related to a bad debt accrual release due to better than expected collections.~~

~~The Company recognized $0.3 of income tax benefits associated with the decision to exit Russia in the three~~September 30, 2023 and ~~nine months ended March 31, 2023.~~2022.

The Company anticipates ~~incurring up to $7.5~~that it will incur an immaterial amount of additional costs through completion of the wind down. Additionally, management anticipates derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary. The Company has substantially completed its commercial activities in Russia. However, the Company anticipates that the process related to the liquidation of the Russian legal entity will take an extended period of time.

~~Lacoste Fragrances License Termination~~

On December 19, 2022, the Company entered into an agreement with Lacoste S.A.S, Sporloisirs S.A., and Lacoste Alligator S.A., (collectively, “Lacoste”) to early terminate the existing Lacoste fragrances licensing agreement, effective June 30, 2023. In exchange, Lacoste has agreed to make termination payments to the Company. During the second quarter of fiscal 2023, Lacoste advanced to the Company a portion of the termination payment totaling €52.5 million (approximately $55.6). The amount advanced to the Company has been reflected as deferred income, within Accrued expenses and other current liabilities, until the termination effective date, June 30, 2023.

~~Recently Adopted~~Recent Accounting Pronouncements

~~In August 2020, the FASB~~No new accounting pronouncements issued ~~Accounting Standards Update (“ASU”) No. 2020-06,~~ ~~Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40)~~, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock methodbut not yet adopted are expected to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2023. The adoption of this standard did not have a material impact on the Company's ~~consolidated financial statements.~~

~~Table of Contents~~

~~In July 2021, the FASB issued ASU No. 2021-05,~~ ~~Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments~~, which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease on the commencement date of the lease if specified criteria are met. The Company adopted this guidance in the first quarter of fiscal year 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

~~Recently Issued Accounting Pronouncements~~

~~The FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on~~unaudited Condensed Consolidated Financial ~~Reporting~~ ~~in March 2020 and ASU No. 2021-01,~~ ~~Reference Rate Reform (Topic 848): Scope~~ in January 2021. The new guidance under these ASUs provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. On December 21, 2022, the FASB issued ASU No. 2022-06, ~~Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848~~, which extended the period of time entities can utilize the reference rate reform relief guidance under ASU No. 2020-04 from December 31, 2022 to December 31, 2024. As of March 31, 2023, the Company has not applied any of the optional expedients or exceptions allowed under these ASUs, but will continue to monitor the effects of reference rate reform, if any, on any new or amended contracts through December 31, 2024. The Company does not believe that these ASUs will have a material impact on its consolidated financial position, results of operations or cash flows.

~~The FASB issued ASU No. 2023-01,~~ ~~Leases (Topic 842) - Common Control Arrangements~~, which clarifies the accounting for leasehold improvements associated with common control leases. The guidance will be effective for the Company in fiscal 2025 with early adoption permitted. The Company does not expect this ASU will have a material effect on its consolidated financial position, results of operations or cash flows.Statements.

3. ~~DISCONTINUED OPERATIONS~~

~~On June 1, 2020, the Comp~~any entered into a definitive agreement with Rainbow UK Bidco Limited (“KKR Bidco”) (an affiliate of funds and/or separately managed accounts (“KKR Funds”) advised and/or managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”)), for the sale of a majority stake in Coty’s Professional and Retail Hair businesses, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”), regarding a strategic transaction for the sale of the Wella Business. The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40% of the Wella Business. As of March 31, 2023, the Company owned a 25.9% stake in Wella. See Note 8—Equity Investments for additional information.

In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Wella Business are presented as discontinued operations and have been excluded from both continuing operations and segment results for all periods presented.

For the three and nine months ended March 31, 2022, the Company recognized gains of $1.3 and $6.1 reflecting certain working capital adjustments and provisions of $0.6 and $1.6 in related income tax impact, which are presented as components of Net income from discontinued operations within the Condensed Consolidated Statements of Operation.

4.3. SEGMENT REPORTING

Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company's chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company has designated its Chief Executive Officer ("CEO") as the CODM.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate. Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition, divestiture and early license termination activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments. Corporate costs are not used by the CODM to measure the underlying performance of the segments.

With the exception of goodwill, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 9—7—Goodwill and Other Intangible Assets, net.

129

Table of Contents


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
SEGMENT DATA	SEGMENT DATA	2023		2022		2023		2022		SEGMENT DATA	2023		2022
Net revenues:	Net revenues:									Net revenues:
Prestige	Prestige	$	799.7	$	726.4	$	2,620.9	$	2,605.1	Prestige	$	1,064.7	$	863.4
Consumer Beauty	Consumer Beauty	489.2		459.8		1,581.6		1,531.0		Consumer Beauty	576.7		526.6

Total	Total	$	1,288.9	$	1,186.2	$	4,202.5	$	4,136.1	Total	$	1,641.4	$	1,390.0
Operating income (loss):	Operating income (loss):									Operating income (loss):
Prestige	Prestige	102.4		83.8		437.3		357.5		Prestige	221.6		170.3
Consumer Beauty	Consumer Beauty	(27.9)		(20.4)		53.3		34.3		Consumer Beauty	32.0		32.0
Corporate	Corporate	(31.0)		(6.3)		(75.9)		(73.5)		Corporate	(56.1)		(30.4)
Total	Total	$	43.5	$	57.1	$	414.7	$	318.3	Total	$	197.5	$	171.9
Reconciliation:	Reconciliation:									Reconciliation:
Operating income	Operating income	43.5		57.1		414.7		318.3		Operating income	197.5		171.9
Interest expense, net	Interest expense, net	58.8		62.9		185.7		183.6		Interest expense, net	69.8		65.9
Other income, net		(156.9)		(60.6)		(397.0)		(572.9)
Income from continuing operations before income taxes		$	141.6	$	54.8	$	626.0	$	707.6
Other expense (income), net										Other expense (income), net	76.6		(98.2)
Income before income taxes										Income before income taxes	$	51.1	$	204.2

Presented below are the percentage of revenues associated with the Company’s product categories:


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
PRODUCT CATEGORY	PRODUCT CATEGORY	2023		2022		2023		2022		PRODUCT CATEGORY	2023		2022
Fragrance	Fragrance	59.2	%	57.6	%	60.3	%	60.3	%	Fragrance	63.3	%	59.3	%
Color Cosmetics	Color Cosmetics	29.2		29.6		27.4		27.8		Color Cosmetics	24.6		27.7
Body Care & Other		6.7		7.3		7.5		7.0
Skincare		4.9		5.5		4.8		4.9
Body Care, Skin & Other										Body Care, Skin & Other	12.1		13.0

Total	Total	100.0	%	100.0	%	100.0	%	100.0	%	Total	100.0	%	100.0	%

~~5. ACQUISITION- AND DIVESTITURE-RELATED COSTS~~

Acquisition-related costs, which are expensed as incurred, represent non-restructuring costs directly related to acquiring and integrating an entity, for both completed and contemplated acquisitions and can include finder’s fees, legal, accounting, valuation, other professional or consulting fees, and other internal costs, which can include compensation related expenses for dedicated internal resources. The Company recognized no acquisition-related costs for the three and nine months ended March 31, 2023 and 2022.

Divestiture-related costs, which are expensed as incurred, represent non-restructuring costs directly related to divesting and selling an entity, including partial sales, for both completed and contemplated divestitures. These costs can include legal, accounting, information technology, other professional or consulting fees and other internal costs. Internal costs can include compensation related expenses for dedicated internal resources. Additionally, for divestitures, the Company includes write-offs of assets that are no longer recoverable and contract related costs due to the divestiture. The Company recognized divestiture-related costs of $0.0 and $3.3 for the three months ended March 31, 2023 and 2022, respectively, and $0.0 and $14.2 for the nine months ended March 31, 2023 and 2022, respectively. Divestiture-related costs incurred during the three and nine months ended March 31, 2022 were primarily related to the strategic transaction with KKR Bidco, for the sale of a majority stake in the Wella Business.

~~Table of Contents~~

6.4. RESTRUCTURING COSTS

Restructuring costs for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022 are presented below:


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022
Transformation Plan		$	(1.3)	$	(6.8)	$	(5.4)	$	1.5
2024 Restructuring Actions										2024 Restructuring Actions	$	28.6	$	—
Transformation Plan and Other										Transformation Plan and Other	(0.2)		(1.2)

Total	Total	$	(1.3)	$	(6.8)	$	(5.4)	$	1.5	Total	$	28.4	$	(1.2)

~~Transformation Plan~~2024 Restructuring Actions

~~In connection with the four-year plan announced on July 1, 2019 to drive substantial improvement and optimization in the Company's businesses (the “Turnaround Plan”),~~During fiscal 2024, the Company ~~has~~began the implementation of continued process optimization and improved technology support for certain areas (the "2024 Restructuring Actions"). The Company expects to ~~continue~~incur approximately $30.0 related to ~~incur restructuring and related costs. On May 11, 2020, the Company announced an expansion of the Turnaround Plan to further reduce fixed costs, (the “Transformation Plan”).~~employee termination benefits under this plan. Of the expected costs, the Company has incurred cumulative restructuring charges of ~~$217.9~~$29.9 related to approved initiatives through ~~March 31,~~September 30, 2023, which have been recorded in Corporate.

~~Over the next fiscal year, the~~The Company ~~expects to incur approximately $2.0~~recognized expenses of ~~additional restructuring charges pertaining to the approved actions, primarily related to employee termination benefits.~~

~~The following table presents aggregate restructuring charges~~$28.6 and $0.0 for the ~~program:~~
Severance and Employee Benefits Fixed Asset Write-offs Other Exit Costs Total
Fiscal 2020 $ 151.2 $ (1.1) $ 6.5 $ 156.6
Fiscal 2021 73.4 (0.5) 0.3 73.2
Fiscal 2022 (6.2) — (0.3) (6.5)
Fiscal 2023 (5.4) — — (5.4)
Cumulative through March 31, 2023 $ 213.0 $ (1.6) $ 6.5 $ 217.9

three months ended September 30, 2023 and 2022, respectively, which have been recorded in Corporate. The related liability ~~balance~~balances were $29.9 (including certain actions that were accrued during fiscal 2023) and ~~activity of restructuring costs for the Transformation Plan restructuring costs are presented below:~~

Severance and Employee Benefits Total
Balance—July 1, 2022 $ 55.2 $ 55.2
Restructuring charges 3.3 3.3
Payments (35.9) (35.9)
Changes in estimates (8.7) (8.7)
Effect of exchange rates (1.1) (1.1)
Balance—March 31, 2023 $ 12.8 $ 12.8

$0.0 at September 30, 2023 and June 30, 2023 respectively. The Company currently estimates that the total remaining accrual of ~~$12.8~~$29.9 will result in cash expenditures of approximately ~~$5.6, $6.0~~$6.8, $9.3 and ~~$1.2~~$13.8 in fiscal ~~2023,~~ 2024, 2025 and thereafter, respectively.

~~7. INVENTORIES~~

~~Inventories as of March 31, 2023 and June 30, 2022 are presented below:~~
March 31,
2023 June 30,
2022
Raw materials $ 213.9 $ 171.5
Work-in-process 10.4 13.2
Finished goods 573.8 476.8
Total inventories $ 798.1 $ 661.5

1410

Table of Contents

8.Transformation Plan and Other

The Company previously announced a four-year plan to drive substantial improvement and optimization in the Company's businesses, under which the Company expected to incur restructuring and related costs (the “Transformation Plan”), which is now substantially complete. Of the expected costs, the Company has incurred cumulative restructuring charges of $215.3 related to approved initiatives through September 30, 2023, which have been recorded in Corporate.

The Company recognized income of $0.2 and $1.2 for the period ended September 30, 2023 and 2022, respectively. The related liability balances were $7.5 and $10.0 at September 30, 2023 and June 30, 2023 respectively. The Company currently estimates that the total remaining accrual of $7.5 will result in cash expenditures of approximately $6.1, $1.3 and $0.1 in fiscal 2024, 2025 and thereafter, respectively.

5. INVENTORIES

Inventories as of September 30, 2023 and June 30, 2023 are presented below:


	September 30, 2023		June 30, 2023
Raw materials	$	215.5	$	224.1
Work-in-process	13.9		15.6
Finished goods	616.0		613.7
Total inventories	$	845.4	$	853.4

6. EQUITY INVESTMENTS

The Company's equity investments, classified as Equity investments in the Condensed Consolidated Balance Sheets are represented by the following:


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Equity method investments:	Equity method investments:					Equity method investments:
KKW Holdings (a)	KKW Holdings (a)	$	9.8	$	12.6	KKW Holdings (a)	$	8.1	$	8.9
Equity investments at fair value:	Equity investments at fair value:					Equity investments at fair value:
Wella (b)	Wella (b)	$	1,040.0	$	830.0	Wella (b)	1,064.0		1,060.0

Total equity investments	Total equity investments	1,049.8		$	842.6	Total equity investments	$	1,072.1	$	1,068.9

(a)On January 4, 2021, the Company completed its purchase of 20% of the outstanding equity of KKW Holdings. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence over, but not control, the investee. The carrying value of the Company’s investment includes basis differences allocated to amortizable intangible assets.

The Company recognized $0.8 and $0.9, respectively, during the three months ended ~~March 31, 2023 and 2022 and $2.8 and $2.3, respectively, during the nine months ended March 31,~~September 30, 2023 and 2022 representing its share of the investee’s net loss in Other ~~income,~~expense (income), net within the Condensed Consolidated Statements of Operations.

(b)As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the Company's stake in Wella was 25.9%.

~~For the nine months ended March 31,~~On July 18, 2023, the ~~impact~~Company announced that it had entered into a binding letter of ~~Wella's Briogeo acquisition was included~~intent to sell a 3.6% stake in Wella to an investment firm for ~~valuation purposes.~~$150.0. Subsequently, the Company and investment firm mutually agreed not to pursue the proposed transaction and entered into a termination letter in October 2023.

Table of Contents

The following table presents summarized financial information of the Company’s equity method investees for the period ending ~~March 31,~~September 30, 2023. Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:

Three Months Ended
March 31, Nine Months Ended
March 31,
2023 2022 2023 2022
Summarized Statements of Operations information:
Net revenues $ 587.0 $ 552.8 $ 1,844.2 $ 1,916.3
Gross profit 382.7 376.4 1,197.6 1,314.5
Operating income 16.5 18.1 133.0 119.9
Income before income taxes (33.5) (50.6) (13.2) 6.3
Net (loss) income (27.5) (31.5) (13.0) 10.5

~~Table of Contents~~


	Three Months Ended September 30,
	2023		2022
Summarized Statements of Operations information:
Net revenues	$	637.3	$	596.6
Gross profit	426.8		394.6
Operating income	44.9		61.0
(Loss) income before income taxes	(6.8)		20.0
Net (loss) income	(16.7)		16.0

The following table summarizes movements in equity investments with fair value option that are classified within Level 3 for the period ended ~~March 31,~~September 30, 2023. There were no internal movements to or from Level 3 and Level 1 or Level 2 for the period ended ~~March 31,~~September 30, 2023.


Equity investments at fair value:
Balance as of June 30, ~~2022~~2023	$	~~830.0~~1,060.0



Total gains included in earnings	~~210.0~~4.0
Balance as of ~~March 31,~~September 30, 2023	$	~~1,040.0~~1,064.0

Level 3 significant unobservable inputs sensitivity

The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company's investments carried at fair value as of ~~March 31,~~September 30, 2023. Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.

Fair value

Valuation technique

Unobservable
input

Range

Equity investments at fair value

~~1,040.0~~1,064.0

Discounted cash flows

Discount rate

~~10.75%~~10.50% (a)

Growth rate

1.8% - ~~7.2%~~9.2% (a)

Market multiple

Revenue multiple

~~2.7x~~2.1x – ~~3.0x~~2.3x (b)

EBITDA multiple

~~12.1x~~10.4x – ~~14.5x~~13.9x (b)

(a)The primary unobservable inputs used in the fair value measurement of the Company's equity investments with fair value option, when using a discounted cash flow method, are the discount rate and revenue growth rate. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. The Company estimates the discount rate based on the investees' projected cost of equity and debt. The revenue growth rate is forecasted for future years by the investee based on their best estimates. Significant increases (decreases) in the revenue growth rate in isolation would result in a significantly higher (lower) fair value measurement.

(b)The primary unobservable inputs used in the fair value measurement of the Company's equity investments with fair value option, when using a market multiple method, are the revenue multiple and EBITDA multiple. Significant increases (decreases) in the revenue multiple or EBITDA multiple in isolation would result in a significantly higher (lower) fair value measurement. The market multiples are derived from a group of guideline public companies.

Table of Contents

7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023 is presented below:
Prestige Consumer Beauty Total
Gross balance at June 30, 2022 $ 6,220.7 $ 1,734.1 $ 7,954.8
Accumulated impairments (3,110.3) (929.8) (4,040.1)
Net balance at June 30, 2022 $ 3,110.4 $ 804.3 $ 3,914.7
Changes during the period ended March 31, 2023
Foreign currency translation 48.1 11.6 59.7
Gross balance at March 31, 2023 $ 6,268.8 $ 1,745.7 $ 8,014.5
Accumulated impairments (3,110.3) (929.8) (4,040.1)
Net balance at March 31, 2023 $ 3,158.5 $ 815.9 $ 3,974.4

~~Table of Contents~~


	Prestige		Consumer Beauty		Total
Gross balance at June 30, 2023	$	6,279.2	$	1,748.8	$	8,028.0
Accumulated impairments	(3,110.3)		(929.8)		(4,040.1)
Net balance at June 30, 2023	$	3,168.9	$	819.0	$	3,987.9

Changes during the period ended September 30, 2023


Foreign currency translation	(48.1)		(12.3)		(60.4)


Gross balance at September 30, 2023	$	6,231.1	$	1,736.5	$	7,967.6
Accumulated impairments	(3,110.3)		(929.8)		(4,040.1)
Net balance at September 30, 2023	$	3,120.8	$	806.7	$	3,927.5

Other Intangible Assets, net

Other intangible assets, net as of ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023 are presented below:


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Indefinite-lived other intangible assets	Indefinite-lived other intangible assets	$	952.0	$	936.6	Indefinite-lived other intangible assets	$	940.8	$	950.8
Finite-lived other intangible assets, net	Finite-lived other intangible assets, net	2,901.1		2,966.2		Finite-lived other intangible assets, net	2,747.6		2,847.2
Total Other intangible assets, net	Total Other intangible assets, net	$	3,853.1	$	3,902.8	Total Other intangible assets, net	$	3,688.4	$	3,798.0

The changes in the carrying amount of indefinite-lived other intangible assets are presented below:
Trademarks Total
Gross balance at June 30, 2022 $ 1,881.5 $ 1,881.5
Accumulated impairments (944.9) (944.9)
Net balance at June 30, 2022 $ 936.6 $ 936.6
Changes during the period ended March 31, 2023
Foreign currency translation 15.4 15.4
Gross balance at March 31, 2023 $ 1,896.9 $ 1,896.9
Accumulated impairments (944.9) (944.9)
Net balance at March 31, 2023 $ 952.0 $ 952.0


	Trademarks		Total
Gross balance at June 30, 2023	$	1,895.7	$	1,895.7
Accumulated impairments	(944.9)		(944.9)
Net balance at June 30, 2023	$	950.8	$	950.8

Changes during the period ended September 30, 2023

Foreign currency translation	(10.0)		(10.0)


Gross balance at September 30, 2023	$	1,885.7	$	1,885.7
Accumulated impairments	(944.9)		(944.9)
Net balance at September 30, 2023	$	940.8	$	940.8

Table of Contents

Intangible assets subject to amortization are presented below:


		Cost		Accumulated Amortization		Accumulated Impairment		Net			Cost		Accumulated Amortization		Accumulated Impairment		Net
June 30, 2022
June 30, 2023										June 30, 2023
License agreements and collaboration agreements	License agreements and collaboration agreements	$	3,861.9	$	(1,302.2)	$	(19.6)	$	2,540.1	License agreements and collaboration agreements	$	3,756.2	$	(1,282.6)	$	(19.6)	$	2,454.0
Customer relationships	Customer relationships	740.0		(473.5)		(5.5)		261.0		Customer relationships	750.6		(505.9)		(5.5)		239.2
Trademarks	Trademarks	320.5		(177.1)		(0.5)		142.9		Trademarks	313.0		(180.6)		(0.5)		131.9
Product formulations and technology	Product formulations and technology	83.9		(61.7)		—		22.2		Product formulations and technology	85.6		(63.5)		—		22.1
Total	Total	$	5,006.3	$	(2,014.5)	$	(25.6)	$	2,966.2	Total	$	4,905.4	$	(2,032.6)	$	(25.6)	$	2,847.2
March 31, 2023
September 30, 2023										September 30, 2023
License agreements and collaboration agreements	License agreements and collaboration agreements	$	3,965.2	$	(1,447.4)	$	(19.6)	$	2,498.2	License agreements and collaboration agreements	$	3,690.5	$	(1,301.3)	$	(19.6)	$	2,369.6
Customer relationships	Customer relationships	750.5		(499.5)		(5.5)		245.5		Customer relationships	742.2		(507.6)		(5.5)		229.1
Trademarks	Trademarks	322.6		(187.1)		(0.5)		135.0		Trademarks	310.9		(182.7)		(0.5)		127.7
Product formulations and technology	Product formulations and technology	85.6		(63.2)		—		22.4		Product formulations and technology	84.0		(62.8)		—		21.2
Total	Total	$	5,123.9	$	(2,197.2)	$	(25.6)	$	2,901.1	Total	$	4,827.6	$	(2,054.4)	$	(25.6)	$	2,747.6

Amortization expense was ~~$48.2~~$48.6 and ~~$50.2~~$47.3 for the three months ended ~~March 31, 2023 and 2022, respectively and $143.1 and $158.6 for the nine months ended March 31,~~September 30, 2023 and 2022, respectively.

~~10.~~8. LEASES

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 54 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. None of the Company’s leases restricts the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

~~Table of Contents~~

The following chart provides additional information about the Company’s operating leases:


		Three Months Ended March 31,				Nine Months Ended March 31,							Three Months Ended September 30,
Lease Cost:	Lease Cost:	2023		2022		2023			2022			Lease Cost:		2023			2022
Operating lease cost	Operating lease cost	$	19.0	$	22.1	$	57.5		$	64.2		Operating lease cost		$	19.1		$	19.2
Short-term lease cost	Short-term lease cost	0.1		0.4		0.6			1.0			Short-term lease cost		0.3			0.2
Variable lease cost	Variable lease cost	10.8		9.9		27.6			28.8			Variable lease cost		10.8			8.6
Sublease income	Sublease income	(4.3)		(5.1)		(12.0)			(15.8)			Sublease income		(3.9)			(3.8)
Net lease cost	Net lease cost	$	25.6	$	27.3	$	73.7		$	78.2		Net lease cost		$	26.3		$	24.2
Other information:	Other information:											Other information:
Operating cash outflows from operating leases	Operating cash outflows from operating leases	$	(16.8)	$	(18.7)	$	(57.2)		$	(64.0)		Operating cash outflows from operating leases		$	(19.2)		$	(21.7)
Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations	$	0.4	$	73.1	$	14.2		$	100.1		Right-of-use assets obtained in exchange for lease obligations		$	15.0		$	7.6

Weighted-average remaining lease term - real estate	Weighted-average remaining lease term - real estate					7.4 years			7.8 years			Weighted-average remaining lease term - real estate		7.0 years			7.6 years
Weighted-average discount rate - real estate leases	Weighted-average discount rate - real estate leases					4.09		%	3.81		%	Weighted-average discount rate - real estate leases		4.29		%	4.02		%

Table of Contents

Future minimum lease payments for the Company’s operating leases are as follows:


Fiscal Year Ending June 30,	Fiscal Year Ending June 30,			Fiscal Year Ending June 30,

2023, remaining		$	21.7
2024		68.7
2024, remaining				2024, remaining	$	55.7
2025	2025	57.7		2025	62.3
2026	2026	46.5		2026	53.9
2027	2027	39.4		2027	46.0
2028				2028	33.8
Thereafter	Thereafter	137.9		Thereafter	105.7
Total future lease payments	Total future lease payments	371.9		Total future lease payments	357.4
Less: imputed interest	Less: imputed interest	(56.4)		Less: imputed interest	(53.2)
Total present value of lease liabilities	Total present value of lease liabilities	315.5		Total present value of lease liabilities	304.2
Current operating lease liabilities	Current operating lease liabilities	61.1		Current operating lease liabilities	59.9
Long-term operating lease liabilities	Long-term operating lease liabilities	254.4		Long-term operating lease liabilities	244.3
Total operating lease liabilities	Total operating lease liabilities	$	315.5	Total operating lease liabilities	$	304.2

Table excludes obligations for leases with original terms of twelve months or less, which have not been recognized as ~~ROU~~right-of-use assets or liabilities in the Condensed Consolidated Balance Sheets.

~~Table of Contents~~

~~11.~~9. DEBT

The Company’s debt balances consisted of the following as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively:


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Short-term debt	Short-term debt	$	—	$	—	Short-term debt	$	6.0	$	—
Senior Secured Notes	Senior Secured Notes					Senior Secured Notes
2026 Dollar Senior Secured Notes due April 2026	2026 Dollar Senior Secured Notes due April 2026	900.0		900.0		2026 Dollar Senior Secured Notes due April 2026	900.0		900.0
2026 Euro Senior Secured Notes due April 2026	2026 Euro Senior Secured Notes due April 2026	763.5		731.8		2026 Euro Senior Secured Notes due April 2026	740.3		761.0
2028 Euro Senior Secured Notes due September 2028						2028 Euro Senior Secured Notes due September 2028	528.8		—
2029 Dollar Senior Secured Notes due January 2029	2029 Dollar Senior Secured Notes due January 2029	500.0		500.0		2029 Dollar Senior Secured Notes due January 2029	500.0		500.0
2030 Dollar Senior Secured Notes due July 2030						2030 Dollar Senior Secured Notes due July 2030	750.0		—
2018 Coty Credit Agreement	2018 Coty Credit Agreement					2018 Coty Credit Agreement

2023 Coty Revolving Credit Facility due July 2028						2023 Coty Revolving Credit Facility due July 2028	85.0		—
2021 Coty Revolving Credit Facility due April 2025	2021 Coty Revolving Credit Facility due April 2025	254.5		273.6		2021 Coty Revolving Credit Facility due April 2025	—		228.9

2018 Coty Term B Facility due April 2025	2018 Coty Term B Facility due April 2025	1,206.2		1,239.2		2018 Coty Term B Facility due April 2025	—		1,183.7
Senior Unsecured Notes	Senior Unsecured Notes					Senior Unsecured Notes
2026 Dollar Notes due April 2026	2026 Dollar Notes due April 2026	473.0		550.0		2026 Dollar Notes due April 2026	473.0		473.0

2026 Euro Notes due April 2026	2026 Euro Notes due April 2026	196.7		261.4		2026 Euro Notes due April 2026	190.7		196.0
Brazilian Credit Facilities	Brazilian Credit Facilities	42.4		42.4		Brazilian Credit Facilities	31.9		31.9
Other long-term debt and finance lease obligations	Other long-term debt and finance lease obligations	7.7		0.1		Other long-term debt and finance lease obligations	6.4		7.1
Total debt	Total debt	4,344.0		4,498.5		Total debt	4,212.1		4,281.6
Less: Short-term debt and current portion of long-term debt	Less: Short-term debt and current portion of long-term debt	(68.3)		(23.0)		Less: Short-term debt and current portion of long-term debt	(40.8)		(57.9)
Total Long-term debt	Total Long-term debt	4,275.7		4,475.5		Total Long-term debt	4,171.3		4,223.7
Less: Unamortized financing fees		(32.6)		(41.8)
Less: Discount on long-term debt		(18.1)		(24.6)
Less: Unamortized financing fees and discounts on long-term debt						Less: Unamortized financing fees and discounts on long-term debt	(75.9)		(45.5)

Total Long-term debt, net	Total Long-term debt, net	$	4,225.0	$	4,409.1	Total Long-term debt, net	$	4,095.4	$	4,178.2

Short-Term Debt

The Company maintains short-term lines of credit and other short-term debt with financial institutions around the world. As of ~~March 31,~~September 30, 2023, total short-term debt ~~remained constant at~~increased by $6.0 from nil ~~from~~as of June 30, ~~2022.~~2023. In addition, the Company had undrawn letters of credit of ~~$11.8~~$6.8 and ~~$14.3,~~$7.2, and bank guarantees of ~~$16.0~~$18.5 and ~~$17.2~~$16.3 as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively.

Table of Contents

Long-Term Debt

Recent Developments

Refinancing Amendment

On July 11, 2023, the Company entered into an amendment to the 2018 Coty Credit Agreement that (i) refinanced all of the existing $2,000.0 of revolving credit commitments and the outstanding loans made pursuant thereto (the "2021 Coty Revolving Credit Facility") with two new tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $1,670.0 available in U.S. dollars and certain other currencies and the other in an aggregate principal amount of €300.0 million available in euros, maturing in July 2028 (together, the "2023 Coty Revolving Credit Facility"), (ii) provided for a credit spread adjustment of 0.10% for all interest periods, with respect to Secured Overnight Financing Rate ("SOFR") loans, (iii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iv) provided that certain covenants will cease to apply during a collateral release period.

Offering of Senior Secured Notes

On July 26, 2023, the Company issued an aggregate principal amount of $750.0 of 6.625% senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”). Coty received net proceeds of $740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes. In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down the outstanding balance of the U.S. dollar and euro portions of the 2018 Coty Term B Facility, as defined below, by $715.5 and €22.6 million (approximately $25.1), respectively, in addition to related fees and expenses thereto.

On September 19, 2023, the Company issued an aggregate principal amount of €500.0 million of 5.750% senior secured notes due 2028 ("2028 Euro Senior Secured Notes") in a private offering. Coty received net proceeds of €493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes. In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down a portion of the borrowings outstanding under the 2023 Coty Revolving Credit Facility, without a reduction in commitment. Coty used cash on hand to pay the related fees and expenses to this offering.

2018 Term B Facility Repayment

On August 3, 2023, the Company repaid €408.0 million (approximately $446.1) of the debt outstanding under the 2018 Term B Facility.

Senior Secured Notes

On April 21, 2021, the Company issued an aggregate principal amount of $900.0 of 5.00% senior secured notes due 2026 (the “2026 Dollar Senior ~~Secured Notes” and, together with the 2026 Euro Senior Secured Notes and 2029 Dollar Senior Secured Notes, the “Senior~~ Secured Notes”). Coty received gross proceeds of $900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes.

On June 16, 2021, the Company issued an aggregate principal amount of €700.0 million of 3.875% senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering. Coty received gross proceeds of €700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes.

On November 30, 2021, the Company issued an aggregate principal amount of $500.0 of 4.75% senior secured notes due 2029 ("2029 Dollar Senior Secured Notes" and, together with the 2026 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, the “Senior Secured Notes”). Coty received gross proceeds of $500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

See the above Recent Developments section for the issuances of the 2028 Euro Senior Secured Notes and 2030 Dollar Senior Secured Notes.

Coty used the gross proceeds of the offerings of the Senior Secured Notes to repay a portion of the term loans outstanding under the existing credit facilities and to pay related fees and expenses thereto.

The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described ~~below.~~above. The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral. For the 2028 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security and certain covenants will be released upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies.

1916

Table of Contents

Optional Redemption

Applicable Premium

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, ~~and~~September 15, 2025 for the 2028 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes and July 15, 2026 for the 2030 Dollar Senior Secured Notes (the "Early Redemption Dates").

The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:

(1)1.0% of the then outstanding principal amount of the respective Senior Secured Notes; and

(2)the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes, 2029 Dollar Senior Secured Notes and ~~2029~~2030 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes and the 2028 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points; over (b) the principal amount of the respective Senior Secured Notes.

Redemption Pricing

At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100% of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates.

At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:


		Price				Price
For the period beginning	For the period beginning	2026 Dollar Senior Secured Notes	2026 Euro Senior Secured Notes	2029 Dollar Senior Secured Notes	For the period beginning	2026 Dollar Senior Secured Notes	2026 Euro Senior Secured Notes	2028 Euro Senior Secured Notes	2029 Dollar Senior Secured Notes	2030 Dollar Senior Secured Notes
Year	Year	April 15,		January 15,	Year	April 15,		September 15,	January 15,	July 15,
2023		102.500%	101.938%	N/A
2024	2024	101.250%	100.969%	N/A	2024	101.250%	100.969%	N/A	N/A	N/A
2025	2025	100.000%	100.000%	102.375%	2025	100.000%	100.000%	102.875%	102.375%	N/A
2026	2026	N/A	N/A	101.188%	2026	N/A	N/A	101.438%	101.188%	103.313%
2027 and thereafter		N/A	N/A	100.000%
2027					2027	N/A	N/A	100.000%	100.000%	101.656%
2028 and thereafter					2028 and thereafter	N/A	N/A	100.000%	100.000%	100.000%

2018 Coty Credit Agreement

On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended most recently in June 2019, September 2021 and November 2021. On March 7, 2023, the Company further amended the 2018 Coty Credit Agreement to effectuate the transition of the underlying variable interest rate from LIBOR to the Secured Overnight Financing Rate ("SOFR").July 2023.

As amended and restated through ~~March~~July 2023, the 2018 Coty Credit Agreement ~~matures on April 5, 2025 and~~ provides for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $1,000.0 denominated in U.S. dollars and (ii) €2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $1,400.0 denominated in U.S. dollars and (ii) €850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of a senior secured revolving facility in an aggregate principal amount of $2,000.0 denominated in U.S. dollars, specified alternative currencies or other currencies freely convertible into U.S. dollars (the “2021the 2023 Coty Revolving Credit ~~Facility”) (as amended through March 2023,~~Facility (together with the 2018 Coty Term A Facility ~~together with~~and the 2018 Coty Term B Facility, ~~and~~ the ~~2021 Coty Revolving~~"Coty Credit ~~Facility,~~Facilities"). See the ~~“2018 Coty Credit Facilities”).~~

above ~~Table of Contents~~Recent Developments

section for information on the revolver refinancing made in July 2023.

The 2018 Coty Credit Agreement, as amended, provides that with respect to the ~~2021~~2023 Coty Revolving Credit Facility, up to $150.0 is available for letters of credit and up to $150.0 is available for swing line loans. The 2018 Coty Credit Agreement, as

Table of Contents

amended, also permits, subject to certain terms and conditions, the incurrence of incremental facilities thereunder in an aggregate amount of (i) $1,700.0 plus (ii) an unlimited amount if the First Lien Net Leverage Ratio (as defined in the 2018 Coty Credit ~~Agreement)~~Agreement, as amended), at the time of incurrence of such incremental facilities and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00.

The obligations of the Company under the 2018 Coty Credit Agreement, as amended, are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement, as amended, are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement.

As previously disclosed, the Company utilized proceeds from certain transactions to pay down portions of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility, in ~~November 2020, October 2021 and January 2022. In December 2022, the Company announced an agreement~~accordance to early terminate a fragrance license in exchange for a termination payment from the licensor. A portion of the termination payment totaling €52.5 million (approximately $55.6) was advanced to the Company. In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized a portion of the advance proceeds to pay down €13.5 million (approximately $14.3) and $21.5, respectively, of the outstanding balances of the euro and U.S. dollar portions of the 2018 Term B Facility on December 23, 2022.amended. No balances remain outstanding under the 2018 Coty Term A ~~Facility.~~Facility or 2018 Coty Term B Facility as of September 30, 2023. See the above Recent Developments section for information on the prepayments made on the 2018 Coty Term B Facility during the three months ended September 30, 2023.

Senior Unsecured Notes

On April 5, 2018 the Company issued, at par, $550.0 of 6.50% senior unsecured notes due 2026 (the “2026 Dollar Notes”), €550.0 million of 4.00% senior unsecured notes due 2023 (the “2023 Euro Notes”) and €250.0 million of 4.75% senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering.

The Senior Unsecured Notes are senior unsecured debt obligations of the Company and will be pari passu in right of payment with all of the Company’s existing and future senior indebtedness (including the ~~2018~~ Coty Credit Facilities). The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors. The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such secured indebtedness. The related guarantees are senior unsecured obligations of each Guarantor and are effectively junior to all existing and future secured indebtedness of such Guarantor to the extent of the value of the collateral securing such indebtedness.

The 2026 Dollar and Euro Notes will mature on April 15, 2026. The 2026 Dollar Notes will bear interest at a rate of 6.50% per annum. The 2026 Euro Notes will bear interest at a rate of 4.75% per annum. Interest on the 2026 Dollar and Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

The Company redeemed the 2023 Euro Notes on April 15, 2022. On December 7, 2022, the Company redeemed $77.0 of the 2026 Dollar Notes and €69.7 million (approximately $72.2) of the 2026 Euro Notes.

Upon the occurrence of certain change of control triggering events with respect to a series of Senior Unsecured Notes, the Company will be required to offer to repurchase all or part of the Senior Unsecured Notes of such series at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Senior Unsecured Notes.

The Senior Unsecured Notes contain customary covenants that place restrictions in certain circumstances on, among other things, incurrence of liens, entry into sale or leaseback transactions, sales of all or substantially all of the Company’s assets and certain merger or consolidation transactions. The Senior Unsecured Notes also provide for customary events of default.

Deferred Financing Costs ~~and Original Issue Discounts~~

The Company wrote off unamortized deferred issuance fees ~~of $0.0~~ and ~~$0.7, respectively and original issue debt~~ discounts of ~~$0.0~~$5.2 and ~~$0.1, respectively~~$0.0 during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and ~~wrote off $0.1 and $3.4,~~2022, respectively, ~~of unamortized deferred issuance fees and $0.1 and $0.4, respectively of original issue debt discounts during the three and nine months ended March 31, 2022,~~ which were recorded in Other ~~income,~~expense (income), net in the Condensed Consolidated Statement of Operations. Additionally, during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022, the Company capitalized ~~original issue debt discounts of $0.0 and $27.0, respectively, and~~ deferred issuance fees of ~~$0.5~~$40.4 and ~~$8.9,~~$0.0, respectively.

~~Table of Contents~~

~~Scheduled Amortization~~

The Company makes quarterly payments of 0.25%, of the initial aggregate principal amounts of the 2018 Coty Term B Facility. The remaining balance of the initial aggregate principal amount of the 2018 Coty Term B Facility will be payable on the maturity date of the facility.

Interest

The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either:

(1)SOFR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or

(2)Alternate base rate (“ABR”) plus the applicable margin.

Table of Contents

In the case of the ~~2021~~2023 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:


Pricing Tier	Total Net Leverage Ratio:	SOFR plus:	Alternative Base Rate Margin:
1.0	Greater than or equal to 4.75:1	2.000%	1.000%
2.0	Less than 4.75:1 but greater than or equal to 4.00:1	1.750%	0.750%
3.0	Less than 4.00:1 but greater than or equal to 2.75:1	1.500%	0.500%
4.0	Less than 2.75:1 but greater than or equal to 2.00:1	1.250%	0.250%
5.0	Less than 2.00:1 but greater than or equal to 1.50:1	1.125%	0.125%
6.0	Less than 1.50:1	1.000%	—%


Pricing Tier	Debt Ratings S&P/Moody’s:	SOFR plus:	Alternative Base Rate Margin:
5.0	Less than BB+/Ba1	2.000%	1.000%
4.0	BB+/Ba1	1.750%	0.750%
3.0	BBB-/Baa3	1.500%	0.500%
2.0	BBB/Baa2	1.250%	0.250%
1.0	BBB+/Baa1 or higher	1.125%	0.125%

In the case of the U.S. dollar portion of the 2018 Coty Term B Facility, the applicable margin means 2.25% per annum, in the case of SOFR loans, and 1.25% per annum, in the case of ABR loans. In the case of the euro portion of the 2018 Coty Term B Facility, the applicable margin means 2.50% per annum, in the case of EURIBOR loans. In no event will SOFR be deemed to be less than 0.00% per annum.

Fair Value of Debt


		March 31, 2023				June 30, 2022					September 30, 2023				June 30, 2023
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Secured Notes	Senior Secured Notes	$	2,163.5	$	2,083.5	$	2,131.8	$	1,914.1	Senior Secured Notes	$	3,419.1	$	3,305.0	$	2,161.0	$	2,066.9
2018 Coty Credit Agreement	2018 Coty Credit Agreement	1,460.7		1,439.6		1,512.8		1,451.5		2018 Coty Credit Agreement	85.0		85.0		1,412.6		1,393.5
Senior Unsecured Notes	Senior Unsecured Notes	669.7		664.4		811.4		733.5		Senior Unsecured Notes	663.7		657.0		669.0		661.5
Brazilian Credit Facilities	Brazilian Credit Facilities	42.4		43.6		42.4		48.2		Brazilian Credit Facilities	31.9		32.1		31.9		32.2

The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the Company has the ability to repay the outstanding principal at par value at any time. The Company uses the market approach to value its other debt instruments. The Company obtains fair values from independent pricing services or utilizes the ~~USD~~U.S. dollar SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

~~Table of Contents~~

Debt Maturities Schedule

Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding short-term debt and finance lease obligations as of ~~March 31,~~September 30, 2023, are presented below:


Fiscal Year Ending June 30,	Fiscal Year Ending June 30,			Fiscal Year Ending June 30,
2023, remaining		$	5.8
2024		65.6
2024, remaining				2024, remaining	$	31.9
2025	2025	1,431.7		2025	—
2026	2026	2,333.2		2026	2,304.0
2027	2027	—		2027	—
2028				2028	—
Thereafter	Thereafter	500.0		Thereafter	1,863.8
Total	Total	$	4,336.3	Total	$	4,199.7

Covenants

The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate

Table of Contents

transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.


Quarterly Test Period Ending									Total Net Leverage Ratio (a)
~~March 31,~~September 30, 2023 through April 5, 2025									4.00 to 1.00

(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above). Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company's Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.

As of ~~March 31,~~September 30, 2023, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

~~12.~~10. INTEREST EXPENSE, NET

Interest expense, net for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022, respectively, is presented below:


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022
Interest expense	Interest expense	$	65.2	$	60.9	$	187.8	$	185.4	Interest expense	$	66.8	$	57.6
Foreign exchange (gains) losses, net of derivative contracts		(3.5)		3.4		10.5		1.0
Foreign exchange losses, net of derivative contracts										Foreign exchange losses, net of derivative contracts	8.2		11.9
Interest income	Interest income	(2.9)		(1.4)		(12.6)		(2.8)		Interest income	(5.2)		(3.6)
Total interest expense, net	Total interest expense, net	$	58.8	$	62.9	$	185.7	$	183.6	Total interest expense, net	$	69.8	$	65.9

~~Table of Contents~~

~~13.~~11. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Condensed Consolidated Statements of Operations are presented below:


		Three Months Ended March 31,													Three Months Ended September 30,
		Pension Plans				Other Post- Employment Benefits									Pension Plans								Other Post- Employment Benefits
		U.S.		International					Total				U.S.					International								Total
		2023	2022	2023	2022		2023		2022		2023			2022		2023		2022		2023		2022		2023		2022		2023		2022
Service cost	Service cost	—	—	1.2	2.4	0.2		0.2		1.4		2.6		Service cost	—		—		1.3		1.2		0.1		0.2		1.4		1.4
Interest cost	Interest cost	0.2	0.1	2.7	1.6	0.4		0.3		3.3		2.0		Interest cost	0.2		0.2		3.2		2.7		0.4		0.4		3.8		3.3
Expected return on plan assets	Expected return on plan assets	—	—	(0.9)	(1.2)	—		—		(0.9)		(1.2)		Expected return on plan assets	—		—		(1.2)		(0.9)		—		—		(1.2)		(0.9)
Amortization of prior service credit	Amortization of prior service credit	—	—	—	—	(0.1)		(0.1)		(0.1)		(0.1)		Amortization of prior service credit	—		—		—		—		(0.1)		(0.1)		(0.1)		(0.1)
Amortization of net (gain) loss	Amortization of net (gain) loss	(0.7)	0.1	(0.2)	(0.1)	(0.5)		—		(1.4)		—		Amortization of net (gain) loss	(0.2)		(0.7)		(0.6)		(0.2)		(0.6)		(0.5)		(1.4)		(1.4)
Settlement loss recognized		—	—	—	0.1	—		—		—		0.1

Net periodic benefit cost (credit)	Net periodic benefit cost (credit)	(0.5)	0.2	2.8	2.8	—		0.4		2.3		3.4		Net periodic benefit cost (credit)	—		(0.5)		2.7		2.8		(0.2)		—		2.5		2.3

		Nine Months Ended March 31,
		Pension Plans				Other Post- Employment Benefits
		U.S.		International					Total
		2023	2022	2023	2022		2023		2022		2023			2022
Service cost		—	—	3.6	7.1	0.6		0.6		4.2		7.7
Interest cost		0.6	0.3	8.1	4.8	1.2		0.9		9.9		6.0
Expected return on plan assets		—	—	(2.7)	(3.4)	—		—		(2.7)		(3.4)
Amortization of prior service credit		—	—	—	—	(0.3)		(0.3)		(0.3)		(0.3)
Amortization of net (gain) loss		(2.1)	0.3	(0.6)	(0.3)	(1.5)		—		(4.2)		—
Settlement loss recognized		—	—	—	2.1	—		—		—		2.1
Curtailment gain recognized		—	—	—	(0.2)	—		—		—		(0.2)
Net periodic benefit cost (credit)		(1.5)	0.6	8.4	10.1	—		1.2		6.9		11.9

~~14.~~

Table of Contents

12. DERIVATIVE INSTRUMENTS

Foreign Exchange Risk

The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.

In September 2019, the Company entered into cross-currency swap contracts in the notional amount of $550.0 and designated these cross-currency swaps as hedges of its net investment in certain foreign subsidiaries. In September 2020, the Company terminated its existing net investment cross currency swap derivatives in exchange for cash payment of $37.6. The related loss from this termination is included in accumulated other comprehensive income (loss) (“AOCI/(L)”) until the sale or substantial liquidation of the underlying net investments.

As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the notional amount of the outstanding forward foreign exchange contracts designated as cash flow hedges were ~~$27.4~~$29.1 and ~~$30.0,~~$28.0, respectively.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and ~~cross currency~~cross-currency swaps to hedge intercompany transactions and foreign currency denominated external debt. Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Condensed Consolidated Statements of Operations to which the derivative relates. As of

~~Table of Contents~~

~~March 31,~~ September 30, 2023 and June 30, ~~2022,~~2023, the notional amounts of these outstanding non-designated foreign currency forward and ~~cross currency forward~~cross-currency swap contracts were ~~$1,567.2~~$1,465.1 and ~~$2,403.8,~~$1,653.5, respectively.

Interest Rate Risk

The Company is exposed to interest rate fluctuations related to its variable rate debt instruments. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts. The interest rate swap contracts result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged. This will reduce the negative and positive impact of increases in the variable rates over the term of the contracts. Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value.

As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the Company had interest rate swap contracts designated as effective hedges in the notional amount of ~~$200.0 and $800.0.~~$200.0. These interest rate swaps are designated and qualify as cash flow hedges and were highly effective.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of accumulated other comprehensive income (loss) ("AOCI/(L)"), along with the foreign currency translation adjustments on those investments. As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were ~~€801.6~~€835.9 million and ~~€289.0~~€701.3 million, respectively. The designated hedge amounts were considered highly effective.

Forward Repurchase Contracts

In June and December 2022, the Company entered into certain forward repurchase contracts to start hedging for potential $200.0 and $196.0 share buyback programs, in 2024 and 2025, respectively. These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other expense (income), net in the Condensed Consolidated Statements of Operations. Refer to Note ~~15—~~13—Equity and Convertible Preferred Stock.

Derivative and non-derivative financial instruments which are designated as hedging instruments:

The accumulated gain (loss) ~~gain~~ on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was ~~$(11.2)~~$5.5 and ~~$41.7~~$(12.2) as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively.

~~The accumulated loss on derivative instruments classified as~~In September 2020, the Company terminated its net investment ~~hedges~~cross-currency swap derivative with a notional amount of $550.0 in ~~the foreign currency translation adjustment component~~exchange for cash payment of $37.6. The loss related to this termination of $(37.6) is included in AOCI/(L) ~~was $(37.6)~~ as of ~~March 31,~~September 30, 2023 and June 30, ~~2022.~~2023, and will remain until the sale or substantial liquidation of the underlying net investments.

The amount of gains and losses recognized in Other comprehensive income (loss) (“OCI”) in the Condensed Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:

Gain (Loss) Recognized in OCI Three Months Ended
March 31, Nine Months Ended
March 31,
2023 2022 2023 2022
Foreign exchange forward contracts $ (3.1) $ (4.7) $ (1.8) $ (3.0)
Interest rate swap contracts (0.1) 7.9 1.7 9.8
Net investment hedges (16.2) 5.3 (52.9) 24.2

Table of Contents


Gain (Loss) Recognized in OCI	Three Months Ended September 30,
	2023		2022
Foreign exchange forward contracts	$	1.1	$	1.7
Interest rate swap contracts	1.0		1.7

Net investment hedges	17.7		(5.3)

The accumulated (loss) gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was ~~$(0.8)~~$2.2 and ~~$4.3~~$0.7 as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively. The estimated net gain related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is ~~$(0.8).~~$1.5. As of ~~March 31,~~September 30, 2023, all of the Company's remaining foreign currency forward contracts designated as hedges were highly effective.

~~Table of Contents~~

The amount of gains and losses reclassified from AOCI/(L) to the Condensed Consolidated Statements of Operations related to the Company’s derivative financial instruments which are designated as hedging instruments is presented below:


Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships	Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships	Three Months Ended March 31,												Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships	Three Months Ended September 30,
		2023						2022							2023				2022
		Net revenues		Cost of sales		Interest expense, net		Net revenues		Cost of sales		Interest expense, net			Cost of sales		Interest expense, net		Cost of sales		Interest expense, net

Foreign exchange forward contracts:	Foreign exchange forward contracts:													Foreign exchange forward contracts:
Amount of gain (loss) reclassified from AOCI into income	Amount of gain (loss) reclassified from AOCI into income	$	—	$	0.3	$	—	$	—	$	1.2	$	—	Amount of gain (loss) reclassified from AOCI into income	$	(0.7)	$	—	$	(1.5)	$	—
Interest rate swap contracts:	Interest rate swap contracts:													Interest rate swap contracts:
Amount of gain (loss) reclassified from AOCI into income	Amount of gain (loss) reclassified from AOCI into income	—		—		1.2		—		—		(2.2)		Amount of gain (loss) reclassified from AOCI into income	—		0.6		—		1.8

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships		Nine Months Ended March 31,
		2023						2022
		Net revenues		Cost of sales		Interest expense, net		Net revenues		Cost of sales		Interest expense, net

Foreign exchange forward contracts:
Amount of gain (loss) reclassified from AOCI into income		$	—	$	(1.3)	$	—	$	—	$	1.4	$	—
Interest rate swap contracts:
Amount of gain (loss) reclassified from AOCI into income		—		—		7.9		—		—		(12.0)

Derivatives not designated as hedging:

The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below:


Condensed Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations	Condensed Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations		Three Months Ended March 31,				Nine Months Ended March 31,				Condensed Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations		Three Months Ended September 30,
			2023		2022		2023		2022				2023		2022
Foreign exchange contracts	Foreign exchange contracts	Selling, general and administrative expenses	$	(4.6)	$	(0.4)	$	(4.7)	$	(0.3)	Foreign exchange contracts	Selling, general and administrative expenses	$	0.1	$	—
Foreign exchange contracts	Foreign exchange contracts	Interest expense, net	14.7		(1.5)		(64.6)		18.7		Foreign exchange contracts	Interest expense, net	(29.4)		(34.2)
Foreign exchange and forward repurchase contracts	Foreign exchange and forward repurchase contracts	Other (expense) income, net	161.4		2.8		167.1		2.3		Foreign exchange and forward repurchase contracts	Other (expense) income, net	(75.7)		(52.0)

~~15.~~13. EQUITY AND CONVERTIBLE PREFERRED STOCK

Common Stock

As of ~~March 31,~~September 30, 2023, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. As of ~~March 31,~~September 30, 2023, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was ~~852.7~~888.0 million.

AsOn September 28, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with a group of ~~March 31,~~underwriters to issue and sell 33.0 million shares of the Company’s Class A common stock, par value $0.01 per share, at a public offering price of $10.80 (or €10.28) per share in a global offering (the “Offering”). The Company also announced the admission to listing and trading of its Common Stock on the professional segment of the Euronext Paris.

30.0 million shares were issued in euros and delivered on September 29, 2023 ("EUR shares"), and the remaining 3.0 million shares were issued in U.S. dollars and delivered on October 2, 2023 ("USD shares").

Settlement of the Offering occurred on October 2, 2023 when €299.8 million was received for the EUR shares and $31.5 was received for the USD shares, net of $10.0 of underwriting fees. Additionally, the Company incurred $5.5 in estimated other professional fees. The underwriting fees and other professional fees incurred in connection with the Offering were incremental costs directly attributable to the issuance and thus were presented as a reduction of Equity in the Condensed Consolidated Balance Sheets.

Table of Contents

The Company presented the receivables of $348.5 from the Offering as a reduction of its equity at September 30, 2023.

The Company's Majority Stockholder

Immediately after the Offering and taking into account the proxy agreement entered into on September 29, 2023 by and among JAB Beauty B.V. ("JAB"), Mr. Peter Harf, the Company's Chairman, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr. Harf, JAB, the Company’s largest stockholder, ~~was JAB Beauty B.V. (formerly known as Cottage Holdco B.V.), which owned~~may be deemed to beneficially own approximately 53% of Coty’s ~~outstanding~~ Class A Common Stock. This is inclusive of the 3.0 million shares JAB ~~Beauty B.V., a wholly-owned subsidiary~~purchased in the Offering and all voting interests of ~~JAB Cosmetics B.V. (“JABC”), is indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V. (“JAB”).~~ HFS, including its shares of Series B Preferred Stock on an if converted basis.

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units ~~(the “Award”)~~ on June 30, 2021. On October 29, 2021 and September 18, 2023, JAB ~~Beauty B.V.~~ completed the transfer of 10.0 million and 5.0 million shares of Common Stock, respectively, to Ms. Nabi ~~in connection with her sign-on award of restricted stock units.~~pursuant to an equity transfer agreement. See Note ~~16—~~14—Share-Based Compensation Plans for additional information.

Series A and A-1 Preferred Stock

As of ~~March 31,~~September 30, 2023, total authorized shares of preferred stock are 20.0 million. There are two classes of Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock, both with a par value of $0.01 per share.

~~Table of Contents~~

As of ~~March 31,~~September 30, 2023, there were ~~1.5~~1.0 million shares of Series A and no shares of Series A-1 Preferred Stock authorized, issued and outstanding. Series A Preferred Stock and Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.

As of ~~March 31,~~September 30, 2023, the Company has ~~$1.1~~$0.2 Series A Preferred Stock classified as a liability recorded in ~~Other noncurrent~~Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet.

Convertible Series B Preferred Stock

On May 11, 2020, the Company entered into an Investment Agreement with KKR Rainbow Aggregator L.P. ("KKR Aggregator"), relating to the issuance and sale by the Company to KKR Aggregator of up to 1,000,000 shares of the Company’s new Convertible Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $1,000.0, or $1,000 per share (the “Issuance”). The Company completed the issuances and sales of the Series B Preferred Stock on May 26, 2020 and July 31, 2020. On November 16, 2020, KKR Aggregator and affiliated investment funds agreed to sell 146,057 shares of Series B Preferred Stock, to ~~HFS Holdings S.à r.l, that is beneficially owned by Peter Harf, a director of the Company.~~HFS. The transaction closed on August 27, 2021.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, ~~KKR~~Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") has fully redeemed/exchanged all of their Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0% per year. During the three months ended ~~March 31,~~September 30, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $3.3 and ~~$3.3 and~~ paid accrued dividends of $3.3 and $3.3, respectively. During the nine months ended March 31, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $9.9 and $31.9, and paid accrued dividends of $9.9 and $52.5, respectively.$3.3. As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the Series B Preferred Stock had outstanding accrued dividends of ~~$3.3 and $3.3, respectively.~~$3.3.

Treasury Stock

Share Repurchase Program

Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $500.0 of its Class A Common Stock (the “Incremental Repurchase Program”). Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, the Company did not repurchase any shares of its Class A Common Stock under the Incremental Repurchase Program. As of ~~March 31,~~September 30, 2023, the Company had authority for $396.8 remaining under the Incremental Repurchase Program.

In June and December 2022, the Company entered into forward repurchase contracts (the “Forward” and together the “Forwards”) with three large financial institutions (“Counterparties”) to start hedging for potential $200.0 and $196.0 share buyback programs in 2024 and 2025, respectively. In connection with the June and December 2022 Forward transactions, the Company incurred certain execution fees of $2.0 and $2.0, respectively, which were recognized as a premium to the forward price recorded at inception and amortized ratably over the contract periods.

As part of the Forward agreements, the Company will pay interest on the outstanding underlying notional amount of the Forwards held by the Counterparties during the contract periods. The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread. The weighted average interest rate plus applicable spread for the June and December 2022 Forward transactions were ~~7.9%~~9.7% and ~~8.8%~~9.7%, respectively, as of ~~March 31,~~September 30, 2023.

As part of the June 2022 Forward transaction, two of the Counterparties purchased approximately 27.0 million shares of the Company’s Class A Common Stock. In addition, as part of the December 2022 Forward transaction, these two Counterparties purchased approximately 11.0 million shares of the Company’s Class A Common Stock. The June and December 2022 Forward agreements require the Company to: (i) repurchase the shares on or before June 6, 2024 and December 15, 2024, respectively, at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”); or (ii) at the Company’s option, pay or receive the difference between the Final Price, defined as the weighted average of the daily VWAP during the unwind period as defined in the agreement, and Initial Price of the Forwards.

As part of the December 2022 Forward transaction, the remaining Counterparty purchased approximately 11.5 million shares of the Company’s Class A Common Stock. This Forward requires the Company to pay or receive the difference between the Final Price and Initial Price established at inception of the Forward on or before January 15, 2025.

In addition, the Forwards include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”). Such Hedge Valuation

2723

Table of Contents

~~Adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.~~

In the event the Company declares and pays any cash dividends on its Class A Common Stock, the Forward Counterparties will be entitled to such dividend payments and payable at termination of the Forwards.

Since the Forwards permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the Forwards initially and subsequently at their fair value, with changes in the fair value recorded in Other ~~income,~~expense (income), net in the Condensed Consolidated Statement of Operations.

Dividends

On April 29, 2020, the Board of Directors suspended the payment of ~~dividends.~~dividends on Common Stock. No dividends on Common Stock were declared for the period ended September 30, 2023.

During the period ended September 30, 2023 no dividends on Common Stock were recorded to additional paid-in capital ("APIC").

The change in dividends accrued recorded to APIC in the Condensed Consolidated Balance Sheet as of ~~March 31,~~September 30, 2023 and 2022 was ~~$0.1,~~nil, which represent dividends no longer expected to vest as a result of forfeitures of outstanding restricted stock units (“RSUs”). In addition, ~~to the activity noted above,~~ the Company made payments ~~totaling $0.7,~~of nil and $0.4, of which ~~$0.2 relates~~$0.1 related to ~~tax,~~employee taxes, for the previously accrued dividends on RSUs that vested during the ~~nine~~three months ended ~~March 31, 2023.~~September 30, 2023 and 2022, respectively.

Total accrued dividends on unvested RSUs and phantom units ~~of $1.0 and $0.1 are~~ included in Accrued expenses and other current liabilities are $1.0 as of September 30, 2023 and June 30, 2023. In addition, accrued dividends of $0.1 are included in Other noncurrent liabilities ~~respectively, in the Condensed Consolidated Balance Sheet~~ as of ~~March 31,~~September 30, 2023 and June 30, 2023.

Accumulated Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustments
Gain on Cash Flow Hedges Gain (loss) on Net Investment Hedge Other Foreign Currency Translation Adjustments
Pension and Other Post-Employment Benefit Plans (a)
Total
Balance—July 1, 2022 $ 4.3 $ 4.1 $ (770.8) $ 44.5 $ (717.9)
Other comprehensive income (loss) before reclassifications 0.1 (52.9) 88.4 1.8 37.4
Net amounts reclassified from AOCI/(L) (5.2) — — (4.1) (9.3)
Net current-period other comprehensive (loss) income (5.1) (52.9) 88.4 (2.3) 28.1
Balance—March 31, 2023 $ (0.8) $ (48.8) $ (682.4) $ 42.2 $ (689.8)


			Foreign Currency Translation Adjustments
	Gain on Cash Flow Hedges		(Loss) gain on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans (a)		Total
Balance—July 1, 2023	$	0.7	$	(49.8)	$	(667.9)	$	54.6	$	(662.4)
Other comprehensive income (loss) before reclassifications	1.5		17.7		(132.1)		(1.5)		(114.4)
Net amounts reclassified from AOCI/(L)	—		—		—		(0.6)		(0.6)
Net current-period other comprehensive income (loss)	1.5		17.7		(132.1)		(2.1)		(115.0)
Balance—September 30, 2023	$	2.2	$	(32.1)	$	(800.0)	$	52.5	$	(777.4)

(a) For the ~~nine~~three months ended ~~March 31,~~September 30, 2023, other comprehensive ~~income~~loss before reclassifications of ~~$1.8~~$1.5 and net amounts reclassified from AOCI/(L) related to pensions and other post-employment benefit plans included amortization of prior service credits and actuarial losses of ~~$4.5,~~$1.5, net of tax of ~~$0.4.~~$0.9.


				Foreign Currency Translation Adjustments											Foreign Currency Translation Adjustments
		Loss on Cash Flow Hedges		(Loss) gain on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans		Total			Loss on Cash Flow Hedges		Gain (loss) on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans		Total
Balance—July 1, 2021		$	(15.5)	$	(32.2)	$	(259.3)	$	(14.9)	$	(321.9)
Balance—July 1, 2022												Balance—July 1, 2022	$	4.3	$	4.1	$	(770.8)	$	44.5	$	(717.9)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	6.3		24.2		(239.2)		—		(208.7)		Other comprehensive income (loss) before reclassifications	1.3		(5.3)		(258.6)		(2.5)		(265.1)
Net amounts reclassified from AOCI/(L)	Net amounts reclassified from AOCI/(L)	8.2		—		—		2.1		10.3		Net amounts reclassified from AOCI/(L)	(0.4)		—		—		(0.7)		(1.1)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	14.5		24.2		(239.2)		2.1		(198.4)		Net current-period other comprehensive income (loss)	0.9		(5.3)		(258.6)		(3.2)		(266.2)
Balance—March 31, 2022		$	(1.0)	$	(8.0)	$	(498.5)	$	(12.8)	$	(520.3)
Balance—September 30, 2022												Balance—September 30, 2022	$	5.2	$	(1.2)	$	(1,029.4)	$	41.3	$	(984.1)

2824

Table of Contents

~~16.~~14. SHARE-BASED COMPENSATION PLANS

Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022
Equity plan expense (a)	Equity plan expense (a)	$	32.7	$	29.1	$	97.7	$	163.8	Equity plan expense (a)	$	30.2	$	31.4

Liability plan (income) expense	Liability plan (income) expense	0.9		(0.6)		1.2		0.5		Liability plan (income) expense	(0.5)		(0.3)
Fringe expense		—		0.3		1.5		2.5

Total share-based compensation expense	Total share-based compensation expense	$	33.6	$	28.8	$	100.4	$	166.8	Total share-based compensation expense	$	29.7	$	31.1

(a) Equity plan share-based compensation expense of ~~$32.7~~$30.2 and ~~$29.1~~$31.4 were recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity for the three months ended March 31, 2023 and 2022, respectively. Equity plan share-based compensation expense of $97.7 and $163.8 were recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity for the nine months ended March 31,September 30, 2023 and 2022, respectively.

As of ~~March 31,~~September 30, 2023, the total unrecognized share-based compensation expense related to stock options, ~~Series A Preferred Stock,~~ restricted stock, ~~and~~ restricted stock units and other share awards, and performance restricted stock units ("PRSUs") is ~~$1.2, $0.0, $3.9~~$0.5, $2.8, $142.7, and ~~$103.8,~~$25.3, respectively. The unrecognized share-based compensation expense related to stock options, ~~Series A Preferred stock,~~ restricted stock, ~~and~~ restricted stock units and other share awards, and PRSUs, is expected to be recognized over a weighted-average period of ~~1.11, 0.00, 2.07~~0.66, 1.72, 3.98 and ~~1.43~~2.77 years, respectively.

Restricted Stock Units and Other Share Awards

The Company granted ~~nil and 8.3 million~~no shares of RSUs and other share awards during the three ~~and nine~~ months ended ~~March 31, 2023, respectively.~~September 30, 2023. The Company recognized share-based compensation expense of ~~$32.1~~$29.4 and ~~$29.4~~$30.7 for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively, of which ~~$23.0~~$21.0 and ~~$22.6~~$23.5 related to Ms. Nabi's award, as described below.

Performance Restricted Stock Units

The Company granted 2.1 million shares of PRSUs, during the three months ended September 30, 2023. The Company recognized share-based compensation expense of ~~$97.3~~$0.6 and ~~$166.6~~$0.0 for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, respectively, of which ~~$70.1~~$0.1 and ~~$146.6,~~$0.0, respectively, related to Ms. Nabi's ~~award.~~award, as described below.

Long-term Equity Program for CEO

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021. The Award ~~will vest~~vested and ~~settle~~settled in 10.0 million shares of the Company’s Class A Common Stock, par value $0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, ~~2023, subject to her continued employment through each such date.~~2023. The Company ~~will recognize~~recognized the share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

In connection with this Award, on October 29, 2021 and September 18, 2023, JAB, ~~Beauty B.V.,~~ the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., completed the transfer of 10.0 million shares of Class A Common Stock to Ms. Nabi. In the event Ms. Nabi remains employed through the third vesting date, JAB Beauty B.V. has agreed, pursuant to an equity transfer agreement, to transfer to Ms. Nabi (either directly or through contributing to the Company) an additionaland 5.0 million shares of Class A Common Stock, respectively, to Ms. Nabi.

On August 31, 2023 and 2022, the Company issued 5.0 million and 10.0 million shares of Class A Common Stock, respectively, to Ms. Nabi in connection with the third and second vesting of the Award.

Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted Ms. Nabi a one-time award of 10,416,667 RSUs and will grant a total of 10,416,665 PRSUs in five equal tranches over the next five years. These two awards will vest periodically over the next seven years in accordance with the terms discussed below.

Ms. Nabi's 10,416,667 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over five years on the following vesting schedule: (i) 15% on September 1, 2024, (ii) 15% on September 1, 2025, (iii) 20% on September 1, 2026, (iv) 20% on September 1, 2027; and (v) 30% on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. The Company will recognize approximately $109.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

The first tranche of Ms. Nabi's PRSU award of 2,083,333 shares shall fully vest on September 1, 2026, subject to the achievement of three-year performance objectives determined by the Board on September 28, 2023 (the grant date) and subject to Ms. Nabi’s continued employment. The next four tranches of 2,083,333 PRSUs will be granted on or around each September 1 of 2024 through 2027, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the

Table of Contents

achievement of three-year performance objectives to be determined by the Board. The Company will recognize share-based compensation expense associated with these PRSUs, on a straight-line basis over the vesting period, based on the fair value on the grant date when it is probable that the performance condition will be achieved.

In the event that JAB and Ms. Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms. Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms. Nabi in such transaction. The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant. The potential expense attributed to the reload options will be recognized when the reload options are granted.

Restricted Stock

The Company granted ~~0.0 million and 0.4 million~~no shares of restricted stock, during the three ~~and nine~~ months ended ~~March 31, 2023, respectively.~~September 30, 2023. The Company recognized share-based compensation expense of ~~$0.7~~$0.5 and ~~$0.7~~$0.5 for the three months ended ~~March 31, 2023 and 2022, respectively, and $1.9 and $1.2 for the nine months ended March 31,~~September 30, 2023 and 2022, respectively.

Series A Preferred Stock and Series A-1 Preferred Stock

The Company granted no shares of Series A Preferred Stock or Series A-1 Preferred Stock during the three ~~and nine~~ months ended ~~March 31, 2023, respectively.~~September 30, 2023. The Company recognized share-based compensation ~~expense (income)~~income of $0.6 and ~~$(0.7)~~$0.4 for the three months ended ~~March 31,~~September 30, 2023 and 2022, ~~respectively, and $0.4 and $0.2 for the nine months ended March 31, 2023 and 2022,~~ respectively.

~~Table of Contents~~

Non-Qualified Stock Options

The Company granted no non-qualified stock options during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023. The Company recognized share-based compensation (income) expense ~~(income)~~ of ~~$0.2~~$(0.2) and ~~$(0.6)~~$0.3 for the three months ended ~~March 31, 2023 and 2022, respectively, and $0.8 and $(1.2) for the nine months ended March 31,~~September 30, 2023 and 2022, respectively.

~~17.~~15. NET INCOME ATTRIBUTABLE TO COTY INC. PER COMMON SHARE

Reconciliation between the numerators and denominators of the basic and diluted income per share (“EPS”) computations is presented below:


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022			2023		2022

Amounts attributable to Coty Inc.:	Amounts attributable to Coty Inc.:									Amounts attributable to Coty Inc.:
Net income from continuing operations		$	108.4	$	52.9	$	475.3	$	536.5
Net income attributable to Coty Inc.										Net income attributable to Coty Inc.	$	1.6	$	128.6
Convertible Series B Preferred Stock dividends	Convertible Series B Preferred Stock dividends	(3.3)		(3.3)		(9.9)		(195.0)		Convertible Series B Preferred Stock dividends	(3.3)		(3.3)
Net income from continuing operations attributable to common stockholders		105.1		49.6		465.4		341.5
Net income from discontinued operations, net of tax		—		0.7		—		4.5
Net income attributable to common stockholders		$	105.1	$	50.3	$	465.4	$	346.0

Net (loss) income attributable to common stockholders										Net (loss) income attributable to common stockholders	$	(1.7)	$	125.3

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Weighted-average common shares outstanding—Basic	Weighted-average common shares outstanding—Basic	851.6		838.4		848.1		814.8		Weighted-average common shares outstanding—Basic	854.3		842.0
Effect of dilutive stock options and Series A Preferred Stock (a)	Effect of dilutive stock options and Series A Preferred Stock (a)	—		—		—		—		Effect of dilutive stock options and Series A Preferred Stock (a)	—		—
Effect of restricted stock and RSUs (b)	Effect of restricted stock and RSUs (b)	13.6		14.5		14.0		12.7		Effect of restricted stock and RSUs (b)	—		16.5
Effect of Convertible Series B Preferred Stock (c)	Effect of Convertible Series B Preferred Stock (c)	—		—		23.7		—		Effect of Convertible Series B Preferred Stock (c)	—		23.7
Effect of Forward Repurchase Contracts (d)	Effect of Forward Repurchase Contracts (d)	—		—		—		—		Effect of Forward Repurchase Contracts (d)	—		—
Weighted-average common shares outstanding—Diluted	Weighted-average common shares outstanding—Diluted	865.2		852.9		885.8		827.5		Weighted-average common shares outstanding—Diluted	854.3		882.2

Earnings per common share:	Earnings per common share:									Earnings per common share:
Earnings from continuing operations per common share - basic		$	0.12	$	0.06	$	0.55	$	0.42
Earnings from continuing operations per common share - diluted (e)		0.12		0.06		0.54		0.42

Earnings per common share - basic	Earnings per common share - basic	0.12		0.06		0.55		0.42		Earnings per common share - basic	$	—	$	0.15
Earnings per common share - diluted (e)	Earnings per common share - diluted (e)	0.12		0.06		0.54		0.42		Earnings per common share - diluted (e)	—		0.15

(a) For the three months ended ~~March 31,~~September 30, 2023, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of Common Stock were excluded in the computation of diluted loss per share due to the net loss incurred during the period. For the three months ended September 30, 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase ~~5.6 million and 6.6~~6.2 million shares of Common Stock respectively, were anti-dilutive and excluded from the computation of diluted EPS. For the nine months ended March 31, 2023 and 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 5.8 million and 8.9 million weighted average shares of Common Stock, respectively, were anti-dilutive and excluded from the computation of diluted EPS.

Table of Contents

(b) For the three months ended ~~March 31,~~September 30, 2023, ~~and 2022, there~~RSUs were ~~0.0 and 0.7 million weighted average anti-dilutive RSUs, respectively,~~ excluded from the computation of diluted ~~EPS. For~~loss per share due to the ~~nine months ended March 31, 2023 and 2022, there were 0.0 and 2.3 million weighted average anti-dilutive RSUs, respectively, excluded from~~net loss incurred during the ~~computation of diluted EPS.~~period.

(c) For the three months ended ~~March 31,~~September 30, 2023, ~~and the three and nine months ended March 31, 2022, there were 23.7 million, 23.7 million and 79.2 million weighted average dilutive shares of~~ Convertible Series B Preferred Stock ~~respectively,~~was excluded from the computation of diluted ~~EPS as their inclusion would be anti-dilutive.~~loss per share due to the net loss incurred during the period.

(d) For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted ~~EPS as Coty is in~~loss per share due to the ~~position to receive~~net loss incurred during the period. For the three months ended September 30, 2022, 3.1 million weighted average dilutive shares for the Forward Repurchase Contracts were excluded from the ~~counterparties and~~computation of diluted EPS as ~~such~~ their inclusion would behave been anti-dilutive.

~~Table of Contents~~

(e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the convertible Series B Preferred Stock, and the Forward Repurchase Contracts. When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, RSUs and ~~RSUs,~~PRSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts. The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $3.3 and $3.3, respectively, and to reverse the impact of fair market value (gains)/losses for contracts with the option to settle in shares or cash of ~~$(93.9)~~$44.3 and ~~$0.0,~~$27.7, respectively, if dilutive, for the three months ended March 31, 2023 and 2022 on net income applicable to common stockholders during the period. The if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $9.9 and $195.0, respectively, and to reverse the impact of fair market value (gains)/losses for contracts with the option to settle in shares or cash of $(100.7) and $0.0, respectively, if dilutive, for the nine months ended March 31,September 30, 2023 and 2022 on net income applicable to common stockholders during the period.

~~18. MANDATORILY REDEEMABLE FINANCIAL INTERESTS AND~~16. REDEEMABLE NONCONTROLLING INTERESTS

~~Mandatorily Redeemable Financial Interest~~

~~United Arab Emirates subsidiary~~

In July 2021, the Company purchased the remaining 25% noncontrolling interest of a certain subsidiary in the United Arab Emirates from the noncontrolling interest holder for $7.1, pursuant to the related U.A.E. Shareholders Agreement. The termination was effective on December 31, 2020 and immediately prior to the cash payment, the noncontrolling interest balance was recorded as a mandatorily redeemable financial instrument liability.

~~Redeemable Noncontrolling Interests~~

Subsidiary in the Middle East

As of ~~March 31,~~September 30, 2023, the noncontrolling interest holder in the Company’s subsidiary in the Middle East had a 25% ownership share. The Company adjusts the redeemable noncontrolling interests (“RNCI”) to redemption value at the end of each reporting period with changes recognized as adjustments to APIC. The Company recognized ~~$69.1~~$98.6 and ~~$69.8~~$93.5 as the RNCI balances as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively.

~~19.~~17. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury ~~(including~~(mostly involving allegations related to alleged asbestos ~~claims related to~~in the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”). While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities. However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings. From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties. As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

~~Certain Litigation~~. A consolidated stockholder class and derivative action (the “Tender Offer Litigation”) concerning the tender offer by JAB Beauty B.V. (the “Cottage Tender Offer”) and the Schedule 14D-9 is pending against certain current and former directors of the Company, JAB Holding Company S.à r.l., JAB Holdings B.V., JAB Cosmetics B.V., and JAB Beauty B.V. in the Court of Chancery of the State of Delaware (the "Court"). The Company was named as a nominal defendant. The case, which was filed on May 6, 2019, was captioned Massachusetts Laborers’ Pension Fund v. Harf et al., Case No. 2019-0336-AGB. On June 14, 2019, plaintiffs in the consolidated action filed a Verified Amended Class Action and Derivative Complaint (“Amended Complaint”). After defendants responded to the Amended Complaint, on October 21, 2019, plaintiffs filed a Verified Second Amended Class Action and Derivative Complaint (the “Second Amended Complaint”), alleging that the directors and JAB Holding Company S.à r.l., JAB Holdings B.V., JAB Cosmetics B.V., and JAB Beauty B.V. breached their fiduciary duties to the Company’s stockholders and breached the Stockholders Agreement. The Second Amended Complaint seeks, among other things, monetary relief. On November 21, 2019, the defendants moved to dismiss certain claims asserted in

3127

Table of Contents

the Second Amended Complaint, and certain of the director defendants also answered the complaint. On May 7, 2020, plaintiffs stipulated to the dismissal without prejudice of JAB Holding Company S.à r.l. from the action. On August 17, 2020, the court denied the remaining motions to dismiss. On March 29, 2023, the parties to the Tender Offer Litigation entered into a Stipulation and Agreement of Compromise and Settlement, the terms of which have been made available as part of the public filing requirements associated with the court-approval process. The Court will hold a hearing to consider whether to approve the settlement in June 2023. If approved, the settlement is not expected to have a material impact on the Company’s financial results.

~~At this time, the Company cannot reasonably estimate a range of loss, if any, not covered by available insurance, that may result given the current status of these lawsuits.~~

Brazilian Tax Assessments

The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time. Current open tax assessments as of ~~March 31,~~September 30, 2023 are:

Assessment received

Type of assessment

Type of Tax

Tax period impacted

Estimated amount, including interest and penalties as of

~~March 31,~~September 30, 2023

Mar-18

State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered

ICMS

2016-2017

R$~~1.1~~0.0 million (approximately ~~$0.2)~~$0.0) (a)

Aug-20

ICMS

2017-2019

R$~~555.4~~674.1 million (approximately ~~$109.0)~~$133.9)

Oct-20

Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated

IPI

2016-2017

R$~~392.3~~414.6 million (approximately ~~$77.0)~~$82.4)

Nov-22

IPI

2018-2019

R$~~522.8~~556.5 million (approximately ~~$102.6)~~$110.5)

Nov-20

State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated

ICMS

2016-2019

R$~~212.5~~223.0 million (approximately ~~$41.7)~~$44.3)

Jun-21

State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated

ICMS

2016-2020

R$~~62.7~~65.2 million (approximately ~~$12.3)~~$13.0)

~~During the third~~



(a) During the fourth quarter of fiscal 2023, the ICMS assessment received in March 2018 had an unfavorable decision at administrative instance. The Company paid the R$1.1 million (approximately $0.2) penalty in August 2023 and the case closed. The Company does not believe the outcome of this decision will weigh on other pending cases as the case factors for other open ICMS assessments are different.

The Minas Gerais State tax ICMS assessment received in November 2020 ~~was moved to~~is currently at the judicial process. For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive, for which the Company received an unfavorable ruling and has filed an appeal. In the first quarter of fiscal 2024, the Company filed a motion for clarification as a step before potentially appealing to a Brazilian higher court. All other cases are currently in the administrative process. The Company expects that cases may move from the administrative to the judicial process, although the exact timing is uncertain. For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude. The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments. The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

Due to the fiscal environment in Brazil, the possibility of further tax assessments related to the same or similar matters cannot be ruled out.

~~20.~~18. RELATED PARTY TRANSACTIONS

Relationship with KKR

On December 22, 2021, the Company entered into an agreement with Rainbow UK Bidco Limited (“KKR ~~Bidco~~Bidco”) (an affiliate of funds and/or separately managed accounts advised and/or managed by KKR), related to post-closing adjustments to the purchase consideration for the Coty’s Professional and Retail Hair businesses, including the Wella, ~~Business.~~Clairol, OPI and ghd brands, (together, the “Wella Business”). In relation to this agreement, the Company recognized ~~gains~~a gain of ~~$2.1 and $28.5,~~$6.6, in the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, ~~respectively,~~ which ~~are~~is reported in Other ~~income,~~expense (income), net in the Condensed Consolidated Statements of Operations. ~~The unearned portion~~As of ~~amounts~~September 30, 2023, the Company earned the full amount advanced tofrom the ~~Company~~Wella Business as part of this agreement and ~~cost reimbursements due to~~has recognized a receivable from Wella ~~were $4.8 and $0.2 as~~ of ~~March 31, 2023 and is reflected in Other noncurrent liabilities in the Condensed Consolidated Balance Sheet.~~$4.1 for amounts earned that have not been paid.

Wella

As of ~~March 31,~~September 30, 2023, Coty owned 25.9% of the Wella Company as an equity investment and performs certain services to Wella. Refer to Note 8—6— Equity Investments.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”). Subject to the terms of this TSA, the Company will perform services for Wella in exchange for related service fees. Such services include billing and collecting from Wella customers, certain logistics and warehouse services, as well as other administrative and systems support. The Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022. The Company and Wella have also entered into other manufacturing and distribution arrangements to

Table of Contents

facilitate the Wella Business transition in the U.S. and Brazil. TSA fees and other fees earned were ~~$0.9~~$1.0 and ~~$1.8, respectively,~~

~~Table of Contents~~

~~for the three months ended March 31, 2023 and $15.7 and $1.7,~~$2.3, respectively, for the three months ended ~~March 31, 2022. TSA fees~~September 30, 2023 and ~~other fees earned were $2.4~~$0.8 and ~~$5.9,~~$2.1, respectively, for the ~~nine~~three months ended ~~March 31, 2023 and $86.0 and $4.8, respectively, for the nine months ended March 31,~~September 30, 2022. The TSA fees are principally invoiced on a cost plus basis. The TSA fees and other fees were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Condensed Consolidated Statement of Operations.

The Company also entered into an agreement with Wella to provide management, consulting and financial services to Wella and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (in assisting it in the management of its business). Amounts due to the Company pursuant to this arrangement as of ~~March 31,~~September 30, 2023 is ~~$0.6.~~$0.3.

As of ~~March 31,~~September 30, 2023, accounts receivable from and accounts payable to Wella of ~~$63.4~~$78.4 and ~~$9.1,~~$7.6, respectively, were included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, in the Company's Condensed Consolidated Balance Sheets. Additionally, as of ~~March 31,~~September 30, 2023, the Company has accrued ~~$35.1~~$34.5 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Condensed Consolidated Balance Sheet.

In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employees”), who participated in the Coty Long-Term Incentive Plan. The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation. As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date. For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022, Coty recorded ~~$1.1~~$0.7 and ~~$1.0, respectively, and $3.8 and $(0.4),~~$1.7, respectively of share-based compensation expense ~~(income)~~ related to Wella employees, which was presented as part of Other ~~income,~~expense (income), net in the Condensed Consolidated Statements of Operations.

The Company has certain sublease arrangements with Wella after the sale. The Company reported sublease income from Wella of ~~$2.3~~$2.1 and ~~$3.0, respectively, and $7.0 and $10.1,~~$2.4, respectively for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022.

~~21.~~19. SUBSEQUENT EVENTS

Euronext Paris Public Offering

On September 28, 2023, the Company entered into the Underwriting Agreement with a group of underwriters to issue and sell 33.0 million shares of the Company’s Class A common stock, par value $0.01 per share (see Note 13—Equity and Convertible Preferred Stock for additional information). The Company ~~announced a new compensatory program for~~intends to use the ~~Company’s CEO, Sue Nabi. Under~~proceeds of approximately $348.5, net of underwriting fees, from this offering primarily to retire the ~~terms~~principal amount of outstanding debt. Other uses include general corporate purposes, such as strategic investments in the business, working capital and capital expenditures. Settlement of the ~~new arrangement, the Board has designed a long-term equity program with equity awards vesting through 2030, comprised~~Offering occurred on October 2, 2023.

Paydown of a one-time award of restricted stock units and an annual award of performance restricted stock units with three-year Company performance objectives. The Company filed a current report on Form 8-K on MayBrazilian Credit Facility

On October 5, 2023, ~~disclosing the terms~~a wholly-owned subsidiary of the ~~new compensatory program.~~Company utilized cash on hand to fully paid down the U.S. Dollar-denominated credit facility in Brazil in the amount of $31.9.

3329

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the financial condition and results of operations of Coty Inc. and its consolidated subsidiaries, should be read in conjunction with the information contained in the Condensed Consolidated Financial Statements and related notes included elsewhere in this document, and in our other public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2022~~2023 (“Fiscal ~~2022~~2023 Form 10-K”). When used in this discussion, the terms “Coty,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Coty Inc. and its majority and wholly-owned subsidiaries. Also, when used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The following report includes certain non-GAAP financial measures. See “Overview—Non-GAAP Financial Measures” for a discussion of non-GAAP financial measures and how they are calculated.

All dollar amounts in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

More information about potential risks and uncertainties that could affect our business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and other periodic reports we have filed and may file with the SEC from time to time.

Forward-looking Statements

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the wind down of the Company’s operations in Russia (including timing and expected impact), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), expectations and/or plans with respect to joint ventures (including Wella and the timing and size of any related divestiture, distribution or return of capital), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred ~~stock)~~stock and expectations for stock repurchases), investments, licenses and portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), synergies, savings, performance, cost, timing and integration of acquisitions, future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company’s ongoing transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions, continued process improvements and supply chain changes), the impact, cost, timing and implementation of e-commerce and digital initiatives, the expected impact, cost, timing and implementation of sustainability initiatives (including progress, plans and goals), the impact of COVID-19, the expected impact of geopolitical risks including the ongoing war in Ukraine and/or the armed conflict in the Middle East on our business operations, sales outlook and strategy, the expected impact of global supply chain challenges and/or inflationary pressures (including as a result of ~~COVID-19 and/or~~ the war in ~~Ukraine)~~Ukraine and/or armed conflict in the Middle East) and expectations regarding future service levels and inventory levels, the impact of the dual-listing of our Class A Common Stock on Euronext Paris, and the priorities of senior management. These forward-looking statements are generally identified by words or phrases, such as “anticipate”, “are going to”, “estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”, “will”, “may”, “should”, “outlook”, “continue”, “temporary”, “target”, “aim”, “potential”, “goal” and similar words or phrases. These statements are based on certain assumptions and estimates that we consider reasonable, but are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual events or results (including our financial condition, results of operations, cash flows and prospects) to differ materially from such statements, including risks and uncertainties relating to:

•our ability to successfully implement our multi-year transformation agenda and compete effectively in the beauty industry, achieve the benefits contemplated by our strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging) and successfully implement our strategic priorities (including stabilizing our consumer beauty brands through leading innovation and improved execution, accelerating our prestige fragrance brands and ongoing expansion into prestige cosmetics, building a comprehensive skincare portfolio, enhancing our e-commerce and direct-to-consumer (“DTC”) capabilities, expanding our presence in China through prestige products and select consumer beauty brands, and establishing Coty as an industry leader in sustainability) in each case within the expected time frame or at all;

Table of Contents

•our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including new products ~~related to Kylie Jenner’s or Kim Kardashian West’s existing beauty businesses,~~in our skincare and prestige cosmetics portfolios, any relaunched or rebranded products and the anticipated costs and discounting associated with such relaunches and rebrands, and consumer receptiveness to our current and future marketing philosophy and consumer engagement activities (including digital marketing and media);

~~Table of Contents~~

•use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, income taxes (including the expected timing and amount of the release of any tax valuation allowance), the assessment of goodwill, other intangible and long-lived assets for impairments, the market value of inventory, and the fair value of the equity ~~investment, and the fair value of acquired assets and liabilities associated with acquisitions;~~investment;

•the impact of any future impairments;

•managerial, transformational, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with ~~the Company’s response to COVID-19 (or future similar events),~~ our transformation agenda, our global business strategies, the integration and management of the strategic partnerships with Kylie Jenner and Kim Kardashian ~~West~~, and future strategic initiatives, and, in particular, our ability to manage and execute many initiatives simultaneously including any resulting complexity, employee attrition or diversion of resources;

•the timing, costs and impacts of divestitures and the amount and use of proceeds from any such transactions;

•future divestitures and the impact thereof on, and future acquisitions, new licenses and joint ventures and the integration thereof with, our business, operations, systems, financial data and culture and the ability to realize synergies, manage supply chain challenges and ~~avoid future supply chain and~~ other business disruptions, reduce costs (including through our cash efficiency initiatives), avoid liabilities and realize potential efficiencies and benefits (including through our restructuring initiatives) at the levels and at the costs and within the time frames contemplated or at all;

•increased competition, consolidation among retailers, shifts in consumers’ preferred distribution and marketing channels (including to digital and ~~Prestige~~prestige channels), distribution and shelf-space resets or reductions, compression of go-to-market cycles, changes in product and marketing requirements by retailers, reductions in retailer inventory levels and order lead-times or changes in purchasing patterns, impact from COVID-19 on retail revenues, and other changes in the retail, e-commerce and wholesale environment in which we do business and sell our products and our ability to respond to such changes (including our ability to expand our digital, direct-to-consumer and e-commerce capabilities within contemplated timeframes or at all);

•our and our joint ventures’, business partners’ and licensors’ abilities to obtain, maintain and protect the intellectual property used in our and their respective businesses, protect our and their respective reputations (including those of our and their executives or influencers) and public goodwill, and defend claims by third parties for infringement of intellectual property rights;

•any change to our capital allocation and/or cash management priorities, including any change in our dividend ~~policy;~~policy and any change in our stock repurchase plans;

•any unanticipated problems, liabilities or integration or other challenges associated with a past or future acquired business, joint ventures or strategic partnerships, which could result in increased risk or new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory, compliance or legal matters, and specifically in connection with the strategic partnerships with Kylie Jenner and Kim Kardashian, ~~West,~~ risks related to the entry into a new distribution channel, the potential for channel conflict, risks of retaining customers and key employees, difficulties of integration (or the risks associated with limiting integration), and management of the partnerships, our relationships with Kylie Jenner and Kim Kardashian, our ability to protect trademarks and brand names, litigation, or investigations by governmental authorities, and changes in law, regulations and policies that affect King Kylie LLC (“King Kylie”) and/or KKW Holdings, LLC’s (“KKW Holdings”) business or products, including risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to King Kylie and/or KKW Holdings’ business model, revenue, sales force or business;

•our international operations and joint ventures, including enforceability and effectiveness of our joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex local and international regulations;

•our dependence on certain licenses (especially in the fragrance category) and our ability to renew expiring licenses on favorable terms or at all;

•our dependence on entities performing outsourced functions, including outsourcing of distribution functions, and third-party manufacturers, logistics and supply chain suppliers, and other suppliers, including third-party software providers, web-hosting and e-commerce providers;

Table of Contents

•administrative, product development and other difficulties in meeting the expected timing of market expansions, product launches, re-launches and marketing efforts, including in connection with new products ~~related to Kylie Jenner’s or Kim Kardashian West’s existing beauty businesses or new products related to Orveda~~in our skincare and prestige cosmetics portfolios;

~~Table of Contents~~

•changes in the demand for our products due to declining or depressed global or regional economic conditions, and declines in consumer confidence or spending, whether related to the economy (such as austerity measures, tax increases, high fuel costs, or higher unemployment), wars and other hostilities and armed conflicts, natural or other disasters, weather, pandemics, security concerns, terrorist attacks or other factors;

•global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, ~~Brexit (and related business or market disruption), recent~~armed conflict in the Middle East, elections in Brazil, the current U.S. administration and ~~mid-term~~future elections, changes in the U.S. tax code, and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S., the European Union, and Asia and in other regions where we operate, potential regulatory limits on payment terms in the European Union, recent and future changes in sanctions regulations including in connection with the war in Ukraine and any escalation or expansion thereof, regulatory uncertainty impacting the wind-down of our business in Russia, and recent and future changes in regulations impacting the beauty industry, including regulatory measures addressing products, formulations, raw materials and packaging;

•currency exchange rate volatility and currency devaluation and/or inflation;

•our ability to implement and maintain pricing actions to effectively mitigate increased costs and inflationary pressures, and the reaction of customers or consumers to such pricing actions;

•the number, type, outcomes (by judgment, order or settlement) and costs of current or future legal, compliance, tax, regulatory or administrative proceedings, investigations and/or litigation, including product liability cases (including asbestos and talc-related litigation for which indemnities and/or insurance may not be available), distributor or licensor litigation, and compliance, litigation or investigations relating to our joint ventures and strategic partnerships;

•our ability to manage seasonal factors and other variability and to anticipate future business trends and needs;

•the impact of COVID-19 (or future similar events), including demand for the Company’s products, illness, quarantines, government actions, facility closures, store closures or other restrictions in connection with the COVID-19 pandemic, and the extent and duration thereof, related impact on our ability to meet customer needs and on the ability of third parties on which we rely, including our suppliers, customers, contract manufacturers, distributors, contractors, commercial banks and joint-venture partners, to meet their obligations to us, in particular collections from customers, and the ability to successfully implement measures to respond to such impacts;

•disruptions in the availability and distribution of raw materials and components needed to manufacture our products, and our ability to effectively manage our production and inventory levels in response to supply challenges;

•disruptions in operations, sales and in other areas, including due to disruptions in our supply chain, restructurings and other business alignment activities, manufacturing or information technology systems, labor disputes, extreme weather and natural disasters, impact from COVID-19 or similar global public health events, the outbreak of war or hostilities (including the war in Ukraine and armed conflict in the Middle East and any escalation or expansion thereof), the impact of global supply chain challenges, and the impact of such disruptions on our ability to generate profits, stabilize or grow revenues or cash flows, comply with our contractual obligations and accurately forecast demand and supply needs and/or future results;

•our ability to adapt our business to address climate change concerns, including through the implementation of new or unproven technologies or processes, and to respond to increasing governmental and regulatory measures relating to environmental, social and governance matters, including expanding mandatory and voluntary reporting, diligence and disclosure, as well as new taxes (including on energy and plastic), and the impact of such measures on our costs, business operations and strategy;

•restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs;

•increasing dependency on information technology, including as a result of remote working practices, and our abilityor the ability of any of the third-party service providers we use to support our business, to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, including ransomware attacks, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act and similar state laws,

Table of Contents

the Brazil General Data Protection Law, and the China Data Security Law and Personal Information Protection Law) or to protect against theft of customer, employee and corporate sensitive information;

•our ability to attract and retain key personnel and the impact of senior management transitions;

•the distribution and sale by third parties of counterfeit and/or gray market versions of our products;

~~Table of Contents~~

•the impact of our ongoing transformation agenda and continued process improvements on our relationships with key customers and suppliers and certain material contracts;

•our relationship with JAB Beauty B.V.~~(formerly known as Cottage Holdco B.V.)~~, as our majority stockholder, and its affiliates, and any related conflicts of interest or litigation;

•our relationship with KKR, whose affiliate KKR Bidco, is an investor in the Wella Business, and any related conflicts of interest or litigation;

•future sales of a significant number of shares by our majority stockholder or the perception that such sales could occur; and

•other factors described elsewhere in this document and in documents that we file with the SEC from time to time.

All forward-looking statements made in this document are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this document, and we do not undertake any obligation, other than as may be required by applicable law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such, and should only be viewed as historical data.

Industry, Ranking and Market Data

Unless otherwise indicated, information contained in this Quarterly Report on Form 10-Q concerning our industry and the markets in which we operate, including our general expectations about our industry, market position, market opportunity and market sizes, is based on data from various sources including internal data and estimates as well as third-party sources widely available to the public, such as independent industry publications, government publications, reports by market research firms or other published independent sources and on our assumptions based on that data and other similar sources. We did not fund and are not otherwise affiliated with the third-party sources that we cite. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions, and such information has not been verified by any independent sources. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we generally believe the market, industry and other information included in this Quarterly Report on Form 10-Q to be the most recently available and to be reliable, such information is inherently imprecise and we have not independently verified any third-party information or verified that more recent information is not available.

Our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal ~~2023”~~2024” refer to the fiscal year ending June 30, ~~2023.~~2024. Any reference to a year not preceded by “fiscal” refers to a calendar year.

OVERVIEW

We are one of the world’s largest beauty companies, with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Through targeted strategic transactions, we have strengthened and diversified our presence across the countries, categories and channels in which we compete, building a strong beauty platform. We continue to make progress on ourOur strategic priorities ~~including~~include stabilizing and growing our Consumer Beauty brands through leading innovation and improved execution, accelerating our Prestige fragrance business and ongoing expansion into Prestige cosmetics, building a comprehensive skincare portfolio leveraging existing brands, enhancing our e-commerce and Direct-to-Consumer (“DTC”) capabilities, expanding our presence in China and travel retail through Prestige products and select Consumer Beauty brands, and establishing Coty as an industry leader in sustainability. Our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to making a positive impact on the planet.

Table of Contents

Our products are sold in over 120 countries and territories. As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. We remain attentive to economic and geopolitical conditions that may materially impact our business. We continue to explore and implement risk mitigation strategies in the face of these unfolding conditions and remain agile in adapting to changing circumstances. Such conditions have or may have global implications which may impact the future performance of our business in unpredictable ways.

Our operations outside of the United States account for a significant portion of our revenues and expenses. As a result, a substantial portion of our total revenue and expenses are denominated in currencies other than the U.S. dollar. Exchange rates between certain of these currencies and the U.S. dollar have fluctuated significantly and may continue to do so in the future.

~~Table of Contents~~

Fluctuations in foreign exchange rates may have a significant impact our operating results. During the nine months ended March 31, 2023, fluctuations in the U.S. dollar relative to certain other foreign currencies – such as the euro and British pound – reduced our reported revenue and expenses, such as those expenses principally related to cost of sales, fixed costs, and advertising and consumer promotional costs. Refer to Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal 2022, for a discussion of these factors and other risks.

We expect that our net revenue for fiscal year ~~2023~~2024 will grow in the high single digits to low double digits versus the prior year, excluding the impact of foreign exchange, the Russia Market Exit and the early termination of the Lacoste fragrance license.

Order Fill Rates

Our ability to fulfill demand for our products is critical to our success. Through steps taken to improve order fill rates and mitigate the impact of ~~the Russia exit~~.

~~Global Supply Chain Challenges~~

~~We continue to experience global~~ supply chain ~~challenges resulting from industry-wide component shortages and transportation delays. These challenges~~constraints, we have ~~negatively impacted order fill rates across our product categories, particularly prestige fragrances where there has been demand growth, especially in North America and certain European countries.~~

~~We continue to see~~seen sequential quarterly improvements in our order fill rates on a company-wide ~~basis and continue to take steps to improve order fill rates and mitigate~~basis. As a result, we achieved near pre-COVID-19 service levels across our divisions during the impact of these constraints, including working closely with our suppliers to ensure the availability of components such as glass and metal, and building our inventory levels to meet demand. However, we expect these challenges to continue into the fourth quarter of fiscal 2023.first quarter.

Inflation

Inflationary trends in certain markets and global supply chain challenges may negatively affect our sales and operating performance. We continued to experience the impact of inflation on material, logistical and other costs during the ~~nine~~three months ended ~~March 31,~~September 30, 2023. We expect that the combination of our strategy to premiumize the portfolio, cost savings programs, and recent pricing actions will enable us to offset inflationary pressure on costs. WeInflation may continue to impact certain costs, such as labor, however, we currently anticipate the overall impact of inflation to ~~continue into~~ease in the fourth quarter of fiscal 2023. We will continue to implement mitigation strategies and price increases to offset these trends; however, such measures may not fully offset the impact to our operating performance.

~~Russia-Ukraine War~~

We continue to wind down the operations of our Russian subsidiary. In connection with our wind down, we liquidated a portion of our remaining inventory in Russia, in accordance with applicable sanctions, during the first half of fiscal 2023. We anticipate incurring up to $7.5 of additional costs through completion of the wind down, and future net cash costs of $15.0 to $25.0, which will be funded by our Russian subsidiary. Although the Company has substantially completed its commercial activities in Russia, we anticipate that the process related to the liquidation of the Russian legal entity will take an extended period of time. Additionally, we anticipate derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary. The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies.upcoming quarters.

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures for continuing operations and Coty Inc. including Adjusted operating income (loss), Adjusted EBITDA, Adjusted net income (loss), and Adjusted net income (loss) attributable to Coty Inc. to common stockholders (collectively, the “Adjusted Performance Measures”). The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies, including companies in the beauty industry, may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, our management uses the Adjusted Performance Measures as key metrics in the evaluation of our performance and annual budgets and to benchmark performance of our business against our competitors. The following are examples of how these Adjusted Performance Measures are utilized by our management:

•strategic plans and annual budgets are prepared using the Adjusted Performance Measures;

•senior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and

•senior management’s annual compensation is calculated, in part, by using some of the Adjusted Performance Measures.

In addition, our financial covenant compliance calculations under our debt agreements are substantially derived from these Adjusted Performance Measures.

~~Table of Contents~~

Our management believes that Adjusted Performance Measures are useful to investors in their assessment of our operating performance and the valuation of the Company. In addition, these non-GAAP financial measures address questions we routinely receive from analysts and investors and, in order to ensure that all investors have access to the same data, our management has determined that it is appropriate to make this data available to all investors. The Adjusted Performance Measures exclude the impact of certain items (as further described below) and provide supplemental information regarding our operating performance. By disclosing these non-GAAP financial measures, our management intends to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We provide disclosure of the effects of these non-GAAP financial measures by presenting the corresponding measure prepared in conformity with GAAP in our financial statements, and by providing a reconciliation to the corresponding GAAP measure so that investors may understand the adjustments made in arriving at the non-GAAP financial measures and use the information to perform their own analyses.

Table of Contents

Adjusted operating income/Adjusted EBITDA from continuing operations excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below. For adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. They are primarily incurred to realign our operating structure and integrate new acquisitions, and implement divestitures of components of our business, and fluctuate based on specific facts and circumstances. Additionally, Adjusted net income attributable to Coty Inc. and Adjusted net income attributable to Coty Inc. per common share are adjusted for certain interest and other (income) expense items and preferred stock deemed dividends, as described below, and the related tax effects of each of the items used to derive Adjusted net income as such charges are not used by our management in assessing our operating performance period-to-period.

Adjusted Performance Measures reflect adjustments based on the following items:

•Costs related to acquisition and divestiture activities: We have excluded acquisition- and divestiture-related costs and the accounting impacts such as those related to transaction costs and costs associated with the revaluation of acquired inventory in connection with business combinations because these costs are unique to each transaction. Additionally, for divestitures, we exclude write-offs of assets that are no longer recoverable and contract related costs due to the divestiture. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and divestitures, and the maturities of the businesses being acquired or divested. Also, the size, complexity and/or volume of past transactions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of any future acquisitions or divestitures.

•Restructuring and other business realignment costs: We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Asset impairment charges: We have excluded the impact of asset impairments as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. Although we exclude amortization of intangible assets from our non-GAAP expenses, our management believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

•Gain on sale and early license termination: We have excluded the impact of gain on sale and early license termination as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale and early license termination.

•Costs related to market exit: We have excluded the impact of direct incremental costs related to our decision to wind down our business operations in Russia. We believe that these direct and incremental costs are inconsistent and infrequent in nature. Consequently, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

~~Table of Contents~~

•Gains on sale of real estate: We have excluded the impact of gains on sale of real estate as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Stock-based compensation: Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of adjusted operating income and adjusted EBITDA. This is due to their primarily non-cash nature; in addition, the amount and timing of these expenses may be highly variable and unpredictable, which may negatively affect comparability between periods.

Table of Contents

•Depreciation and Adjusted depreciation: Our adjusted operating income excludes the impact of accelerated depreciation for certain restructuring projects that affect the expected useful lives of Property, Plant and Equipment, as such charges vary significantly based on the size and timing of the programs. Further, we have excluded adjusted depreciation, which represents depreciation expense net of accelerated depreciation charges, from our adjusted EBITDA. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded the change in fair value of the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. We have excluded the gain on the exchange of Series B Preferred Stock. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Noncontrolling interest: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.

•Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income. The tax impact of the non-GAAP adjustments is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred. Additionally, adjustments are made for the tax impact of any intra-entity transfer of assets and liabilities.

•Deemed Preferred Stock Dividends: We have excluded preferred stock deemed dividends related to the First Exchange and the Second Exchange (as disclosed and defined in Note ~~13—Equity Investments~~27—Related Party Transactions in our Annual Report on Form 10-K for fiscal ~~2022)~~2023) from our calculation of adjusted net income attributable to Coty Inc. These deemed dividends are nonmonetary in nature, the transactions were entered into to simplify our capital structure and do not reflect our underlying ongoing business. Management believes that this adjustment helps investors and others compare and analyze our performance from period to period.

While acquiring brands and licenses comprises a part of our overall growth strategy, along with targeting organic growth opportunities, we have excluded acquisition-related costs and acquisition accounting impacts in connection with business combinations because these costs are unique to each transaction and the amount and frequency are not consistent and are significantly impacted by the timing and size of our acquisitions. Our management assesses the success of an acquisition as a component of performance using a variety of indicators depending on the size and nature of the acquisition, including:

•~~the scale of the combined company by evaluating consolidated and segment financial metrics;~~

•~~the expansion of product offerings by evaluating segment, brand, and geographic performance and the respective strength of the brands;~~

•~~the evaluation of share expansion in categories and geographies;~~

•~~the earnings per share accretion and substantial incremental free cash flow generation providing financial flexibility for us; and~~

•the comparison of actual and projected results, including achievement of projected synergies, post integration; provided that timing for any such comparison will depend on the size and complexity of the acquisition.

~~Table of Contents~~

Constant Currency

We operate on a global basis, with the majority of our net revenues generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations. Therefore, to supplement financial results presented in accordance with GAAP, certain financial information is presented in “constant currency”, excluding the impact of foreign currency exchange translations to provide a framework for assessing how our underlying businesses performed excluding the impact of foreign currency exchange translations. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We calculate constant currency information by translating current and prior-period results for entities reporting in currencies other than U.S. dollars into U.S. dollars using prior year foreign currency exchange rates. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different to the functional currency of that entity when exchange rates fluctuate. The constant currency information we present may not be comparable to similarly titled measures reported by other companies.

Basis of Presentation of Acquisitions, Divestitures, Terminations and Market Exit from Russia

During the period when we complete an acquisition, divestiture, or early license termination, or market exit, the financial results of the current year period are not comparable to the financial results presented in the prior year period. When explaining such changes from period to period and to maintain a consistent basis between periods, we exclude the financial contribution of: (i) the acquired brands or businesses in the current year period until we have twelve months of comparable financial results, and (ii) the divested brands or businesses or early terminated brands or markets exited in the prior year period, to maintain comparable financial results with the current fiscal year period. ~~There are no acquisitions,~~Acquisitions, divestitures, or early license terminations, ~~in the comparable periods~~and market exits that would impact the comparability of financial results between periods. We ceased commercial activities in Russia at the end of the second quarter of fiscal 2023. Therefore, we have excluded the third quarter fiscal 2022 financial contribution of our Russian subsidiary, in our discussion of net revenues, to maintain comparability of financial results between periods presented in the ~~Management's~~Management’s Discussion and Analysis of Financial ~~Condition.~~Condition and Results of Operations are shown in the table below.

Table of Contents

THREE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2023 AS COMPARED TO THREE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022

NET REVENUES

In the three months ended ~~March 31,~~September 30, 2023, net revenues increased 9%18%, or ~~$102.7,~~$251.4, to ~~$1,288.9~~$1,641.4 from ~~$1,186.2~~$1,390.0 in the three months ended ~~March 31,~~September 30, 2022. Excluding net revenue from the ~~third~~first quarter of the prior period from Russia, net revenues increased ~~11%~~21% or ~~$127.5~~$280.9 to ~~$1,288.9~~$1,641.4 from ~~$1,161.4~~$1,360.5 in the three months ended ~~March 31,~~September 30, 2022, reflecting a positive price and mix impact of ~~12%~~17% and a positive foreign currency exchange translation impact of 3%, and an increase in unit volume of ~~3%, partially offset by negative foreign currency exchange translation impact of 4%~~1%. The overall increase in net revenues reflects growth of prestige fragrances, specifically Burberry, Hugo Boss, ~~Burberry, Marc Jacobs,~~ Calvin Klein, Gucci and ~~Gucci~~Marc Jacobs. Net revenues increased in our Consumer Beauty segment due to positive performance across the color cosmetics category, ~~across a majority of markets~~mass fragrance category, and the skin and body care category in Brazil.

The overall increase in net revenues reflects the ~~successful~~continued success of our pricing and revenue management strategies, including the implementation of ~~global~~targeted price increases across ~~all product categories,~~ our product ~~premiumization strategy,~~portfolio. Volume growth across our fragrance portfolio, as well as in skin and ~~positive overall market trends.~~body care products in Brazil, helped partially offset volume declines from certain brands in China due to macroeconomic conditions.

Geographically, except for China, net revenues in all major markets grew, led by the United States. Additionally, there was ~~growth~~an increase in travel retail sales ~~principally in Europe, due to increased leisure travel~~ in the ~~period. There was~~Europe, Americas and Asia Pacific regions.

Digital and e-commerce sales growth also ancontributed to the increase in ~~e-commerce~~ net revenues. ~~These positive trends were partially offset by foreign exchange headwinds which negatively impacted net revenues significantly, primarily affecting the euro and British pound.~~

Net Revenues by Segment


		Three Months Ended March 31,							Three Months Ended September 30,
(in millions)	(in millions)	2023		2022		Change %		(in millions)	2023		2022		Change %
NET REVENUES	NET REVENUES							NET REVENUES
Prestige	Prestige	$	799.7	$	726.4	10	%	Prestige	$	1,064.7	$	863.4	23	%
Consumer Beauty	Consumer Beauty	489.2		459.8		6	%	Consumer Beauty	576.7		526.6		10	%

Total	Total	$	1,288.9	$	1,186.2	9	%	Total	$	1,641.4	$	1,390.0	18	%

Prestige

In the three months ended ~~March 31,~~September 30, 2023, net revenues from the Prestige segment increased ~~10%~~23%, or ~~$73.3~~$201.3 to ~~$799.7~~$1,064.7 compared to ~~$726.4~~$863.4 in the three months ended ~~March 31,~~September 30, 2022. Excluding net revenue from the ~~third~~first quarter of the prior period from Russia, net revenues from the Prestige segment increased ~~12%~~25% or ~~$88.6~~$215.8 to ~~$799.7~~$1,064.7 from ~~$711.1~~$848.9 in the three months ended ~~March 31,~~September 30, 2022, reflecting a positive price and mix impact of 11% ~~and~~, an increase in unit volume of 5%11%, ~~partially offset by negative~~and a positive foreign currency exchange translation impact of 4%3%. ~~This~~The increase in net revenues primarily reflects:

~~Table of Contents~~

(i)the successful launch of Burberry Goddess;

(ii)continued success and growth of prestige fragrances, specifically Burberry Her, Hugo Boss Boss Bottled, ~~Burberry Hero, Burberry Her,~~Calvin Klein, Gucci Flora, Gucci Guilty, and Marc Jacobs ~~Daisy,Calvin Klein~~Perfect; and ~~Gucci Flora; and~~

~~(ii)~~(iii)an increase in net revenues due to positive pricing and mix impact as a result of global price increases and in line with the overall premiumization strategy.

~~These increases in net revenues were partially offset by:~~

~~(i)lower net revenues for~~ ~~philosophy~~ ~~due to less innovation and repositioning of the brand; and~~

~~(ii)lower net revenues in the Prestige makeup category impacted by a decline in~~ ~~Gucci~~ ~~travel retail sales in the Asia Pacific region as a result of slow recovery from the lockdowns in China.~~

Consumer Beauty

In the three months ended ~~March 31,~~September 30, 2023, net revenues from the Consumer Beauty segment increased 6%10%, or ~~$29.4,~~$50.1, to ~~$489.2~~$576.7 from ~~$459.8~~$526.6 in the three months ended ~~March 31,~~September 30, 2022. Excluding net revenue from the ~~third~~first quarter of the prior period from Russia, net revenues from the Consumer Beauty segment increased 9%13% or ~~$38.9~~$65.1 to ~~$489.2~~$576.7 from ~~$450.3~~$511.6 in the three months ended ~~March 31,~~September 30, 2022, reflecting a positive price and mix impact of 10% and ~~an increase in unit volume of 2%, partially offset by negative~~a positive foreign currency exchange translation impact of 3%. The increase in net revenues primarily reflects:

(i)an increase in net revenues from color cosmetics brands, including ~~CoverGirl~~ ~~due to gain in distribution alongside a strong launch of Yummy Gloss,~~Rimmel Manhattan, ~~due~~primarily attributable to ~~increase~~color category growth in ~~sales volumes in key~~ European markets and ~~Max Factor~~ ~~from brand innovation;~~distribution gains in the United States;

(ii)an increase in net revenues from the mass fragrance category primarily due to the re-launch of David Beckham Instinct, distribution growth in the United States for the Nautica fragrance brand, and innovation in Bruno Banani with the launch of Magnetic Man;

(iii)an increase in net revenues from the skin and body care brands in Brazil due to strong category momentum ~~market share gains,~~and positive ~~product mix~~ impact ~~as well as due to innovation in brands such as~~ ~~Monange~~;of pricing; and

~~(iii)~~Table of Contents

(iv)an increase in net revenues due to price increases across the Consumer Beauty product portfolio.

These increases in net revenues were partially offset by:

(i)a decrease in net revenues due to lower sales volume for Adidas ~~mainly~~primarily as a result of ~~slow recovery from the lockdowns~~category slowdown in China.

COST OF SALES

In the three months ended ~~March 31,~~September 30, 2023, cost of sales increased ~~13%~~20%, or ~~$55.0,~~$98.2, to ~~$478.1~~$599.5 from ~~$423.1~~$501.3 in the three months ended ~~March 31,~~September 30, 2022. Cost of sales as a percentage of net revenues increased to ~~37.1%~~36.5% in the three months ended ~~March 31,~~September 30, 2023 from ~~35.7%~~36.1% in the three months ended ~~March 31,~~September 30, 2022, resulting in a gross margin decrease of approximately ~~140~~40 basis points, primarily reflecting:

(i)approximately 7060 basis points related to an increase in excess and obsolescence costs primarily ~~due to higher trade incentives across both divisions;~~

associated with the Prestige product portfolio;

(ii)approximately ~~60 basis points of net impact related to increased manufacturing, material and other costs due to inflation, as well as the impact of pricing and mix across our product portfolio;~~

~~(iii)approximately 50~~30 basis points related to ~~freight costs;~~an increase in designer license fees due licensed Prestige brands comprising a larger portion of overall net revenues in the current period; and

~~(iv)~~(ii) approximately 10 basis points primarily related to ~~designer license fees due to the impact of our licensed brand sales comprising a higher portion of overall net sales compared to the comparative period.~~

an increase in manufacturing and material costs.

These decreases were partially offset by:

(i)approximately 4070 basis points ~~due~~related to ~~favorable impact on variable costs due to increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization; and~~decreased freight costs.

~~(ii)approximately 10 basis points in decreased excess and obsolescence costs.~~

~~Included in the~~The above isincludes the negative impact of inflation on(principally for material costs) and ~~freight costs~~the positive impact from pricing of approximately ~~210~~190 basis ~~points.~~points each.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In the three months ended ~~March 31,~~September 30, 2023, selling, general and administrative expenses increased 9%14%, or ~~$61.1,~~$96.7, to ~~$720.4~~$767.4 from ~~$659.3~~$670.7 in the three months ended ~~March 31,~~September 30, 2022. Selling, general and administrative expenses as a percentage of net revenues ~~increased~~decreased to ~~55.9%~~46.8% in the three months ended ~~March 31,~~September 30, 2023 from ~~55.6%~~48.3% in the three months ended ~~March 31,~~September 30, 2022, or approximately 30150 basis points. This ~~increase~~decrease primarily reflects:

(i)~~180~~150 basis points due to a ~~gain on sale of real estate that was recorded~~decrease in ~~the comparative period;~~

~~Table of Contents~~

~~(ii)20 basis points due to higher stock compensation expense~~administrative fees as a percentage of net revenues, which was primarily due to ~~awards granted~~lower depreciation expense related to fully depreciated IT equipment, lower costs associated with leased IT equipment, and lower compensation and outsourcing related expenses;

(ii)50 basis points due to a decrease in ~~the second quarter~~logistics costs as a percentage of ~~the current fiscal year;~~net revenues; and

(iii)2040 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

These decreases were partially offset by the following increases:

(i)30 basis points due to an increase in bad debt expense;

(ii)30 basis points due to unfavorable transactional impact from our exposure to foreign currency ~~exchange~~ fluctuations; and

~~(iv)~~(iii)1030 basis points due to an increase in advertising and consumer promotional costs ~~as a percentage of net revenue~~ primarily ~~related to increased launch event spend for new product innovations; and~~

~~(v)10 basis points related~~due to an increase in ~~bad debt expense as a percentage of net revenues.~~

~~This increase was partially offset by the following decrease:~~

~~(i)190 basis points due to a decrease in administrative costs as a percentage of net revenues primarily due to lower depreciation expense related to fully depreciated IT equipment;~~consumer promotions and

~~(ii)50 basis points related to a decrease in logistics costs as a percentage of net revenues.~~ sampling and non-working media spend.

OPERATING INCOME

In the three months ended ~~March 31,~~September 30, 2023, operating income was ~~$43.5~~$197.5 compared to income of ~~$57.1~~$171.9 in the three months ended ~~March 31,~~September 30, 2022. Operating income as a percentage of net revenues, decreased to ~~3.4%~~12.0% in the three months ended ~~March 31,~~September 30, 2023 as compared to ~~an operating income as a percentage of net revenues of 4.8%~~12.4% in the three months ended ~~March 31,~~September 30, 2022. The decrease in operating margin is primarily driven by ~~a gain on the sale of real estate recognized~~an increase in ~~the comparative period and~~restructuring costs, an increase in cost of goods sold as a percentage of net revenues, an increase in advertising and consumer promotional costs as a percentage of net revenues, partially offset by a decrease in fixed costs as a percentage of net revenues.

Table of Contents

Operating Income (Loss) by Segment


		Three Months Ended March 31,							Three Months Ended September 30,
(in millions)	(in millions)	2023		2022		Change %		(in millions)	2023		2022		Change %
Operating income (loss)	Operating income (loss)							Operating income (loss)
Prestige	Prestige	$	102.4	$	83.8	22	%	Prestige	$	221.6	$	170.3	30	%
Consumer Beauty	Consumer Beauty	(27.9)		(20.4)		(37)	%	Consumer Beauty	32.0		32.0		—	%
Corporate	Corporate	(31.0)		(6.3)		<(100%)		Corporate	(56.1)		(30.4)		(85)	%
Total	Total	$	43.5	$	57.1	(24)	%	Total	$	197.5	$	171.9	15	%

Prestige

In the three months ended ~~March 31,~~September 30, 2023, operating income for Prestige was ~~$102.4~~$221.6 compared to income of ~~$83.8~~$170.3 in the three months ended ~~March 31,~~September 30, 2022. Operating margin increased to ~~12.8%~~20.8% of net revenues in the three months ended ~~March 31,~~September 30, 2023 as compared to ~~11.5%~~19.7% in the three months ended ~~March 31,~~September 30, 2022, driven by a decrease in fixed ~~costs as a percentage of net revenues and a decrease in advertising and consumer promotional~~ costs as a percentage of net revenues, partially offset by an increase in cost of goods sold as a percentage of net revenues.

Consumer Beauty

In the three months ended ~~March 31,~~September 30, 2023, operating ~~loss~~income for Consumer Beauty was ~~$27.9~~$32.0 compared to ~~loss~~income of ~~$20.4~~$32.0 in the three months ended ~~March 31,~~September 30, 2022. Operating margin decreased to ~~(5.7)%~~5.5% of net revenues in the three months ended ~~March 31,~~September 30, 2023 as compared to ~~(4.4)%~~6.1% in the three months ended ~~March 31,~~September 30, 2022, driven by an increase in advertising and consumer promotional costs as a percentage of net revenues and ~~increase in~~ cost of goods sold as a percentage of net revenues, partially offset by a decrease in fixed costs as a percentage of net revenues.

Corporate

Corporate primarily includes income and expenses not directly relating to our operating activities. These items are included in Corporate since we consider them to be Corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.

In the three months ended ~~March 31,~~September 30, 2023, the operating loss for Corporate was ~~$31.0~~$56.1 compared to ana loss of ~~$6.3~~$30.4 in the three months ended ~~March 31,~~September 30, 2022, as described under “Adjusted Operating Income (Loss) for Continuing Operations” below. The increase in the operating loss for Corporate was primarily driven by ~~a gain on the sale of real estate recognized~~an increase in restructuring costs in the ~~comparative~~current period.

4339

Table of Contents

Adjusted Operating Income by Segment

We believe that adjusted operating income by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income to adjusted operating income is presented below, by segment:


		Three Months Ended March 31, 2023							Three Months Ended September 30, 2023
(in millions)	(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)		(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income	Operating income							Operating income
Prestige	Prestige	$	102.4	$	38.3	$	140.7	Prestige	$	221.6	$	38.7	$	260.3
Consumer Beauty	Consumer Beauty	(27.9)		9.9		(18.0)		Consumer Beauty	32.0		9.9		41.9
Corporate	Corporate	(31.0)		31.0		—		Corporate	(56.1)		56.1		—
Total	Total	$	43.5	$	79.2	$	122.7	Total	$	197.5	$	104.7	$	302.2

		Three Months Ended March 31, 2022							Three Months Ended September 30, 2022
(in millions)	(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)		(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income	Operating income							Operating income
Prestige	Prestige	$	83.8	$	39.3	$	123.1	Prestige	$	170.3	$	37.0	$	207.3
Consumer Beauty	Consumer Beauty	(20.4)		10.9		(9.5)		Consumer Beauty	32.0		10.3		42.3
Corporate	Corporate	(6.3)		6.3		—		Corporate	(30.4)		30.4		—
Total	Total	$	57.1	$	56.5	$	113.6	Total	$	171.9	$	77.7	$	249.6

(a)See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for Continuing Operations” below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Adjusted Operating Income and Adjusted EBITDA for ~~Continuing Operations~~Coty Inc.

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported operating income to adjusted operating income is presented below:


		Three Months Ended March 31,									Three Months Ended September 30,
(in millions)	(in millions)	2023			2022			Change %		(in millions)	2023			2022			Change %
Reported operating income	Reported operating income	$	43.5		$	57.1		(24)	%	Reported operating income	$	197.5		$	171.9		15	%
% of net revenues	% of net revenues	3.4		%	4.8		%			% of net revenues	12.0		%	12.4		%
Amortization expense	Amortization expense	48.2			50.2			(4)	%	Amortization expense	48.6			47.3			3	%
Restructuring and other business realignment costs	Restructuring and other business realignment costs	(1.3)			(3.7)			65	%	Restructuring and other business realignment costs	27.3			(0.8)			>100%
Stock-based compensation	Stock-based compensation	33.6			28.5			18	%	Stock-based compensation	29.7			31.1			(5)	%
Costs related to acquisition and divestiture activities		—			3.3			(100)	%

Gain on sale of real estate	Gain on sale of real estate	—			(21.8)			100	%	Gain on sale of real estate	(1.7)			(1.0)			(70)	%
Gain related to market exit		(1.3)			—			N/A

Early license termination and market exit costs										Early license termination and market exit costs	0.8			1.1			(27)	%

Total adjustments to reported operating income	Total adjustments to reported operating income	$	79.2		$	56.5		40	%	Total adjustments to reported operating income	$	104.7		$	77.7		35	%
Adjusted operating income	Adjusted operating income	$	122.7		$	113.6		8	%	Adjusted operating income	$	302.2		$	249.6		21	%
% of net revenues	% of net revenues	9.5		%	9.6		%			% of net revenues	18.4		%	18.0		%
Adjusted depreciation	Adjusted depreciation	59.2			68.9			(14)	%	Adjusted depreciation	58.1			58.3			—	%
Adjusted EBITDA	Adjusted EBITDA	$	181.9		$	182.5		—	%	Adjusted EBITDA	$	360.3		$	307.9		17	%
% of net revenues	% of net revenues	14.1		%	15.4		%			% of net revenues	22.0		%	22.2		%

In the three months ended ~~March 31,~~September 30, 2023, adjusted operating income increased ~~$9.1~~$52.6 to ~~$122.7~~$302.2 from ~~$113.6~~$249.6 in the three months ended ~~March 31,~~September 30, 2022. Adjusted operating margin ~~decreased~~increased to ~~9.5%~~18.4% of net revenues in the three months ended ~~March~~September 30, 2023 from 18.0% in the three months ended September 30, 2022, primarily driven by a decrease in fixed

4440

Table of Contents

~~31,~~costs as a percentage of net revenues. In the three months ended September 30, 2023, adjusted EBITDA increased $52.4 to $360.3 from ~~9.6%~~$307.9 in the three months ended ~~March 31, 2022. In the three months ended March 31, 2023, adjusted EBITDA decreased $0.6 to $181.9 from $182.5 in the three months ended March 31,~~September 30, 2022. Adjusted EBITDA margin decreased to ~~14.1%~~22.0% of net revenues in the three months ended ~~March 31,~~September 30, 2023 from ~~15.4%~~22.2% in the three months ended ~~March 31, 2022, primarily driven by an increase in cost of goods sold as a percentage of net revenues, partially offset by lower fixed costs.~~September 30, 2022.

Amortization Expense

In the three months ended ~~March 31,~~September 30, 2023, amortization expense ~~decreased~~increased to ~~$48.2~~$48.6 from ~~$50.2~~$47.3 in the three months ended ~~March 31,~~September 30, 2022. In the three months ended ~~March 31,~~September 30, 2023, amortization expense of ~~$38.3~~$38.7 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended ~~March 31,~~September 30, 2022, amortization expense of ~~$39.3~~$37.0 and ~~$10.9~~$10.3 was reported in the Prestige and Consumer Beauty segments, respectively. The ~~decrease~~increase was primarily driven by foreign currency translation, primarily affecting the euro. This was partially offset by certain license agreements and product formulations, which were fully amortized in the prior year.

Restructuring and Other Business Realignment Costs

We continue to analyze our cost structure, including opportunities to simplify and optimize operations. In connection with the previously announced four-year ~~Turnaround~~Transformation plan ~~announced on July 1, 2019~~ to drive substantial improvement and optimization in our business, we have substantially completed and ~~expect to continue to incur~~incurred all expected restructuring and other business realignment costs. ~~On May 11, 2020, we announced an expansion of the Turnaround Plan to further reduce fixed costs, the Transformation Plan.~~ We incurred ~~$515.9~~$518.9 of cash costs life-to-date related to the Transformation plan as of ~~March 31,~~September 30, 2023, which have been recorded in Corporate. During fiscal 2024, the Company began the implementation of continued process optimization and improved technology support for certain areas ("2024 Restructuring Actions").

In the three months ended ~~March 31,~~September 30, 2023, we incurred ~~a credit in~~ restructuring and other business structure realignment costs of ~~$(1.3),~~$27.3, as follows:

•We incurred ~~a credit in~~ restructuring costs of ~~$(1.3)~~$28.4 primarily related to the ~~Transformation Plan changes in estimates,~~2024 Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

•We incurred noa credit in business structure realignment ~~costs.~~costs of $(1.1) primarily related to the Transformation Plan, which is reported in selling, general and administrative expenses.

In the three months ended ~~March 31,~~September 30, 2022, we incurred a credit in restructuring and other business structure realignment costs of ~~$(3.7)~~$(0.8) as follows:

•We incurred a credit in restructuring costs of ~~$(6.8)~~$(1.2) primarily related to the Transformation Plan due to the change in estimate, included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of ~~$3.1~~$0.4 primarily related to the Transformation Plan and certain other ~~programs. This amount includes $3.1~~programs, of which $0.9 and a credit of $(0.5) were reported in Cost of sales and selling, general and administrative expenses, respectively in the Condensed Consolidated Statement of Operations.

In all reported periods, all restructuring and other business realignment costs were reported in Corporate.

~~Stock-Based Compensation~~OPERATING INCOME

In the three months ended ~~March 31,~~September 30, 2023, ~~stock-based compensation~~operating income was ~~$33.6 as~~$197.5 compared ~~with $28.5~~to income of $171.9 in the three months ended ~~March 31,~~September 30, 2022. ~~The increase~~Operating income as a percentage of net revenues, decreased to 12.0% in ~~stock-based compensation is primarily related to awards granted in the second quarter of the current fiscal year~~

In the three months ended ~~December 31, 2022 and 2021, all costs related~~September 30, 2023 as compared to ~~stock-based compensation were reported~~12.4% in ~~Corporate.~~

~~Acquisition and Divestiture Activities~~

In the three months ended ~~March 31, 2023 we incurred no~~September 30, 2022. The decrease in operating margin is primarily driven by an increase in restructuring costs, ~~related to acquisition~~an increase in cost of goods sold as a percentage of net revenues, an increase in advertising and ~~divestiture activities.~~

~~In the three months ended March 31, 2022, we incurred $3.3~~consumer promotional costs as a percentage of net revenues, partially offset by a decrease in fixed costs ~~related to acquisition and divestiture activities. These costs were primarily associated with the Wella Transaction.~~

~~In all reported periods, all costs related to acquisition and divestiture activities were reported in Corporate.~~

~~Gain on Sale~~as a percentage of ~~Real Estate~~

~~In thethree months ended March 31, 2023, we did not recognize any gain related to sale of real estate.~~

~~In the three months ended March 31, 2022, we recognized gain of $21.8 related to sale of real estate.~~

~~Gain Related to Market Exit~~

In the three months ended March 31, 2023, we recognized a gain of $1.3 related to our market exit from Russia which are included in Selling, general and administrative expenses and Cost of sales in the Consolidated Statements of Operations.

~~In the three months ended March 31, 2022, we did not incur any market exit costs.~~net revenues.

4538

Table of Contents

~~Adjusted Depreciation Expense~~

In the three months ended March 31, 2023, adjusted depreciation expense of $28.6 and $30.6 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended March 31, 2022, adjusted depreciation expense of $32.8 and $36.1 was reported in the Prestige and Consumer Beauty segments, respectively.

Operating Income (Loss) by Segment


	Three Months Ended September 30,
(in millions)	2023		2022		Change %
Operating income (loss)
Prestige	$	221.6	$	170.3	30	%
Consumer Beauty	32.0		32.0		—	%
Corporate	(56.1)		(30.4)		(85)	%
Total	$	197.5	$	171.9	15	%

~~INTEREST EXPENSE, NET~~Prestige

In the three months ended ~~March 31,~~September 30, 2023, ~~net interest expense~~operating income for Prestige was ~~$58.8 as~~$221.6 compared ~~with $62.9~~to income of $170.3 in the three months ended ~~March 31,~~September 30, 2022. ~~This decrease is primarily due~~Operating margin increased to ~~a lower debt balance despite the impact~~20.8% of ~~a higher average interest rate~~net revenues in the ~~current period.~~three months ended September 30, 2023 as compared to 19.7% in the three months ended September 30, 2022, driven by a decrease in fixed costs as a percentage of net revenues, partially offset by an increase in cost of goods sold as a percentage of net revenues.

~~OTHER INCOME~~Consumer Beauty

In the three months ended ~~March 31,~~September 30, 2023, ~~other~~operating income for Consumer Beauty was ~~$156.9 as~~$32.0 compared ~~with other~~to income of ~~$60.6~~$32.0 in the three months ended ~~March 31,~~September 30, 2022. ~~This increase~~Operating margin decreased to 5.5% of net revenues in income is principally due to an increase in income due to a fair value adjustment for our forward repurchase contracts, partially offset by the favorable fair value adjustment for our investment in the Wella Company recorded in the comparative period.

~~INCOME TAXES~~

~~The effective income tax rate for~~ the three months ended ~~March 31,~~September 30, 2023 ~~and 2022 was 21.0% and 0.9%, respectively. The change~~as compared to 6.1% in ~~the effective tax rate for~~ the three months ended ~~March 31, 2023,~~September 30, 2022, driven by an increase in advertising and consumer promotional costs as ~~compared with~~a percentage of net revenues and cost of goods sold as a percentage of net revenues, partially offset by a decrease in fixed costs as a percentage of net revenues.

Corporate

In the three months ended ~~March 31, 2022, is primarily due~~September 30, 2023, the operating loss for Corporate was $56.1 compared to ~~fair value gains related to the investment~~a loss of $30.4 in the ~~Wella business~~three months ended September 30, 2022, as described under “Adjusted Operating Income (Loss) for Continuing Operations” below. The increase in the ~~prior~~operating loss for Corporate was primarily driven by an increase in restructuring costs in the current period.

~~The effective~~

Table of Contents

Adjusted Operating Income by Segment

We believe that adjusted operating income ~~tax rates vary from the U.S. federal statutory rate~~by segment further enhances an investor’s understanding of ~~21% due~~our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income to the effect of (i) jurisdictions with different statutory rates, (ii) adjustments to our unrecognized tax benefits and accrued interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our 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.adjusted operating income is presented below, by segment:

~~Reconciliation of Reported Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:~~
Three Months Ended
March 31, 2023 Three Months Ended
March 31, 2022
(in millions) Income Before Income Taxes Provision for Income Taxes Effective Tax Rate Income Before Income Taxes Provision for Income Taxes Effective Tax Rate
Reported income before income taxes $ 141.6 $ 29.8 21.0 % $ 54.8 $ 0.5 0.9 %
Adjustments to reported operating income (a)
79.2 56.5
Change in fair value of investment in Wella Business (c)
— (60.7)
Other adjustments (d)
0.2 0.4
Total Adjustments (b)
79.4 14.8 (3.8) 17.0
Adjusted income before income taxes $ 221.0 $ 44.6 20.2 % $ 51.0 $ 17.5 34.3 %


	Three Months Ended September 30, 2023
(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income
Prestige	$	221.6	$	38.7	$	260.3
Consumer Beauty	32.0		9.9		41.9
Corporate	(56.1)		56.1		—
Total	$	197.5	$	104.7	$	302.2

	Three Months Ended September 30, 2022
(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income
Prestige	$	170.3	$	37.0	$	207.3
Consumer Beauty	32.0		10.3		42.3
Corporate	(30.4)		30.4		—
Total	$	171.9	$	77.7	$	249.6

(a)See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for Continuing ~~Operations.”~~

~~(b)The tax effects of each of the items included~~Operations” below. All adjustments are reflected in ~~adjusted income~~Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.

~~(c)The amount represents the realized and unrealized (gain) loss recognized for the change in fair value of the investment in Wella.~~

~~(d)~~For the three months ended March 31, 2023, this primarily represents adjustments for equity loss from KKW. For the three months ended March 31, 2022, this primarily represents adjustments for equity loss from KKW offset by pension curtailment gains.

The adjusted effective tax rate was 20.2% for the three months ended March 31, 2023 compared to 34.3% for the three months ended March 31, 2022. The differences were primarily due to gains on forward repurchase contracts recognizedreflected in the ~~current period.~~Prestige and Consumer Beauty segments.

~~Table of Contents~~

~~NET INCOME ATTRIBUTABLE TO COTY INC.~~

~~Net income attributable to~~Adjusted Operating Income and Adjusted EBITDA for Coty Inc. was $108.4 in the three months ended March 31, 2023 as compared to net income of $53.6 in the three months ended March 31, 2022. The increase in the income is primarily driven by an increase in forward repurchase contract gains in the current period, partially offset by the favorable fair value adjustment for our investment in the Wella Company recorded in the comparative period and lower operating income in the current period.

We believe that adjusted ~~net~~operating income ~~attributable to Coty Inc. provides~~further enhances an ~~enhanced~~investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported operating income to adjusted operating income is presented below:


	Three Months Ended September 30,
(in millions)	2023			2022			Change %
Reported operating income	$	197.5		$	171.9		15	%
% of net revenues	12.0		%	12.4		%
Amortization expense	48.6			47.3			3	%
Restructuring and other business realignment costs	27.3			(0.8)			>100%
Stock-based compensation	29.7			31.1			(5)	%

Gain on sale of real estate	(1.7)			(1.0)			(70)	%


Early license termination and market exit costs	0.8			1.1			(27)	%

Total adjustments to reported operating income	$	104.7		$	77.7		35	%
Adjusted operating income	$	302.2		$	249.6		21	%
% of net revenues	18.4		%	18.0		%
Adjusted depreciation	58.1			58.3			—	%
Adjusted EBITDA	$	360.3		$	307.9		17	%
% of net revenues	22.0		%	22.2		%

Three Months Ended
March 31,
(in millions) 2023 2022 Change %
Net income from Coty Inc. net of noncontrolling interests $ 108.4 $ 53.6 >100%
Convertible Series B Preferred Stock dividends (a)
(3.3) (3.3) — %
Reported net income attributable to Coty Inc. $ 105.1 $ 50.3 >100%
% of net revenues 8.2 % 4.2 %
Adjustments to reported operating income (b)
79.2 56.5 40 %
Adjustments to Loss on Sale of Business (c)
— (1.3) 100 %
Change in fair value of investment in Wella Company (d)
— (60.7) 100 %
Adjustment to other expense (e)
0.2 0.4 (50) %
Adjustments to noncontrolling interests (f)
(1.6) (1.8) 11 %
Change in tax provision due to adjustments to reported net income attributable to Coty Inc. (14.8) (16.4) 10 %
Adjusted net income attributable to Coty Inc. $ 168.1 $ 27.0 >100%
% of net revenues 13.0 % 2.3 %
Per Share Data
Adjusted weighted-average common shares
Basic 851.6 838.4
Diluted (a)
888.9 852.9
Adjusted net income attributable to Coty Inc. per common share
Basic $ 0.20 $ 0.03
Diluted (a)
$ 0.19 $ 0.03

~~(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For~~In the three months ended ~~March 31,~~September 30, 2023, ~~shares for the Forward Repurchase Contracts were excluded~~adjusted operating income increased $52.6 to $302.2 from ~~the computation of adjusted diluted EPS as Coty is~~$249.6 in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value (gain) for contracts with the option to settle in shares or cash of ($93.9). For the three months ended ~~March 31, 2023, as the Convertible Series B Preferred Stock was dilutive, an adjustment~~September 30, 2022. Adjusted operating margin increased to ~~reverse the impact~~18.4% of ~~the preferred stock dividends of $3.3 was required. For~~net revenues in the three months ended ~~March 31, 2022, the convertible Series B Preferred Stock was antidilutive. Accordingly, we excluded the convertible Series B Preferred Stock~~September 30, 2023 from ~~the diluted shares and did not adjust the earnings for the related dividend.~~

~~(b)See a description of adjustments under “Adjusted Operating Income for Continuing Operations."~~

~~(c)For~~18.0% in the three months ended ~~March 31,~~September 30, 2022, ~~this amount reflects certain purchase price working capital adjustments related to the sale of the Wella business.~~

~~(d)For the three months ended March 31, 2023 and 2022, the amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.~~

~~(e)For the three months ended March 31, 2023, this~~ primarily ~~represents the loss from equity investment in KKW. For the three months ended March 31, 2022, this primarily represents adjustments for equity loss from KKW partially offset~~driven by ~~pension curtailment gains.~~

~~(f)~~The amounts represent the after-tax impact of the non-GAAP adjustments included in net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Condensed Consolidated Statements of Operations.

~~Table of Contents~~

~~NINE MONTHS ENDED MARCH 31, 2023 AS COMPARED TO NINE MONTHS ENDED MARCH 31, 2022~~

~~NET REVENUES~~

In the nine months ended March 31, 2023, net revenues increased 2%, or $66.4, to $4,202.5 from $4,136.1 in the nine months ended March 31, 2022. Excluding net revenue from the third quarter of the prior period from Russia1, net revenues increased 2% or $91.2 to $4,202.5 from $4,111.3 in the nine months ended March 31, 2022, reflecting a positive price and mix impact of 9%, partially offset by negative foreign currency exchange translation impact of 7%. The overall increase in net revenues reflects growth in our Consumer Beauty segment due to positive performance across the body care, skincare, and color cosmetics categories. Net revenues for the Prestige segment also experienced growth from the positive performance in the prestige fragrance category due to the continued success of fragrance brands such as ~~Burberry, Marc Jacobs, Gucci, Calvin Klein, Chloe~~ ~~and~~ ~~Hugo Boss~~. The prestige make up category was negatively impacted by COVID-19 related to the lockdowns in China in the first half of the fiscal period. The overall increase in net revenues reflects the successful implementation of global price increases across all product categories, our product premiumization strategy, and positive overall market trends. Additionally, there was growth in travel retail sales, principally in Europe and the Americas, due to increased leisure travel in the period. There was also an increase in e-commerce sales. Additionally, foreign exchange headwinds negatively impacted net revenues significantly, primarily affecting the euro and British pound.

Our ongoing exit from Russia impacted the overall change in our reported net revenues. Considering total fiscal year-to-date net revenues from Russia in both the current and prior year periods, the net negative impact on our fiscal year-to-date reported net revenue was approximately 2% on a consolidated basis, 2% for our Prestige division, and 1% for our Consumer Beauty division.

~~Net Revenues by Segment~~
Nine Months Ended
March 31,
(in millions) 2023 2022 Change %
NET REVENUES
Prestige $ 2,620.9 $ 2,605.1 1 %
Consumer Beauty 1,581.6 1,531.0 3 %
Total $ 4,202.5 $ 4,136.1 2 %

~~Prestige~~

In the nine months ended March 31, 2023, net revenues from the Prestige segment increased 1%, or $15.8, to $2,620.9 from $2,605.1 in the nine months ended March 31, 2022. Excluding net revenue from the third quarter of the prior period from Russia, net revenues from the Prestige segment increased 1% or $31.1 to $2,620.9 from $2,589.8 in the nine months ended March 31, 2022, reflecting a positive price and mix impact of 10%, partially offset by negative foreign currency exchange translation impact of 7%, and a decrease in ~~unit volume of 2%. The increase in net revenues primarily reflects:~~

~~(i)higher net revenues due to the continued success of Prestige fragrances, such as~~ ~~Burberry Hero, Burberry Her, Marc Jacobs Daisy, Gucci Flora, Calvin Klein, Chloe Atelier des Fleurs,~~ ~~and~~ ~~Hugo Boss Boss Bottled; and~~

~~(ii)an increase in net revenues due to positive pricing impact as a result of global price increases and in line with the overall premiumization strategy.~~

~~These increases in net revenue were partially offset by:~~

~~(i)lower net revenues in the Prestige makeup category impacted by a decline in~~ ~~Gucci~~ ~~travel retail sales in the Asia Pacific region as a result of the lockdowns in China;~~

~~(ii)lower net revenues related to~~ ~~philosophy~~ ~~due to less innovation, repositioning of the brand, and the discontinuation of the brand in China; and~~

~~(iii)lower net revenues for the~~ ~~Lacoste~~ ~~brand in the year, which was primarily due to our market exit from Russia and supply chain constraints.~~

1 ~~Refer to the section titled~~ ~~Basis of Presentation of Acquisitions, Divestitures, Terminations and Market Exit from Russia~~ ~~for further details.~~fixed

4840

Table of Contents

~~Consumer Beauty~~

In the nine months ended March 31, 2023, net revenues from the Consumer Beauty segment increased 3%, or $50.6, to $1,581.6 from $1,531.0 in the nine months ended March 31, 2022. Excluding net revenue from the third quarter of the prior period from Russia, net revenues from the Consumer Beauty segment increased 4% or $60.1 to $1,581.6 from $1,521.5 in the nine months ended March 31, 2022, reflecting a positive price and mix impact of 10%, partially offset by a negative foreign currency exchange translation impact of 6%. The increase in net revenues primarily reflects:

~~(i)an increase in net revenues for certain cosmetics brands, such as~~ ~~CoverGirl, Rimmel Manhattan~~ ~~and~~ ~~Max Factor,~~ ~~due to positive category trends and brand innovation;~~

~~(ii)~~an increase in net revenues from the skin and body care brands in Brazil, due to strong category momentum and market share gains, and positive pricing impact and product mix, as well as due to innovation in brands such as ~~Monange; and~~

~~(iii)an increase in net revenues due to price increases across the Consumer Beauty product portfolio.~~

~~These increases in net revenue were partially offset by:~~

~~(i)the continued decline in net revenues for~~ ~~Sally Hansen~~ products, resulting from the decline for demand for at-home nail care compared to the prior year where COVID-19 restrictions had resulted in fewer nail salon visits and positively impacted the nail category and the brand's net revenue in the prior year.

~~COST OF SALES~~

In the nine months ended March 31, 2023, cost of sales increased 1%, or $15.7, to $1,504.7 from $1,489.0 in the nine months ended March 31, 2022. Cost of sales as a percentage of net revenues decreased to 35.8% in the nine months ended March 31, 2023 from 36.0% in the nine months ended March 31, 2022 resulting in a gross margin increase of approximately 20 basis points primarily reflecting:

~~(i)approximately 180 basis points related to positive price impact across our product portfolio;~~

~~(ii)~~approximately 70 basis points related to a favorable impact on variable costs due to increased manufacturing efficiencies, improvements in productivity as well as procurement and material cost optimization;

~~(iii)~~approximately 30 basis points related to designer license fees due to favorable royalty related activity, as well as the impact of our licensed brand sales comprising a lower portion of overall net sales compared to the comparative period;

~~(iv)~~approximately 20 basis points due to lower returns and markdown costs for the Consumer Beauty division as a result of higher sell through compared to the prior year period and lower returns volume for products in the Prestige division; and

~~(v)approximately 10 basis points related to lower excess and obsolescence~~ costs as a percentage of net revenues.

~~These increases were partially offset by:~~

~~(i)approximately 250 basis points related~~ In the three months ended September 30, 2023, adjusted EBITDA increased $52.4 to ~~product mix impact due to a higher portion of consolidated sales being~~$360.3 from ~~the Consumer Beauty division; and~~

~~(ii)approximately 40 basis points related to higher freight costs.~~

~~Included~~$307.9 in the ~~above is~~three months ended September 30, 2022. Adjusted EBITDA margin decreased to 22.0% of net revenues in the ~~negative impact of inflation on material and freight costs of approximately 180 basis points.~~three months ended September 30, 2023 from 22.2% in the three months ended September 30, 2022.

~~SELLING, GENERAL AND ADMINISTRATIVE EXPENSES~~Amortization Expense

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, amortization expense increased to $48.6 from $47.3 in the three months ended September 30, 2022. In the three months ended September 30, 2023, amortization expense of $38.7 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2022, amortization expense of $37.0 and $10.3 was reported in the Prestige and Consumer Beauty segments, respectively. The increase was primarily driven by foreign currency translation, primarily affecting the euro. This was partially offset by certain license agreements and product formulations, which were fully amortized in the prior year.

Restructuring and Other Business Realignment Costs

We continue to analyze our cost structure, including opportunities to simplify and optimize operations. In connection with the previously announced four-year Transformation plan to drive substantial improvement and optimization in our business, we have substantially completed and incurred all expected restructuring and other business realignment costs. We incurred $518.9 of cash costs life-to-date related to the Transformation plan as of September 30, 2023, which have been recorded in Corporate. During fiscal 2024, the Company began the implementation of continued process optimization and improved technology support for certain areas ("2024 Restructuring Actions").

In the three months ended September 30, 2023, we incurred restructuring and other business structure realignment costs of $27.3, as follows:

•We incurred restructuring costs of $28.4 primarily related to the 2024 Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

•We incurred a credit in business structure realignment costs of $(1.1) primarily related to the Transformation Plan, which is reported in selling, general and administrative expenses.

In the three months ended September 30, 2022, we incurred a credit in restructuring and other business structure realignment costs of $(0.8) as follows:

•We incurred a credit in restructuring costs of $(1.2) primarily related to the Transformation Plan due to the change in estimate, included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of $0.4 primarily related to the Transformation Plan and certain other programs, of which $0.9 and a credit of $(0.5) were reported in Cost of sales and selling, general and administrative expenses, ~~decreased 0.4%, or $9.1, to $2,145.4 from $2,154.5~~respectively in the ~~nine months ended March 31, 2022. Selling, general~~Condensed Consolidated Statement of Operations.

In all reported periods, all restructuring and ~~administrative expenses as a percentage of net revenues decreased to 51.1%~~other business realignment costs were reported in ~~the nine months ended March 31, 2023 from 52.1% in the nine months ended March 31, 2022, or approximately 100 basis points. This decrease was primarily due to:~~Corporate.

~~(i)160 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with a prior year's grant made to the CEO;~~

~~(ii)120 basis points due to a decrease in advertising and consumer promotional costs as a percentage of net revenue;~~

~~(iii)~~60 basis points due to a decrease in administrative costs as a percentage of net revenues primarily due to lower depreciation expense related to fully depreciated IT equipment and lower consulting fees;

~~(iv)40 basis points due to a decrease in bad debt expense as a percentage of net revenues; and~~

~~Table of Contents~~

~~(v)30 basis points due to a decrease in logistics costs as a percentage of net revenues.~~

~~These decreases were partially offset by the following increases:~~

~~(i)~~260 basis points due to a gain on sale of real estate was recorded in the comparative period, partially offset by an accrual reversal associated with the resolution of a contingency in the current period; and

~~(ii)60 basis points due to unfavorable transactional impact from our exposure to foreign currency exchange fluctuations.~~

OPERATING INCOME

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, operating income was ~~$414.7~~$197.5 compared to income of ~~$318.3~~$171.9 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. Operating ~~margin as a percentage of net revenues, increased to 9.9% in the nine months ended March 31, 2023 as compared to an operating~~ income as a percentage of net revenues, ~~of 7.7%~~decreased to 12.0% in the ~~nine~~three months ended ~~March 31,~~September 30, 2023 as compared to 12.4% in the three months ended September 30, 2022. The ~~increase~~decrease in operating margin is ~~largely~~primarily driven by ~~a decrease~~an increase in ~~stock compensation expense~~restructuring costs, an increase in cost of goods sold as a percentage of net revenues, ~~a decrease~~an increase in advertising and consumer promotional ~~expense as a percentage of net revenues and lower fixed~~ costs as a percentage of net revenues, partially offset by a ~~gain on sale of real estate recognized in the comparative period~~

~~Operating Income (Loss) by Segment~~
Nine Months Ended
March 31,
(in millions) 2023 2022 Change %
Operating income (loss)
Prestige $ 437.3 $ 357.5 22 %
Consumer Beauty 53.3 34.3 55 %
Corporate (75.9) (73.5) (3) %
Total $ 414.7 $ 318.3 30 %

~~Prestige~~

In the nine months ended March 31, 2023, operating income for Prestige was $437.3 compared to income of $357.5 in the nine months ended March 31, 2022. Operating margin increased to 16.7% of net revenues in the nine months ended March 31, 2023 as compared to 13.7% in the nine months ended March 31, 2022, driven primarily by a decrease in cost of goods sold as a percentage of net revenues, a decrease in fixed costs as a percentage of net ~~revenues and a decrease in advertising and consumer promotional expense as a percentage~~revenues.

Table of ~~net revenues.~~Contents

~~Consumer Beauty~~Operating Income (Loss) by Segment


	Three Months Ended September 30,
(in millions)	2023		2022		Change %
Operating income (loss)
Prestige	$	221.6	$	170.3	30	%
Consumer Beauty	32.0		32.0		—	%
Corporate	(56.1)		(30.4)		(85)	%
Total	$	197.5	$	171.9	15	%

Prestige

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, operating income for ~~Consumer Beauty~~Prestige was ~~$53.3~~$221.6 compared to income of ~~$34.3~~$170.3 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. Operating margin increased to ~~3.4%~~20.8% of net revenues in the ~~nine~~three months ended ~~March 31,~~September 30, 2023 as compared to ~~2.2%~~19.7% in the ~~nine~~three months ended ~~March 31,~~September 30, 2022, driven by ~~a decrease in advertising and consumer promotional expense as a percentage of net revenues and~~ a decrease in fixed costs as a percentage of net revenues, partially offset by an increase in cost of goods sold as a percentage of net revenues.

Consumer Beauty

In the three months ended September 30, 2023, operating income for Consumer Beauty was $32.0 compared to income of $32.0 in the three months ended September 30, 2022. Operating margin decreased to 5.5% of net revenues in the three months ended September 30, 2023 as compared to 6.1% in the three months ended September 30, 2022, driven by an increase in advertising and consumer promotional costs as a percentage of net revenues and cost of goods sold as a percentage of net revenues, partially offset by a decrease in fixed costs as a percentage of net revenues.

Corporate

Corporate primarily includes ~~corporate~~income and expenses not directly ~~related~~relating to our operating activities. These items are included in Corporate since we consider them to be Corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, the operating loss for Corporate was ~~$75.9~~$56.1 compared to a loss of ~~$73.5~~$30.4 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022, as described under “Adjusted Operating Income (Loss) for ~~Coty Inc.”~~Continuing Operations” below. The increase toin the operating loss for Corporate was primarily driven by ~~a gain on sale of real estate recognized~~an increase in restructuring costs in the ~~comparative period, partially offset by a decrease in stock compensation expense.~~current period.

5039

Table of Contents

Adjusted Operating Income by Segment

We believe that ~~Adjusted Operating~~adjusted operating income by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported ~~Operating~~operating income to ~~Adjusted Operating~~adjusted operating income is presented below, by segment:
Nine Months Ended March 31, 2023
(in millions) Reported
(GAAP)
Adjustments (a)
Adjusted
(Non-GAAP)
Operating income
Prestige 437.3 $ 112.7 $ 550.0
Consumer Beauty 53.3 30.4 83.7
Corporate (75.9) 75.9 —
Total $ 414.7 $ 219.0 $ 633.7


		Nine Months Ended March 31, 2022							Three Months Ended September 30, 2023
(in millions)	(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)		(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income	Operating income							Operating income
Prestige	Prestige	357.5		$	124.7	$	482.2	Prestige	$	221.6	$	38.7	$	260.3
Consumer Beauty	Consumer Beauty	34.3		33.9		68.2		Consumer Beauty	32.0		9.9		41.9
Corporate	Corporate	(73.5)		73.5		—		Corporate	(56.1)		56.1		—
Total	Total	$	318.3	$	232.1	$	550.4	Total	$	197.5	$	104.7	$	302.2

									Three Months Ended September 30, 2022
(in millions)								(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income								Operating income
Prestige								Prestige	$	170.3	$	37.0	$	207.3
Consumer Beauty								Consumer Beauty	32.0		10.3		42.3
Corporate								Corporate	(30.4)		30.4		—
Total								Total	$	171.9	$	77.7	$	249.6

(a)See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for ~~Coty Inc.”~~Continuing Operations” below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, ~~regional~~ indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Adjusted Operating Income and Adjusted EBITDA for ~~Continuing Operations~~Coty Inc.

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” ~~A reconciliation~~Reconciliation of reported operating income to adjusted operating income is presented below:


		Nine Months Ended March 31,									Three Months Ended September 30,
(in millions)	(in millions)	2023			2022			Change %		(in millions)	2023			2022			Change %
Reported operating income	Reported operating income	414.7			318.3			30	%	Reported operating income	$	197.5		$	171.9		15	%
% of net revenues	% of net revenues	9.9		%	7.7		%			% of net revenues	12.0		%	12.4		%
Amortization expense	Amortization expense	143.1			158.6			(10)	%	Amortization expense	48.6			47.3			3	%
Restructuring and other business realignment costs	Restructuring and other business realignment costs	(5.0)			9.6			<(100%)		Restructuring and other business realignment costs	27.3			(0.8)			>100%
Stock-based compensation	Stock-based compensation	98.9			164.3			(40)	%	Stock-based compensation	29.7			31.1			(5)	%
Costs related to acquisition and divestiture activities		—			14.2			(100)	%

Gain on sale of real estate	Gain on sale of real estate	(1.0)			(114.6)			99	%	Gain on sale of real estate	(1.7)			(1.0)			(70)	%
Gain related to market exit		(17.0)			—			N/A

Early license termination and market exit costs										Early license termination and market exit costs	0.8			1.1			(27)	%

Total adjustments to reported operating income	Total adjustments to reported operating income	$	219.0		$	232.1		(6)	%	Total adjustments to reported operating income	$	104.7		$	77.7		35	%
Adjusted operating income	Adjusted operating income	$	633.7		$	550.4		15	%	Adjusted operating income	$	302.2		$	249.6		21	%
% of net revenues	% of net revenues	15.1		%	13.3		%			% of net revenues	18.4		%	18.0		%
Adjusted depreciation	Adjusted depreciation	173.7			222.5			(22)	%	Adjusted depreciation	58.1			58.3			—	%
Adjusted EBITDA	Adjusted EBITDA	$	807.4		$	772.9		4	%	Adjusted EBITDA	$	360.3		$	307.9		17	%
% of net revenues	% of net revenues	19.2		%	18.7		%			% of net revenues	22.0		%	22.2		%

In the three months ended September 30, 2023, adjusted operating income increased $52.6 to $302.2 from $249.6 in the three months ended September 30, 2022. Adjusted operating margin increased to 18.4% of net revenues in the three months ended September 30, 2023 from 18.0% in the three months ended September 30, 2022, primarily driven by a decrease in fixed

5140

Table of Contents

In the nine months ended March 31, 2023, adjusted operating income increased $83.3, to $633.7 from $550.4 in the nine months ended March 31, 2022. Adjusted operating margin increased to 15.1% of net revenues in the nine months ended March 31, 2023 from 13.3% in the nine months ended March 31, 2022. In the nine months ended March 31, 2023, adjusted EBITDA increased $34.5 to $807.4 from $772.9 in the nine months ended March 31, 2022. Adjusted EBITDA margin increased to 19.2% of net revenues in the nine months ended March 31, 2023 from 18.7% in the nine months ended March 31, 2022, primarily due to a decrease in advertising and consumer promotional costs as a percentage of net revenues. In the three months ended September 30, 2023, adjusted EBITDA increased $52.4 to $360.3 from $307.9 in the three months ended September 30, 2022. Adjusted EBITDA margin decreased to 22.0% of net revenues ~~and a decrease~~ in ~~fixed costs.~~the three months ended September 30, 2023 from 22.2% in the three months ended September 30, 2022.

Amortization Expense

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, amortization expense ~~decreased~~increased to ~~$143.1~~$48.6 from ~~$158.6~~$47.3 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, amortization expense of ~~$112.7~~$38.7 and ~~$30.4~~$9.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the ~~nine~~three months ended ~~March 31,~~September 30, 2022, amortization expense of ~~$124.7~~$37.0 and ~~$33.9~~$10.3 was reported in the Prestige and Consumer Beauty segments, respectively. The ~~decrease~~increase was primarily driven by foreign currency translation, primarily affecting the euro. This was partially offset by certain license agreements and product formulations, which were fully amortized in the prior year.

Restructuring and Other Business Realignment Costs

We continue to analyze our cost structure, including opportunities to simplify and optimize operations. In connection with the previously announced four-year ~~Turnaround~~Transformation plan ~~announced on July 1, 2019~~ to drive substantial improvement and optimization in our business, we have substantially completed and ~~expect to continue to incur~~incurred all expected restructuring and other business realignment costs. ~~On May 11, 2020 we announced an expansion of the Turnaround Plan to further reduce fixed costs, the Transformation Plan.~~ We incurred ~~$515.9~~$518.9 of cash costs life-to-date related to the Transformation plan as of ~~March 31,~~September 30, 2023, which have been recorded in Corporate. During fiscal 2024, the Company began the implementation of continued process optimization and improved technology support for certain areas ("2024 Restructuring Actions").

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, we incurred restructuring and other business structure realignment costs of $27.3, as follows:

•We incurred restructuring costs of $28.4 primarily related to the 2024 Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

•We incurred a credit in business structure realignment costs of $(1.1) primarily related to the Transformation Plan, which is reported in selling, general and administrative expenses.

In the three months ended September 30, 2022, we incurred a credit in restructuring and other business structure realignment costs of ~~$(5.0),~~$(0.8) as follows:

•We incurred a credit in restructuring costs of ~~$(5.4)~~$(1.2) primarily related to the Transformation Plan due to the change in estimate, included in the Condensed Consolidated Statements of ~~Operations.~~Operations; and

•We incurred business structure realignment costs of $0.4 primarily related to ~~our~~the Transformation ~~plan~~Plan and certain other ~~programs. This amount includes~~programs, of which $0.9 and a credit of $(0.5) were reported in Cost of sales and selling, general and administrative expenses, respectively in the Condensed Consolidated Statement of ~~Operations and a credit of $(0.5) reported in Selling, general and administrative expenses.~~

~~In the nine months ended March 31, 2022, we incurred restructuring and other business structure realignment costs of $9.6 as follows:~~

•~~We incurred restructuring costs of $1.5 primarily related to the Transformation Plan, included in the Condensed Consolidated Statements of~~ Operations.

•We incurred business structure realignment costs of $8.1 primarily related to our Transformation Plan and certain other programs. This amount includes $8.4 reported in Cost of sales in the Condensed Consolidated Statement of Operations and a credit of $(0.3) reported in Selling, general and administrative expenses.

In all reported periods, all restructuring and other business realignment costs were reported in Corporate.

~~Stock-based compensation~~Stock-Based Compensation

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, stock-based compensation was ~~$98.9~~$29.7 as compared with ~~$164.3~~$31.1 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. The decrease in stock-based compensation is primarily related to a reduction in expense recognized in connection with ~~a prior year's grant made~~awards granted to the CEO.

In ~~all reported periods,~~the three months ended September 30, 2023 and 2022, all costs related to stock-based compensation were reported in Corporate.

~~Acquisition and Divestiture Activities~~

~~In the nine months ended March 31, 2023, we incurred no costs related to acquisition and divestiture activities.~~

~~In the nine months ended March 31, 2022, we incurred $14.2 of cost relating to acquisition and divestiture activities. These costs were primarily associated with the Wella Transaction.~~

~~In all reported periods, all costs related to acquisition and divestiture activities were reported in Corporate.~~

Gain on Sale of Real Estate

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, we recognized a gain of $1.7 and $1.0, respectively, related to sale of real estate.

Early License Termination and Market Exit Costs

In the ~~nine~~three months ended ~~March 31, 2022,~~September 30, 2023, we ~~recognized a gain~~incurred costs of ~~$114.6~~$0.8 related to ~~sale~~the early termination of ~~real estate.~~

~~Table~~a license and market exit activity which are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of ~~Contents~~

~~In all reported periods, all gains related to sale of real estate were reported in Corporate.~~

~~Gain Related to Market Exit~~Operations.

In the ~~nine~~three months ended ~~March 31, 2023,~~September 30, 2022, we ~~recognized a gain~~incurred costs of ~~$17.0~~$1.1 related to our ~~market exit from~~decision to wind down our business in Russia which are included in Selling, general and administrative expenses and Cost of sales in the Condensed Consolidated Statements of Operations.

~~In the nine months ended March 31, 2022, we did not incur any market exit costs.~~

Table of Contents

Adjusted ~~depreciation expense~~Depreciation Expense

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, adjusted depreciation expense of ~~$82.9~~$27.3 and ~~$90.8~~$30.8 was reported in the Prestige and Consumer Beauty segments, respectively. In the ~~nine~~three months ended ~~March 31,~~September 30, 2022, adjusted depreciation expense of ~~$107.7~~$27.6 and ~~$114.8~~$30.7 was reported in the Prestige and Consumer Beauty segments, respectively.

INTEREST EXPENSE, NET

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, net interest expense was ~~$185.7~~$69.8 as compared with ~~$183.6~~$65.9 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. This increase is primarily due to the impact of a higher average interest rate ~~despite lower debt balances~~ in the current ~~period.~~period, partially offset by lower losses due to foreign currency exchange.

OTHER ~~INCOME~~EXPENSE (INCOME)

In the ~~nine~~three months ended ~~March 31,~~September 30, 2023, other ~~income~~expense was ~~$397.0~~$76.6 as compared towith other income of ~~$572.9~~$98.2 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. This decrease in income to an expense position is ~~primarily~~principally due to a ~~less~~lower favorable fair value adjustment ~~related to~~for our investment in the Wella Company ~~compared to~~recorded in the ~~prior~~current period ~~partially offset by~~and an increase in loss due to a fair value adjustment for our forward repurchase ~~contract gains.~~contracts.

INCOME TAXES

The effective income tax rate for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022 was ~~22.1%~~80.0% and ~~23.2%~~34.1%, respectively. The change in the effective tax rate for the ~~nine~~three months ended ~~March 31,~~September 30, 2023, as compared towith the ~~prior period~~three months ended September 30, 2022, is primarily due to ~~foreign exchange loss~~an expense of $24.3 in the current period recognized on the ~~current year repatriation of funds that were previously taxed as part~~revaluation of the ~~Tax Cuts and Jobs Act of 2017.~~Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland.

The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect ~~of:~~of (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to ~~our unrecognized~~the Company’s unrealized tax benefits (“UTBs”) and accrued ~~interest;~~interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our 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.

Reconciliation of Reported Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:


		Nine Months Ended March 31, 2023						Nine Months Ended March 31, 2022							Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
(in millions)	(in millions)	Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		(in millions)	Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate
Reported income before income taxes	Reported income before income taxes	$	626.0	$	138.3	22.1	%	$	707.6	$	164.5	23.2	%	Reported income before income taxes	$	51.1	$	40.9	80.0	%	$	204.2	$	69.7	34.1	%
Adjustments to reported operating income (a)														Adjustments to reported operating income (a)	104.7						77.7

Other adjustments to reported operating income (a)		219.0						232.1

Change in fair value of investment in Wella Business (c)	Change in fair value of investment in Wella Business (c)	(210.0)						(579.0)						Change in fair value of investment in Wella Business (c)	(4.0)						(135.0)
Other adjustments (d)	Other adjustments (d)	0.6						(2.5)						Other adjustments (d)	3.9						0.2
Total Adjustments (b)	Total Adjustments (b)	9.6		17.2				(349.4)		(91.0)				Total Adjustments (b)	104.6		27.1				(57.1)		(26.2)
Adjusted income before income taxes	Adjusted income before income taxes	$	635.6	$	155.5	24.5	%	$	358.2	$	73.5	20.5	%	Adjusted income before income taxes	$	155.7	$	68.0	43.7	%	$	147.1	$	43.5	29.6	%

(a)See a description of adjustments under “Adjusted Operating Income for Continuing Operations.”

(b)The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.

~~Table of Contents~~

(c)The amount represents the realized and unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

(d)For the ~~nine~~three months ended ~~March 31,~~September 30, 2023, this primarily ~~this primarily~~ represents ~~adjustments for~~divestiture-related costs related to our equity investments and loss from our equity investment in KKW. For the ~~nine~~three months ended ~~March 31,~~September 30, 2022, this primarily represents ~~a net gain on the exchange of Series B Preferred Stock closed on October 20, 2021.~~loss from our equity investment in KKW.

The adjusted effective tax rate was ~~24.5%~~43.7% for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 compared to ~~20.5%~~29.6% for the ~~nine~~three months ended ~~March 31,~~September 30, 2022. The differences were primarily due to ~~a benefit~~an expense of ~~$18.8~~$24.3 in the ~~prior~~current period recognized on the revaluation of the Company's deferred tax ~~assets~~liabilities due to a tax rate increase enacted in ~~the Netherlands.~~Switzerland.

Table of Contents

NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC.

Net income attributable to Coty Inc. was ~~$475.3~~$1.6 in the ~~nine~~three months ended ~~March 31,~~September 30, 2023 as compared to net income of ~~$541.0~~$128.6 in the ~~nine~~three months ended ~~March 31,~~September 30, 2022. ~~This~~The decrease in ~~net~~the income ~~was~~is primarily driven by a ~~less~~lower favorable fair value adjustment ~~related to~~for our investment in the Wella Company ~~compared~~recorded in the current period and an increase in loss due to ~~the prior period,~~a fair value adjustment for our forward repurchase contracts, partially offset by higher operating ~~income in the current period.~~income.

We believe that adjusted net income attributable to Coty Inc. provides an enhanced understanding of our performance. See “Overview—Non-GAAP Financial Measures.”


		Nine Months Ended March 31,									Three Months Ended September 30,
(in millions)	(in millions)	2023			2022			Change %		(in millions)	2023			2022			Change %
Net income from Coty Inc. net of noncontrolling interests	Net income from Coty Inc. net of noncontrolling interests	475.3			541.0			(12)	%	Net income from Coty Inc. net of noncontrolling interests	$	1.6		$	128.6		(99)	%
Convertible Series B Preferred Stock dividends (a)	Convertible Series B Preferred Stock dividends (a)	(9.9)			(195.0)			95	%	Convertible Series B Preferred Stock dividends (a)	(3.3)			(3.3)			—	%

Reported net income attributable to Coty Inc.		465.4			346.0			35	%
Reported net (loss) income attributable to Coty Inc.										Reported net (loss) income attributable to Coty Inc.	$	(1.7)		$	125.3		<(100%)
% of net revenues	% of net revenues	11.1		%	8.4		%			% of net revenues	(0.1)		%	9.0		%
Adjustments to reported operating income (b)	Adjustments to reported operating income (b)	219.0			232.1			(6)	%	Adjustments to reported operating income (b)	104.7			77.7			35	%
Adjustments to Loss on Sale of Business (c)		—			(6.1)			100	%

Change in fair value of investment in Wella Company ~~(d)~~(c)	Change in fair value of investment in Wella Company ~~(d)~~(c)	(210.0)			(579.0)			64	%	Change in fair value of investment in Wella Company ~~(d)~~(c)	(4.0)			(135.0)			97	%
Adjustment to other expense ~~(e)~~(d)	Adjustment to other expense ~~(e)~~(d)	0.6			(2.5)			>100%		Adjustment to other expense ~~(e)~~(d)	3.9			0.2			>100%
Adjustments to noncontrolling interests ~~(f)~~(e)	Adjustments to noncontrolling interests ~~(f)~~(e)	(5.1)			(5.3)			4	%	Adjustments to noncontrolling interests ~~(f)~~(e)	(1.7)			(1.7)			—	%
Change in tax provision due to adjustments to reported net income attributable to Coty Inc.	Change in tax provision due to adjustments to reported net income attributable to Coty Inc.	(17.2)			92.6			<(100%)		Change in tax provision due to adjustments to reported net income attributable to Coty Inc.	(27.1)			26.2			<(100%)
Adjustment for deemed Series B Preferred Stock dividends related to the First and Second Exchanges (a) (g)		—			160.0			(100)	%

Adjusted net income attributable to Coty Inc.	Adjusted net income attributable to Coty Inc.	452.7			237.8			90	%	Adjusted net income attributable to Coty Inc.	$	74.1		$	92.7		(20)	%
% of net revenues	% of net revenues	10.8		%	5.7		%			% of net revenues	4.5		%	6.7		%
Per Share Data	Per Share Data									Per Share Data
Adjusted weighted-average common shares	Adjusted weighted-average common shares									Adjusted weighted-average common shares
Basic	Basic	848.1			814.8					Basic	854.3			842.0
Diluted (a)	Diluted (a)	885.8			827.5					Diluted (a)	867.3			858.5
Adjusted net income attributable to Coty Inc. per common share	Adjusted net income attributable to Coty Inc. per common share									Adjusted net income attributable to Coty Inc. per common share
Basic	Basic	$	0.54		$	0.29				Basic	$	0.09		$	0.11
Diluted (a)	Diluted (a)	$	0.52		$	0.29				Diluted (a)	$	0.09		$	0.11

(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the ~~nine~~three months ended ~~March 31,~~September 30, 2023, shares for the Forward Repurchase Contracts were excluded from the computation of adjusted diluted EPS as Coty is in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value ~~(gain)~~loss for contracts with the option to settle in shares or cash of ~~($100.7).~~$44.3. For the ~~nine~~three months ended ~~March 31, 2023, as~~September 30, 2022, the ~~Convertible Series B Preferred Stock was~~Forward Repurchase Contracts (3.1 million weighted average dilutive ~~an adjustment to reverse~~shares) were anti-dilutive. Accordingly, we excluded these shares from the ~~impact~~diluted shares and did not adjust the earnings for the fair market value loss of ~~the preferred stock dividends of $9.9 was required.~~$27.7. For the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, ~~the~~ convertible Series B Preferred Stock ~~was antidilutive.~~(23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded ~~the convertible Series B Preferred Stock~~these shares from the diluted shares and did not adjust the earnings for the related ~~dividend.~~dividend of $3.3.

(b)See a description of adjustments under “Adjusted Operating Income for Continuing ~~Operations”~~Operations."

(c)For the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, ~~this amount reflects certain working capital adjustments related to~~ the ~~sale of the Wella Business.~~

~~Table of Contents~~

~~(d)The~~ amount represents the ~~realized and~~ unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

~~(e)~~(d)For the ~~nine~~three months ended ~~March 31,~~September 30, 2023, this primarily represents ~~the~~divestiture-related costs related to our equity investments and loss from equity investment in KKW. For the ~~nine~~three months ended ~~March 31,~~September 30, 2022, this primarily represents ~~a net gain on the exchange of Series B Preferred Stock closed on October 20, 2021.~~adjustments for equity loss from KKW.

~~(f)~~(e)The amounts represent the after-tax impact of the non-GAAP adjustments included in ~~Net~~net income ~~(loss)~~ attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Condensed Consolidated Statements of Operations.

~~(g)~~For the nine months ended March 31, 2022, this adjustment represents the deemed dividend from the Second Exchange that closed on November 30, 2021 and the deemed dividend from the First Exchange that closed on October 20, 2021 (as disclosed and defined in Note 13—Equity Investments in our Annual Report on Form 10-K for fiscal 2022).

Table of Contents

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary sources of funds include cash expected to be generated from operations, borrowings from issuance of debt and lines of credit provided by banks and lenders in the U.S. and abroad.

Our cash flows are subject to seasonal variation throughout the year, including demands on cash made during our first fiscal quarter in anticipation of higher global sales during the second fiscal quarter and strong cash generation in the second fiscal quarter as a result of increased demand by retailers associated with the holiday season.

Our principal uses of cash are to fund planned operating expenditures, capital expenditures, ~~business structure realignment expenditures,~~ interest payments, ~~acquisitions,~~ dividends, share repurchases, ~~and~~ any principal payments on ~~debt.~~debt, and from time to time, acquisitions, and business structure realignment expenditures. Working capital movements are influenced by the sourcing of materials related to the production of products. Cash and working capital management initiatives, including the phasing of vendor payments and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.

We remain focused on deleveraging our balance sheet using cash flows generated from our operations. We continue to take steps to permanently reduce our debt ~~in order~~ to reduce interest costs and improve our ~~long term~~long-term profitability and cash flows. ~~In addition,~~During the first quarter, we explored an opportunity to further deleverage by divesting a portion of our equity position in Wella to use the proceeds to repay our debt. On July 18, 2023, we announced that we had entered into a binding letter of intent to sell a 3.6% stake in Wella to an investment firm for $150.0. Subsequently, we and the investment firm mutually agreed not to pursue the proposed transaction and entered into a termination letter in October 2023. Our remaining 25.9% investment in Wella ~~gives~~continues to give us the opportunity for further permanent debt reductions when our equity position is divested.

Variable rate debt accounts for 34% of our total debt outstanding as of March 31, 2023. We incurred higher average variable interest rates compared to the same period in the prior year, and we expect this trend to continue into the fourth quarter. Higher long-term interest rates are expected to increase interest expense on our variable-rate outstanding debt. We use derivative instruments, such as interest rate swap contracts to reduce cash flow fluctuations associated with changes in variable interest rates. During the third quarter, our variable interest rate debt interest rate swap contracts expired, creating an exposure to higher variable interest rates. We have entered into new interest rate hedging arrangements, to replace a portion of the expired interest rate swap contracts, that will take effect in the fourth quarter.

We continue to wind down the operations of our Russian subsidiary. We anticipate ~~incurring up to $7.5~~that we will incur an immaterial amount of additional costs through completion of the wind down, and future net cash costs of ~~$15.0~~$10.0 to ~~$25.0,~~$20.0, which will be funded by our Russian subsidiary. The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies. We have substantially completed our commercial activities in Russia. However, we anticipate that the process related to the liquidation of the Russian legal entity will take an extended period of time.

We continue to experience inflationary pressures in most markets resulting in higher commodity and supply chain costs, including material, freight, and energy costs, as well as higher costs for services and labor. Further,Although inflationary trends persisted into the first quarter, impacting material, logistical, and other costs, we expect that the impact of inflation will subside in ~~certain markets~~the coming quarters. Additionally, we have improved order fill rates and ~~global supply chain challenges, including component shortages, may negatively affect our future sales~~achieved near pre-COVID-19 service levels in the first quarter and ~~operating performance. Supply chain constraints may impact~~anticipate being able to maintain this level of service into the ~~availability of raw materials used to manufacture our products which may negatively impact our ability to meet customer demands, thereby impacting our cash flows and profitability.~~foreseeable future.

Debt Financing

~~During~~We are in the ~~second quarter, we completed cash tender offers~~process of deleveraging our company and ~~redeemed $77.0~~improving the maturity mix of our ~~2026 Dollar Notes and €69.7 million (approximately $72.2)~~debt, including through refinancing or repayment of ~~our 2026 Euro Notes. In addition, we early terminated a fragrance license and~~ a portion of ~~the termination payment totaling €52.5 million (approximately $55.6) was advanced~~our debt.

We have taken action to ~~us. In accordance with the requirements of~~reduce variability in our interest payments including paying down variable interest rate debt ~~agreements, we used a portion of the advance proceeds, totaling $35.8, to pay down~~ outstanding ~~principal balances~~ under ~~the~~our 2018 Coty Term B ~~Facility. On March 7, 2023,~~Facility and issuing fixed rate bonds. Approximately 98% of our total debt was fixed rate as of September 30, 2023. The remaining 2% variable rate debt was effectively converted to fixed rate through interest rate swap contracts as of September 30, 2023.

In the first quarter of fiscal 2024, we amended the 2018 Coty Credit Agreement and replaced our existing revolving commitments with two tranches of revolving commitments, having an aggregate principal amount of $1,670.0 available in U.S. dollars and certain other currencies and the other in an aggregate principal amount of €300.0 million available in euros, and issued $750.0 and €500.0 million of senior secured notes due July 2030 and September 2028, respectively. The net proceeds received from the offerings were used to ~~effectuate~~primarily pay down the ~~transition~~outstanding balance of the ~~underlying variable interest rate from LIBOR to~~U.S. dollar and euro portions of the ~~Secured Overnight Financing Rate (“SOFR”). Interest rates applicable to~~2018 Coty Term B Facility by $715.5 and €22.6 million (approximately $25.1), respectively and a portion of the borrowings outstanding under our revolving credit facility. In August 2023, we repaid the €408.0 million (approximately $446.1) of the debt ~~agreements were not impacted by~~outstanding under the ~~transition to SOFR.~~2018 Term B Facility, thus repaying the facility in full. See Note ~~11—~~9—Debt in

~~Table of Contents~~

the notes to our Condensed Consolidated Financial Statements for additional information on our debt arrangements and prior period credit agreements, as well as definitions of capitalized terms.

In October 2023, one of our wholly-owned subsidiaries utilized cash on hand to fully pay down the U.S. Dollar-denominated credit facility in Brazil in the amount of $31.9. See Note 19—Subsequent Events in the notes to our Condensed Consolidated Financial Statements for additional information on the repayment of our Brazilian debt.

Table of Contents

Equity Offering

On September 28, 2023, we entered into an agreement with a group of underwriters to issue and sell 33.0 million shares of our Class A common stock, par value $0.01 per share (see Note 13—Equity and Convertible Preferred Stock for additional information). We intend to use the proceeds of approximately $348.5, net of underwriting fees, from this offering primarily to retire the principal amount of outstanding debt. Other uses include general corporate purposes, such as strategic investments in the business, working capital and capital expenditures. Settlement of the Offering occurred on October 2, 2023.

Factoring of Receivables

From time to time, we supplement the timing of our cash flows through the factoring of trade receivables. In this regard, we have entered into factoring arrangements with financial institutions.

The net amount utilized under the factoring facilities was ~~$197.0~~$253.9 and ~~$179.3~~$202.9 as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively. The aggregate amount of trade receivable invoices factored on a worldwide basis amounted to ~~$1,192.4~~$430.0 and ~~$813.1~~$346.0 during the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

Cash Flows


		Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022			2023		2022
Condensed Consolidated Statements of Cash Flows Data: (in millions)	Condensed Consolidated Statements of Cash Flows Data: (in millions)					Condensed Consolidated Statements of Cash Flows Data: (in millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	520.8	$	759.5	Net cash provided by operating activities	$	186.2	$	163.2
Net cash (used in) provided by investing activities		(97.7)		281.4
Net cash used in investing activities						Net cash used in investing activities	(62.2)		(75.0)
Net cash used in financing activities	Net cash used in financing activities	(397.6)		(642.7)		Net cash used in financing activities	(78.6)		(87.8)

Net cash provided by operating activities

Net cash provided by operating activities was ~~$520.8~~$186.2 and ~~$759.5~~$163.2 for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The ~~decrease~~increase in cash provided by operating activities of ~~$238.7~~$23.0 was primarily reflects a net increase from the impacts from lower restructuring related cash payments, partially offset by higher cash payments for incomes taxes and interest. The remaining increase is driven by net ~~outflows in the current year~~inflows from changes ~~throughout~~in working capital ~~accounts partially offset by an increase in cash related net income year over year. Changes in Accrued~~primarily due to accrued expenses and other current liabilities contributed to higher outflows primarily related to customer related accruals, restructuring, and compensation costs. Changes in Inventories year over year reflect the current year impact of increased safety stock for constrained materials and products compared to prior year decreases in inventory levels from impacts of COVID recovery and inventory optimization efforts. Lower outflows from changes in Trade receivables partially offset higher year over year outflows from working capital due to continued improvements in collections. Lower costs as a percentage of net revenue contributed to the higher cash related net income.liabilities.

Net cash ~~(used in) provided by~~used in investing activities

Net cash ~~(used in) provided by~~used in investing activities was ~~$(97.7)~~$62.2 and ~~$281.4~~$75.0 for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The decrease in investing cash flows of ~~$379.1~~$12.8 was ~~mainly attributable~~due to ~~the prior year cash received from return~~timing and level of capital under Coty's equity investment which did not reoccur during the nine months ended March 31, 2023. Additionally, the prior year included higher proceeds from the sales of long-lived assets and the positive impact from the receipt of contingent proceeds related to the Wella Business tax credits.expenditures.

Net cash used in financing activities

Net cash used in financing activities during the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022 was ~~$397.6~~$78.6 and ~~$642.7,~~$87.8, respectively. The decrease in cash used in financing activities of ~~$245.1~~$9.2 was primarily driven ~~mainly~~ by higher cash outflows in the prior year for net paydowns of the Company's revolving credit facility and other long term debt balances as well, as higher payments of deferred financing fees associated with debt activity, and higher dividend payments on Series B Preferred Stock. Higherlower cash payments in the current year ~~for~~compared to the prior year due to realized losses on the ~~settlement~~Company's financing related foreign current contracts. These lower outflows were offset by the net impact of ~~foreign currency contracts only partially offset~~repayments of long-term debt associated with the ~~lower~~2018 Coty Credit Agreement during the first three months of the current fiscal year ~~payments.~~including payments for debt issuance costs compared to net proceeds from debt activity in the same period of the prior year.

Dividends

On April 29, 2020, ~~our~~the Board of Directors suspended the payment of dividends ~~in keeping with our 2018 Coty Credit Agreement, as amended.~~on Common Stock. As we focus on preserving cash, we expect to suspend the payment of dividends until we reach a Net debt to Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of 2x. Any determination to pay dividends in the future will be at the discretion of our Board of Directors.

~~Table of Contents~~

Dividends on the Convertible Series B Preferred Stock are payable in cash, or by increasing the amount of accrued dividends on Convertible Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. We ~~started paying dividends on the Convertible Series B Preferred Stock in cash for the period ended June 30, 2021, and we~~ expect ~~to continue~~ to pay such dividends in cash on a quarterly basis, subject to the declaration thereof by our Board of Directors. The terms of the Convertible Series B Preferred Stock restrict our ability to declare cash dividends on our common stock until all accrued dividends on the Convertible Series B Preferred Stock have been declared and paid in cash.

For additional information on our dividends, see Note ~~15—~~13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.

Table of Contents

Treasury Stock - Share Repurchase Program

For information on our Share Repurchase Program, see Note ~~15—~~13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.

Commitments and Contingencies

See Note ~~18—Mandatorily Redeemable Financial Interests and~~ 16—Redeemable Noncontrolling Interests in the notes to our Condensed Consolidated Financial Statements for information on our United Arab Emirates subsidiary and subsidiary in the Middle East.

Legal Contingencies

For information on our litigation matters and Brazilian tax assessments, see Note ~~19—~~17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements. In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of R$423.8 million (approximately ~~$83.2)~~$84.2) as of ~~March 31,~~September 30, 2023.

Off-Balance Sheet Arrangements

We had undrawn letters of credit of ~~$11.8~~$6.8 and ~~$14.3~~$7.2 and bank guarantees of ~~$16.0~~$18.5 and ~~$17.2~~$16.3 as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively.

Contractual Obligations

Our principal contractual obligations and commitments as of June 30, ~~2022~~2023 are summarized in Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Obligations and Commitments,” of our Fiscal ~~2022~~2023 Form 10-K. For the ~~nine~~three months ended ~~March 31,~~September 30, 2023, there have been no material changes in our contractual obligations outside the ordinary course of business.

Critical Accounting Policies

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our Condensed Consolidated Financial Statements:

•Revenue Recognition;

•Equity Investments;

•Goodwill, Other Intangible Assets and Long-Lived Assets;

•~~Business Combinations;~~

•Inventory; and

•Income Taxes.

As of ~~March 31,~~September 30, 2023, there have been no material changes to the items disclosed as critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II—Item 7 of our Fiscal ~~2022~~2023 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Note ~~14—~~12—Derivative Instruments for updates to our foreign currency risk management and interest rate risk management. There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Fiscal ~~2022~~2023 Form 10-K.

~~Table of Contents~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer (the “CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of ~~March 31,~~September 30, 2023. Based on the evaluation of our disclosure controls and procedures as of ~~March 31,~~September 30, 2023, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) of the Exchange Act during the ~~third~~first fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving our objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information on our legal matters, see Note ~~19—~~17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements.

Item 1A. Risk Factors.

We have disclosed information about the risk factors that could adversely affect our business in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

No shares of our Class A Common Stock were repurchased during the fiscal quarter ended ~~March 31,~~September 30, 2023.

Item 5. Other Information

During the three months ended September 30, 2023, none of the Company’s directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of the SEC’s Regulation S-K).

Table of Contents

Item 6. Exhibits, Financial Statement Schedules.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q:


Exhibit Number						Description
10.1						Amendment No. 56 to Amended and Restated Credit Agreement, dated ~~March 7,~~as of July 11, 2023, by and among Coty Inc., Coty B.V., the other loan parties thereto, the refinancing revolving lenders ~~from time to time~~ party thereto, and JPMorgan Chase Bank, N.A. as administrative ~~agent.~~agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 14, 2023).
10.2						Indenture, dated as of July 26, 2023, among the Company, HFC Prestige Products, Inc., HFC Prestige International U.S. LLC, the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company ’s Current Report on Form 8-K filed on July 26, 2023).
10.3						Form of 6.625% Senior Secured Notes due 20 30 (included in Exhibit 10.2 ) (incorporated by reference to Exhibit 4.2 to the Company ’s Current Report on Form 8-K filed on July 26 , 2023).
1 0.4						Joinder Agreement No. 3, dated as of July 26, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No. 1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative and Joinder Agreement No. 2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 2 6 , 2023).
1 0.5						Pledge and Security Agreement, dated as of July 26, 2023, by and among the C o mpany, HFC Prestige Products, Inc., HFC Prestige International U.S. LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 26 , 2023).
10.6						Indenture, dated as of September 19, 2023, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. LLC, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee, registrar and collateral agent, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 19 , 2023).
10.7						Form of 5.750% Senior Secured Notes due 2028 (included in Exhibit 10.6 ) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 19 , 2023).
10.8						Joinder Agreement No. 4, dated as of September 19, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No. 1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative, the Joinder Agreement No. 2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Joinder Agreement No. 3, dated as of July 26, 2023, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 19 , 2023).
10.9						Pledge and Security Agreement, dated as of September 19, 2023, by and among the Company , HFC Prestige Products, Inc., HFC Prestige International U.S. LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 19 , 2023).
10.10						Underwriting Agreement, dated September 28, 2023, by and between Coty Inc. and Banco Santander, BNP PARIBAS, Citigroup Global Markets Europe AG, Citigroup Global Markets Inc. and Crédit Agricole Corporate and Investment Bank (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on October 2 , 2023).
10.11						Offer Letter dated as of September 29, 2023, between Coty Inc. and Kristin Blazewicz.†
10.12						Offer Letter dated as of September 28, 2023, between Coty Italia and Anna von Bayern.†
10.13						Offer Letter dated as of September 28, 2023, between Coty Management B.V. and Laurent Mercier.†
31.1						Certification of Chief Executive Officer, pursuant to Rule 13a-14(a).
31.2						Certification of Chief Financial Officer, pursuant to Rule 13a-14(a).
32.1						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.
32.2						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.

Table of Contents


101.INS						Inline XBRL Instance Document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

5949

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	COTY INC.

Date: ~~May 9,~~November 8, 2023	By:	/s/Sue Nabi
		Name: Sue Nabi
		Title: Chief Executive Officer
		(Principal Executive Officer)

		/s/Laurent Mercier
		Name: Laurent Mercier
		Title: Chief Financial Officer
		(Principal Financial Officer)

6050


Distributions to noncontrolling interests, redeemable noncontrolling interests and mandatorily redeemable financial instruments	(17.4)		(15.1)
Payment of deferred financing fees	—		(39.3)
All other	(16.1)		(11.6)
Net cash used in financing activities	(397.6)		(642.7)
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(12.3)		(8.4)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	13.2		389.8
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	263.8		310.4
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	277.0	$	700.2


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for interest	$	157.9	$	120.7

Net cash paid for income taxes	45.8		68.1
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditure additions	$	93.1	$	65.4

Redemption of Series B Preferred Stock in exchange for Wella Equity Investment	—		603.3
Conversion of Series B Preferred Stock into Class A Common Stock	—		429.5
Non-cash Series B Preferred Stock dividends and deemed dividends (contributions)	—		(1.1)


	Severance and Employee Benefits		Fixed Asset Write-offs		Other Exit Costs		Total
Fiscal 2020	$	151.2	$	(1.1)	$	6.5	$	156.6
Fiscal 2021	73.4		(0.5)		0.3		73.2
Fiscal 2022	(6.2)		—		(0.3)		(6.5)
Fiscal 2023	(5.4)		—		—		(5.4)
Cumulative through March 31, 2023	$	213.0	$	(1.6)	$	6.5	$	217.9


	Trademarks		Total
Gross balance at June 30, 2022	$	1,881.5	$	1,881.5
Accumulated impairments	(944.9)		(944.9)
Net balance at June 30, 2022	$	936.6	$	936.6

Changes during the period ended March 31, 2023

Foreign currency translation	15.4		15.4


Gross balance at March 31, 2023	$	1,896.9	$	1,896.9
Accumulated impairments	(944.9)		(944.9)
Net balance at March 31, 2023	$	952.0	$	952.0


	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(in millions)	Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate
Reported income before income taxes	$	141.6	$	29.8	21.0	%	$	54.8	$	0.5	0.9	%
Adjustments to reported operating income (a)	79.2						56.5



Change in fair value of investment in Wella Business (c)	—						(60.7)
Other adjustments (d)	0.2						0.4
Total Adjustments (b)	79.4		14.8				(3.8)		17.0
Adjusted income before income taxes	$	221.0	$	44.6	20.2	%	$	51.0	$	17.5	34.3	%


	Nine Months Ended March 31, 2023
(in millions)	Reported (GAAP)		Adjustments (a)		Adjusted (Non-GAAP)
Operating income
Prestige	437.3		$	112.7	$	550.0
Consumer Beauty	53.3		30.4		83.7
Corporate	(75.9)		75.9		—
Total	$	414.7	$	219.0	$	633.7