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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED JUNE 30, 2014
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-35964
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Delaware
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13-3823358
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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350 Fifth Avenue, New York, NY
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10118
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(Address of principal executive offices)
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(Zip Code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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None
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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Developing our power brands, with a strong focus on superior innovation and increased investment in brand support.
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Strengthening our global positions in fragrances and color cosmetics and expanding our presence in skin & body care through organic growth and a well-targeted acquisition strategy. Our ambition is to become the undisputed number one global player in fragrances and to be among the top three global players in color cosmetics. We also plan to expand our presence in skin & body care with a particular focus on opportunities in emerging markets.
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Progressing our emerging markets expansion strategy, with the objective of generating more than one third of our net revenues from emerging markets.
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Leveraging our multichannel distribution capabilities in order to seize growth opportunities across a broad consumer universe with product offerings spanning across price points.
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Gaining efficiency and simplification in our operating model through a global efficiency plan. We believe our global efficiency plan will address the different cost components of our business, and we anticipate that annual savings from the plan will be over $200 million by the end of fiscal 2017.
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permitting the licensor’s involvement in and, in some cases, approval of advertising, packaging and marketing plans relating to the licensed products;
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in some cases, requiring notice to, or approval by, the licensor of certain changes in control as a condition to continuation of the license.
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develop our power brands portfolio through branding, innovation and execution;
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identify and incubate new and existing brands with the potential to develop into global power brands;
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innovate and develop new products that are appealing to the consumer;
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extend our brands into the other segments of the beauty industry in which we compete and develop new brands;
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acquire or enter into new licenses;
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expand our geographic presence to take advantage of opportunities in developed and emerging markets;
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continue to expand our distribution channels within existing geographies to increase market presence, brand recognition and sales;
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expand our market presence through alternative distribution channels;
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expand margins through sales growth, the development of higher margin products and supply chain integration and efficiency initiatives;
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manage capital investments and working capital effectively to improve the generation of cash flow;
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execute any acquisitions quickly and efficiently and integrate businesses successfully; and
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implement our recently announced new organizational structure as planned.
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maintaining the quality of the licensed product and the applicable trademarks;
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permitting the licensor’s involvement in and, in some cases, approval of advertising, packaging and marketing plans;
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paying royalties at minimum levels and/or maintaining minimum sales levels;
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promoting the sales of the licensed product actively;
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spending a certain amount of net sales on marketing and advertising for the licensed product;
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maintaining the integrity of the specified distribution channel for the licensed product;
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expanding the sales of the product and/or the jurisdictions in which the product is sold;
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agreeing not to enter into licensing arrangements with competitors of certain of our licensors;
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indemnifying the licensor in the event of product liability or other claims related to our products;
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limiting assignment and sub-licensing to third parties without the licensor’s consent; and
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requiring, in some cases, notice to the licensor or its approval of certain changes in control.
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fluctuations in foreign currency exchange rates, which have affected and may in the future affect our results of operations, reported earnings, the value of our foreign assets, the relative prices at which we and foreign competitors sell products in the same markets and the cost of certain inventory and non-inventory items required by our operations;
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changes in foreign laws, regulations and policies, including restrictions on foreign investment, trade, import and export license requirements, quotas, trade barriers and other protection measures imposed by foreign countries, and tariffs and taxes, as well as changes in U.S. laws and regulations relating to foreign trade and investment;
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difficulties and costs associated with complying with, and enforcing remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including the FCPA, and different regulatory structures and unexpected changes in regulatory environments;
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lack of well-established or reliable legal and administrative systems;
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failure to effectively and immediately implement processes and policies across our diverse operations and employee base; and
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adverse weather conditions, social and economic conditions, terrorist attacks, war or other military action or violent revolution, such as recent events in Ukraine and Russia and the Middle East, and other geopolitical conditions.
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our advertising, promotional and marketing strategies for our new products may be less effective than planned and may fail to effectively reach the targeted consumer base or engender the desired consumption;
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product purchases by our consumers may not be as high as we anticipate;
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we may experience out-of-stocks and/or product returns exceeding our expectations as a result of our new product launches or retailer space reconfigurations or our net revenues may be impacted by retailer inventory management or changes in retailer pricing or promotional strategies;
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we may incur costs exceeding our expectations as a result of the continued development and launch of new products, including, for example, advertising, promotional and marketing expenses, sales return expenses or other costs related to launching new products;
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we may experience a decrease in sales of certain of our existing products as a result of newly-launched products; and
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our product pricing strategies for new product launches may not be accepted by our retail customers or their consumers, which may result in our sales being less than anticipated.
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that a majority of our board of directors consists of independent directors;
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that we have a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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Location/Facility
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Use
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New York, New York (leased)
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Corporate/Commercial
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Phoenix, Arizona (multiple locations) (leased)
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Manufacturing
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North Hollywood, California (multiple locations) (leased)
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Manufacturing/Commercial/R&D
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Morris Plains, New Jersey (leased)
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R&D
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Sanford, North Carolina (owned)
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Manufacturing
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Ashford, England (land leased, building owned)
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Manufacturing
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Chartres, France (owned)
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Manufacturing
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Paris, France (2 locations) (leased)
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Corporate/Commercial
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Geneva, Switzerland (leased)
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Corporate/Commercial/R&D
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Monaco (2 locations) (leased)
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Manufacturing/R&D
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Granollers, Spain (owned)
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Manufacturing
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Jiangsu Province, China (land leased, building owned)
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Manufacturing/Commercial/R&D
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High
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Low
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Cash Dividends
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July 1 – September 30, 2013
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$
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17.74
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$
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14.46
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$
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—
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October 1 – December 31, 2013
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16.68
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14.63
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0.20
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January 1 – March 31, 2014
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15.92
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12.83
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—
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April 1 – June 30, 2014
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18.95
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14.85
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—
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Plan Category
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(a)
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(b)
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(c)
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Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
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Weighted-average
exercise price
of outstanding
options, warrants
and rights
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Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a)
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Equity compensation plans approved by security holders
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Options
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18,416,694
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$
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9.17
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Restricted Stock Units
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4,374,461
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n/a
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Subtotal
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22,791,155
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—
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16,494,303
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Equity compensation plans not approved by security holders
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Options
(a)
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4,756,022
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$
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9.89
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—
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Subtotal
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4,756,022
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—
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—
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Total
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27,547,177
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16,494,303
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n/a
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is not applicable
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(a)
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Executive Ownership Plan
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From fiscal 2008 until December 2012, we invited certain key executives to purchase shares of our common stock, and receive stock options to match such purchases, through our Executive Ownership Plan. The Executive Ownership Plan was replaced by the Platinum Program in December 2012. Executives who participated in the Executive Ownership Plan could purchase an amount of restricted shares of our common stock, equal to their APP award for the prior fiscal year. If an executive purchased restricted shares under the Executive Ownership Plan, such executive would receive matching stock options. All matching stock options have five-year cliff vesting tied to continued employment with us and continued ownership of the restricted shares that the matching stock options match.
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Period
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Total Number of Shares Purchased
(a)
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Average Price Paid per Share
(b)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
(c)
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April 1 - April 30, 2014
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2,123,983
(d)
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$15.23
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2,123,983
(d)
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$300.0 million
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June 1 - June 30, 2014
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27,952,604
(e)
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$16.78
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N/A
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N/A
(e)
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(in millions, except per share data)
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Year Ended June 30,
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2014
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2013
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2012
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2011
(a)
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2010
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Consolidated Statements of Operations Data:
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Net revenues
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$
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4,551.6
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$
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4,649.1
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$
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4,611.3
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$
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4,086.1
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$
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3,482.9
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Gross profit
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2,685.9
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2,788.8
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2,787.3
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2,446.1
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2,009.7
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Asset impairment charges
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316.9
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1.5
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575.9
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—
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5.3
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Operating income (loss)
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25.7
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394.4
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(209.5
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280.9
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184.5
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Interest expense—related party
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—
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—
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—
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5.9
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31.9
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Interest expense, net
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68.5
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76.5
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89.6
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85.6
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41.7
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Other expense (income), net
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1.3
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(0.8
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32.0
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4.4
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(8.8
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)
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(Loss) Income before income taxes
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(44.1
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)
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318.7
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(331.1
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185.0
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119.7
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Provision (benefit) for income taxes
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20.1
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116.8
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(37.8
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95.1
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32.4
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Net (loss) income
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(64.2
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)
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201.9
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(293.3
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)
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89.9
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87.3
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Net income attributable to noncontrolling interests
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17.8
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15.7
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13.7
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12.5
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11.9
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Net income attributable to redeemable noncontrolling interests
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15.4
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18.2
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17.4
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15.7
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13.7
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Net (loss) income attributable to Coty Inc.
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(97.4
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)
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168.0
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(324.4
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)
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61.7
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61.7
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Per Share Data:
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Weighted-average common shares
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Basic
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381.7
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381.7
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373.0
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329.4
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280.2
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Diluted
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381.7
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396.4
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373.0
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339.1
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280.2
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Cash dividends declared per common share
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$
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—
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$
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0.15
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$
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—
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$
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0.10
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$
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—
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Net (loss) income attributable to Coty Inc. per common share:
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Basic
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$
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(0.26
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)
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$
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0.44
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$
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(0.87
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)
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$
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0.19
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$
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0.22
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Diluted
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(0.26
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)
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0.42
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(0.87
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)
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0.18
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0.22
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(in millions)
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Year Ended June 30,
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2014
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2013
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2012
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2011
(a)
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2010
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Consolidated Cash Flows Data:
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Net cash provided by operating activities
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$
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536.5
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$
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463.9
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$
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589.3
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$
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417.5
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$
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494.0
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Net cash (used in) investing activities
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(257.6
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)
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(229.9
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)
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(333.9
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)
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(2,252.5
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)
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(149.9
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)
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|||||
Net cash (used in) provided by financing activities
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(5.7
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)
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69.0
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(97.7
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)
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1,903.8
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(7.0
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)
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(in millions)
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As of June 30,
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2014
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2013
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2012
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2011
(a)
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2010
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Consolidated Balance Sheet Data:
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Cash and cash equivalents
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$
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1,238.0
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$
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920.4
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$
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609.4
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$
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510.8
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$
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387.5
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Total assets
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6,592.5
|
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6,470.0
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6,183.4
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6,813.9
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3,781.8
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Total debt
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3,293.5
|
|
|
2,630.2
|
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2,460.3
|
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2,622.4
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1,416.0
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|||||
Total Coty Inc. stockholders’ equity
|
843.8
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|
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1,494.0
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857.2
|
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1,361.9
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419.7
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(a)
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Fiscal 2011 data includes results from the acquisitions of TJOY Holdings Co., Ltd. (“TJoy”), Dr. Scheller Cosmetics AG, OPI Products, Inc., and Philosophy Acquisition Company, Inc. (“Philosophy”) as of the date of their respective acquisition during fiscal 2011.
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•
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senior management receives a monthly analysis of our operating results that are prepared on an adjusted performance basis;
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•
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strategic plans and annual budgets are prepared on an adjusted performance basis; and
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•
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senior management’s annual compensation is calculated, in part, using adjusted performance measures.
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•
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Share-based compensation adjustment:
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•
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As of June 12, 2013, the effective date of the share-based compensation plan amendments, the share-based compensation expense adjustment represents the difference between equity plan accounting using the grant date fair value and equity plan accounting using the June 12, 2013 fair value. Prior to June 12, 2013, the share-based compensation expense adjustment represents the difference between share-based compensation expense accounted for under equity plan accounting based on grant date fair value, and under liability plan accounting based on reporting date fair value.
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•
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Future adjustments for share-based compensation will consist of the difference between expense under equity plan accounting based on the grant date fair value and total estimated share-based compensation expense, which is based on (i) the fair value on June 12, 2013 for nonqualified stock option awards and restricted stock units (“RSUs”) and (ii) all costs associated with the special incentive awards granted in fiscal 2012 and 2011. The estimated aggregate expense is approximately $12, $7, $2, and $0 for the fiscal years ended June 30, 2015, 2016, 2017, and 2018 respectively. Refer to “Management Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for a full discussion of the share-based compensation adjustment; and
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•
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Other adjustments, which include:
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•
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asset impairment charges;
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•
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restructuring costs and business structure realignment programs;
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•
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acquisition-related costs and certain acquisition accounting impacts; and
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•
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other adjustments that we believe investors may find useful.
|
•
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adjustment made to reconcile operating income to Adjusted Operating Income, net of the income tax effect thereon (see Adjusted Operating Income);
|
•
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certain interest and other (income) expense, net of the income tax effect thereon, that we do not consider indicative of our performance; and
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•
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certain tax effects that are not indicative of our performance.
|
•
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Adjusted Net Income Attributable to Coty Inc.
divided by
|
•
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Adjusted weighted-average basic and diluted common shares using the treasury stock method.
|
|
Year Ended June 30,
|
||||||||||
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2014
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2013
|
|
2012
|
||||||
Trade marketing spend activities
|
$
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492.9
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|
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$
|
502.1
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|
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$
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519.5
|
|
% of Net revenues
|
10.8
|
%
|
|
10.8
|
%
|
|
11.3
|
%
|
|||
Advertising and consumer promotional costs
|
1,070.0
|
|
|
1,072.3
|
|
|
1,085.8
|
|
|||
% of Net revenues
|
23.5
|
%
|
|
23.1
|
%
|
|
23.5
|
%
|
|||
Total marketing and advertising costs
|
$
|
1,562.9
|
|
|
$
|
1,574.4
|
|
|
$
|
1,605.3
|
|
% of Net revenues
|
34.3
|
%
|
|
33.9
|
%
|
|
34.8
|
%
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
NET REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||
Fragrances
|
$
|
2,498.2
|
|
|
$
|
2,490.7
|
|
|
$
|
2,452.8
|
|
|
—
|
|
|
2
|
%
|
Color Cosmetics
|
1,366.2
|
|
|
1,468.5
|
|
|
1,430.6
|
|
|
(7
|
%)
|
|
3
|
%
|
|||
Skin & Body Care
|
687.2
|
|
|
689.9
|
|
|
727.9
|
|
|
—
|
|
|
(5
|
%)
|
|||
Total
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
|
(2
|
%)
|
|
1
|
%
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
NET REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1,703.8
|
|
|
$
|
1,914.8
|
|
|
$
|
1,874.5
|
|
|
(11
|
%)
|
|
2
|
%
|
EMEA
|
2,302.9
|
|
|
2,188.9
|
|
|
2,218.0
|
|
|
5
|
%
|
|
(1
|
%)
|
|||
Asia Pacific
|
544.9
|
|
|
545.4
|
|
|
518.8
|
|
|
—
|
|
|
5
|
%
|
|||
Total
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
|
(2
|
%)
|
|
1
|
%
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
||||||||
Fragrances
|
$
|
355.6
|
|
|
$
|
369.7
|
|
|
$
|
340.5
|
|
|
(4
|
%)
|
|
9
|
%
|
Color Cosmetics
|
154.2
|
|
|
208.8
|
|
|
200.2
|
|
|
(26
|
%)
|
|
4
|
%
|
|||
Skin & Body Care
(a)
|
(351.7
|
)
|
|
(5.7
|
)
|
|
(577.8
|
)
|
|
<(100%)
|
|
|
99
|
%
|
|||
Corporate
|
(132.4
|
)
|
|
(178.4
|
)
|
|
(172.4
|
)
|
|
26
|
%
|
|
(3
|
%)
|
|||
Total
|
$
|
25.7
|
|
|
$
|
394.4
|
|
|
$
|
(209.5
|
)
|
|
(93
|
%)
|
|
>100%
|
|
|
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Reported Operating Income (Loss)
|
$
|
25.7
|
|
|
$
|
394.4
|
|
|
$
|
(209.5
|
)
|
|
(93
|
%)
|
|
>100%
|
|
% of Net revenues
|
0.6
|
%
|
|
8.5
|
%
|
|
(4.5
|
%)
|
|
|
|
|
|||||
Asset impairment charges
|
316.9
|
|
|
1.5
|
|
|
575.9
|
|
|
>100%
|
|
|
(100
|
%)
|
|||
China Optimization
|
35.9
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Restructuring and other business realignment costs
|
34.1
|
|
|
36.1
|
|
|
24.0
|
|
|
(6
|
%)
|
|
50
|
%
|
|||
Real estate consolidation program costs
|
32.3
|
|
|
22.5
|
|
|
12.4
|
|
|
44
|
%
|
|
81
|
%
|
|||
Share-based compensation expense adjustment
|
27.6
|
|
|
120.3
|
|
|
109.9
|
|
|
(77
|
%)
|
|
9
|
%
|
|||
Acquisition-related costs
|
26.9
|
|
|
9.6
|
|
|
18.7
|
|
|
>100%
|
|
|
(49
|
%)
|
|||
Public entity preparedness costs
|
1.2
|
|
|
7.7
|
|
|
4.5
|
|
|
(84
|
%)
|
|
71
|
%
|
|||
Gain on sale of asset
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|
100
|
%
|
|
N/A
|
|
|||
Total adjustments to Reported Operating Income (Loss)
|
474.9
|
|
|
178.4
|
|
|
745.4
|
|
|
>100%
|
|
|
(76
|
%)
|
|||
Adjusted Operating Income
|
$
|
500.6
|
|
|
$
|
572.8
|
|
|
$
|
535.9
|
|
|
(13
|
%)
|
|
7
|
%
|
% of Net revenues
|
11.0
|
%
|
|
12.3
|
%
|
|
11.6
|
%
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Provision (benefit) for income taxes
|
|
|
$
|
20.1
|
|
|
$
|
116.8
|
|
|
$
|
(37.8
|
)
|
Effective income tax rate
|
|
|
(45.6
|
)%
|
|
36.6
|
%
|
|
11.4
|
%
|
|
Year Ended June 30, 2014
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|||||||||||||||||||||||||||
(in millions)
|
Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
|
Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
|
Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
|||||||||||||||
Reported (Loss) Income Before Income Taxes
|
$
|
(44.1
|
)
|
|
20.1
|
|
|
(45.6
|
)%
|
|
$
|
318.7
|
|
|
116.8
|
|
|
36.6
|
%
|
|
$
|
(331.1
|
)
|
|
(37.8
|
)
|
|
11.4
|
%
|
|||
Adjustments to Reported Operating Income
(a)
|
474.9
|
|
|
61.3
|
|
|
|
|
178.4
|
|
|
23.2
|
|
|
|
|
745.4
|
|
|
149.3
|
|
|
|
|||||||||
Other adjustments
(b)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
44.4
|
|
|
15.4
|
|
|
|
|||||||||
Adjusted Income Before Income Taxes
|
$
|
430.8
|
|
|
$
|
81.4
|
|
|
18.9
|
%
|
(c)
|
$
|
497.1
|
|
|
$
|
140.0
|
|
|
28.2
|
%
|
|
$
|
458.7
|
|
|
$
|
126.9
|
|
|
27.7
|
%
|
|
|
(a)
|
See the reconciliation included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations
—
Results of Operations
—
Net Revenues
—
Operating Income
—
Adjusted Operating Income”.
|
(b)
|
See the reconciliation included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations
—
Results of Operations-Net Income Attributable to Coty Inc.”.
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014/2013
|
|
2013/2012
|
||||||||
Reported Net (Loss) Income Attributable to Coty Inc.
|
$
|
(97.4
|
)
|
|
$
|
168.0
|
|
|
$
|
(324.4
|
)
|
|
<(100%)
|
|
|
>100%
|
|
% of Net revenues
|
(2.1
|
%)
|
|
3.6
|
%
|
|
(7.0
|
%)
|
|
|
|
|
|||||
Adjustments to Reported Operating Income (Loss)
(a)
|
474.9
|
|
|
178.4
|
|
|
745.4
|
|
|
>100%
|
|
|
(76
|
%)
|
|||
Loss on foreign currency contract
(b)
|
—
|
|
|
—
|
|
|
37.4
|
|
|
N/A
|
|
|
(100
|
%)
|
|||
Acquisition-related interest expense
(c)
|
—
|
|
|
—
|
|
|
7.0
|
|
|
N/A
|
|
|
(100
|
%)
|
|||
Tax impact on foreign income inclusion
(d)
|
—
|
|
|
—
|
|
|
14.9
|
|
|
N/A
|
|
|
(100
|
%)
|
|||
Change in tax provision due to adjustments to Reported Net (Loss) Income Attributable to Coty Inc.
|
(61.3
|
)
|
|
(23.2
|
)
|
|
(179.6
|
)
|
|
<(100%)
|
|
|
87
|
%
|
|||
Adjusted Net Income Attributable to Coty Inc.
|
$
|
316.2
|
|
|
$
|
323.2
|
|
|
$
|
300.7
|
|
|
(2
|
%)
|
|
7
|
%
|
% of Net revenues
|
6.9
|
%
|
|
7.0
|
%
|
|
6.5
|
%
|
|
|
|
|
|
||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average common shares
(e)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
381.7
|
|
|
381.7
|
|
|
373.0
|
|
|
|
|
|
|||||
Diluted
|
390.7
|
|
|
396.4
|
|
|
384.6
|
|
|
|
|
|
|||||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.83
|
|
|
$
|
0.85
|
|
|
$
|
0.81
|
|
|
|
|
|
||
Diluted
|
0.81
|
|
|
0.82
|
|
|
0.78
|
|
|
|
|
|
|
|
(a)
|
See the reconciliation included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Revenues—Operating Income-Adjusted Operating Income”.
|
(b)
|
Loss on foreign currency contract to hedge foreign currency exposure associated with a contemplated acquisition opportunity that was withdrawn. These amounts are included in other expense, net in the Consolidated Statements of Operations.
|
(c)
|
Interest expense for fiscal 2012 associated with the obligations related to the purchase of TJoy.
|
(d)
|
Reflects an adjustment to our tax provision equal to the tax expense associated with certain foreign income that was subject to tax in the U.S. during fiscal 2011 and 2010 under the provisions of Internal Revenue Code Sections 951 through 954 (“Subpart F”), but that should no longer be subject to Subpart F as a result of structural changes in our organization. Effective fiscal 2012, we created a fragrance “Center of Excellence” for research and development and supply chain management by relocating and centralizing selected manufacturing and product development processes to Geneva, Switzerland. As a result of these changes to our organizational and management structure, Subpart F should no longer apply to income associated with our operations in Geneva and, accordingly, tax expense associated with certain foreign-based income will be reduced in the future. This change is reflected in the provision for income taxes in the Consolidated Statements of Operations for periods following its implementation.
|
(e)
|
In fiscal 2014 and 2012, using the treasury stock method, the number of adjusted diluted common shares to calculate non-GAAP adjusted diluted net income per common share was 9.0 and 11.6 million higher, respectively, than the number of common shares used to calculate GAAP diluted net loss per common share, due to the potentially dilutive effect of certain securities issuable under our share-based compensation plans, which were considered anti-dilutive for calculating GAAP diluted net loss per common share. In fiscal 2013, the adjusted number of common shares used to calculate non-GAAP adjusted basic and diluted net income attributable to Coty Inc. per common share is identical to the number of common and diluted shares used to calculate GAAP net income (loss) per common share.
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||||||||||||||||||||||||
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
||||||||||||||||
(in millions, except per share data)
|
2014
|
|
2014
|
|
2013
|
|
2013
|
|
2013
|
|
2013
|
|
2012
|
|
2012
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net revenues
|
$
|
1,041.5
|
|
|
$
|
1,008.7
|
|
|
$
|
1,323.2
|
|
|
$
|
1,178.2
|
|
|
$
|
1,058.8
|
|
|
$
|
997.7
|
|
|
$
|
1,379.5
|
|
|
$
|
1,213.1
|
|
Gross profit
|
592.7
|
|
|
613.1
|
|
|
773.9
|
|
|
706.2
|
|
|
620.4
|
|
|
615.1
|
|
|
816.6
|
|
|
736.7
|
|
||||||||
Asset impairment charges
|
—
|
|
|
316.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||||||
Operating (loss) income
|
(11.4
|
)
|
|
(272.0
|
)
|
|
143.5
|
|
|
165.6
|
|
|
(23.9
|
)
|
|
30.1
|
|
|
222.3
|
|
|
165.9
|
|
||||||||
Interest expense, net
|
17.1
|
|
|
17.3
|
|
|
16.7
|
|
|
17.4
|
|
|
21.0
|
|
|
20.2
|
|
|
18.4
|
|
|
16.9
|
|
||||||||
Other expense (income), net
|
3.6
|
|
|
(2.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
(Loss) income before income taxes
|
(32.1
|
)
|
|
(287.2
|
)
|
|
126.8
|
|
|
148.4
|
|
|
(44.7
|
)
|
|
10.1
|
|
|
204.1
|
|
|
149.2
|
|
||||||||
Provision (benefit) for income taxes
|
(19.3
|
)
|
|
(40.5
|
)
|
|
33.7
|
|
|
46.2
|
|
|
11.5
|
|
|
(19.8
|
)
|
|
70.7
|
|
|
54.4
|
|
||||||||
Net (loss) income
|
$
|
(12.8
|
)
|
|
$
|
(246.7
|
)
|
|
$
|
93.1
|
|
|
$
|
102.2
|
|
|
$
|
(56.2
|
)
|
|
$
|
29.9
|
|
|
$
|
133.4
|
|
|
$
|
94.8
|
|
Net income attributable to noncontrolling interests
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
$
|
6.8
|
|
|
$
|
4.3
|
|
|
$
|
2.9
|
|
|
$
|
3.8
|
|
|
$
|
5.2
|
|
|
$
|
3.8
|
|
Net income attributable to redeemable noncontrolling interests
|
$
|
4.0
|
|
|
$
|
3.2
|
|
|
$
|
3.8
|
|
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
5.7
|
|
|
$
|
5.0
|
|
|
$
|
4.3
|
|
Net (loss) income attributable to Coty Inc.
|
$
|
(20.1
|
)
|
|
$
|
(253.3
|
)
|
|
$
|
82.5
|
|
|
$
|
93.5
|
|
|
$
|
(62.3
|
)
|
|
$
|
20.4
|
|
|
$
|
123.2
|
|
|
$
|
86.7
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted-average common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
374.3
|
|
|
384.0
|
|
|
384.4
|
|
|
384.0
|
|
|
383.0
|
|
|
382.8
|
|
|
381.3
|
|
|
379.6
|
|
||||||||
Diluted
|
374.3
|
|
|
384.0
|
|
|
393.3
|
|
|
393.5
|
|
|
383.0
|
|
|
396.7
|
|
|
397.7
|
|
|
395.8
|
|
||||||||
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
0.21
|
|
|
$
|
0.24
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.05
|
|
|
$
|
0.32
|
|
|
$
|
0.23
|
|
Diluted
|
(0.05
|
)
|
|
(0.66
|
)
|
|
0.21
|
|
|
0.24
|
|
|
(0.16
|
)
|
|
0.05
|
|
|
0.31
|
|
|
0.22
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Short-term debt
|
|
$
|
18.8
|
|
|
$
|
35.1
|
|
Coty Inc. Credit Facility due April 2018
|
|
|
|
|
||||
Term Loan
|
|
1,875.0
|
|
|
1,250.0
|
|
||
Revolving Loan Facility
|
|
899.5
|
|
|
845.0
|
|
||
Senior Notes
|
|
|
|
|
||||
5.12% Series A notes due June 2017
|
|
100.0
|
|
|
100.0
|
|
||
5.67% Series B notes due June 2020
|
|
225.0
|
|
|
225.0
|
|
||
5.82% Series C notes due June 2022
|
|
175.0
|
|
|
175.0
|
|
||
Capital lease obligations
|
|
0.2
|
|
|
0.1
|
|
||
Total debt
|
|
3,293.5
|
|
|
2,630.2
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
(33.4
|
)
|
|
(40.1
|
)
|
||
Total Long-term debt
|
|
$
|
3,260.1
|
|
|
$
|
2,590.1
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Consolidated Statements of Cash Flows Data:
(in millions)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
536.5
|
|
|
$
|
463.9
|
|
|
$
|
589.3
|
|
Net cash used in investing activities
|
(257.6
|
)
|
|
(229.9
|
)
|
|
(333.9
|
)
|
|||
Net cash (used in) provided by financing activities
|
(5.7
|
)
|
|
69.0
|
|
|
(97.7
|
)
|
(in millions)
|
Total
|
|
Payments Due in Fiscal
|
|
Thereafter
|
||||||||||||||||||||||
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
||||||||||||||||||
Long-term debt obligations
|
$
|
3,274.5
|
|
|
$
|
14.5
|
|
|
$
|
125.0
|
|
|
$
|
350.0
|
|
|
$
|
2,385.0
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
Interest on long-term debt obligations
(a)
|
410.0
|
|
|
85.0
|
|
|
88.0
|
|
|
94.0
|
|
|
77.0
|
|
|
23.0
|
|
|
43.0
|
|
|||||||
Operating lease obligations
|
487.5
|
|
|
67.6
|
|
|
54.7
|
|
|
44.0
|
|
|
40.6
|
|
|
37.4
|
|
|
243.2
|
|
|||||||
License agreements:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Royalty payments
|
308.9
|
|
|
37.0
|
|
|
30.6
|
|
|
28.7
|
|
|
29.4
|
|
|
29.6
|
|
|
153.6
|
|
|||||||
Advertising and promotional spend obligations
|
690.1
|
|
|
62.3
|
|
|
39.2
|
|
|
48.1
|
|
|
52.1
|
|
|
62.6
|
|
|
425.8
|
|
|||||||
Other contractual obligations
(c)
|
183.0
|
|
|
79.2
|
|
|
18.7
|
|
|
16.8
|
|
|
16.5
|
|
|
16.5
|
|
|
35.3
|
|
|||||||
Other long-term obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pension obligations (mandated)
(d)
|
17.8
|
|
|
10.7
|
|
|
6.9
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
5,371.8
|
|
|
$
|
356.3
|
|
|
$
|
363.1
|
|
|
$
|
581.7
|
|
|
$
|
2,600.7
|
|
|
$
|
169.1
|
|
|
$
|
1,300.9
|
|
(a)
|
|
Interest costs on our variable rate debt are determined based on an interest rate forecast using the forward interest rate curve and assumptions of the amount of debt outstanding. A 25 basis-point increase in our variable interest rate debt would have increased our interest costs by $25.0 over the term of our long-term debt.
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Obligations under license agreements relate to royalty payments and required advertising and promotional spending levels for our products bearing the licensed trademark. Royalty payments are typically made based on contractually defined net sales. However, certain licenses require minimum guaranteed royalty payments regardless of sales levels. Minimum guaranteed royalty payments and required minimums for advertising and promotional spending have been included in the table above. Actual royalty payments and advertising and promotional spending are expected to be higher. Furthermore, early termination of any of these license agreements could result in potential cash outflows that have not been reflected above.
|
|
(c)
|
|
Other contractual obligations primarily represent advertising/marketing, logistics and capital improvements commitments. Additionally, we have included the mandatorily redeemable financial instruments arising out of our joint ventures as discussed in Note 5, “Joint Venture Arrangements”. We also maintain several distribution agreements for which early termination could result in potential future cash outflows that have not been reflected above.
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
Represents future contributions to our pension plans mandated by local regulations or statutes. See Note 17, “Employee Benefit Plans” in our notes to Consolidated Financial Statements for additional information on our benefit plans’ investment strategies and expected contributions and for information regarding our total underfunded pension and post-employment benefit plans of $280.8 at June 30, 2014.
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
||||||||
|
U.S
|
|
International
|
|
|||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Discount rates
|
3.1%-4.4%
|
|
3.6%-5.0%
|
|
1.8%-3.2%
|
|
2.3%-3.8%
|
|
4.8%
|
|
5.4%
|
Future compensation growth rates
|
N/A
|
|
N/A
|
|
2.0%-2.5%
|
|
2.0%-2.5%
|
|
N/A
|
|
N/A
|
|
Pension Plans
|
|
Other Post-
Employment Benefits |
||||||||||||||||
|
U.S.
|
|
International
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||
Discount rates
|
3.6%-5.0%
|
|
|
3.4%-4.6%
|
|
4.3%-5.6%
|
|
2.3%-3.8%
|
|
2.2%-4.5%
|
|
2.7%-6.1%
|
|
5.4
|
%
|
|
4.9%
|
|
5.9%
|
Future compensation growth rates
|
N/A
|
|
|
N/A
|
|
N/A
|
|
2.0%-2.5%
|
|
2.5%-3.0%
|
|
2.0%-3.0%
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Expected long-term rates of return on plan assets
|
6.5
|
%
|
|
6.5%
|
|
6.5%
|
|
3.3%-4.3%
|
|
3.3%-4.3%
|
|
3.3%-5.5%
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
||||||||||||
Effect on total service cost and interest cost
|
|
|
$
|
1.0
|
|
|
|
|
|
|
$
|
(0.8
|
)
|
|
|
Effect on post-employment benefit obligation
|
|
|
17.1
|
|
|
|
|
|
|
(13.3
|
)
|
|
|
|
Year Ended June 30,
|
|||
2013
|
|
2012
|
||
Expected life of option
|
4.03 yrs
|
|
4.32 yrs
|
|
Expected life of awards
|
5.00 yrs
|
|
5.00 yrs
|
|
Risk-free interest rate
|
0.84%–1.51%
|
|
0.72%–1.77%
|
|
Expected volatility
|
32.53%–33.01%
|
|
32.80
|
%
|
Expected dividend yield
|
0.86%–0.97%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
several of our main competitors account for their share-based compensation plans as equity plans;
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
our share-based compensation plans would be accounted for as equity plans in connection with our IPO, because the participants would no longer be able to settle the awards under the plan in cash or sell the shares back to us for cash; and
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
certain financial covenant calculations for our debt agreements were derived from calculations including share-based compensation expenses based on the equity method of accounting.
|
|
|
Year Ended June 30,
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||
Share-based compensation expense:
|
|
|
|
|
|
|
||||||
Expense under liability plan accounting prior to June 12, 2013
|
|
$
|
—
|
|
|
$
|
142.2
|
|
|
$
|
142.6
|
|
Expense under equity plan accounting based on June 12, 2013 fair value
|
|
46.8
|
|
|
2.2
|
|
|
—
|
|
|||
Total share-based compensation expense
(a)
|
|
46.8
|
|
|
144.4
|
|
|
142.6
|
|
|||
Expense under equity plan accounting based on grant date fair value
(b)
|
|
19.2
|
|
|
24.1
|
|
|
32.7
|
|
|||
Share-based compensation expense adjustment
(c)
|
|
$
|
27.6
|
|
|
$
|
120.3
|
|
|
$
|
109.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
See Note 22, “Share-Based Compensation Plans,” in our notes to the Consolidated Financial Statements.
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Share-based compensation expense calculated as if we had applied equity plan accounting since the grant date of the award for our recurring nonqualified stock option awards and director-owned and employee-owned shares, restricted shares, and restricted stock units.
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
Share-based compensation adjustment in fiscal 2014, 2013, and 2012 consisted of (i) the difference between share-based compensation expense accounted for under equity plan accounting based on the grant date fair value and total share-based compensation expense, which was accounted for under liability plan accounting prior to June 12, 2013 and equity plan accounting subsequent to the IPO based on the fair value on June 12, 2013, for the recurring nonqualified stock option awards and director-owned and employee-owned shares, restricted shares and restricted stock units and (ii) all costs associated with the special incentive awards granted in fiscal 2012 and 2011. Vesting of the special incentive awards is dependent upon the occurrence of (i) an initial public offering by September 14, 2015, or (ii) if an initial public offering has not occurred by September 14, 2015, upon achievement of a target fair value of our share price and the completion of the service period on September 14, 2015. On June 13, 2013, the date our Class A common stock began trading on the New York Stock Exchange, 50% of the special incentive awards vested.
|
||||||||||||||||
|
|
|
|
The remaining 50% of the special incentive awards vested on June 13, 2014 the one-year anniversary of the IPO. Prior to the IPO, we used liability plan accounting to measure share-based compensation expense in the Consolidated Statements of Operations on common stock issued to employees and directors to the extent the holders have not retained the risks and rewards of share ownership for a reasonable period of time, as determined under applicable accounting guidance. Once the holders have retained these risks and rewards for a reasonable period of time, generally deemed to be a period of six months from vesting and issuance, the liability recorded in our Consolidated Balance Sheets was reclassified as Redeemable common stock at fair value. Subsequent changes in fair value of the shares classified as Redeemable common stock were recognized in retained earnings or, in the absence of retained earnings, in additional paid-in capital. We use equity plan accounting based on grant date fair value to measure the performance of the segments.
|
(1)
|
Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included herein: See Index on page F-1.
|
(2)
|
Financial Statement Schedule: See S-1.
|
(3)
|
All other schedules are omitted as they are inapplicable or the required information is furnished in the Company’s Consolidated Financial Statements or the Notes thereto.
|
(4)
|
List of Exhibits:
|
Exhibit
Number
|
|
Document
|
|
3.1
|
|
|
Form of Amended and Restated Certificate of Incorporation (previously filed on May 14, 2013 as Exhibit 3.1 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
3.2
|
|
|
Amended and Restated By-Laws (previously filed on April 24, 2013 as Exhibit 3.2 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
4.1
|
|
|
Specimen Class A Common Stock Certificate of the registrant (previously filed on May 28, 2013 as Exhibit 4.1 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1)
|
4.2
|
|
|
Specimen Class B Common Stock Certificate of the registrant (previously filed on May 28, 2013 as Exhibit 4.1 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1)
|
10.1
|
|
|
Credit Agreement, dated as of April 2, 2013, among the registrant, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., BNP Paribas, Crédit Agricole Corporate & Investment Bank, Deutsche Bank Securities Inc., ING Bank N.V., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A. as Syndication Agents, J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Crédit Agricole Corporate & Investment Bank, Deutsche Bank Securities Inc., ING Bank N.V., Merrill Lynch Pierce, Fenner & Smith Incorporated, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Securities, LLC as Lead Arrangers and Joint Bookrunners, and the lenders party thereto (previously filed on April 24, 2013 as Exhibit 10.1 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.2
|
|
|
Incremental Term Loan Amendment, dated as of June 25, 2014, to the Credit Agreement among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders listed on the signature page thereto (previously filed on June 25, 2014 as Exhibit 10.1 to the registrant's current report on Form 8-K)
|
10.3
|
|
|
Agreement of Lease, dated as of July 14, 2008 and amended as of March 17, 2009, May 19, 2011 and April 6, 2012, between the registrant and Empire State Building Company L.L.C. (previously filed on January 24, 2013 as Exhibit 10.4 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1)
|
10.4
|
|
|
Lease Agreement, dated as of July 12, 2013, between Coty France S.A.S. and Patrizia Gewerbeinvest KAG MBH (previously filed on November 8, 2013 as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K)
|
10.5
|
|
|
Lease Agreement, dated as of January 22, 2014, between the Company and Westinvest Gesellschaft Für Ivesmentfonds mbH (previously filed on May 14, 2014 as Exhibit 10.8 to the registrant's quarterly report on Form 10-Q)
|
10.6
|
|
|
Lease Agreement, dated as of November 12, 1992 and amended as of February 4, 1994, March 10, 1997, January 23, 2000, March 31, 2000, August 1, 2006, January 28, 2008 and August 14, 2012 between Baker-Properties Limited Partnership and Coty US LLC (previously filed on January 24, 2013 as Exhibit 10.9 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1)
|
10.7
|
|
|
Lease, entered into as of March 31, 2000 and amended as of August 1, 2006, September 8, 2009, August 16, 2010 and August 14, 2012 between WU/LH 100 American L.L.C., as successor to Baker Properties Limited Partnership, and Coty US LLC (previously filed on January 24, 2013 as Exhibit 10.10 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1)
|
10.8
|
|
|
Lease, dated as of July 25, 2011, between Terinvest SA and Coty Geneva S.A. (previously filed on January 24, 2013 as Exhibit 10.11 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1)
|
10.9
|
|
|
Lease Agreement, dated August 14, 2012 between WU/LH 500 American L.L.C. and Coty US LLC (previously filed on January 24, 2013 as Exhibit 10.12 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1)
|
10.10
|
|
|
Lease Agreement, dated April 17, 2014 between Coty Lancaster S.A.M. and Catherine Matthyssens
|
10.11
|
|
|
Employment Agreement, dated September 25, 2012, between Coty Italia S.P.A. and Michele Scannavini (previously filed on May 14, 2013 as Exhibit 10.14 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.12
|
|
|
Employment Agreement, dated November 19, 2007, between the registrant and Jules Kaufman (previously filed on May 14, 2013 as Exhibit 10.15 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.13
|
|
|
Employment Agreement, dated February 18, 1998, between Coty S.A. and Géraud-Marie Lacassagne (previously filed on May 14, 2013 as Exhibit 10.16 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.14
|
|
|
Employment Agreement, dated September 15, 2013, between Coty Inc. and Darryl McCall (previously filed on September 17, 2013 as Exhibit 10.17 to the registrant's Annual Report on Form 10-K)
|
10.15
|
|
|
Employment Agreement, dated October 1, 2012, between Coty S.A.S. and Jean Mortier (previously filed on May 14, 2013 as Exhibit 10.19 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.16
|
|
|
Rider, dated October 15, 2012, to Employment Agreement, dated July 20, 2006, between Coty S.A.S. and Jean Mortier (previously filed on May 14, 2013 as Exhibit 10.20 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.17
|
|
|
Employment Agreement, dated November 18, 2008, between the registrant and Sérgio Pedreiro (previously filed on May 14, 2013 as Exhibit 10.21 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.18
|
|
|
Employment Agreement, dated July 4, 2012, between Coty Geneva S.A. Versoix. and Renato Semerari (previously filed on May 14, 2013 as Exhibit 10.22 to Amendment No. 5 to the registrant’s Registration Statement on Form S-1)
|
10.19
|
|
|
Employment Agreement, dated December 3, 2013, between the registrant and Patrice de Talhouët (previously filed on December 6, 2013 as Exhibit 10.1 to the registrant's current report on Form 8-K)
|
10.20
|
|
|
Letter Agreement, dated December 3, 2013, between the registrant and Sergio Pedreiro (previously filed on December 6, 2013 as Exhibit 10.2 to the registrant's current report on Form 8-K)
|
10.21
|
|
|
Employment Agreement, dated January 22, 2014, between Coty Geneva S.A. Versoix and Catia Cesari (previously filed on May 14, 2014 as Exhibit 10.48 to the registrant's quarterly report on Form 10-Q)
|
10.22
|
|
|
Employment Agreement, dated January 2014, between Coty Geneva S.A. Versoix and Mario Reis
|
10.23
|
|
|
Employment Agreement, dated January 18, 2008 between Coty S.A.S. and Thomas Muench (previously filed on May 16, 2014 as Exhibit 10.1 to the registrant's current report on Form 8-K)
|
10.24
|
|
|
Short Term Transfer Agreement Letter, dated May 5, 2014, between the registrant and Thomas Muench (previously filed on May 16, 2014 as Exhibit 10.2 to the registrant's current report on Form 8-K)
|
10.25
|
|
|
Separation Agreement, dated July 21, 2014, between the registrant and Ralph Macchio
|
10.26
|
|
|
Separation Agreement, dated June 24, 2014, between the registrant and James E. Shiah
|
10.27
|
|
|
Form of Indemnification Agreement between the registrant and its directors and officers (previously filed on April 24, 2013 as Exhibit 10.24 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.28
|
|
|
Coty Inc. Annual Performance Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.27 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.29
|
|
|
Coty Inc. Long-Term Incentive Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.28 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.30
|
|
|
Nonqualified Stock Option Award Terms and Conditions Under Coty Inc. Long-Term Incentive Plan, as amended April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.29 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.31
|
|
|
Form of IPO Unit Incentive Award Under Coty Inc. Long-Term Incentive Plan (previously filed on April 24, 2013 as Exhibit 10.30 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.32
|
|
|
Restricted Stock Unit Award Terms and Conditions Under Coty Inc. Long-Term Incentive Plan, as amended April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.31 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.33
|
|
|
Coty Inc. Executive Ownership Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.32 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.34
|
|
|
Adoption of Amendments to Restricted Stock Units Under the Coty Inc. Executive Ownership Plan (applicable to awards outstanding on September 14, 2010) (previously filed on April 24, 2013 as Exhibit 10.33 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.35
|
|
|
Adoption of Amendments to Restricted Stock Units Under the Coty Inc. Executive Ownership Plan (applicable to awards outstanding on December 7, 2012) (previously filed on April 24, 2013 as Exhibit 10.34 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.36
|
|
|
Form of Restricted Stock Agreement Under Coty Inc. Executive Ownership Plan, as amended on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.35 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.37
|
|
|
Matching Option Award Terms and Conditions Under Coty Inc. Executive Ownership Plan, as amended on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.36 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.38
|
|
|
Coty Inc. Stock Plan for Non-Employee Directors (previously filed on April 24, 2013 as Exhibit 10.37 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.39
|
|
|
Form of Nonqualified Stock Option Award Agreement Under Coty Inc. Stock Plan for Non-Employee Directors (previously filed on April 24, 2013 as Exhibit 10.38 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.40
|
|
|
Coty Inc. 2007 Stock Plan for Directors, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.39 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.41
|
|
|
Adoption of Amendments to Pre-2008 Stock Options Granted Under the Coty Inc. 2007 Stock Plan for Directors Or the Coty Inc. Stock Plan for Non-Employee Directors (applicable to awards outstanding on September 14, 2010) (previously filed on April 24, 2013 as Exhibit 10.40 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.42
|
|
|
Form of Restricted Stock Unit Award under Coty Inc. 2007 Stock Plan for Directors, as amended on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.41 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.43
|
|
|
Coty Inc. Stock Purchase Program for Directors, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.42 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.44
|
|
|
Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.43 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.45
|
|
|
Restricted Stock Unit Award Terms and Conditions Under Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.44 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
10.46
|
|
|
Restricted Stock and Restricted Stock Unit Tandem Award Terms and Conditions under the Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (previously filed on April 24, 2013 as Exhibit 10.45 to Amendment No. 4 to the registrant’s Registration Statement on Form S-1)
|
21.1
|
|
|
List of significant subsidiaries
|
23.1
|
|
|
Consent of Deloitte & Touche LLP
|
24.1
|
|
|
Power of Attorney (included in signature page)
|
31.1
|
|
|
Certification of Chief Executive Officer, pursuant to Rules 13a-14a and15d-14(a)
|
31.2
|
|
|
Certification of Chief Financial Officer, pursuant to Rules 13a-14(d) and 15d-14(d)
|
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
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
COTY INC.
|
|
|
|
By:
|
/s/Patrice de Talhouët
|
|
|
|
Name: Patrice de Talhouët
|
|
|
|
Title: Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/Michele Scannavini
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
August 28, 2014
|
(Michele Scannavini)
|
|
|
||
/s/Patrice de Talhouët
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
August 28, 2014
|
(Patrice de Talhouët)
|
|
|
||
/s/Thomas Muench
|
|
Senior Vice President, Group Controller
(Principal Accounting Officer)
|
|
August 28, 2014
|
(Thomas Muench)
|
|
|
||
/s/Lambertus J.H. Becht
|
|
Chairman of the Board of Directors
|
|
August 28, 2014
|
(Lambertus J.H. Becht)
|
|
|
||
/s/Olivier Goudet
|
|
Director
|
|
August 28, 2014
|
(Olivier Goudet)
|
|
|
||
/s/Peter Harf
|
|
Director
|
|
August 28, 2014
|
(Peter Harf)
|
|
|
||
/s/Joachim Faber
|
|
Director
|
|
August 28, 2014
|
(Joachim Faber)
|
|
|
||
/s/Erhard Schoewel
|
|
Director
|
|
August 28, 2014
|
(Erhard Schoewel)
|
|
|
||
/s/Robert Singer
|
|
Director
|
|
August 28, 2014
|
(Robert Singer)
|
|
|
||
/s/Jack Stahl
|
|
Director
|
|
August 28, 2014
|
(Jack Stahl)
|
|
|
|
|
|
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-6
|
|
|
F-7
|
|
Financial Statement Schedule:
|
|
|
|
|
|
Year Ended
June 30, |
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
Cost of sales
|
|
1,865.7
|
|
|
1,860.3
|
|
|
1,824.0
|
|
|||
Gross profit
|
|
2,685.9
|
|
|
2,788.8
|
|
|
2,787.3
|
|
|||
Selling, general and administrative expenses
|
|
2,220.3
|
|
|
2,292.6
|
|
|
2,309.7
|
|
|||
Amortization expense
|
|
85.7
|
|
|
90.2
|
|
|
100.1
|
|
|||
Restructuring costs
|
|
37.3
|
|
|
29.4
|
|
|
11.1
|
|
|||
Asset impairment charges
|
|
316.9
|
|
|
1.5
|
|
|
575.9
|
|
|||
Gain on sale of asset
|
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|||
Operating income (loss)
|
|
25.7
|
|
|
394.4
|
|
|
(209.5
|
)
|
|||
Interest expense, net
|
|
68.5
|
|
|
76.5
|
|
|
89.6
|
|
|||
Other expense (income), net
|
|
1.3
|
|
|
(0.8
|
)
|
|
32.0
|
|
|||
(Loss) income before income taxes
|
|
(44.1
|
)
|
|
318.7
|
|
|
(331.1
|
)
|
|||
Provision (benefit) for income taxes
|
|
20.1
|
|
|
116.8
|
|
|
(37.8
|
)
|
|||
Net (loss) income
|
|
(64.2
|
)
|
|
201.9
|
|
|
(293.3
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
17.8
|
|
|
15.7
|
|
|
13.7
|
|
|||
Net income attributable to redeemable noncontrolling interests
|
|
15.4
|
|
|
18.2
|
|
|
17.4
|
|
|||
Net (loss) income attributable to Coty Inc.
|
|
$
|
(97.4
|
)
|
|
$
|
168.0
|
|
|
$
|
(324.4
|
)
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.26
|
)
|
|
$
|
0.44
|
|
|
$
|
(0.87
|
)
|
Diluted
|
|
(0.26
|
)
|
|
0.42
|
|
|
(0.87
|
)
|
|||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
381.7
|
|
|
381.7
|
|
|
373.0
|
|
|||
Diluted
|
|
381.7
|
|
|
396.4
|
|
|
373.0
|
|
|
Year Ended
June 30, |
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net (loss) income
|
$
|
(64.2
|
)
|
|
$
|
201.9
|
|
|
$
|
(293.3
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
63.8
|
|
|
19.9
|
|
|
(119.8
|
)
|
|||
Net unrealized derivative (loss) gain on cash flow hedges, net of taxes of $1.6, nil and $(2.7), respectively
|
(8.9
|
)
|
|
—
|
|
|
2.2
|
|
|||
Pension and other post-employment benefits, net of tax of $9.8, $(6.0) and $16.1, respectively
|
(21.3
|
)
|
|
7.5
|
|
|
(30.3
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
33.6
|
|
|
27.4
|
|
|
(147.9
|
)
|
|||
Comprehensive (loss) income:
|
(30.6
|
)
|
|
229.3
|
|
|
(441.2
|
)
|
|||
Comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||
Net income
|
17.8
|
|
|
15.7
|
|
|
13.7
|
|
|||
Foreign currency translation adjustment
|
0.3
|
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|||
Total comprehensive income attributable to noncontrolling interests
|
18.1
|
|
|
15.5
|
|
|
13.2
|
|
|||
Comprehensive income attributable to redeemable noncontrolling interests:
|
|
|
|
|
|
||||||
Net income
|
15.4
|
|
|
18.2
|
|
|
17.4
|
|
|||
Foreign currency translation adjustment
|
(0.2
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||
Total comprehensive income attributable to redeemable noncontrolling interests
|
15.2
|
|
|
17.2
|
|
|
17.4
|
|
|||
Comprehensive (loss) income attributable to Coty Inc.
|
$
|
(63.9
|
)
|
|
$
|
196.6
|
|
|
$
|
(471.8
|
)
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,238.0
|
|
|
$
|
920.4
|
|
Trade receivables—less allowances of $16.7 and $14.5, respectively
|
664.8
|
|
|
622.7
|
|
||
Inventories
|
617.4
|
|
|
608.2
|
|
||
Prepaid expenses and other current assets
|
201.2
|
|
|
191.2
|
|
||
Deferred income taxes
|
63.4
|
|
|
74.4
|
|
||
Total current assets
|
2,784.8
|
|
|
2,416.9
|
|
||
Property and equipment, net
|
540.3
|
|
|
500.7
|
|
||
Goodwill
|
1,342.8
|
|
|
1,543.2
|
|
||
Other intangible assets, net
|
1,837.1
|
|
|
1,956.6
|
|
||
Deferred income taxes
|
11.4
|
|
|
9.2
|
|
||
Other noncurrent assets
|
76.1
|
|
|
43.4
|
|
||
TOTAL ASSETS
|
$
|
6,592.5
|
|
|
$
|
6,470.0
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
810.2
|
|
|
$
|
711.7
|
|
Accrued expenses and other current liabilities
|
723.6
|
|
|
671.1
|
|
||
Short-term debt and current portion of long-term debt
|
33.4
|
|
|
40.1
|
|
||
Income and other taxes payable
|
29.4
|
|
|
34.8
|
|
||
Deferred income taxes
|
0.7
|
|
|
5.5
|
|
||
Total current liabilities
|
1,597.3
|
|
|
1,463.2
|
|
||
Long-term debt
|
3,260.1
|
|
|
2,590.1
|
|
||
Pension and other post-employment benefits
|
272.5
|
|
|
241.3
|
|
||
Deferred income taxes
|
273.3
|
|
|
320.0
|
|
||
Other noncurrent liabilities
|
228.7
|
|
|
239.9
|
|
||
Total liabilities
|
5,631.9
|
|
|
4,854.5
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 24)
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
106.2
|
|
|
105.8
|
|
||
EQUITY:
|
|
|
|
||||
Preferred stock, $0.01 par value; 20.0 shares authorized; none issued and outstanding at June 30, 2014 and 2013
|
—
|
|
|
—
|
|
||
Class A Common Stock, $0.01 par value; 800.0 shares authorized, 125.1 and 73.6 issued, respectively, and 90.2 and 73.2 outstanding, respectively, at June 30, 2014 and 2013
|
1.2
|
|
|
0.7
|
|
||
Class B Common Stock, $0.01 par value; 263.7 and 310.6 shares authorized, issued and outstanding, respectively, at June 30, 2014 and 2013
|
2.6
|
|
|
3.1
|
|
||
Additional paid-in capital
|
1,926.9
|
|
|
1,943.9
|
|
||
Accumulated deficit
|
(426.4
|
)
|
|
(329.0
|
)
|
||
Accumulated other comprehensive loss
|
(85.1
|
)
|
|
(118.6
|
)
|
||
Treasury stock—at cost, shares: 34.9 and 0.4 at June 30, 2014 and 2013, respectively
|
(575.4
|
)
|
|
(6.1
|
)
|
||
Total Coty Inc. stockholders’ equity
|
843.8
|
|
|
1,494.0
|
|
||
Noncontrolling interests
|
10.6
|
|
|
15.7
|
|
||
Total equity
|
854.4
|
|
|
1,509.7
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
6,592.5
|
|
|
$
|
6,470.0
|
|
|
Common Stock
|
|
Additional
Paid-in
|
|
(Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’
|
|
Noncontrolling
|
|
Total
|
|
Redeemable Common
|
|
Redeemable
Noncontrolling
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Stock
|
|
Interests
|
||||||||||||||||||||||
BALANCE—July 1, 2011
|
387.5
|
|
|
$
|
3.9
|
|
|
$
|
1,529.2
|
|
|
$
|
(65.9
|
)
|
|
$
|
0.2
|
|
|
17.5
|
|
|
$
|
(105.5
|
)
|
|
$
|
1,361.9
|
|
|
$
|
11.5
|
|
|
$
|
1,373.4
|
|
|
$
|
—
|
|
|
$
|
86.6
|
|
Issuance of Common Stock
|
11.9
|
|
|
0.1
|
|
|
128.7
|
|
|
|
|
|
|
|
|
|
|
128.8
|
|
|
|
|
128.8
|
|
|
|
|
|
|||||||||||||||||
Reclassification of common stock to liability
|
|
|
|
|
(128.7
|
)
|
|
|
|
|
|
|
|
|
|
(128.7
|
)
|
|
|
|
(128.7
|
)
|
|
|
|
|
|||||||||||||||||||
Reclassification of liability to redeemable common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156.4
|
|
|
|
|||||||||||||||||||
Fair value adjustment of redeemable common stock
|
|
|
|
|
(16.0
|
)
|
|
|
|
|
|
|
|
|
|
(16.0
|
)
|
|
|
|
(16.0
|
)
|
|
16.0
|
|
|
|
||||||||||||||||||
Acquisition of noncontrolling interest
|
|
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
|
|
|
(6.6
|
)
|
|
(1.4
|
)
|
|
(8.0
|
)
|
|
|
|
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
(324.4
|
)
|
|
|
|
|
|
|
|
(324.4
|
)
|
|
13.7
|
|
|
(310.7
|
)
|
|
|
|
17.4
|
|
|||||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(147.4
|
)
|
|
|
|
|
|
(147.4
|
)
|
|
(0.5
|
)
|
|
(147.9
|
)
|
|
|
|
|
||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.3
|
)
|
|
(11.3
|
)
|
|
|
|
(18.5
|
)
|
||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
(10.4
|
)
|
|
|
|
|
|
|
|
|
|
(10.4
|
)
|
|
|
|
(10.4
|
)
|
|
|
|
10.4
|
|
||||||||||||||||||
BALANCE—July 1, 2012
|
399.4
|
|
|
$
|
4.0
|
|
|
$
|
1,496.2
|
|
|
$
|
(390.3
|
)
|
|
$
|
(147.2
|
)
|
|
17.5
|
|
|
$
|
(105.5
|
)
|
|
$
|
857.2
|
|
|
$
|
12.0
|
|
|
$
|
869.2
|
|
|
$
|
172.4
|
|
|
$
|
95.9
|
|
|
Common Stock
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid-in
|
|
(Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’
|
|
Noncontrolling
|
|
Total
|
|
Redeemable Common
|
|
Redeemable
Noncontrolling
|
||||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Stock
|
|
Interests
|
||||||||||||||||||||||||||||
BALANCE—July 1, 2012
|
399.4
|
|
|
$
|
4.0
|
|
|
|
|
|
|
|
|
|
|
$
|
1,496.2
|
|
|
$
|
(390.3
|
)
|
|
$
|
(147.2
|
)
|
|
17.5
|
|
|
$
|
(105.5
|
)
|
|
$
|
857.2
|
|
|
$
|
12.0
|
|
|
$
|
869.2
|
|
|
$
|
172.4
|
|
|
$
|
95.9
|
|
||||||
Issuance of Common Stock
|
1.0
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
15.6
|
|
|
|
|
|
|
|
|
|
|
15.6
|
|
|
|
|
15.6
|
|
|
|
|
|
|||||||||||||||||||||||
Reclassification of Common Stock to liability
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.6
|
)
|
|
|
|
|
|
|
|
|
|
(15.6
|
)
|
|
|
|
(15.6
|
)
|
|
|
|
|
|||||||||||||||||||||||||
Reclassification of liability to redeemable Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
131.2
|
|
|
|
|||||||||||||||||||||||||
Fair value adjustment of redeemable Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
(47.1
|
)
|
|
|
|
|
|
|
|
|
|
(47.1
|
)
|
|
|
|
(47.1
|
)
|
|
47.1
|
|
|
|
||||||||||||||||||||||||
Transfer of redeemable Common Stock to JAB
|
|
|
|
|
|
|
|
|
|
|
|
|
93.5
|
|
|
|
|
|
|
|
|
|
|
93.5
|
|
|
|
|
93.5
|
|
|
(93.5
|
)
|
|
|
||||||||||||||||||||||||
Purchases of redeemable Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
|
|
|
|
0.2
|
|
|
(2.5
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(0.7
|
)
|
|
|
||||||||||||||||||||||
Retirement of Treasury Stock
|
(17.6
|
)
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(106.7
|
)
|
|
|
|
(17.6
|
)
|
|
106.9
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|||||||||||||||||||||
Conversion of Common Stock to Class A and Class B Common Stock
|
(382.8
|
)
|
|
(3.8
|
)
|
|
72.2
|
|
|
0.7
|
|
|
310.6
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||||||||||
Reclassification of redeemable Common Stock to APIC
|
|
|
|
|
|
|
|
|
|
|
|
|
256.5
|
|
|
|
|
|
|
|
|
|
|
256.5
|
|
|
|
|
256.5
|
|
|
(256.5
|
)
|
|
|
||||||||||||||||||||||||
Reclassification of liability to APIC
|
|
|
|
|
|
|
|
|
|
|
|
|
188.9
|
|
|
|
|
|
|
|
|
|
|
188.9
|
|
|
|
|
188.9
|
|
|
|
|
|
|||||||||||||||||||||||||
Settlement of employee IPO restricted stock units
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
21.0
|
|
|
|
|
|
|
|
|
|
|
21.0
|
|
|
|
|
21.0
|
|
|
|
|
|
||||||||||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
|
|
|
|
||||||||||||||||||||||||
Exercise of employee stock options
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
1.2
|
|
|
|
|
|
||||||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
2.2
|
|
|
|
|
|
|||||||||||||||||||||||||
Dividends ($0.15 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(57.8
|
)
|
|
|
|
|
|
|
|
|
|
(57.8
|
)
|
|
|
|
(57.8
|
)
|
|
|
|
|
|||||||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168.0
|
|
|
|
|
|
|
|
|
168.0
|
|
|
15.7
|
|
|
183.7
|
|
|
|
|
18.2
|
|
|||||||||||||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28.6
|
|
|
|
|
|
|
28.6
|
|
|
(0.2
|
)
|
|
28.4
|
|
|
|
|
(1.0
|
)
|
|||||||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(11.8
|
)
|
|
(11.8
|
)
|
|
|
|
(20.5
|
)
|
||||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
(13.2
|
)
|
|
|
|
|
|
|
|
|
|
(13.2
|
)
|
|
|
|
(13.2
|
)
|
|
|
|
13.2
|
|
||||||||||||||||||||||||
BALANCE—June 30, 2013
|
—
|
|
|
$
|
—
|
|
|
73.6
|
|
|
$
|
0.7
|
|
|
310.6
|
|
|
$
|
3.1
|
|
|
$
|
1,943.9
|
|
|
$
|
(329.0
|
)
|
|
$
|
(118.6
|
)
|
|
0.4
|
|
|
$
|
(6.1
|
)
|
|
$
|
1,494.0
|
|
|
$
|
15.7
|
|
|
$
|
1,509.7
|
|
|
$
|
—
|
|
|
$
|
105.8
|
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in
|
|
(Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’
|
|
Noncontrolling
|
|
Total
|
|
Redeemable
Noncontrolling
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
|||||||||||||||||||||||
BALANCE—July 1, 2013
|
73.6
|
|
|
$
|
0.7
|
|
|
310.6
|
|
|
$
|
3.1
|
|
|
$
|
1,943.9
|
|
|
$
|
(329.0
|
)
|
|
$
|
(118.6
|
)
|
|
0.4
|
|
|
$
|
(6.1
|
)
|
|
$
|
1,494.0
|
|
|
$
|
15.7
|
|
|
$
|
1,509.7
|
|
|
$
|
105.8
|
|
Conversion of Class B to Class A Common Stock
|
46.9
|
|
|
0.5
|
|
|
(46.9
|
)
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
34.5
|
|
|
(569.3
|
)
|
|
(569.0
|
)
|
|
|
|
(569.0
|
)
|
|
|
||||||||||||||||||
Exercise of employee stock options
|
4.6
|
|
|
—
|
|
|
|
|
|
|
21.9
|
|
|
|
|
|
|
|
|
|
|
21.9
|
|
|
|
|
21.9
|
|
|
|
||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
41.9
|
|
|
|
|
|
|
|
|
|
|
41.9
|
|
|
|
|
41.9
|
|
|
|
||||||||||||||||||||
Dividends ($0.20 per common share)
|
|
|
|
|
|
|
|
|
(77.4
|
)
|
|
|
|
|
|
|
|
|
|
(77.4
|
)
|
|
|
|
(77.4
|
)
|
|
|
||||||||||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
(97.4
|
)
|
|
|
|
|
|
|
|
(97.4
|
)
|
|
17.8
|
|
|
(79.6
|
)
|
|
15.4
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
33.5
|
|
|
|
|
|
|
33.5
|
|
|
0.3
|
|
|
33.8
|
|
|
(0.2
|
)
|
||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23.0
|
)
|
|
(23.0
|
)
|
|
(14.3
|
)
|
||||||||||||||||||||
Noncontrolling interest purchase adjustment
|
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
(4.2
|
)
|
|
(0.2
|
)
|
|
(4.4
|
)
|
|
|
|||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
0.5
|
|
|
(0.5
|
)
|
||||||||||||||||||
BALANCE—June 30, 2014
|
125.1
|
|
|
$
|
1.2
|
|
|
263.7
|
|
|
$
|
2.6
|
|
|
$
|
1,926.9
|
|
|
$
|
(426.4
|
)
|
|
$
|
(85.1
|
)
|
|
34.9
|
|
|
$
|
(575.4
|
)
|
|
$
|
843.8
|
|
|
$
|
10.6
|
|
|
$
|
854.4
|
|
|
$
|
106.2
|
|
|
Year Ended
June 30, |
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(64.2
|
)
|
|
$
|
201.9
|
|
|
$
|
(293.3
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
250.7
|
|
|
259.6
|
|
|
246.0
|
|
|||
Asset impairment charges
|
316.9
|
|
|
1.5
|
|
|
575.9
|
|
|||
Deferred income taxes
|
(38.4
|
)
|
|
29.9
|
|
|
(153.6
|
)
|
|||
Provision for bad debts
|
3.2
|
|
|
3.2
|
|
|
5.5
|
|
|||
Provision for pension and other post-employment benefits
|
17.9
|
|
|
16.1
|
|
|
14.2
|
|
|||
Share-based compensation
|
46.8
|
|
|
144.4
|
|
|
142.6
|
|
|||
Gain on sale of asset
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|||
Other
|
15.0
|
|
|
(5.3
|
)
|
|
18.8
|
|
|||
Change in operating assets and liabilities, net of effects from purchase of acquired companies:
|
|
|
|
|
|
|
|
||||
Trade receivables
|
(31.1
|
)
|
|
(36.7
|
)
|
|
(42.9
|
)
|
|||
Inventories
|
2.2
|
|
|
48.8
|
|
|
(15.7
|
)
|
|||
Prepaid expenses and other current assets
|
(2.3
|
)
|
|
27.9
|
|
|
(22.6
|
)
|
|||
Accounts payable
|
72.4
|
|
|
2.4
|
|
|
63.6
|
|
|||
Accrued expenses and other current liabilities
|
20.3
|
|
|
(215.5
|
)
|
|
12.0
|
|
|||
Tax accruals
|
(31.9
|
)
|
|
(6.7
|
)
|
|
30.5
|
|
|||
Other noncurrent assets
|
(34.4
|
)
|
|
11.5
|
|
|
(3.0
|
)
|
|||
Other noncurrent liabilities
|
(6.6
|
)
|
|
0.2
|
|
|
11.3
|
|
|||
Net cash provided by operating activities
|
536.5
|
|
|
463.9
|
|
|
589.3
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(201.5
|
)
|
|
(193.9
|
)
|
|
(177.4
|
)
|
|||
Payments for business combinations, net of cash acquired
|
(29.5
|
)
|
|
(31.0
|
)
|
|
(129.1
|
)
|
|||
Additions of goodwill
|
(30.0
|
)
|
|
(30.0
|
)
|
|
(30.0
|
)
|
|||
Proceeds from sale of asset
|
3.4
|
|
|
25.0
|
|
|
2.6
|
|
|||
Net cash used in investing activities
|
(257.6
|
)
|
|
(229.9
|
)
|
|
(333.9
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from short-term debt, original maturity more than three months
|
39.4
|
|
|
43.1
|
|
|
34.6
|
|
|||
Repayments of short-term debt, original maturity more than three months
|
(48.1
|
)
|
|
(55.5
|
)
|
|
(23.6
|
)
|
|||
Net (repayments of) proceeds from short-term debt, original maturity less than three months
|
(8.4
|
)
|
|
(10.7
|
)
|
|
13.7
|
|
|||
Proceeds from revolving loan facilities
|
750.0
|
|
|
1,148.5
|
|
|
1,554.5
|
|
|||
Repayments of revolving loan facilities
|
(695.5
|
)
|
|
(957.0
|
)
|
|
(1,841.0
|
)
|
|||
Proceeds from issuance of term loans
|
625.0
|
|
|
1,250.0
|
|
|
1,250.0
|
|
|||
Repayments of term loans
|
—
|
|
|
(1,250.0
|
)
|
|
(1,150.0
|
)
|
|||
Dividend payment
|
(76.9
|
)
|
|
(57.4
|
)
|
|
—
|
|
|||
Net proceeds from issuance of Common Stock
|
21.9
|
|
|
6.2
|
|
|
127.0
|
|
|||
Payments for purchases of related party Common Stock held as Treasury Stock
|
(469.0
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for purchases of Common Stock held as Treasury Stock
|
(100.3
|
)
|
|
(7.5
|
)
|
|
—
|
|
|||
Net (payments for) proceeds from foreign currency contracts
|
(2.1
|
)
|
|
1.5
|
|
|
(4.8
|
)
|
|||
Net payments of interest rate swaps
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||
Acquisition on noncontrolling interests
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|||
Payment for business combinations – contingent consideration
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from mandatorily redeemable noncontrolling interests
|
3.8
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from noncontrolling interests
|
—
|
|
|
1.7
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(23.0
|
)
|
|
(13.5
|
)
|
|
(11.3
|
)
|
|||
Purchase of additional noncontrolling interests
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to redeemable noncontrolling interests
|
(14.3
|
)
|
|
(20.5
|
)
|
|
(18.5
|
)
|
|||
Payment of deferred financing fees
|
(2.7
|
)
|
|
(9.9
|
)
|
|
(16.3
|
)
|
|||
Net cash (used in) provided by financing activities
|
(5.7
|
)
|
|
69.0
|
|
|
(97.7
|
)
|
|||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
44.4
|
|
|
8.0
|
|
|
(59.1
|
)
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
317.6
|
|
|
311.0
|
|
|
98.6
|
|
|||
CASH AND CASH EQUIVALENTS—Beginning of period
|
920.4
|
|
|
609.4
|
|
|
510.8
|
|
|||
CASH AND CASH EQUIVALENTS—End of period
|
$
|
1,238.0
|
|
|
$
|
920.4
|
|
|
$
|
609.4
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
63.7
|
|
|
$
|
71.0
|
|
|
$
|
76.4
|
|
Cash paid during the year for income taxes, net of refunds received
|
84.1
|
|
|
84.0
|
|
|
67.4
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Accrued capital expenditure additions
|
$
|
59.2
|
|
|
$
|
56.7
|
|
|
$
|
44.6
|
|
Description
|
|
Estimated Useful Lives
|
Buildings
|
|
20-40 years
|
Marketing furniture and fixtures
|
|
2-4 years
|
Machinery and equipment
|
|
2-15 years
|
Computer equipment and software
|
|
2-5 years
|
Property and equipment under capital leases and leasehold improvements
|
|
Lesser of lease term
|
|
|
or economic life
|
Description
|
|
Estimated Useful Lives
|
License agreements
|
|
Lesser of agreement term or economic life
|
Customer relationships
|
|
5-20 years
|
Trademarks
|
|
5-20 years
|
Product formulations
|
|
3-7 years
|
|
|
Year Ended June 30,
|
||||||||||
SEGMENT DATA
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues:
|
|
|
|
|
|
|
||||||
Fragrances
|
|
$
|
2,498.2
|
|
|
$
|
2,490.7
|
|
|
$
|
2,452.8
|
|
Color Cosmetics
|
|
1,366.2
|
|
|
1,468.5
|
|
|
1,430.6
|
|
|||
Skin & Body Care
|
|
687.2
|
|
|
689.9
|
|
|
727.9
|
|
|||
Total
|
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Fragrances
|
|
$
|
86.2
|
|
|
$
|
82.5
|
|
|
$
|
82.5
|
|
Color Cosmetics
|
|
82.3
|
|
|
81.2
|
|
|
79.3
|
|
|||
Skin & Body Care
|
|
43.2
|
|
|
46.5
|
|
|
43.2
|
|
|||
Corporate
|
|
39.0
|
|
|
49.4
|
|
|
41.0
|
|
|||
Total
|
|
$
|
250.7
|
|
|
$
|
259.6
|
|
|
$
|
246.0
|
|
Operating income (loss):
|
|
|
|
|
|
|
||||||
Fragrances
|
|
$
|
355.6
|
|
|
$
|
369.7
|
|
|
$
|
340.5
|
|
Color Cosmetics
|
|
154.2
|
|
|
208.8
|
|
|
200.2
|
|
|||
Skin & Body Care
|
|
(351.7
|
)
|
|
(5.7
|
)
|
|
(577.8
|
)
|
|||
Corporate
|
|
(132.4
|
)
|
|
(178.4
|
)
|
|
(172.4
|
)
|
|||
Total
|
|
$
|
25.7
|
|
|
$
|
394.4
|
|
|
$
|
(209.5
|
)
|
Reconciliation:
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
$
|
25.7
|
|
|
$
|
394.4
|
|
|
$
|
(209.5
|
)
|
Interest expense, net
|
|
68.5
|
|
|
76.5
|
|
|
89.6
|
|
|||
Other expense (income), net
|
|
1.3
|
|
|
(0.8
|
)
|
|
32.0
|
|
|||
(Loss) income before income taxes
|
|
$
|
(44.1
|
)
|
|
$
|
318.7
|
|
|
$
|
(331.1
|
)
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
GEOGRAPHIC DATA
|
|
|
|
|
|
|||||||
Net revenues:
|
|
|
|
|
|
|
||||||
Americas
(a)
|
|
$
|
1,703.8
|
|
|
$
|
1,914.8
|
|
|
$
|
1,874.5
|
|
EMEA
(b)
|
|
2,302.9
|
|
|
2,188.9
|
|
|
2,218.0
|
|
|||
Asia Pacific
(c)
|
|
544.9
|
|
|
545.4
|
|
|
518.8
|
|
|||
Total
|
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
|
|
|
|
|
|
|
(a)
|
includes North & South America
|
(b)
|
includes Europe, Middle East and Africa
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||
U.S.
|
|
|
$
|
1,338.6
|
|
|
$
|
1,537.4
|
|
|
$
|
1,510.9
|
|
Switzerland
(a)
:
|
|
|
|
|
|
|
|||||||
Travel Retail and Export
|
|
497.8
|
|
|
500.6
|
|
|
491.6
|
|
||||
United Kingdom
|
|
415.1
|
|
|
388.1
|
|
|
373.3
|
|
||||
Netherlands
|
|
|
93.8
|
|
|
98.1
|
|
|
102.1
|
|
|||
Domestic
|
|
|
34.8
|
|
|
36.3
|
|
|
38.3
|
|
|||
Total Switzerland
|
|
1,041.5
|
|
|
1,023.1
|
|
|
1,005.3
|
|
||||
Germany
|
|
|
451.8
|
|
|
442.2
|
|
|
442.7
|
|
|||
All other
|
|
|
1,719.7
|
|
|
1,646.4
|
|
|
1,652.4
|
|
|||
Total
|
|
|
$
|
4,551.6
|
|
|
$
|
4,649.1
|
|
|
$
|
4,611.3
|
|
|
|
|
|
|
|
|
|
||||||
Long-lived assets:
|
|
|
|
|
|
|
|||||||
U.S.
|
|
|
$
|
2,921.2
|
|
|
$
|
2,924.3
|
|
|
$
|
2,926.8
|
|
All other
|
|
|
799.0
|
|
|
1,076.2
|
|
|
1,063.4
|
|
|||
Total
|
|
|
$
|
3,720.2
|
|
|
$
|
4,000.5
|
|
|
$
|
3,990.2
|
|
|
|
|
|
|
|
|
|
(a)
|
The Company’s subsidiaries in Switzerland generate revenues from sales in the United Kingdom (“U.K.”), the Netherlands and domestic sales in Switzerland as well as the Travel Retail and Export business (which sells to a large number of travel outlets, including duty free shops, airlines and other tax-free zones in several countries), as specified separately in the table above.
|
|
|
Year Ended June 30,
|
|||||||
PRODUCT CATEGORY
|
|
2014
|
|
2013
|
|
2012
|
|||
Fragrances:
|
|
|
|
|
|
|
|||
Designer
|
|
37.4
|
%
|
|
35.8
|
%
|
|
35.7
|
%
|
Lifestyle
|
|
11.5
|
|
|
10.8
|
|
|
11.2
|
|
Celebrity
|
|
6.0
|
|
|
7.0
|
|
|
6.3
|
|
Total
|
|
54.9
|
%
|
|
53.6
|
%
|
|
53.2
|
%
|
Color Cosmetics:
|
|
|
|
|
|
|
|||
Nail Care
|
|
14.0
|
%
|
|
16.1
|
%
|
|
16.3
|
%
|
Other Color Cosmetics
|
|
16.0
|
|
|
15.5
|
|
|
14.7
|
|
Total
|
|
30.0
|
%
|
|
31.6
|
%
|
|
31.0
|
%
|
Skin & Body Care
|
|
15.1
|
%
|
|
14.8
|
%
|
|
15.8
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Acquired entity
|
Date acquired
|
|
Purchase Price
|
|
Segment
|
||
Lena White, Ltd. (“Lena White”)
|
January 2, 2014
|
|
$
|
11.0
|
|
|
Color Cosmetics
|
StarAsia Group Pte Ltd. (“StarAsia”)
|
July 1, 2013
|
|
23.5
|
|
|
All segments
|
Cash paid
|
$
|
8.3
|
|
Cash received from seller for initial net working capital adjustment
|
(0.3
|
)
|
|
Noncash consideration for pre-acquisition trade receivables
|
1.9
|
|
|
Contingent consideration payable
|
1.1
|
|
|
Purchase price
|
$
|
11.0
|
|
|
Estimated
fair value
|
|
Estimated
useful life
(in years)
|
||
Goodwill
|
$
|
1.9
|
|
|
|
Customer relationships
|
4.0
|
|
|
7
|
|
Other net assets
|
5.1
|
|
|
|
|
Total identifiable net assets
|
$
|
11.0
|
|
|
|
Consideration:
|
|
||
|
|
||
Cash paid
|
$
|
25.0
|
|
Noncash consideration for pre-acquisition trade receivables
|
2.0
|
|
|
Net working capital adjustment received from seller
|
(3.5
|
)
|
|
Purchase price
|
$
|
23.5
|
|
|
Estimated
fair value
|
|
Estimated
useful life
(in years)
|
||
Goodwill
|
$
|
11.5
|
|
|
|
Customer relationships
|
7.4
|
|
|
12
|
|
Other net assets
|
4.6
|
|
|
|
|
Total identifiable net assets
|
$
|
23.5
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Organizational Redesign
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
China Optimization
|
9.8
|
|
|
—
|
|
|
—
|
|
|||
Productivity Program
|
14.2
|
|
|
25.3
|
|
|
—
|
|
|||
Other restructuring programs
(a)
|
0.3
|
|
|
4.1
|
|
|
11.1
|
|
|||
Total
|
$
|
37.3
|
|
|
$
|
29.4
|
|
|
$
|
11.1
|
|
|
Severance and
Employee Benefits |
|
Other
Exit Costs |
|
Total
Program Costs |
||||||
Initial provision
|
$
|
9.4
|
|
|
$
|
3.6
|
|
|
$
|
13.0
|
|
Payments
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|||
Payables
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Balance—June 30, 2014
|
$
|
9.1
|
|
|
$
|
1.9
|
|
|
$
|
11.0
|
|
|
Restructuring Costs
|
|
Related Charges
|
|
|
||||||||||||||||||||||
|
Severance and
Employee Benefits |
|
Other
Exit Costs |
|
Total
Restructuring Costs |
|
Product Returns
|
|
Inventory Write-offs
|
|
Other Charges
|
|
Total Restructuring and Related Charges
|
||||||||||||||
Initial provision
|
$
|
9.6
|
|
|
$
|
0.2
|
|
|
$
|
9.8
|
|
|
$
|
15.4
|
|
|
$
|
8.5
|
|
|
$
|
2.2
|
|
|
$
|
35.9
|
|
|
Severance and
Employee
Benefits
|
|
Third-Party
Contract
Terminations
|
|
Other
Exit
Costs
|
|
Total
Program
Costs
|
||||||||
Initial provision
|
$
|
24.7
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
25.3
|
|
Payments
|
(2.9
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
Effect of exchange rates
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Balance—July 1, 2013
|
21.7
|
|
|
0.4
|
|
|
0.1
|
|
|
22.2
|
|
||||
Restructuring charges
|
13.7
|
|
|
0.3
|
|
|
2.1
|
|
|
16.1
|
|
||||
Payments
|
(18.0
|
)
|
|
(0.5
|
)
|
|
(2.0
|
)
|
|
(20.5
|
)
|
||||
Changes in estimates
(a)
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
||||
Effect of exchange rates
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Balance—June 30, 2014
|
$
|
15.8
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
16.2
|
|
|
|
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Raw materials
|
$
|
189.3
|
|
|
$
|
184.4
|
|
Work-in-process
|
12.3
|
|
|
35.6
|
|
||
Finished goods
|
415.8
|
|
|
388.2
|
|
||
Total inventories
|
$
|
617.4
|
|
|
$
|
608.2
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Land, buildings and leasehold improvements
|
|
$
|
230.7
|
|
|
$
|
230.9
|
|
Machinery and equipment
|
|
492.8
|
|
|
491.8
|
|
||
Marketing furniture and fixtures
|
|
278.1
|
|
|
258.0
|
|
||
Computer equipment and software
|
|
339.8
|
|
|
300.3
|
|
||
Construction in progress
|
|
45.4
|
|
|
73.8
|
|
||
|
|
1,386.8
|
|
|
1,354.8
|
|
||
Accumulated depreciation and amortization
|
|
(846.5
|
)
|
|
(854.1
|
)
|
||
Property and equipment, net
|
|
$
|
540.3
|
|
|
$
|
500.7
|
|
|
Fragrances
|
|
Color Cosmetics
|
|
Skin & Body Care
|
|
Total
|
||||||||
Gross balance at June 30, 2013
|
$
|
711.0
|
|
|
$
|
529.8
|
|
|
$
|
686.8
|
|
|
$
|
1,927.6
|
|
Accumulated impairments
(a)
|
—
|
|
|
—
|
|
|
(384.4
|
)
|
|
(384.4
|
)
|
||||
Net balance at June 30, 2013
|
$
|
711.0
|
|
|
$
|
529.8
|
|
|
$
|
302.4
|
|
|
$
|
1,543.2
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the year ended June 30, 2014:
|
|
|
|
|
|
|
|||||||||
Acquisition contingent payment
(b)
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
Acquisitions
(c)
|
3.8
|
|
|
2.6
|
|
|
7.0
|
|
|
13.4
|
|
||||
Foreign currency translation
|
7.1
|
|
|
5.8
|
|
|
(0.3
|
)
|
|
12.6
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
(256.4
|
)
|
|
(256.4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at June 30, 2014
|
$
|
751.9
|
|
|
$
|
538.2
|
|
|
$
|
693.5
|
|
|
$
|
1,983.6
|
|
Accumulated impairments
|
—
|
|
|
—
|
|
|
(640.8
|
)
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2014
|
$
|
751.9
|
|
|
$
|
538.2
|
|
|
$
|
52.7
|
|
|
$
|
1,342.8
|
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Indefinite-lived other intangible assets
(a)
|
$
|
1,167.8
|
|
|
$
|
1,171.9
|
|
Finite-lived other intangible assets, net
(b)
|
669.3
|
|
|
784.7
|
|
||
Total Other intangible assets, net
|
$
|
1,837.1
|
|
|
$
|
1,956.6
|
|
|
|
|
Fragrances
|
|
Color
Cosmetics |
|
Skin & Body
Care |
|
Total
|
||||||||
Gross balance at June 30, 2013
|
30.8
|
|
|
885.0
|
|
|
453.9
|
|
|
1,369.7
|
|
||||
Accumulated impairments
(a)
|
—
|
|
|
(9.2
|
)
|
|
(188.6
|
)
|
|
(197.8
|
)
|
||||
Balance—June 30, 2013
|
30.8
|
|
|
875.8
|
|
|
265.3
|
|
|
1,171.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended June 30, 2014
|
|
|
|
|
|
|
|||||||||
Foreign currency translation
|
1.2
|
|
|
1.5
|
|
|
—
|
|
|
2.7
|
|
||||
Reclassification to definite-lived trademark
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at June 30, 2014
|
25.2
|
|
|
886.5
|
|
|
453.9
|
|
|
1,365.6
|
|
||||
Accumulated impairments
|
—
|
|
|
(9.2
|
)
|
|
(188.6
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 30, 2014
|
$
|
25.2
|
|
|
$
|
877.3
|
|
|
$
|
265.3
|
|
|
$
|
1,167.8
|
|
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net
|
||||||||
June 30, 2013
|
|
|
|
|
|
|
|
||||||||
License agreements
|
$
|
827.0
|
|
|
$
|
(451.6
|
)
|
|
$
|
—
|
|
|
$
|
375.4
|
|
Customer relationships
|
543.3
|
|
|
(173.1
|
)
|
|
—
|
|
|
370.2
|
|
||||
Trademarks
|
145.9
|
|
|
(112.5
|
)
|
|
—
|
|
|
33.4
|
|
||||
Product formulations
|
31.8
|
|
|
(26.1
|
)
|
|
—
|
|
|
5.7
|
|
||||
Total
|
$
|
1,548.0
|
|
|
$
|
(763.3
|
)
|
|
$
|
—
|
|
|
$
|
784.7
|
|
June 30, 2014
|
|
|
|
|
|
|
|
||||||||
License agreements
|
$
|
835.0
|
|
|
$
|
(490.8
|
)
|
|
$
|
—
|
|
|
$
|
344.2
|
|
Customer relationships
|
510.8
|
|
|
(169.4
|
)
|
|
(33.5
|
)
|
|
307.9
|
|
||||
Trademarks
|
125.8
|
|
|
(90.1
|
)
|
|
(21.0
|
)
|
|
14.7
|
|
||||
Product formulations
|
31.8
|
|
|
(29.3
|
)
|
|
—
|
|
|
2.5
|
|
||||
Total
|
$
|
1,503.4
|
|
|
$
|
(779.6
|
)
|
|
$
|
(54.5
|
)
|
|
$
|
669.3
|
|
Description
|
|
License agreements
|
11.0 years
|
Customer relationships
|
8.5 years
|
Trademarks
|
12.2 years
|
Product formulations
|
3.5 years
|
2015
|
$
|
76.3
|
|
2016
|
74.5
|
|
|
2017
|
74.1
|
|
|
2018
|
73.7
|
|
|
2019
|
73.0
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Customer returns, discounts, allowances and bonuses
|
|
$
|
196.4
|
|
|
$
|
199.0
|
|
Advertising, marketing and licensing
|
|
194.8
|
|
|
198.2
|
|
||
Other compensation and related benefits
|
|
129.3
|
|
|
119.4
|
|
||
VAT, sales and other non-income taxes
|
|
41.1
|
|
|
38.6
|
|
||
Restructuring costs
|
|
32.9
|
|
|
23.8
|
|
||
Payroll and payroll related taxes
|
|
23.2
|
|
|
24.5
|
|
||
Unfavorable lease contracts
|
|
18.6
|
|
|
2.6
|
|
||
Derivative liabilities
|
|
11.5
|
|
|
0.8
|
|
||
Auditing and consulting fees
|
|
8.7
|
|
|
7.6
|
|
||
Deferred Income
|
|
8.3
|
|
|
7.4
|
|
||
Interest
|
|
3.9
|
|
|
3.6
|
|
||
Rent
|
|
3.7
|
|
|
7.0
|
|
||
Other
|
|
51.2
|
|
|
38.6
|
|
||
Total accrued expenses and other current liabilities
|
|
$
|
723.6
|
|
|
$
|
671.1
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Short-term debt
|
|
$
|
18.8
|
|
|
$
|
35.1
|
|
Coty Inc. Credit Facility due April 2018
|
|
|
|
|
||||
Term Loan
|
|
1,875.0
|
|
|
1,250.0
|
|
||
Revolving Loan Facility
|
|
899.5
|
|
|
845.0
|
|
||
Senior Notes
|
|
|
|
|
||||
5.12% Series A notes due June 2017
|
|
100.0
|
|
|
100.0
|
|
||
5.67% Series B notes due June 2020
|
|
225.0
|
|
|
225.0
|
|
||
5.82% Series C notes due June 2022
|
|
175.0
|
|
|
175.0
|
|
||
Capital lease obligations
|
|
0.2
|
|
|
0.1
|
|
||
Total debt
|
|
3,293.5
|
|
|
2,630.2
|
|
||
Less: Short-term debt and current portion of long-term debt
|
|
(33.4
|
)
|
|
(40.1
|
)
|
||
Total Long-term debt
|
|
$
|
3,260.1
|
|
|
$
|
2,590.1
|
|
Fiscal Year Ending June 30
|
|
||
2015
|
$
|
14.5
|
|
2016
|
125.0
|
|
|
2017
|
350.0
|
|
|
2018
|
2,385.0
|
|
|
2019
|
—
|
|
|
Thereafter
|
400.0
|
|
|
Total
|
$
|
3,274.5
|
|
Fiscal Year Ending June 30
|
|
||
2015
|
$
|
67.6
|
|
2016
|
54.7
|
|
|
2017
|
44.0
|
|
|
2018
|
40.6
|
|
|
2019
|
37.4
|
|
|
Thereafter
|
243.2
|
|
|
|
487.5
|
|
|
Less: sublease income
|
(28.9
|
)
|
|
Total minimum payments required
|
$
|
458.6
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Rent expense
|
|
$
|
112.5
|
|
|
$
|
89.7
|
|
|
$
|
86.1
|
|
Less: sublease income
|
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|||
Total
|
|
$
|
111.1
|
|
|
$
|
88.5
|
|
|
$
|
84.7
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Provision (benefit) for income taxes:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
5.6
|
|
|
$
|
(26.5
|
)
|
|
$
|
24.7
|
|
State and local
|
|
2.1
|
|
|
2.8
|
|
|
3.3
|
|
|||
Foreign
|
|
50.8
|
|
|
110.6
|
|
|
87.8
|
|
|||
Total
|
|
58.5
|
|
|
86.9
|
|
|
115.8
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(30.6
|
)
|
|
8.3
|
|
|
(104.0
|
)
|
|||
State and local
|
|
(0.7
|
)
|
|
2.6
|
|
|
(27.8
|
)
|
|||
Foreign
|
|
(7.1
|
)
|
|
19.0
|
|
|
(21.8
|
)
|
|||
Total
|
|
(38.4
|
)
|
|
29.9
|
|
|
(153.6
|
)
|
|||
Provision (benefit) for income taxes
|
|
$
|
20.1
|
|
|
$
|
116.8
|
|
|
$
|
(37.8
|
)
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
(Loss) income before income taxes
|
|
$
|
(44.1
|
)
|
|
$
|
318.7
|
|
|
$
|
(331.1
|
)
|
(Benefit) provision for income taxes at statutory rate
|
|
$
|
(15.4
|
)
|
|
$
|
111.6
|
|
|
$
|
(115.9
|
)
|
State and local taxes—net of federal benefit
|
|
0.9
|
|
|
3.5
|
|
|
(15.9
|
)
|
|||
Foreign tax differentials
|
|
(53.0
|
)
|
|
(44.2
|
)
|
|
(51.9
|
)
|
|||
Change in valuation allowances
|
|
36.1
|
|
|
18.2
|
|
|
3.8
|
|
|||
Change in unrecognized tax benefit
|
|
(24.4
|
)
|
|
4.8
|
|
|
36.2
|
|
|||
Asset impairment charges
|
|
67.4
|
|
|
—
|
|
|
80.1
|
|
|||
Share-based compensation
|
|
1.8
|
|
|
16.0
|
|
|
27.9
|
|
|||
Permanent differences—net
|
|
1.8
|
|
|
7.2
|
|
|
(2.5
|
)
|
|||
Other
|
|
4.9
|
|
|
(0.3
|
)
|
|
0.4
|
|
|||
Provision (benefit) for income taxes
|
|
$
|
20.1
|
|
|
$
|
116.8
|
|
|
$
|
(37.8
|
)
|
Effective income tax rate
|
|
(45.6
|
)%
|
|
36.6
|
%
|
|
11.4
|
%
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Deferred income tax assets:
|
|
|
|
|
||||
Inventories
|
|
$
|
20.2
|
|
|
$
|
13.6
|
|
Accruals and allowances
|
|
87.4
|
|
|
82.4
|
|
||
Sales returns
|
|
20.1
|
|
|
19.4
|
|
||
Share-based compensation
|
|
35.4
|
|
|
37.2
|
|
||
Employee benefits
|
|
50.9
|
|
|
43.7
|
|
||
Net operating loss carry forwards and tax credits
|
|
102.2
|
|
|
118.9
|
|
||
Other
|
|
45.3
|
|
|
38.3
|
|
||
Less: valuation allowances
|
|
(98.6
|
)
|
|
(61.5
|
)
|
||
Net deferred income tax assets
|
|
262.9
|
|
|
292.0
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
421.9
|
|
|
423.4
|
|
||
Licensing rights
|
|
6.4
|
|
|
84.6
|
|
||
Other
|
|
33.8
|
|
|
25.9
|
|
||
Deferred income tax liabilities
|
|
462.1
|
|
|
533.9
|
|
||
Net deferred income tax liabilities
|
|
$
|
(199.2
|
)
|
|
$
|
(241.9
|
)
|
Fiscal Year Ending June 30
|
|
United States
|
|
Western Europe
|
|
Rest of World
|
|
Total
|
||||||||
2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
2016
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||
2017
|
|
—
|
|
|
—
|
|
|
36.8
|
|
|
36.8
|
|
||||
2018
|
|
—
|
|
|
—
|
|
|
53.8
|
|
|
53.8
|
|
||||
2019 and thereafter
|
|
65.1
|
|
|
25.9
|
|
|
67.2
|
|
|
158.2
|
|
||||
Total
|
|
$
|
65.1
|
|
|
$
|
25.9
|
|
|
$
|
160.0
|
|
|
$
|
251.0
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
UTBs—July 1
|
|
$
|
331.4
|
|
|
$
|
326.5
|
|
|
$
|
308.6
|
|
Additions based on tax positions related to the current year
|
|
29.5
|
|
|
36.8
|
|
|
38.3
|
|
|||
Additions for tax positions of prior years
|
|
91.9
|
|
|
5.0
|
|
|
6.3
|
|
|||
Reductions for tax positions of prior years
|
|
(9.9
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||
Settlements
|
|
(33.8
|
)
|
|
(27.9
|
)
|
|
(0.7
|
)
|
|||
Lapses in statutes of limitations
|
|
(11.6
|
)
|
|
(13.8
|
)
|
|
(8.5
|
)
|
|||
Foreign currency translation
|
|
3.0
|
|
|
4.8
|
|
|
(10.7
|
)
|
|||
UTBs—June 30
|
|
$
|
400.5
|
|
|
$
|
331.4
|
|
|
$
|
326.5
|
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Noncurrent income tax liabilities
|
|
$
|
154.3
|
|
|
$
|
184.7
|
|
Rent
|
|
37.5
|
|
|
29.4
|
|
||
Unfavorable lease contracts
|
|
11.2
|
|
|
4.1
|
|
||
Deferred income
|
|
8.1
|
|
|
11.0
|
|
||
Mandatorily redeemable financial instruments
|
|
5.5
|
|
|
—
|
|
||
Restructuring
|
|
5.3
|
|
|
5.0
|
|
||
Other
|
|
6.8
|
|
|
5.7
|
|
||
Total noncurrent liabilities
|
|
$
|
228.7
|
|
|
$
|
239.9
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense
|
|
$
|
69.8
|
|
|
$
|
77.2
|
|
|
$
|
81.8
|
|
Foreign exchange losses, net of derivative contracts
|
|
2.8
|
|
|
—
|
|
|
5.8
|
|
|||
Deferred financing fees write-off
|
|
—
|
|
|
2.6
|
|
|
1.4
|
|
|||
Accretion of acquisition-related liability
|
|
—
|
|
|
0.6
|
|
|
7.0
|
|
|||
Interest income
|
|
(4.1
|
)
|
|
(3.9
|
)
|
|
(6.4
|
)
|
|||
Total interest expense, net
|
|
$
|
68.5
|
|
|
$
|
76.5
|
|
|
$
|
89.6
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Derivative losses - foreign exchange contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.6
|
|
Foreign exchange transaction losses
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||
Miscellaneous expense (income)
|
|
1.3
|
|
|
(0.8
|
)
|
|
(3.5
|
)
|
|||
Total other expense (income)
|
|
$
|
1.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
32.0
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation-July 1
|
$
|
72.8
|
|
|
$
|
76.0
|
|
|
$
|
166.6
|
|
|
$
|
148.0
|
|
|
$
|
77.7
|
|
|
$90.1
|
|
$
|
317.1
|
|
|
$314.1
|
||||
Service cost
|
—
|
|
|
—
|
|
|
5.7
|
|
|
4.5
|
|
|
2.3
|
|
|
2.8
|
|
8.0
|
|
|
7.3
|
||||||||||
Interest cost
|
3.4
|
|
|
3.3
|
|
|
5.5
|
|
|
5.6
|
|
|
3.4
|
|
|
3.6
|
|
12.3
|
|
|
12.5
|
||||||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
1.7
|
|
|
1.7
|
||||||||||
Plan amendments
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2.1
|
|
|
—
|
||||||||||
Benefits paid
|
(4.3
|
)
|
|
(4.2
|
)
|
|
(9.0
|
)
|
|
(7.0
|
)
|
|
(2.0
|
)
|
|
(1.7)
|
|
(15.3
|
)
|
|
(12.9)
|
||||||||||
Premiums paid
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
(0.9
|
)
|
|
(1.0)
|
||||||||||
Acquisition and transfer
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
1.3
|
|
|
1.7
|
||||||||||
Actuarial loss (gain)
|
8.9
|
|
|
(2.3
|
)
|
|
17.3
|
|
|
9.2
|
|
|
5.4
|
|
|
(17.2)
|
|
31.6
|
|
|
(10.3)
|
||||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
7.8
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
7.8
|
|
|
5.1
|
||||||||||
Other
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(1.2
|
)
|
|
(0.8
|
)
|
|
0.1
|
|
(1.5
|
)
|
|
(1.1)
|
||||||||||
Benefit obligation-June 30
|
$
|
80.8
|
|
|
$
|
72.8
|
|
|
$
|
197.4
|
|
|
$
|
166.6
|
|
|
$
|
86.0
|
|
|
$
|
77.7
|
|
|
$
|
364.2
|
|
|
$
|
317.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value of plan assets-July 1
|
$
|
36.9
|
|
|
$
|
34.8
|
|
|
$
|
30.6
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67.5
|
|
|
$
|
60.3
|
|
Actual return on plan assets
|
4.3
|
|
|
2.7
|
|
|
1.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
6.1
|
|
|
3.5
|
||||||||||
Employer contributions
|
9.0
|
|
|
3.6
|
|
|
10.3
|
|
|
9.5
|
|
|
2.0
|
|
|
1.7
|
|
21.3
|
|
|
14.8
|
||||||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
1.7
|
|
|
1.7
|
||||||||||
Benefits paid
|
(4.3
|
)
|
|
(4.2
|
)
|
|
(9.0
|
)
|
|
(7.0
|
)
|
|
(2.0
|
)
|
|
(1.7)
|
|
(15.3
|
)
|
|
(12.9)
|
||||||||||
Premiums paid
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
(0.9
|
)
|
|
(1.0)
|
||||||||||
Acquisition and transfer
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
1.3
|
|
|
1.7
|
||||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
1.7
|
|
|
0.6
|
||||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
(1.2)
|
||||||||||
Fair value of plan assets-June 30
|
45.9
|
|
|
36.9
|
|
|
37.5
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
83.4
|
|
|
67.5
|
||||||||||
Funded status-June 30
|
$
|
(34.9
|
)
|
|
$
|
(35.9
|
)
|
|
$
|
(159.9
|
)
|
|
$
|
(136.0
|
)
|
|
$
|
(86.0
|
)
|
|
$
|
(77.7
|
)
|
|
$
|
(280.8
|
)
|
|
$
|
(249.6
|
)
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Current liabilities
|
(1.5
|
)
|
|
(1.5
|
)
|
|
(5.0
|
)
|
|
(5.1
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
(8.3
|
)
|
|
(8.4
|
)
|
||||||||
Noncurrent liabilities
|
(33.4
|
)
|
|
(34.4
|
)
|
|
(154.9
|
)
|
|
(131.0
|
)
|
|
(84.2
|
)
|
|
(75.9
|
)
|
|
(272.5
|
)
|
|
(241.3
|
)
|
||||||||
Funded Status
|
(34.9
|
)
|
|
(35.9
|
)
|
|
(159.9
|
)
|
|
(136.0
|
)
|
|
(86.0
|
)
|
|
(77.7
|
)
|
|
(280.8
|
)
|
|
(249.6
|
)
|
||||||||
AOC(L)/I
|
(17.4
|
)
|
|
(11.3
|
)
|
|
(56.1
|
)
|
|
(37.6
|
)
|
|
(0.8
|
)
|
|
5.7
|
|
|
(74.3
|
)
|
|
(43.2
|
)
|
||||||||
Net amount recognized
|
$
|
(52.3
|
)
|
|
$(47.2)
|
|
$
|
(216.0
|
)
|
|
$(173.6)
|
|
$
|
(86.8
|
)
|
|
$
|
(72.0
|
)
|
|
$
|
(355.1
|
)
|
|
$
|
(292.8
|
)
|
|
Pension plans with accumulated benefit obligations in excess of plan assets
|
|
Pension plans with projected benefit obligations in excess of plan assets
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
U.S.
|
|
International
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Projected benefit obligation
|
$
|
80.8
|
|
|
$
|
72.8
|
|
|
$
|
195.7
|
|
|
$
|
164.2
|
|
|
$
|
80.8
|
|
|
$
|
72.8
|
|
|
$
|
197.6
|
|
|
$
|
164.5
|
|
Accumulated benefit obligation
|
$
|
80.8
|
|
|
$
|
72.8
|
|
|
$
|
187.7
|
|
|
$
|
158.2
|
|
|
$
|
80.8
|
|
|
$
|
72.8
|
|
|
$
|
189.3
|
|
|
$
|
158.2
|
|
Fair value of plan assets
|
$
|
45.9
|
|
|
$
|
36.9
|
|
|
$
|
35.6
|
|
|
$
|
28.0
|
|
|
$
|
45.9
|
|
|
$
|
36.9
|
|
|
$
|
37.5
|
|
|
$
|
28.3
|
|
|
Year Ended June 30,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
|
$
|
4.5
|
|
|
$
|
3.6
|
|
|
$
|
2.3
|
|
|
$
|
2.8
|
|
|
$
|
3.2
|
|
|
$
|
8.0
|
|
|
$
|
7.3
|
|
|
$
|
6.8
|
|
Interest cost
|
3.4
|
|
|
3.3
|
|
|
3.6
|
|
|
5.5
|
|
|
5.6
|
|
|
6.5
|
|
|
3.4
|
|
|
3.6
|
|
|
4.2
|
|
|
12.3
|
|
|
12.5
|
|
|
14.3
|
|
||||||||||||
Expected return on plan assets
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(2.3
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
||||||||||||
Amortization of prior service credit (cost)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||||||||||
Amortization of net loss (gain)
|
1.0
|
|
|
2.9
|
|
|
(0.1
|
)
|
|
2.1
|
|
|
1.3
|
|
|
0.1
|
|
|
(1.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
2.0
|
|
|
4.2
|
|
|
(0.1
|
)
|
||||||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||||||||||
Net periodic benefit cost
|
$
|
1.9
|
|
|
$
|
3.9
|
|
|
$
|
1.2
|
|
|
$
|
11.6
|
|
|
$
|
10.4
|
|
|
$
|
9.4
|
|
|
$
|
4.4
|
|
|
$
|
6.2
|
|
|
$
|
7.0
|
|
|
$
|
17.9
|
|
|
$
|
20.5
|
|
|
$
|
17.6
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
|
|
|
||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Net actuarial (loss) gain
|
$
|
(17.4
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(52.9
|
)
|
|
$
|
(36.5
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
5.3
|
|
|
$
|
(71.3
|
)
|
|
$
|
(42.5
|
)
|
Prior service (cost) credit
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(1.1
|
)
|
|
0.2
|
|
|
0.4
|
|
|
(3.0
|
)
|
|
(0.7
|
)
|
||||||||
Total recognized in AOC(L)/I
|
$
|
(17.4
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(56.1
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
5.7
|
|
|
$
|
(74.3
|
)
|
|
$
|
(43.2
|
)
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
|
|
|
||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Net actuarial (loss) gain
|
$
|
(7.1
|
)
|
|
$
|
2.7
|
|
|
$
|
(16.7
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
17.2
|
|
|
$
|
(29.2
|
)
|
|
$
|
10.5
|
|
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Recognized net actuarial loss (gain)
|
1.0
|
|
|
2.9
|
|
|
2.1
|
|
|
1.2
|
|
|
(1.1
|
)
|
|
—
|
|
|
2.0
|
|
|
4.1
|
|
||||||||
Prior service cost
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(1.0
|
)
|
|
0.2
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.0
|
)
|
||||||||
Total recognized in OC(L)/I
|
$
|
(6.1
|
)
|
|
$
|
5.6
|
|
|
$
|
(18.5
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
17.0
|
|
|
$
|
(31.1
|
)
|
|
$
|
13.5
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||
|
U.S
|
|
International
|
|
|
||||||||||
Prior service cost
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
Net loss
|
(2.1
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(5.7
|
)
|
||||
|
$
|
(2.1
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(6.2
|
)
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
||||||||
|
U.S
|
|
International
|
|
|||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Discount rates
|
3.1%-4.4%
|
|
3.6%-5.0%
|
|
1.8%-3.2%
|
|
2.3%-3.8%
|
|
4.8%
|
|
5.4%
|
Future compensation growth rates
|
N/A
|
|
N/A
|
|
2.0%-2.5%
|
|
2.0%-2.5%
|
|
N/A
|
|
N/A
|
|
Pension Plans
|
|
Other Post-
Employment Benefits |
||||||||||||||||
|
U.S.
|
|
International
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||
Discount rates
|
3.6%-5.0%
|
|
|
3.4%-4.6%
|
|
4.3%-5.6%
|
|
2.3%-3.8%
|
|
2.2%-4.5%
|
|
2.7%-6.1%
|
|
5.4
|
%
|
|
4.9%
|
|
5.9%
|
Future compensation growth rates
|
N/A
|
|
|
N/A
|
|
N/A
|
|
2.0%-2.5%
|
|
2.5%-3.0%
|
|
2.0%-3.0%
|
|
N/A
|
|
|
N/A
|
|
N/A
|
Expected long-term rates of return on plan assets
|
6.5
|
%
|
|
6.5%
|
|
6.5%
|
|
3.3%-4.3%
|
|
3.3%-4.3%
|
|
3.3%-5.5%
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
2014
|
|
2013
|
|
2012
|
Health care cost trend rate assumed for next year
|
6.3%-6.9%
|
|
7.1%-8.0%
|
|
7.5%-8.5%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5%
|
|
5%
|
|
5%
|
Year that the rate reaches the ultimate trend rate
|
2021-2023
|
|
2018-2019
|
|
2018-2019
|
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
||||||||||||
Effect on total service cost and interest cost
|
|
|
$
|
1.0
|
|
|
|
|
|
|
$
|
(0.8
|
)
|
|
|
Effect on post-employment benefit obligation
|
|
|
17.1
|
|
|
|
|
|
|
(13.3
|
)
|
|
|
|
|
|
% of Plan Assets at Year Ended
|
|||||
|
|
|
||||||
|
Target
|
|
2014
|
|
2013
|
|||
Equity securities
|
45
|
%
|
|
44
|
%
|
|
44
|
%
|
Fixed income securities
|
55
|
%
|
|
53
|
%
|
|
53
|
%
|
Cash and other investments
|
—
|
%
|
|
3
|
%
|
|
3
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic equity securities
|
$
|
15.2
|
|
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.2
|
|
|
$
|
13.0
|
|
International equity securities
|
4.7
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
3.3
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Government and government agencies
|
5.7
|
|
|
4.3
|
|
|
10.8
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
13.3
|
|
||||||||
Corporate securities
|
—
|
|
|
—
|
|
|
8.3
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|
6.1
|
|
||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
||||||||
Insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.5
|
|
|
30.6
|
|
|
37.5
|
|
|
30.6
|
|
||||||||
Total pension plan assets at fair value-June 30
|
$
|
26.8
|
|
|
$
|
21.8
|
|
|
$
|
19.1
|
|
|
$
|
15.1
|
|
|
$
|
37.5
|
|
|
$
|
30.6
|
|
|
$
|
83.4
|
|
|
$
|
67.5
|
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Insurance contract:
|
|
|
|
||||
Fair value-July 1
|
$
|
30.6
|
|
|
$
|
25.5
|
|
Return on plan assets
|
1.8
|
|
|
0.8
|
|
||
Purchases, sales and settlements, net
|
3.4
|
|
|
3.7
|
|
||
Effect of exchange rates
|
1.7
|
|
|
0.6
|
|
||
Fair value-June 30
|
$
|
37.5
|
|
|
$
|
30.6
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||||
Fiscal Year Ending June 30
|
U.S
|
|
International
|
|
|
||||||||||||
2015
|
$
|
4.5
|
|
|
$
|
9.0
|
|
|
|
$
|
2.0
|
|
|
|
$
|
15.5
|
|
2016
|
4.5
|
|
|
8.6
|
|
|
|
2.2
|
|
|
|
15.3
|
|
||||
2017
|
5.0
|
|
|
8.7
|
|
|
|
2.5
|
|
|
|
16.2
|
|
||||
2018
|
5.1
|
|
|
8.8
|
|
|
|
2.8
|
|
|
|
16.7
|
|
||||
2019
|
5.1
|
|
|
9.3
|
|
|
|
3.1
|
|
|
|
17.5
|
|
||||
2020 - 2023
|
25.0
|
|
|
49.7
|
|
|
|
20.8
|
|
|
|
95.5
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
|
June 30, 2014
|
|
June 30, 2013
|
|
June 30, 2014
|
|
June 30, 2013
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
Financial assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration - business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
3.5
|
|
||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
$
|
0.8
|
|
|
$
|
1.1
|
|
|
$
|
3.5
|
|
Total recurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(3.5
|
)
|
|
June 30,
2014 |
|
June 30,
2013 |
||||
Contingent consideration - business combinations:
|
|
|
|
||||
Fair Value - July 1
|
$
|
3.5
|
|
|
$
|
—
|
|
Addition
|
1.1
|
|
|
3.5
|
|
||
Gain on change in settlement value
(a)
|
(2.4
|
)
|
|
—
|
|
||
Settlement
|
(1.1
|
)
|
|
—
|
|
||
Effect of exchange rates
|
—
|
|
|
—
|
|
||
Transfers out of Level 3
|
—
|
|
|
—
|
|
||
Fair value - June 30
|
$
|
1.1
|
|
|
$
|
3.5
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Coty Inc. Credit Facility
|
$
|
2,774.5
|
|
|
$
|
2,763.2
|
|
|
$
|
2,095.0
|
|
|
$
|
2,086.1
|
|
Senior Notes - Series A
|
100.0
|
|
|
109.7
|
|
|
100.0
|
|
|
108.3
|
|
||||
Senior Notes - Series B
|
225.0
|
|
|
256.3
|
|
|
225.0
|
|
|
244.4
|
|
||||
Senior Notes - Series C
|
175.0
|
|
|
199.9
|
|
|
175.0
|
|
|
190.0
|
|
||||
Dividends payable
|
0.9
|
|
|
0.7
|
|
|
0.4
|
|
|
0.3
|
|
|
Asset
|
|
Liability
|
||||||||||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
|
Balance Sheet Classification
|
|
Fair Value
|
||||||||||||
|
|
|
June 30, 2014
|
|
June 30, 2013
|
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Prepaid expenses and
other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses and
other current liabilities
|
|
$
|
10.5
|
|
|
$
|
—
|
|
Total derivatives designated as hedges
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
Prepaid expenses and
other current assets
|
|
$
|
2.1
|
|
|
$
|
0.6
|
|
|
Accrued expenses and
other current liabilities
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
Total derivatives not designated as hedges
|
|
|
$
|
2.1
|
|
|
$
|
0.6
|
|
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
Total derivatives
|
|
|
$
|
2.1
|
|
|
$
|
0.6
|
|
|
|
|
$
|
11.5
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Assets
|
$
|
2.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
Liabilities
|
$
|
(12.9
|
)
|
|
$
|
1.4
|
|
|
$
|
(11.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11.5
|
)
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amount Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Assets
|
$
|
0.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Liabilities
|
$
|
(1.2
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
Consolidated Statements of Operations
Classification of Gain (Loss) on Forward Exchange Contracts Recognized in Operations |
|
Gain (Loss) Recognized
in Operations Year Ended June 30, |
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest expense, net
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
(6.5
|
)
|
Cost of Sales
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other (expense) income, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33.6
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Coty Inc.
|
$
|
(97.4
|
)
|
|
$
|
168.0
|
|
|
$
|
(324.4
|
)
|
|
|
|
|
|
|
||||||
Decrease in APIC for purchase of Greece NCI
|
—
|
|
|
—
|
|
|
(6.6
|
)
|
|||
|
|
|
|
|
|
||||||
Decrease in APIC for purchase of Hong Kong NCI
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Coty Inc. and transfers from NCI
|
$
|
(101.6
|
)
|
|
$
|
168.0
|
|
|
$
|
(331.0
|
)
|
|
Middle East
|
|
Hong Kong
|
Percentage of redeemable noncontrolling interest
|
40%
|
|
45%
|
Earliest exercise date(s)
|
7.0% in July 2014
(a)
;
|
|
June 2016
|
|
remaining 33.0% or
|
|
|
|
entire 40.0% in July 2029
|
|
|
Formula of redemption value
(b)
|
3-year average
|
|
3-year average
|
|
of EBIT
(c)
* 6
|
|
of EBIT
(c)
* 8 plus
|
|
|
|
retained earnings less
|
|
|
|
liabilities
(d)
|
|
|
(a)
|
The Company exercised its Call right on September 20, 2013 to purchase
7%
of the Middle East subsidiary. The Company and the NCI holder amended the Shareholders' Agreement so that effective July 1, 2014, the Company will record its purchase of the additional
7%
interest in the Coty M.E. subsidiary as of July 1, 2014. The Company expects to consummate the purchase during the first quarter of fiscal 2015 for a purchase price of
$16.2
. The Company also has the ability to exercise the Call right for the remaining noncontrolling interest of
33%
on July 1, 2028, with such transaction to close on July 1, 2029.
|
(b)
|
The redemption value formula related to Hong Kong is subject to a
110%
of
three
year’s averaged net sales cap and net asset value minimum.
|
(c)
|
EBIT is defined in the respective stockholder agreements as earnings before interest and income taxes.
|
(d)
|
Liabilities are defined in the stockholder agreement as all financial indebtedness except bank overdraft required for normalized trading working capital.
|
|
Losses on Cash Flow Hedges
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Beginning Balance at July 1, 2013
|
$
|
—
|
|
|
$
|
(33.4
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(118.6
|
)
|
Other Comprehensive income before reclassifications
|
(8.9
|
)
|
|
(22.7
|
)
|
|
63.7
|
|
|
32.1
|
|
||||
Amounts reclassified from AOCL
(a)
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Net current-period other comprehensive income
|
(8.9
|
)
|
|
(21.3
|
)
|
|
63.7
|
|
|
33.5
|
|
||||
Ending balance at June 30, 2014
|
$
|
(8.9
|
)
|
|
$
|
(54.7
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
(85.1
|
)
|
|
|
|
2013
|
|
2012
|
||
Expected life of option
|
4.03 years
|
|
|
4.32 years
|
|
Risk-free interest rate
|
0.84
|
%
|
|
0.72
|
%
|
Expected volatility
|
32.53
|
%
|
|
32.80
|
%
|
Expected dividend yield
|
0.86
|
%
|
|
0.00
|
%
|
|
Shares
(in millions)
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted
Average
Remaining
Contractual
Term
|
|||||
Outstanding at July 1, 2013
|
28.2
|
|
|
$
|
9.05
|
|
|
|
|
|
||
Exercised
|
(3.1
|
)
|
|
6.81
|
|
|
|
|
|
|||
Forfeited or expired
|
(1.9
|
)
|
|
9.54
|
|
|
|
|
|
|||
Outstanding at June 30, 2014
|
23.2
|
|
|
$
|
9.32
|
|
|
|
|
|
||
Vested and expected to vest at June 30, 2014
|
20.8
|
|
|
$
|
9.25
|
|
|
$
|
163.8
|
|
|
5.59
|
Exercisable at June 30, 2014
|
7.0
|
|
|
$
|
8.47
|
|
|
$
|
60.6
|
|
|
3.69
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average grant date fair value of stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.1
|
|
Intrinsic value of options exercised
|
28.3
|
|
|
160.6
|
|
|
5.2
|
|
|||
Payment to settle nonqualified stock options
|
—
|
|
|
154.4
|
|
|
3.6
|
|
|
Shares
(in millions)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested at July 1, 2013
|
22.7
|
|
|
$
|
3.57
|
|
Vested
|
(4.6
|
)
|
|
2.69
|
|
|
Forfeited
|
(1.9
|
)
|
|
3.74
|
|
|
Non-vested at June 30, 2014
|
16.2
|
|
|
$
|
3.81
|
|
|
Shares
(in millions)
|
|
Aggregate
Intrinsic
Value
|
|
Weighted
Average
Remaining
Contractual
Term
|
|||
Outstanding at July 1, 2013
|
2.7
|
|
|
|
|
|
||
Granted
|
2.2
|
|
|
|
|
|
||
Settled
|
(0.2
|
)
|
|
|
|
|
||
Cancelled
|
(0.3
|
)
|
|
|
|
|
||
Outstanding at June 30, 2014
|
4.4
|
|
|
|
|
|
||
Vested and expected to vest at June 30, 2014
|
3.6
|
|
|
$
|
60.9
|
|
|
3.51
|
|
Shares
(in millions)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding and nonvested at July 1, 2013
|
2.3
|
|
|
$
|
15.49
|
|
Granted
|
2.2
|
|
|
16.05
|
|
|
Vested
|
(0.2
|
)
|
|
14.54
|
|
|
Cancelled
|
(0.3
|
)
|
|
15.76
|
|
|
Outstanding and nonvested at June 30, 2014
|
4.0
|
|
|
$
|
15.77
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
||||||||
Net (loss) income attributable to Coty Inc.
|
$
|
(97.4
|
)
|
|
$
|
168.0
|
|
|
$
|
(324.4
|
)
|
Weighted-average common shares outstanding—Basic
|
381.7
|
|
|
381.7
|
|
|
373.0
|
|
|||
Effect of dilutive stock options
(a)
|
—
|
|
|
12.3
|
|
|
—
|
|
|||
Effect of restricted stock and RSUs
(b)
|
—
|
|
|
2.4
|
|
|
—
|
|
|||
Weighted-average common shares outstanding—Diluted
|
$
|
381.7
|
|
|
$
|
396.4
|
|
|
$
|
373.0
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.26
|
)
|
|
$
|
0.44
|
|
|
$
|
(0.87
|
)
|
Diluted
|
(0.26
|
)
|
|
0.42
|
|
|
(0.87
|
)
|
|
|
(a)
|
As of June 30, 2013, outstanding stock options to purchase
1.2 million
shares of Common Stock are excluded from the computation of diluted EPS as their inclusion would be anti-dilutive. Due to the net loss incurred in fiscal 2014 and 2012, stock options are excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.
|
(b)
|
As of June 30, 2013, there are
no
anti-dilutive RSUs excluded from the computation of diluted EPS as their inclusion would be anti-dilutive. Due to the net loss incurred in fiscal 2014 and 2012, RSUs are excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.
|
Description
|
|
Three Years Ended June 30,
|
||||||||||||||||||
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Deductions
|
|
Balance at
End of Period |
||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
14.5
|
|
|
$
|
3.2
|
|
|
|
|
$
|
(1.0
|
)
|
|
(a)
|
|
$
|
16.7
|
|
2013
|
|
19.6
|
|
|
3.2
|
|
|
|
|
(8.3
|
)
|
|
(a)
|
|
14.5
|
|
||||
2012
|
|
19.2
|
|
|
5.5
|
|
|
|
|
(5.1
|
)
|
|
(a)
|
|
19.6
|
|
||||
Allowance for customer returns:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
76.0
|
|
|
$
|
173.8
|
|
|
|
|
$
|
(162.5
|
)
|
|
|
|
$
|
87.3
|
|
2013
|
|
74.9
|
|
|
158.6
|
|
|
|
|
(157.5
|
)
|
|
|
|
76.0
|
|
||||
2012
|
|
84.2
|
|
|
151.8
|
|
|
|
|
(161.1
|
)
|
|
|
|
74.9
|
|
||||
Deferred tax allowances:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
$
|
61.5
|
|
|
$
|
42.2
|
|
|
(b)
|
|
$
|
(5.1
|
)
|
|
|
|
$
|
98.6
|
|
2013
|
|
47.1
|
|
|
20.6
|
|
|
(b)
|
|
(6.2
|
)
|
|
|
|
61.5
|
|
||||
2012
|
|
45.6
|
|
|
4.9
|
|
|
(b)
|
|
(3.4
|
)
|
|
|
|
47.1
|
|
|
|
(a)
|
Includes amounts written-off, net of recoveries and cash discounts.
|
(b)
|
Includes foreign currency translation adjustments unless otherwise noted.
|
PRINCIPALITY OF MONACO
__________________________
DEPARTMENT OF FINANCE
AND THE ECONOMY
|
TAX STAMP FOR
[handwritten]
€
6
Deed consists of
[handwritten]
12
sheets
(Law no. 1.221 of 11/09/1999 concerning the setting of stamp duty)
(Art.11 of .S.O. [Supervision Ordinance] no.14.290 of 12/09/1999 in application of Law no.1.221
|
PUBLIC LANDS ADMINISTRATION
|
JF/nf.-
[stamp:] PRINCIPALITY OF MONACO
PUBLIC LANDS ADMINISTRATION
|
[stamp:]
138308
|
•
|
lot no. 482 with a surface area of 45.70 m
2
|
•
|
lot no. 483 with a surface area of 79.40 m
2
|
•
|
lot no. 486 with a surface area of 163.30 m
2
|
•
|
lot no. 494 with a surface area of 679.70 m
2
|
•
|
lot no. 495 with a surface area of 126.10 m
2
|
•
|
lot no. 496 with a surface area of 118.30 m
2
|
•
|
lot no. 497 with a surface area of 110.60 m
2
|
•
|
lot no. 498 with a surface area of 103.10 m
2
|
•
|
lot no. 539 with a surface area of 180.40 m
2
|
•
|
lot no. 540B with a surface area of 153.57 m
2
|
•
|
lot no. 541B with a surface area of 75.18 m
2
|
•
|
lot no. 542B with a surface area of 52.29 m
2
|
•
|
lot no. 549B with a surface area of 103.17 m
2
|
•
|
lot no. 550B with a surface area of 134.95 m
2
|
•
|
lot no. 551 with a surface area of 130.30 m
2
|
•
|
lot no. 552 with a surface area of 130.30 m
2
|
•
|
Common areas: 196.70 m
2
|
•
|
lot no. 562 with a surface area of 421.10 m
2
|
•
|
lot no. 563 with a surface area of 202.90 m
2
|
•
|
lot no. 564 with a surface area of 290.50 m
2
|
•
|
lot no. 565 with a surface area of 197.00 m
2
|
•
|
lot no. 566 with a surface area of 268.10 m
2
|
•
|
lot no. 567 with a surface area of 168.20 m
2
|
•
|
lot no. 568 with a surface area of 118.90 m
2
|
•
|
lot no. 569 with a surface area of 211.90 m
2
|
•
|
lot no. 570 with a surface area of 266.60 m
2
|
•
|
lot no. 571 with a surface area of 383.00 m
2
|
•
|
lot no. 572 with a surface area of 249.40 m
2
|
•
|
lot no. 573 with a surface area of 189.20 m
2
|
•
|
lot no. 574 with a surface area of 222.00 m
2
|
•
|
lot no. 575 with a surface area of 190.90 m
2
|
•
|
lot no. 576 with a surface area of 245.70 m
2
|
•
|
lot no. 577 with a surface area of 263.50 m
2
|
•
|
lot no. 578 with a surface area of 171.90 m
2
|
•
|
lot no. 579 with a surface area of 162.10 m
2
|
•
|
lot no. 580 with a surface area of 277.30 m
2
|
•
|
lot no. 581 with a surface area of 228.00 m
2
|
•
|
lot no. 582 with a surface area of 220.10 m
2
|
•
|
lot no. 583 with a surface area of 144.90 m
2
|
•
|
Common areas: 306.00 m
2
|
•
|
lot no. 587 with a surface area of 378.70 m
2
|
•
|
lot no. 588 with a surface area of 183.90 m
2
|
•
|
lot no. 589 with a surface area of 266.20 m
2
|
•
|
lot no. 590 with a surface area of 180.40 m
2
|
•
|
lot no. 591 with a surface area of 284.70 m
2
|
•
|
lot no. 592 with a surface area of 168.20 m
2
|
•
|
lot no. 593 with a surface area of 171.20 m
2
|
•
|
lot no. 594 with a surface area of 191.30 m
2
|
•
|
lot no. 595 with a surface area of 254.30 m
2
|
•
|
lot no. 596 with a surface area of 435.00 m
2
|
•
|
lot no. 597 with a surface area of 235.50 m
2
|
•
|
lot no. 598 with a surface area of 213.50 m
2
|
•
|
lot no. 599 with a surface area of 182.80 m
2
|
•
|
lot no. 600 with a surface area of 248.70 m
2
|
•
|
lot no. 601 with a surface area of 296.30 m
2
|
•
|
lot no. 602 with a surface area of 194.20 m
2
|
•
|
lot no. 603 with a surface area of 173.30 m
2
|
•
|
lot no. 604 with a surface area of 260.70 m
2
|
•
|
lot no. 605 with a surface area of 211.40 m
2
|
•
|
lot no. 606 with a surface area of 202.70 m
2
|
•
|
lot no. 607 with a surface area of 144.90 m
2
|
•
|
Common areas: 292.80 m
2
|
•
|
lot no. 643B with a surface area of 130.35 m
2
|
•
|
lot no. 644 with a surface area of 211.40 m
2
|
•
|
lot no. 645 with a surface area of 202.70 m
2
|
•
|
lot no. 646 with a surface area of 144.90 m
2
|
•
|
lot no. 647 with a surface area of 278.60 m
2
|
•
|
lot no. 648 with a surface area of 451.90 m
2
|
•
|
Common areas: 227.60 m
2
|
•
|
the first 10,000 m
2
of the floors above ground level are rented at the rate of €120.85/ m
2/
p.a. excluding tax.
|
•
|
the remaining 3,374.21 m
2
on the floors above ground level and the 1,426.20 m
2
of basement space are rented at the rate of €60.43/m2/p.a. excluding tax.
|
1.
|
By March 31, 2014
(surface area of approximately 461.44 m
2
)
|
•
|
Lot no. 539 with a surface area of 180.40 m
2
|
•
|
Lot no. 540B with a surface area of 153.57 m
2
|
•
|
Lot no. 541B with a surface area of 75.18 m
2
|
•
|
Lot no. 542B with a surface area of 52.29 m
2
|
2.
|
By December 1, 2014
(surface area of approximately 695.42 m
2
)
|
•
|
Lot no. 549B with a surface area of 103.17 m
2
|
•
|
Lot no. 550B with a surface area of 134.95 m
2
|
•
|
Lot no. 551 with a surface area of 130.30 m
2
|
•
|
Lot no. 552 with a surface area of 130.30 m
2
|
•
|
Common areas with a surface area of 196.70 m
2
|
3.
|
By March 31, 2014
(surface area of approximately 461.44 m
2
)
|
•
|
lot no. 539 with a surface area of 180.40 m
2
|
•
|
lot no. 540B with a surface area of 153.57 m
2
|
•
|
lot no. 541B with a surface area of 75.18 m
2
|
•
|
lot no. 542B with a surface area of 52.29 m
2
|
4.
|
By December 1, 2014
(surface area of approximately 695.42 m
2
)
|
•
|
lot no. 549B with a surface area of 103.17 m
2
|
•
|
lot no. 550B with a surface area of 134.95 m
2
|
•
|
lot no. 551 with a surface area of 130.30 m
2
|
•
|
lot no. 552 with a surface area of 130.30 m
2
|
•
|
Common areas: 196.70 m
2
|
•
|
lot no. 482 with a surface area of 45.70 m
2
|
•
|
lot no. 483 with a surface area of 79.40 m
2
|
•
|
lot no. 486 with a surface area of 163.30 m
2
|
•
|
lot no. 494 with a surface area of 679.70 m
2
|
•
|
lot no. 495 with a surface area of 126.10 m
2
|
•
|
lot no. 496 with a surface area of 118.30 m
2
|
•
|
lot no. 497 with a surface area of 110.60 m
2
|
•
|
lot no. 498 with a surface area of 103.10 m
2
|
•
|
lot no. 562 with a surface area of 421.10 m
2
|
•
|
lot no. 563 with a surface area of 202.90 m
2
|
•
|
lot no. 564 with a surface area of 290.50 m
2
|
•
|
lot no. 565 with a surface area of 197.00 m
2
|
•
|
lot no. 566 with a surface area of 268.10 m
2
|
•
|
lot no. 567 with a surface area of 168.20 m
2
|
•
|
lot no. 568 with a surface area of 118.90 m
2
|
•
|
lot no. 569 with a surface area of 211.90 m
2
|
•
|
lot no. 570 with a surface area of 266.60 m
2
|
•
|
lot no. 571 with a surface area of 383.00 m
2
|
•
|
lot no. 572 with a surface area of 249.40 m
2
|
•
|
lot no. 573 with a surface area of 189.20 m
2
|
•
|
lot no. 574 with a surface area of 222.00 m
2
|
•
|
lot no. 575 with a surface area of 190.90 m
2
|
•
|
lot no. 576 with a surface area of 245.70 m
2
|
•
|
lot no. 577 with a surface area of 263.50 m
2
|
•
|
lot no. 578 with a surface area of 171.90 m
2
|
•
|
lot no. 579 with a surface area of 162.10 m
2
|
•
|
lot no. 580 with a surface area of 277.30 m
2
|
•
|
lot no. 581 with a surface area of 228.00 m
2
|
•
|
lot no. 582 with a surface area of 220.10 m
2
|
•
|
lot no. 583 with a surface area of 144.90 m
2
|
•
|
Common areas: 306.00 m
2
|
•
|
lot no. 587 with a surface area of 378.70 m
2
|
•
|
lot no. 588 with a surface area of 183.90 m
2
|
•
|
lot no. 589 with a surface area of 266.20 m
2
|
•
|
lot no. 590 with a surface area of 180.40 m
2
|
•
|
lot no. 591 with a surface area of 284.70 m
2
|
•
|
lot no. 592 with a surface area of 168.20 m
2
|
•
|
lot no. 593 with a surface area of 171.20 m
2
|
•
|
lot no. 594 with a surface area of 191.30 m
2
|
•
|
lot no. 595 with a surface area of 254.30 m
2
|
•
|
lot no. 596 with a surface area of 435.00 m
2
|
•
|
lot no. 597 with a surface area of 235.50 m
2
|
•
|
lot no. 598 with a surface area of 213.50 m
2
|
•
|
lot no. 599 with a surface area of 182.80 m
2
|
•
|
lot no. 600 with a surface area of 248.70 m
2
|
•
|
lot no. 601 with a surface area of 296.30 m
2
|
•
|
lot no. 602 with a surface area of 194.20 m
2
|
•
|
lot no. 603 with a surface area of 173.30 m
2
|
•
|
lot no. 604 with a surface area of 260.70 m
2
|
•
|
lot no. 605 with a surface area of 211.40 m
2
|
•
|
lot no. 606 with a surface area of 202.70 m
2
|
•
|
lot no. 607 with a surface area of 144.90 m
2
|
•
|
Common areas: 292.80 m
2
|
•
|
lot no. 643B with a surface area of 130.35 m
2
|
•
|
lot no. 644 with a surface area of 211.40 m
2
|
•
|
lot no. 645 with a surface area of 202.70 m
2
|
•
|
lot no. 646 with a surface area of 144.90 m
2
|
•
|
lot no. 647 with a surface area of 278.60 m
2
|
•
|
lot no. 648 with a surface area of 451.90 m
2
|
•
|
Common areas: 227.60 m
2
|
•
|
The Monegasque Limited Company “
COTY LANCASTER”,
represented by
Mr. Darryl MC CALL,
in the premises subject of these documents,
|
•
|
And, the Public Lands Administration, at its offices.
|
With no marginal notes
Nor deletions./
|
[stamp:] PRINCIPALITY OF MONACO
PUBLIC LANDS ADMINISTRATION
[signature:] [illegible]
|
The Government Adviser for
Finance and the Economy
[signature:] [illegible]
[stamp:] PRINCIPALITY OF MONACO
DEPARTMENT OF FINANCE AND ECONOMICS
|
The Minister of State
[signature:] Michel Roger
[stamp:] PRINCIPALITY OF MONACO
MINISTER OF STATE
|
PREAMBLE
|
1
|
|
|
|
|
1.
|
EMPLOYMENT, DESCRIPTION OF SCOPE
|
1
|
|
|
|
2.
|
ADDITIONAL RESPONSIBILITIES, DIRECTORSHIPS, OFFICES
|
2
|
|
|
|
3.
|
COMPENSATION
|
2
|
|
|
|
4.
|
BENEFITS
|
3
|
|
|
|
5.
|
TERMINATION
|
4
|
|
|
|
6.
|
INVENTIONS, INDUSTRIAL RIGHTS
|
5
|
|
|
|
7.
|
CODE OF BUSINESS CONDUCT, CONFIDENTIALITY
|
5
|
|
|
|
8.
|
COMPETITION RESTRICTIONS
|
6
|
|
|
|
9.
|
GENERAL
|
6
|
|
|
|
1.1
|
The Employee will be employed as Manager (“Directeur”) and in such quality he shall be subordinated to the Board of Directors of the Company to which he will regularly report. The Employee may also be requested, from time to time, to carry out special tasks in the framework of the operations of Coty, which request shall not affect his position as Manager of the Company which shall prevail over any other activities.
|
1.2
|
The Employee, in particular, shall act as Senior Vice President, Business Development, and as a member of Coty Executive Committee. Without prejudice of sect. 1.1 the Employee shall also report jointly to the Chief Financial Officer, Coty and to the Chief Executive Officer, Coty.
|
1.3
|
The Employee's authority to represent the Company is governed by the by-laws of the Company, as well as specific directions given to the Employee by the Company's Board, and by the Chief Executive Officer, Coty. The Company retains the right to appoint other representatives in addition to the Employee.
|
1.4
|
The Employee will coordinate his activities with the appropriate divisions, departments and companies within Coty, as designated by his business leader. The Employee may also be directed to report to members of Coty in addition to normal reporting lines existing within the Company.
|
1.5
|
The place of employment shall be chemin de la Papeterie 1, 1290 Versoix, Switzerland - provided, however, that within the normal course of his duties the Employee may be required to travel extensively and that the Employee may be required to relocate in accordance with the Company's needs and on a mutually agreed basis.
|
2.1
|
The Employee may, however, be requested by the Company to take additional responsibilities such as directorships on the Boards of Companies belonging to Coty. The Employee agrees to accept such additional responsibilities without additional compensation except for nominal compensation as may be required under local laws. Those additional responsibilities, however, will not affect or alter his position as Manager of the Company (as set in sect. 1.1) which is prevalent.
|
2.2
|
Coty may, without an obligation to do so, offer or encourage the Employee to accept a position in an outside organization such as an industrial association. In such case, the Employee will represent the interests of Coty within that company or organization in addition to his obligations under the present Employment Agreement. The Employee agrees to accept such additional responsibilities without additional compensation except for nominal compensation as may be required under local laws. Those additional responsibilities, however, will not affect or alter his position as Manager of the Company (as set in sect. 1.1) which is prevalent.
|
2.3
|
In performing his duties as a director or representative, the Employee will report to Coty or such person as Coty may direct.
|
2.4
|
Unless provided otherwise in writing, the Employee shall be obliged to and hereby agrees to resign from any and all directorships, other offices or positions which he held with respect to or on behalf of any Coty Group company (as outlined in paragraph 2.2 above) whenever so directed by the Company and/or Coty, and immediately upon termination of the employment, and the Employee hereby waives any right of compensation or retention in connection with such directorship, other offices or positions.
|
2.5
|
The Employee shall devote all of his working hours and efforts to the Company’s business and shall not, without the prior written approval of the Company and Coty Chief Executive Officer:
|
3.1
|
The Employee shall receive a basic annual gross salary of CHF 500’000 (five hundred thousand Swiss francs) which shall be payable in 13 installments according to the Company’s local payroll practice and subject to the deduction of statutory charges, such as tax, social security, and health insurance (where applicable). The annual gross salary includes a participation to the Employee representation costs.
|
3.2
|
In addition to annual base salary the Employee shall be part of the Coty Annual Performance Plan ("APP") with a Target Award at 50 % of Employee's basic gross annual salary. Details of the APP shall be communicated in separate documents.
|
4.1
|
The Employee participates in the Swiss Company Pension Plan. Information regarding the Swiss Company Pension Plan will be provided to the Employee.
|
4.2
|
The Employee will participate in such of the Company's Social Welfare Programs (health, life, disability) in the same manner and to the same extent as other employees similarly situated.
|
4.3
|
The Employee shall be entitled to an annual vacation of 25 work days (work days being defined as the regular office work days of the Company) and three floating days. Any vacation days which are not taken before the end of June of the following year, regardless of reason not taken, shall be forfeited without compensation.
|
4.4
|
The Employee is entitled to a company car in accordance with the Company's local policies. The Employee may alternatively elect to receive a cash allowance. To the extent that the Employee is entitled to use the company car for private purposes or to the extent required under local law the use of the company car may be subject to taxes payable by the Employee. In particular, the amount corresponding to the Employee’s right to use the company car for private purposes shall be included in the yearly salary certificate. The company car must be returned to the Company without delay upon termination of the Employee's work duties or upon specific request of the Company.
|
5.1
|
This employment agreement will terminate automatically at the latest and without any notice at the end of the month during which the Employee shall have reached the legal age of retirement as per Swiss law
|
5.2
|
Either party may terminate this Agreement with three-month written notice to the other party. Should the Company terminate the employment without cause, with the exception of a transfer of the Employee to another direct or indirect affiliate or sister company of Coty, the Company shall pay the Employee, in exchange of a full release and settlement, a severance amounting to nine months base salary, inclusive of any amounts due under the applicable labor laws and collective agreements and subject to all applicable withholdings.
|
5.3
|
The Company may terminate this Agreement without notice period immediately and without liability for compensation or damages if the Employee commits a material or persistent breach of any of the provisions of this Agreement or is guilty of any grave misconduct or willful neglect in the discharge of his duties, thereby breaking the Company’s trust in the Employee.
|
5.4
|
The Company shall also have the right to dismiss the Employee with immediate effect if he has willfully grossly and continuously neglected his obligations to the Company or for any other just cause (justes motifs) under applicable law. In that case the Employee shall be no longer entitled to any indemnity and compensation unless explicitly set forth by mandatory provisions of law.
|
5.5
|
Upon terminating his employment for any reason or whenever so directed by the Company or Coty, the Employee will return all work materials and any other material or property in any form, electronic or otherwise belonging to the Company or any company in the Coty Group, which is in the Employees’ possession, custody or control. In particular, the Employee shall not keep any documents, papers, drawings, plans, diskettes, tapes, data, manuals, forms, notes, tables, calculations, reports, or other items which Employee has received, or in or on which Employee has stored or recorded Company or Coty data or information, in the course of his employment as well as all copies and any material into which any of the foregoing has been incorporated and any other Company or Coty property which may be in his possession or control, to the Company or to such entity as Coty may direct, without right of retention. The Employee shall also provide to the Company at the latest upon termination of employment a list of all passwords and other codes used by the Employee in the IT-system of the Company.
|
5.6
|
The Employee hereby waives as of now any claim for further amounts of money under any title (including but not limited to any claim for damages and indemnities of whatever nature) not explicitly mentioned above; such waiver does not affect any amount of money owed to him as already accrued compensation in accordance with clause 3 above.
|
5.7
|
Notwithstanding the notice period, the Company shall have the right to relieve the Employee from his responsibilities and access to the workplace and to work facilities by putting the Employee on leave during the entire notice period or part thereof. In such event, the Employee’s rights and obligations under this Contract shall nonetheless remain in force and he shall consequently observe all provisions of this Contract including those relating to confidentiality, competition restriction etc. Also in this case the Employee shall remain bound to all duties under this Agreement including those relating to confidentiality, competition restriction, etc.
|
5.8
|
The Employee agrees that the Company may set off against any claim the Employee may have against the Company any claim that the Company may have against the Employee, for which payment is due, to the extent allowed under applicable law.
|
6.1
|
The Employee shall disclose promptly to the Company any invention, patentable or otherwise, which during the term of employment and within one (1) year thereafter previously has been or may be hereafter conceived, developed or perfected by the Employee, either alone or jointly with another or others, and either during or outside employment, and which pertains to any activity, business, process, equipment, material, product, system or service, in which the Company has any direct or indirect interest whatsoever.
|
6.2
|
All right, title and interest in and to such inventions shall belong to the company which has employed the Employee at the time the invention was made, unless statutory local law provides otherwise. To the extent that statutory law applicable to such inventions provides for mandatory compensation, the Company and Coty are entitled to consider the payment of such separate compensation in determining the Employee's share in any bonus scheme, such as the Coty Long-Term Incentive Plan or the Coty APP.
|
6.3
|
The provisions of the preceding paragraph shall apply similarly to any other industrial or intellectual property rights which the Employee creates as part of his employment with any entity of Coty. Local laws notwithstanding, the Employee will offer the exclusive right to use the invention and/or right to Coty. The Employee will reasonably cooperate with any Coty entity in any filings it makes regarding such inventions and/or rights.
|
6.4
|
The right to use any software or other computer programs prepared or amended by the Employee shall be transferred exclusively to the Company. The right to use shall be unlimited and includes the right to reproduce, amend or change the software or to transfer such rights to third parties. Compensation for the transfer of these rights shall be included in and covered by the Employee's base salary. The Employee expressly waives any right to receive the original or copies, including author's copies, of such software or programs.
|
6.5
|
The provisions of this article shall survive the term of this Agreement and shall be binding upon the Employee's executors, administrators or assigns, unless waived in writing by the Company or Coty.
|
7.1
|
The Employee will comply with Coty Code of Business Conduct, a copy of which has been provided to the Employee.
|
7.2
|
The Employee shall not disclose, directly or indirectly, during or any time following employment, to others or use for Employee's own benefit or for the benefit of others, and agrees to keep strictly confidential all information concerning the Company or any other entity within Coty unless such use or disclosure has been approved in advance and in writing by the Company or Coty.
|
7.3
|
If the Employee contravenes section 7, any relevant Coty Group company injured by the breach shall be entitled to compensation for damages including loss of profits (gains manqués) arising from such breach from the Employee in accordance with the applicable law, in addition to any other damages and remedies available at law. Any Coty Group Company injured by such conduct may bring an action to enforce such remedies on its own behalf.
|
8.1
|
As the Employee will know all the clients and business secrets of the Company, during the term of the employment and for one (1) year after the termination of the employment, for whatever the cause, the Employee may not, directly or indirectly, engage in or conduct any business or services in competition with the Company or Coty, including accept employment with or acquiring any material participating interest in any company or legal entity conducting such a competing business.
|
8.2
|
During the term of the employment and for one (1) year after the termination of the employment the Employee also agrees that he may not, directly or indirectly, for his own or any other person’s benefit solicit or encourage one or more of the Company’s or Coty Group’s customers or prospective customers or suppliers with whom the Employee has had material dealings within the 24 months prior to termination of employment, to cease business with the Company or with Coty, or, entirely or partly, transfer their custom to a business which is in competition with the Company or with Coty.
|
8.3
|
Furthermore, the Employee may not during the term of the employment and for one (1) year after the termination of the employment, directly or indirectly, encourage one or more of the Company’s or Coty’s employees with whom he has had material dealings within the 24 months prior to termination of employment to leave their employment with the Company or Coty.
|
8.4
|
In the event of any single breach of this non-competition and non-solicitation clause or of the confidentiality clause of article 7 above, the Employee shall pay to the Company a penalty of CHF 100’000 per occurrence. Furthermore, the Company shall have the right to be fully indemnified and held harmless for all losses exceeding the amount of the penalty. The payment of the penalty shall in no way relieve the Employee from his non-competition, non-solicitation and confidentiality obligations.
|
8.5
|
In addition, the Company shall have the right to request the immediate discontinuation or to prevent any repetition of a breach by the Employee of the present non-competition and non-solicitation clause or of the confidentiality obligation stated in article 7 above by means of an injunction in accordance with article 340 lit b paragraph 3 of the Swiss Code of Obligations or of any other appropriate legal remedies.
|
8.6
|
These competition restrictions shall be valid and apply for any country where the Employee has conducted directly or indirectly business at any time during the two years immediately preceding the end of the employment contract.
|
9.1
|
This Agreement relates only to the Employee's employment with the Company. Nothing within this Agreement shall be construed as to constitute an Employment Agreement with Coty or any of its entities, other than the Company.
|
9.2
|
The provisions of this Agreement shall be subject to the laws of Switzerland
|
9.3
|
Any grievance relating to employment should be referred to Employee's Department Head.
|
9.4
|
This Agreement is made in the English language which the Employee perfectly understands along with a French translation to which both parties have agreed in the event that the French language version might be required for any official purpose. Should a discrepancy exist between the English and the French versions, the English version shall prevail for all official purpose.
|
/s/REBECA PASCUAL
|
|
/S/GERAUD-MARIE LACASSAGNE
|
Rebeca Pascual
|
|
Géraud-Marie Lacassagne
|
Human Resources Director
|
|
Senior Vice President, Human Resources
|
Coty Genève SA
|
|
Coty Inc.
|
|
|
|
|
|
|
|
|
|
/s/CATIA CESARI
|
|
|
Catia Cesari
|
|
|
The Employee
|
|
|
|
|
|
PREAMBLE
|
1
|
|
|
1.
|
EMPLOYMENT, DESCRIPTION OF SCOPE
|
1
|
|
2.
|
ADDITIONAL RESPONSIBILITIES , DIRECTORSHIPS, OFFICES
|
2
|
|
3.
|
COMPENSATION
|
2
|
|
4.
|
BENEFITS
|
3
|
|
5.
|
TERMINATION
|
4
|
|
6.
|
INVENTIONS, INDUSTRIAL RIGHTS
|
5
|
|
7.
|
CODE OF BUSINESS CONDUCT, CONFIDENTIALITY
|
5
|
|
8.
|
COMPETITION RESTRICTIONS
|
6
|
|
9.
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GENERAL
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6
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1
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[initials]
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[initials]
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[initials]
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1.1
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The Employee will be employed as Manager ("Directeur") and in such quality he shall be subordinated to the Board of Directors of the Company to which he will regularly report. The Employee may also be requested, from time to time, to carry out special tasks in the framework of the operations of Coty, which request shall not affect his position as Manager of the Company which shall prevail over any other activities.
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1.2
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The Employee, in particular, shall act as Executive Vice President, Supply Chain, and as a member of Coty Executive Committee. Without prejudice of sect. 1.1 the Employee shall also report to the Chief Executive Officer, Coty.
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1.3
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The Employee's authority to represent the Company is governed by the by-laws of the Company, as well as specific directions given to the Employee by the Company's Board, and by the Chief Executive Officer, Coty. The Company retains the right to appoint other representatives in addition to the Employee.
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1.4
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The Employee will coordinate his activities with the appropriate divisions, departments and companies within Coty, as designated by his business leader. The Employee may also be directed to report to members of Coty in addition to normal reporting lines existing within the Company.
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1 .5
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The place of employment shall be chemin de 1a Papeterie 1, 1290 Versoix, Switzerland - provided, however, that within the normal course of his duties the Employee may be required to travel extensively and that the
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1
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[initials]
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[initials]
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[initials]
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2.1
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The Employee may, however, be requested by the Company to take additional responsibilities such as directorships on the Boards of Companies belonging to Coty. The Employee agrees to accept such additional responsibilities without additional compensation except for nominal compensation as may be required under local laws. Those additional responsibilities, however, will not affect or alter his position as Manager of the Company (as set in sect. 1.1) which is prevalent.
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2.2
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Coty may, without an obligation to do so, offer or encourage the Employee to accept a position in an outside organization such as an industrial association. In such case, the Employee will represent the interests of Coty within that company or organization in addition to his obligations under the present Employment Agreement. The Employee agrees to accept such additional responsibilities without additional compensation except for nominal compensation as may be required under local laws. Those additional responsibilities, however, will not affect or alter his position as Manager of the Company (as set in sect. 1.1) which is prevalent.
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2.3
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In performing his duties as a director or representative, the Employee will report to Coty or such person as Coty may direct.
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2.4
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Unless provided otherwise in writing, the Employee shall be obliged to and hereby agrees to resign from any and all direct9rships, other offices or positions which he held with respect to or on behalf of any Coty Group company (as outlined in paragraph 2.2 above) whenever so directed by the Company and/or Coty, and immediately upon termination of the employment, and the Employee hereby waives any right of compensation or retention in connection with such directorship, other offices or positions.
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2.5
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The Employee shall devote all of his working hours and efforts to the Company's business and shall not, without the prior written approval of the Company and Coty Chief Executive Officer:
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3
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Compensation
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3.1
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The Employee shall receive a basic annual gross salary of CHF 590' 000 (five hundred thousand and ninety Swiss francs) which shall be payable in 13 installments according to the Company's local payroll practice and
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2
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[initials]
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[initials]
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[initials]
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3.2
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In addition to annual base salary the Employee shall be part of the Coty Annual Performance Plan ("APP") with a Target Award at 60 % of Employee's basic gross annual salary. Details of the APP shall be communicated in separate documents.
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4.1
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The Employee participates in the Swiss Company Pension Plan. Information regarding the Swiss Company Pension Plan will be provided to the Employee.
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4.2
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The Employee will participate in such of the Company’s Social Welfare Programs (health, life, disability) in the same manner and to the same extent as other employees similarly situated.
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4.3
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The Employee shall be entitled to an annual vacation of 25 work days (work days being defined as the regular office work days of the Company) and three floating days. Any vacation days which are not taken before
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3
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[initials]
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[initials]
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[initials]
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4.4
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The Employee is entitled to a company car in accordance with the Company's local policies. The Employee may alternatively elect to receive a cash allowance. To the extent that the Employee is entitled to use the company car for private purposes or to the extent required under local law the use of the company car may be subject to taxes payable by the Employee. In particular, the amount corresponding to the Employee's right to use the company car for private purposes shall be included in the yearly salary certificate. The company car must be returned to the Company without delay upon termination of the Employee's work duties or upon specific request of the Company.
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5.1
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This employment agreement will terminate automatically at the latest and without any notice at the end of the month during which the Employee shall have reached the legal age of retirement as per Swiss law.
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5.2
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Either party may terminate this Agreement with three-month written notice to the other party. Should the Company terminate the employment without cause, with the exception of a transfer of the Employee to another direct or indirect affiliate or sister company of Coty, the Company shall pay the Employee, in addition to the notice period and in exchange of a full release and settlement, a severance amounting to nine months base salary, inclusive of any amounts due under the applicable labor laws and collective agreements and subject to all applicable withholdings.
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5.3
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The Company may terminate this Agreement without notice period immediately and without liability for compensation or damages if the Employee commits a material or persistent breach of any of the provisions of this Agreement or is guilty of any grave misconduct or willful neglect in the discharge of his duties, thereby breaking the Company's trust in the Employee.
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5.4
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The Company shall also have the right to dismiss the Employee with immediate effect if he has willfully grossly and continuously neglected
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4
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[initials]
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[initials]
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[initials]
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5.5
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Upon terminating his employment for any reason or whenever so directed by the Company or Coty, the Employee will return all work materials and any other material or property in any form, electronic or otherwise belonging to the Company or any company in the Coty Group, which is in the Employees' possession, custody or control . In particular, the Employee shall not keep any documents, papers, drawings, plans, diskettes, tapes, data, manuals, forms, notes, tables, calculations, reports, or other items which Employee has received, or in or on which Employee has stored or recorded Company or Coty data or information, in the course of his employment as well as all copies and any material into which any of the foregoing has been incorporated and any other Company or Coty property which may be in his possession or control, to the Company or to such entity as Coty may direct, without right of retention. The Employee shall also provide to the Company at the latest upon termination of employment a list of all passwords and other codes used by the Employee in the IT-system of the Company.
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5.6
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The Employee hereby waives as of now any claim for further amounts of money under any title (including but not limited to any claim for damages and indemnities of whatever nature) not explicitly mentioned above; such waiver does not affect any amount of money owed to him as already accrued compensation in accordance with clause 3 above.
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5.7
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Notwithstanding the notice period, the Company shall have the right to relieve the Employee from his responsibilities and access to the workplace and to work facilities by putting the Employee on leave during the entire notice period or part thereof. In such event, the Employee's rights and obligations under this Contract shall nonetheless remain in force and he shall consequently observe all provisions of this Contract including those relating to confidentiality, competition restriction etc. Also in this case the Employee shall remain bound to all duties under this Agreement including those relating to confidentiality, competition restriction, etc.
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5.8
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The Employee agrees that the Company may set off against any claim the Employee may have against the Company any claim that the Company may have against the Employee, for which payment is due, to the extent allowed under applicable law.
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6.1
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The Employee shall disclose promptly to the Company any invention, patentable or otherwise, which during the term of employment and within one (1) year thereafter previously has been or may be hereafter conceived, developed or perfected by the Employee, either alone or jointly with another or others, and either during or outside employment, and which pertains to any activity, business, process, equipment, material, product, system or service, in which the Company has any direct or indirect interest whatsoever.
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6.2
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All right, title and interest in and to such inventions shall belong to the company which has employed the Employee at the time the invention was
made, unless statutory local law provides otherwise. To the extent that statutory law applicable to such inventions provides for mandatory compensation, the Company and Coty are entitled to consider the payment
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5
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[initials]
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[initials]
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[initials]
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6.3
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The provisions of the preceding paragraph shall apply similarly to any other industrial or intellectual property rights which the Employee creates as part of his employment with any entity of Coty. Local laws notwithstanding, the Employee will offer the exclusive right to use the invention and/or right to Coty. The Employee will reasonably cooperate with any Coty entity in any filings it makes regarding such inventions and/or rights.
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6.4
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The right to use any software or other computer programs prepared or amended by the Employee shall be transferred exclusively to the Company. The right to use shall be unlimited and includes the right to reproduce, amend or change the software or to transfer such rights to third parties. Compensation for the transfer of these rights shall be included in and covered by the Employee's base salary. The Employee expressly waives any right to receive the original or copies, including author's copies, of such software or programs.
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6. 5
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The provisions of this article shall survive the term of this Agreement and shall be binding upon the Employee's executors, administrators or assigns, unless waived in writing by the Company or Coty.
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7.1
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The Employee will comply with Coty Code of Business Conduct, a copy of which has been provided to the Employee.
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7. 2
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The Employee shall not disclose, directly or indirectly, during or any time following employment, to others or use for Employee's own benefit or for the benefit of others, and agrees to keep strictly confidential all information concerning the Company or any other entity within Coty unless such use or disclosure has been approved in advance and in writing by the Company or Coty.
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7.3
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If the Employee contravenes section 7, any relevant Coty Group company injured by the breach shall be entitled to compensation for damages including loss of profits
(gains manqués)
arising from such breach from the Employee in accordance with the applicable law, in addition to any other damages and remedies available at law. Any Coty Group Company injured by such conduct may bring an action to enforce such remedies on its own behalf.
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8.1
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As the Employee will know all the clients and business secrets of the Company, during the term of the employment and for one (1) year after the termination of the employment, for whatever the cause, the Employee may not, directly or indirectly, engage in or conduct any business or
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6
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[initials]
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[initials]
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[initials]
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8.2
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During the term of the employment and for one (1) year after the termination of the employment the Employee also agrees that he may not, directly or indirectly, for his own or any other person's benefit solicit or encourage one or more of the Company's or Coty Group's customers or prospective customers or suppliers with whom the Employee has had material dealings within the 24 months prior to termination of employment , to cease business with the Company or with Coty, or, entirely or partly, transfer their custom to a business which is in competition with the Company or with Coty.
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8.3
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Furthermore, the Employee may not during the term of the employment and for one (1) year after the termination of the employment, directly or indirectly, encourage one or more of the Company’s or Coty's employees with whom he has had material dealings within the 24 months prior to termination of employment to 1eave their employment with the Company or Coty.
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8. 4
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In the event of any single breach of this non-competition and non-solicitation clause or of the confidentiality clause or of article 7 above, the Employee shall pay to the Company a penalty of CHF 100’000 per occurrence. Furthermore, the Company shall have the right to be fully indemnified and. held harmless for all losses exceeding the amount of the penalty. The payment of the penalty shall in no way relieve t:he Employee from his non-competition, non-solicitation and confidentiality obligations.
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8.5
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In addition, the Company shall have the right to request the immediate discontinuation or to prevent any repetition of a breach by the Employee of the present non-competition and non-solicitation clause or of the confidentiality obligation stated in article 7 above by means of an injunction in accordance with article 340 lit b paragraph 3 of the Swiss Code of Obligations or of any other appropriate legal remedies..
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8.6
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These competition restrictions shall be valid and apply for any country where the Employee has conducted directly or indirectly business at any time during the two years immediately preceding the end of the employment contract.
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9.1
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This Agreement relates only to the Employee's employment with the Company. Nothing within this Agreement shall be construed as to constitute an Employment Agreement with Coty or any of its entities, other than the Company.
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7
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[initials]
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[initials]
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[initials]
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9.2
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The provisions of this Agreement shall be subject to the laws of Switzerland.
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9.3
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Any grievance relating to employment should be referred to Employee's Department Head.
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9.4
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This Agreement is made in the English language which the Employee perfectly understands along with a French translation to which both parties have agreed in the event that the French language version might be required for any official purpose. Should a discrepancy exist between the English and the French versions, the English version shall prevail for all official purpose.
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/s/Rebeca Pascual
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/s/Géraud-Marie Lacassagne
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Rebeca Pascual
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Géraud-Marie Lacassagne
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Human Resources Director
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Senior Vice President, Human Resources
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Coty Genève SA
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Coty Inc.
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/s/Mario Pereira Reis
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Mario Pereira Reis
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The Employee
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8
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[initials]
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1.
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Effective Date
. This Agreement will be effective beginning on the date you have executed the Agreement and delivered it to the Company and it has become irrevocable pursuant to paragraph 21 (the “
Effective Date
”).
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2.
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Separation Date
. Your employment with the Company will terminate on June 30, 2015 (your “
Scheduled Retirement Date
”) or such earlier date on which your employment ends pursuant to paragraph 4 below. The date your employment with the Company actually terminates is referred to in this Agreement as the “
Separation Date
.”
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3.
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During Employment
.
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(a)
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At-Will Employment
. Notwithstanding anything to the contrary in this Agreement, your employment with the Company remains “at will,” which means that you or the Company may terminate this Agreement and your employment at any time, for any reason or no reason, with or without notice.
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(b)
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Title and Duties
. Until the Separation Date, you shall continue to be the Company’s Senior Vice President, Chief Scientific Officer and a member of the Company’s Executive Committee and shall report to the Chief Executive Officer (“
CEO
”).
You shall perform all duties customarily associated with such office and, in particular, you will work with the President – Categories to lead the integration of the R&D function within the One Coty organizational design and assist in the identification of your successor. From January 1, 2015 through your Separation Date you will focus more of your time and attention on the identification of your successor and, once identified, the transition of your role to your designated successor.
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(c)
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Salary
. The Company shall continue paying you a base salary at the rate of $437,100.00 per year, plus any merit increase awarded in October 2014 (in
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(d)
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Benefits
. You will continue to be eligible to participate in the Company’s medical and dental plans for active employees, on the same cost-sharing basis through your Separation Date. You will continue to be deemed a regular employee of the Company throughout your period of employment under this Agreement for purposes of your eligibility to participate in the Company’s other benefit plans, including the 401k Plan and the Coty Long Term Incentive Program (“
LTIP
”). Your rights under such plans will be determined in accordance with their terms.
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(e)
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Vacation
. You will continue to accrue vacation time through your Separation Date.
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4.
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Separation Before Scheduled Retirement Date
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(a)
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Termination of Employment for Cause
. If you resign from the Company before your Scheduled Retirement Date, or if the Company terminates your employment before your Scheduled Retirement Date for Cause, you will not be entitled to any compensation or benefits thereafter other than your Accrued Benefits. For purposes of this Agreement, (x) “
Cause
” has the meaning given that term under the LTIP, and (y) your “
Accrued Benefits
” means (i) your accrued but unpaid salary as of the Separation Date, (ii) payment of any accrued but unused vacation time, (iii) any unreimbursed documented business expenses for which you are entitled to reimbursement under the Company’s business expense policy, and (iv) any amounts or benefits to which you are entitled as of the Separation Date under the terms of any Company benefit plans in which you participate, including the LTIP.
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(b)
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Termination Without Cause
. If the Company terminates your employment without Cause before the Scheduled Retirement Date, (i) you will receive your Accrued Benefits, (ii) you will continue to receive your Base Salary through your Scheduled Retirement Date, (iii) you will receive the FY14 APP Bonus (as defined below), and (iv) you will receive the compensation and benefits outlined in paragraph 6, below; provided the Release Certificate (as defined below) is executed and not revoked.
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(c)
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Death or Disability
. If your employment with the Company terminates before the Scheduled Retirement Date by reason of your death or Disability (as defined in the LTIP), you or your estate will be entitled to (i) your Accrued Benefits, and (ii) the FY14 APP Bonus.
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5.
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Compensation and Benefits After Scheduled Retirement Date
.
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(a)
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Accrued Benefits
. You will be entitled to your Accrued Benefits through the Scheduled Retirement Date.
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(b)
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FY14 APP Bonus
. You will be eligible to earn for the fiscal year ending June 30, 2014 (“
FY14
”) a bonus (“
FY14 APP Bonus
”) under the Coty Inc. Annual Performance Plan (“
APP Plan
”) based on the Company’s financial performance and your personal performance objectives for FY14, as previously set by the Company. The evaluation of your personal performance objectives is at the sole discretion of the Company, in accordance with prior evaluation criteria. The FY14 APP Bonus will be paid at the same time and be subject to the same plan guidelines as for active employees.
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(c)
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Medical and Dental Coverage
. After the Scheduled Retirement Date you will be eligible to receive Retiree Medical benefits under Coty’s post-retirement medical benefits plan. You will receive general information about such Retiree Medical benefits as well as your right to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“
COBRA
”). In the event that you timely elect Retiree Medical or COBRA continuation coverage you shall be solely responsible for your portion of any group medical and dental insurance premiums, including all administrative charges.
For purposes of determining the duration of such COBRA coverage, your COBRA coverage will be deemed to commence on the day after the Retirement Date.
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6.
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Conditional Compensation and Benefits
. Provided that (i) you remain continuously employed by the Company through the earlier of (x) your Scheduled Retirement Date or (y) your termination of employment by the Company for any reason other than by your resignation or for Cause, and (ii) you execute during the 10-day period immediately following your Separation Date, and do not timely revoke, the release certificate in the form attached hereto as Attachment A (the “
Release Certificate
”), the Company will provide you with the following compensation and benefits (the “
Conditional Compensation and Benefits
”):
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(a)
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Retirement Treatment
. You shall, on July 1, 2015, be considered eligible to receive “Retirement” treatment under the LTIP, as defined by Section 2.39 of the LTIP (as amended April 8, 2013).
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(b)
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FY15 Bonus
. Provided you remain employed through June 30, 2015, you will be eligible to earn for the fiscal year ending June 30, 2015 (“
FY15
”) a bonus under the APP Plan (“
FY15 Bonus
”). If your employment terminates prior to June 30, 2015, the FY15 Bonus shall be prorated for the time you were employed. The FY15 Bonus will calculated in the same manner as the FY14 APP Bonus. The FY15
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(c)
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Partial Waiver of Noncompetition and Non-Solicitation
: The Company shall waive one year of your two year noncompetition and non-solicitation restrictions pursuant to the Coty Inc. Confidentiality, Invention & Noncompetition Agreement, between you and Coty Inc. dated May 29, 1998 (the “
Confidentiality & Noncompetition Agreement
”).
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(d)
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Company Car
. The Company shall contribute up to $40,000.00 towards the purchase of your current company car within sixty (60) days of the Separation Date.
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7.
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Confidentiality & Noncompetition Agreement
. The Company shall enforce the noncompetition and non-solicitation restrictions under the Confidentiality & Noncompetition Agreement for a period of one (1) year from your Scheduled Retirement Date (“
Non-Compete Period
”). During such Non-Compete Period, the Company shall pay you your Base Salary in accordance with its regular payroll practices.
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8.
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Deductions and Withholdings
.
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(a)
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Except as otherwise expressly provided in this Agreement or in any Company benefit plan applicable to you, all amounts payable under this Agreement shall be paid in accordance with the Company’s ordinary payroll practices less such deductions and income and payroll tax withholding as may be required under applicable law. Any property, benefits and perquisites provided to you under this Agreement shall be taxable to you as provided by law.
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(b)
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In the event of the termination of your employment for any reason, the Company reserves the right, to the extent permitted by law and in addition to any other remedy the Company may have, to deduct from any monies that are otherwise payable to you and that do not constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“
Section 409A
”) all monies you may owe to the Company at the time of or subsequent to the termination of your employment with the Company (including, without limitation, any negative vacation balance). To the extent any law requires an employee’s consent to the offset provided in this Section 17.2 and permits such consent to be obtained in advance, this Agreement shall be deemed to provide the required consent.
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9.
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Section 409A
.
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(a)
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In General
. All payments and benefits under this Agreement are intended either to be exempt from, or to comply with, the requirements of Section 409A, and this Agreement shall be interpreted and administered in a manner consistent with such intent.
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(b)
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Separation from Service
. References in this Agreement to “termination of employment” and similar terms shall mean a “separation from service” as determined under Section 409A. A separation from service shall be deemed to occur if it is anticipated that the level of services you will perform after a certain date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of services provided by you in the immediately preceding thirty six (36) months.
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(c)
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Payments Contingent on General Release
. If the timing of your execution of a General Release could (but for this Section 9) affect whether an amount that is subject to Section 409A is paid in the taxable year of termination or is instead paid in the next succeeding year (the “
Second Year
”), then payment of such amount shall be made no earlier than January 1 of the Second Year.
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(d)
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Six-Month Delay
. If you are a “specified employee” as defined in Section 409A at the time of your termination of employment, no amount that is subject to Section 409A and that becomes payable by reason of your termination of employment shall be paid before the expiration of the 6-month period beginning on your termination of employment, or, if earlier, your death.
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(e)
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Reimbursement of Expenses or In-Kind Benefits
. Reimbursements of expenses and in-kind benefits shall be treated as follows: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A; (ii) any reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.
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(f)
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Amendment
. The Company may, without your consent, amend any provision of this Agreement to the extent that, in the reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any tax, interest or penalties pursuant to Section 409A. Any such amendment shall maintain, at a minimum, the original economic benefit to you of the applicable provision.
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10.
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Company Property
.
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(a)
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In General
. You agree that all patents, patentable inventions, copyrights, trade secret rights, trademark rights and associated goodwill, rights in know-how, and all other intellectual property rights, as well as all their physical and intangible embodiments, that are conceived, discovered, developed, created or reduced to practice by you, solely or in collaboration with others, during the period of your employment with the Company and that relate in any manner to the business of the Company that you may be directed to undertake, investigate or experiment with or that you may become associated with in performing services for the Company or for Coty (collectively, “
Intellectual Property
”) are the sole property of the Company. The Company and you expressly agree that each copyrightable work created in whole or part by you at the direction of the Company or relating to the business of the Company shall be considered a "work made for hire" to the maximum extent allowed by law, and that Company shall be considered the "author" of each such work, as those terms are defined in the Copyright Act 17 U.S.C. §101, et seq. At the Company's request or in the event any Intellectual Property is deemed for any reason to be owned by you, you also agree to assign (or cause to be assigned) and hereby assign fully to the Company all such Intellectual Property.
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(b)
|
Further Assurances
. You agree to assist the Company or its designee, at the Company’s expense, in every lawful way to secure, document and record the Company’s rights in Intellectual Property, including the disclosure to the Company of all pertinent information and data with respect to all Intellectual Property, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to all Intellectual Property. You also agree that your obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement. You further agree not to assert or make a claim of ownership of any Intellectual Property, and that you will not file any applications for patents or copyright or trademark registration relating to any Intellectual Property.
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(c)
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Pre-Existing Materials
. You agree that if in the course of performing services for the Company, you incorporated into or in any way used in creating Intellectual Property any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by you or in which you have an interest, (i) you will inform the Company, in writing, and (ii) you hereby grant the Company a nonexclusive, royalty-free, perpetual,
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(d)
|
Certification
.
You hereby certify that all Intellectual Property has been disclosed to and assigned to the Company.
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11.
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Nondisclosure
. Except with prior written permission from the Company’s General Counsel, you agree not to disclose the terms and conditions of this Agreement to anyone except (i) as reasonably necessary to enforce this Agreement; (ii) to your attorneys and tax consultants; (iii) to your spouse; (iv) to any government or self-regulatory agency; or (v) pursuant to compulsory legal process or a court order.
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12.
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Nondisparagement; Public Announcement
.
|
(a)
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Both the Company and you agree to take no action or make any statement in any form that is intended, or would reasonably be expected, to harm or disparage or impair the reputation of the other.
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(b)
|
You and the Company will jointly prepare and issue a public announcement regarding your departure, and you agree not to issue a different public announcement without prior Company consent.
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13.
|
Resignation from Positions
. As of the Separation Date you will be deemed to have resigned from all officer and director positions that you may have held with the Company or its affiliates (collectively, “
Coty
”). If for any reason this paragraph 13 is deemed insufficient to effect any such resignation, you hereby authorize the Secretary or any Assistant Secretary of the Company to execute such documents or instruments as may be deemed reasonably necessary or desirable to effect such resignation, and to act as your attorney-in-fact solely for the purpose of so effecting such resignation.
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14.
|
Additional Terms
.
|
(a)
|
You agree that except as otherwise provided in this Agreement you are not entitled to any additional compensation, payments, or benefits from Coty,
including under any offer letter, previous
employment agreement or under the laws of any other country, and that no representations or promises to the contrary have been made to you.
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(b)
|
The Company shall not object to any application for unemployment benefits by you. Nothing in this Agreement shall be construed to limit your ability to make any lawful application for unemployment benefits.
|
(c)
|
Upon terminating your employment for any reason or whenever so directed by the Company, you shall return any documents, papers, drawings, plans, diskettes, tapes, data, manuals, forms, notes, tables, calculations, reports, or other items which you have received, or in or on which you have stored or recorded Coty data or information, in the course of your employment as well as all copies and any material into which any of the foregoing has been incorporated and any other Coty property which may be in your possession or control, to the Company or to such entity as Coty may direct, without right of retention.
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15.
|
General Release
.
|
(a)
|
For purposes of this Agreement:
|
(i)
|
“
Released Parties
” means the Company, its past and present direct and indirect affiliates, predecessors, successors, and assigns, their respective past and present officers, directors, employees, attorneys, representatives, and agents, whether acting as agents or in their individual capacities, and any Company or other applicable retirement or welfare plans (and their respective plan administrators, fiduciaries, trustees, and insurers).
|
(ii)
|
“
Releasing Parties
” means you and your heirs, beneficiaries, trustees, administrators, executors, assigns, and legal representatives.
|
(b)
|
In consideration of the agreements of the Company in this Agreement, and with the intention of binding the Releasing Parties, you hereby release, waive, forever discharge the Released Parties from, and acknowledge full accord and satisfaction of, all Claims against the Released Parties that you now have or may have in the future. As used in this Agreement, “
Claims
” means claims of any kind under any legal or equitable theory, whether known or unknown, and whether asserted or unasserted, by reason of any act, omission, transaction, agreement or occurrence, including:
|
(i)
|
claims relating to or arising from your employment, or termination of your employment, with the Company, including claims for bonuses or severance entitlements;
|
(ii)
|
claims for employee benefits, including claims under the Employee Retirement Income Security Act of 1974;
|
(iii)
|
contract or quasi-contract claims;
|
(iv)
|
claims of employment discrimination, harassment or retaliation, including claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family & Medical Leave Act, the New York State and New York City Human Rights Laws, the New York Whistleblower Law, the New York Labor Law, the New York Civil Rights Law, and the New York Constitution, the New Jersey Conscientious Employee Protection Act, , the New Jersey Equal Pay Act, the New Jersey Family Leave Act, the New Jersey Law Against Discrimination, the New Jersey Smokers' Rights Law, the New Jersey Wage and Hour Law, the New Jersey Wage Payment Law, the New Jersey Constitution, in each case as such laws have been amended from time to time;
|
(v)
|
claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind; and
|
(vi)
|
claims for monetary recovery, including attorneys’ fees and other costs and disbursements.
|
(c)
|
This paragraph 15 applies to all Claims arising on or before the date of your execution of this Agreement, but shall not affect any rights or Claims arising thereafter. This paragraph 15 shall not affect your right to enforce the terms of this Agreement. With respect to all Claims to which this paragraph 15 applies, you hereby waive your rights under any state or federal statute that provides that a general release does not extend to claims in your favor that you do not know or suspect to exist at the time of executing this Agreement, and that if known to you would have had to have materially affected your settlement with the Company. You represent that you have not assigned or given away any of the Claims that you have released in this Agreement.
|
16.
|
You agree that you will not recover upon, or otherwise enforce or accept monies from, any judgment, decision, or award, in each case with respect to any Claim released by you in paragraph 15.
|
17.
|
The making of this Agreement is not intended, and shall not be construed, as an admission that any of the Released Parties has violated any law, breached any contract, or committed any wrong against you.
|
18.
|
You acknowledge that the Company has made no promises, commitments or representations to you other than those contained in this Agreement and that you have not relied upon any statement or representation made by the Company with respect to the basis or effect of this Agreement.
|
19.
|
You are hereby advised to consult and have had the opportunity to consult with an attorney before signing this Agreement.
|
20.
|
You acknowledge that you were given 21 days in which to review and consider this Agreement, and that if you executed it before the end of the 21-day period such early execution was completely voluntary.
|
21.
|
You acknowledge that for a period of seven days after you sign this Agreement you have the right to revoke it by providing notice in writing to the Company’s General Counsel, by hand delivery, certified mail or overnight courier. This Agreement will not become effective and enforceable until after the expiration of the seven-day revocation period.
|
22.
|
If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement. If paragraph 15 is held to be illegal, void or unenforceable, you agree to promptly execute a valid general release and waiver in favor of the Released Parties; provided, however, that such new general release will not release or waive any Claims that were not covered by paragraph 15; provided, however, that such new general release will not release or waive any Claims that were not covered by paragraph 15.
|
23.
|
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except that any existing obligations you have under any confidentiality agreement entered into between you and the Company shall remain in full force and effect. This Agreement may not be changed orally, and no modification, amendment or waiver of any of the provisions contained in this Agreement, nor any future representation, promise or condition in connection with the subject matter hereof, shall be binding upon any party unless made in writing and signed by such party.
|
24.
|
You may not assign any of your rights or obligations under this Agreement. The Company may assign its rights and delegate its duties hereunder in whole or in part to
|
25.
|
This Agreement may be executed in counterparts, each of which will be an original, and all of which will constitute one and the same instrument.
|
26.
|
This Agreement is governed by the laws of the State of New York, without regard to its conflict of law provisions.
|
Sincerely,
|
|
COTY INC.
|
|
|
|
/s/Jules P. Kaufman
|
|
By: Jules Kaufman
|
|
Senior Vice President and General Counsel
|
|
/s/Ralph Macchio
|
|
7/21/14
|
Ralph Macchio
|
|
Date
|
1.
|
Effective Date
. This Agreement will be effective beginning on the date you have executed the Agreement and delivered it to the Company and it has become irrevocable pursuant to paragraph 17 (the “
Effective Date
”).
|
2.
|
Scheduled Separation Date
. Your employment with the Company will terminate on October 1, 2014 (your “
Scheduled Separation Date
”) or such earlier date on which your employment ends pursuant to paragraph 3 below. The date your employment with the Company actually terminates is referred to in this Agreement as the “
Separation Date
.”
|
3.
|
Separation Before Scheduled Separation Date
|
(a)
|
At-Will Employment
. Notwithstanding anything to the contrary in this Agreement, your employment with the Company remains “at will,” which means that you or the Company may terminate this Agreement and your employment at any time, for any reason or no reason, with or without notice.
|
(b)
|
Termination of Employment for Cause
. If the Company terminates your employment before your Scheduled Separation Date for Cause, you will be entitled to no compensation or benefits thereafter other than your Accrued Benefits and the Separation Payment. For purposes of this Agreement, (x) “
Cause
” has the meaning given that term under the Coty Inc. Long-Term Incentive Plan (the “
LTIP
”), and (y) your Accrued Benefits (as defined below).
|
(c)
|
Termination Without Cause
. If the Company terminates your employment without Cause before the Scheduled Separation Date, (i) you will receive your Accrued Benefits, (ii) you will continue to receive your Base Salary through your Scheduled Separation Date, (iii) you will receive the FY14 APP Bonus, and (iv) you will receive the Separation Payment.
|
(d)
|
Death or Disability
. If your employment with the Company terminates before the Scheduled Separation Date by reason of your death or Disability (as defined in the LTIP), you or your estate will be entitled to (i) your Accrued Benefits; (ii) (iii) the FY14 APP Bonus; and (iv) the Separation Payment.
|
4.
|
Title and Duties
.
|
(a)
|
Before Transition Period
. Your current role will continue while employed under this Agreement through June 30, 2014.
|
(b)
|
During Transition Period
. While employed under this Agreement during the period between June 30, 2014 and the Scheduled Separation Date (the “
Transition Period
”), you will perform such services as the Company may specifically request from time to time. During the Transition Period, you will not have authority to act on behalf of or otherwise bind the Company except as the Company may otherwise direct in writing.
|
5.
|
Compensation and Benefits During Employment
.
|
(a)
|
Salary
. The Company shall continue paying you a base salary at the rate of $382,600 per year (“
Base Salary
”) through your Separation Date. The Company shall pay your Base Salary in accordance with its regular payroll practices.
|
(b)
|
FY14 APP Bonus
. You will be eligible to earn for the fiscal year ending June 30, 2014 (“
FY14
”) a bonus (“
FY14 APP Bonus
”) under the Coty Inc. Annual Performance Plan (the “
APP Plan
”) provided you remain employed through the FY14 APP Bonus payment date. Fifty percent (50%) of your APP Bonus will be based on the Company’s actual financial performance for FY14 and will be calculated in accordance with the terms of the APP as applicable to all active employees. The remaining fifty percent (50%) of your APP Bonus will be calculated based on your personal performance objectives for FY14, as previously set by the Company. The evaluation of your personal performance objectives is at the sole discretion of the Company. The FY14 APP Bonus will be paid at the same time and be subject to the same plan guidelines as for active employees. For the purpose of determining your FY14 APP Bonus, your “target award,” as described in the APP Plan, is 50% of $382,600. You will not be eligible for an APP bonus with respect to the fiscal year ending June 30, 2015.
|
(c)
|
Benefits
. You will continue to be deemed a regular employee of the Company throughout your period of employment under this Agreement for purposes of your eligibility to participate in the Company’s benefit plans, including the Coty Long Term Incentive Program (“
LTIP
”) and the Coty Supplemental Retirement Plan (“
SERP
”). Your rights under such plans will be determined in accordance with their terms.
|
(d)
|
Vacation
. You will continue to accrue vacation time through your Separation Date.
|
6.
|
Compensation and Benefits After Separation
.
|
(a)
|
Accrued Benefits
. Upon the termination of your employment for any reason you (or your estate in the event of your death) will be entitled to your Accrued Benefits. For purposes of this Agreement, “
Accrued Benefits
” means (i) your accrued but unpaid salary as of the Separation Date, (ii) payment of any accrued but unused vacation time, (iii) any unreimbursed documented business expenses for which you are entitled to reimbursement under the Company’s business expense policy, and (iv) any amounts or benefits to which you are entitled as of the Separation Date under the terms of any Company benefit plans in which you participate, including the LTIP and the SERP. Disbursement of LTIP and SERP benefits shall be paid in accordance with the respective plan’s terms.
|
(b)
|
Conditional Separation Benefits
.
|
(i)
|
Limited Applicability of this Paragraph 5(b)
. Except as provided in paragraph 5(b)(ii)(B) below, the benefits described in this paragraph 5(b) will be provided only if (x) you timely execute and deliver this Agreement and do not timely revoke it; (y) your termination occurs for any reason other than (1) your death or (2) the Company’s termination of your employment for Cause; and (z) you execute during the 10-day period immediately following your Separation Date, and do not timely revoke, the release certificate in the form attached hereto as Attachment A (the “
Release Certificate
”).
|
(ii)
|
Salary Continuation
. You will be paid Three Hundred Eighty-Two Thousand Six Hundred dollars ($382,600.00) (the “
Separation Payment
”), representing base salary at your current base rate of compensation for the 52-week period (the “
Salary Continuation Period
”) that begins the day after your Separation Date, payable semi-monthly during such period in accordance with the Company’s regular payroll practices.
|
(iii)
|
Medical and Dental Coverage
. You will continue to be eligible to participate in the Company’s medical and dental plans for active employees, on the same cost-sharing basis as if you were actively employed, during the period (the “
Benefits Continuation Period
”) beginning the day after your Separation Date and ending on the earlier of (i) the day after the end of the Salary Continuation Period or (ii) the date you commence full-time employment with another employer. During the Benefits Continuation Period the employee portion of the premiums for such coverage will be deducted from the Separation Payment. Upon the expiration of the Benefits Continuation Period, you will be eligible to receive Retiree Medical benefits under Coty’s post-retirement medical benefits plan. You will receive general information about such Retiree Medical benefits as well as your right to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“
COBRA
”). In the event that you timely elect Retiree Medical or COBRA continuation coverage you shall be solely responsible for your portion of any
|
(iv)
|
Outplacement
. You will be provided with 12 consecutive months of outplacement services in an amount not to exceed Fifteen Thousand dollars ($15,000.00). The outplacement services will be commensurate with your staff level and will be rendered by Sculpture Partners Ltd.
|
7.
|
Withholding
. All payments and benefits under this Agreement are subject to applicable withholding taxes and authorized deductions.
|
8.
|
Additional Terms
.
|
(a)
|
You agree that except as otherwise provided in this Agreement you are not entitled to any additional compensation, payments, or benefits from Coty,
including under any previous
employment agreement or under the laws of any other country, and that no representations or promises to the contrary have been made to you.
|
(b)
|
The Company shall not object to any application for unemployment benefits by you. Nothing in this Agreement shall be construed to limit your ability to make any lawful application for unemployment benefits.
|
9.
|
General Release
.
|
(a)
|
For purposes of this Agreement:
|
(i)
|
“
Released Parties
” means the Company, its past and present direct and indirect affiliates, predecessors, successors, and assigns, their respective past and present officers, directors, employees, attorneys, representatives, and agents, whether acting as agents or in their individual capacities, and any Company or other applicable retirement or welfare plans (and their respective plan administrators, fiduciaries, trustees, and insurers).
|
(ii)
|
“
Releasing Parties
” means you and your heirs, beneficiaries, trustees, administrators, executors, assigns, and legal representatives.
|
(b)
|
In consideration of the agreements of the Company in this Agreement, and with the intention of binding the Releasing Parties, you hereby release, waive, forever discharge the Released Parties from, and acknowledge full accord and satisfaction of, all Claims against the Released Parties that you now have or may have in the future. As used in this Agreement, “
Claims
” means claims of any kind under any legal or equitable theory, whether known or unknown, and whether asserted or
|
(i)
|
claims relating to or arising from your employment, or termination of your employment, with the Company, including claims for bonuses or severance entitlements;
|
(ii)
|
claims for employee benefits, including claims under the Employee Retirement Income Security Act of 1974;
|
(iii)
|
contract or quasi-contract claims;
|
(iv)
|
claims of employment discrimination, harassment or retaliation, including claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family & Medical Leave Act, the New York State and New York City Human Rights Laws, the New York Whistleblower Law, the New York Labor Law, the New York Civil Rights Law, and the New York Constitution, in each case as such laws have been amended from time to time;
|
(v)
|
claims for slander, libel, defamation, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind; and
|
(vi)
|
claims for monetary recovery, including attorneys’ fees and other costs and disbursements.
|
(c)
|
This paragraph 9 applies to all Claims arising on or before the date of your execution of this Agreement, but shall not affect any rights or Claims arising thereafter. This paragraph 9 shall not affect your right to enforce the terms of this Agreement. With respect to all Claims to which this paragraph 9 applies, you hereby waive your rights under any state or federal statute that provides that a general release does not extend to claims in your favor that you do not know or suspect to exist at the time of executing this Agreement, and that if known to you would have had to have materially affected your settlement with the Company. You represent that you have not assigned or given away any of the Claims that you have released in this Agreement.
|
10.
|
You agree that you will not recover upon, or otherwise enforce or accept monies from, any judgment, decision, or award, in each case with respect to any Claim released by you in paragraph 9.
|
11.
|
Except with prior written permission from the Company’s General Counsel, you agree not to disclose the terms and conditions of this Agreement to anyone: (i) as reasonably necessary
|
12.
|
You agree that you will take no action that is intended, or would reasonably be expected, to harm or disparage or impair the reputation of any Released Party.
|
13.
|
The making of this Agreement is not intended, and shall not be construed, as an admission that any of the Released Parties has violated any law, breached any contract, or committed any wrong against you.
|
14.
|
You acknowledge that the Company has made no promises, commitments or representations to you other than those contained in this Agreement and that you have not relied upon any statement or representation made by the Company with respect to the basis or effect of this Agreement.
|
15.
|
You are hereby advised to consult and have had the opportunity to consult with an attorney before signing this Agreement.
|
16.
|
You acknowledge that you were given 21 days in which to review and consider this Agreement, and that if you executed it before the end of the 21-day period such early execution was completely voluntary.
|
17.
|
You acknowledge that for a period of seven days after you sign this Agreement you have the right to revoke it by providing notice in writing to John Annunziata, VP – Human Resources, Americas, 350 Fifth Avenue, 15th floor, New York, NY 10118, by hand delivery, certified mail or overnight courier. This Agreement will not become effective and enforceable until after the expiration of the seven-day revocation period.
|
18.
|
If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement. If paragraph 9 is held to be illegal, void or unenforceable, you agree to promptly execute a valid general release and waiver in favor of the Released Parties; provided, however, that such new general release will not release or waive any Claims that were not covered by paragraph 9; provided, however, that such new general release will not release or waive any Claims that were not covered by paragraph 9.
|
19.
|
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except that any existing obligations you have under any confidentiality agreement entered into between you and the Company shall remain in full force and effect. This Agreement may not be changed orally, and no modification, amendment or waiver of any of the provisions contained in this Agreement, nor any future representation, promise or condition in connection with the
|
20.
|
You may not assign any of your rights or obligations under this Agreement. The Company may assign its rights and delegate its duties hereunder in whole or in part to any affiliate of the Company or to any transferee of all or a portion of the assets or business to which this Agreement relates. This Agreement shall inure to the benefit of and shall be binding upon and enforceable by all Released Parties.
|
21.
|
This Agreement may be executed in counterparts, each of which will be an original, and all of which will constitute one and the same instrument.
|
22.
|
This Agreement is governed by the laws of the State of New York, without regard to its conflict of law provisions.
|
Sincerely,
|
COTY INC.
|
|
/s/Jules P. Kaufman
|
By: Jules Kaufman
|
Senior Vice President and General Counsel
|
/s/James E. Shiah
|
|
6/25/2014
|
James Shiah
|
|
Date
|
|
|
Date:
|
|
James Shiah
|
|
|
|
Subsidiary Name
|
Jurisdiction of Organization
|
Coty Argentina S.A
|
Argentina
|
Coty Australia Pty. Ltd.
|
Australia
|
Coty Austria GmbH, wien
|
Austria
|
Coty Benelux S.A.
|
Belgium
|
Coty Brasil Industria e Comercio de Cosmeticos Ltda.
|
Brazil
|
Lancaster do Brasil Cosmeticos Ltda.
|
Brazil
|
Coty Brazil Retail Cosmeticos S.A.
|
Brazil
|
StarAsia Distribution (Cambodia) Ltd.
|
Cambodia
|
Coty Canada Inc.
|
Canada
|
Del Pharmaceutics (Canada) Inc.
|
Canada
|
TJoy Holdings Co. Ltd.
|
Cayman
|
Coty Cosmeticos Chile Limitada
|
Chile
|
Coty International Trade (Shanghai) Co. Ltd.
|
China
|
Coty Prestige Shanghai Ltd.
|
China
|
Coty R&D (Suzhou) Co. Ltd.
|
China
|
Ganon Biochemistry Technology China
|
China
|
Suzhou Jiahua Biochemistry Co.
|
China
|
Nanjing TJoy Biochemical Co. Ltd.
|
China
|
Nanjing Yanting Trade Co. Ltd.
|
China
|
StarAsia Distributions Hong Kong Limited
|
China
|
Coty China Holding Limited
|
China
|
Coty Colombia Ltda.
|
Colombia
|
Coty Ceska Republika, k.s.
|
Czech Republic
|
Lena White Limited
|
England
|
Coty France S.A.S.
|
France
|
Coty S.A.S.
|
France
|
Fragrance Production S.A.S.
|
France
|
Coty Germany GmbH
|
Germany
|
Coty Services and Logistics GmbH
|
Germany
|
Coty Prestige Hellas S.A.
|
Greece
|
Coty Prestige Southeast Asia (HK) Limited
|
Hong Kong
|
Coty Prestige Hong Kong Ltd.
|
Hong Kong
|
Coty H.K. Ltd.
|
Hong Kong
|
Chi Chun Industrial Co. Ltd.
|
Hong Kong
|
Ming-De Investment Co. Ltd.
|
Hong Kong
|
Super Globe Holdings Ltd.
|
Hong Kong
|
Coty Prestige Shanghai (HK) Ltd.
|
Hong Kong
|
Coty Hungary Kft.
|
Hungary
|
Blue Rock India Beauty Products Private Limited
|
India
|
PT StarAsia Distributions
|
Indonesia
|
Subsidiary Name
|
Jurisdiction of Organization
|
PT Coty Prestige Southeast Asia Indonesia
|
Indonesia
|
Coty Ireland Ltd.
|
Ireland
|
Coty Italia S.p.A.
|
Italy
|
Coty Prestige Japan KK
|
Japan
|
OPI Japan KK
|
Japan
|
Coty Prestige Southeast Asia (M) SDN. BHD.
|
Malaysia
|
StarAsia (Malaysia) Sdn Bhd.
|
Malaysia
|
Coty Mexico S.A. de C.V.
|
Mexico
|
Coty Beauty Mexico SA de CV
|
Mexico
|
Coty Lancaster S.A.M.
|
Monaco
|
Coty B.V.
|
Netherlands
|
Coty Investment B.V.
|
Netherlands
|
Lancaster B.V.
|
Netherlands
|
Coty Benelux B.V.
|
Netherlands
|
Coty Prestige Southeast Asia Philippines
|
Philippines
|
Coty Polska Sp z.o.o.
|
Poland
|
Coty Prestige España – Surcursal em Portugal
|
Portugal
|
Coty Puerto Rico Inc.
|
Puerto Rico
|
Coty Cosmetics Romania S.r.l.
|
Romania
|
Coty Russia ZAO
|
Russia
|
Coty Beauty LLC
|
Russia
|
Coty Prestige Southeast Asia Pte. Ltd.
|
Singapore
|
Coty Asia Pte. Ltd.
|
Singapore
|
StarAsia Group Pte. Ltd.
|
Singapore
|
StarAsia Singapore Pte. Ltd.
|
Singapore
|
StarAsia Manufacturing Pte. Ltd.
|
Singapore
|
Coty Slovenska Republika s.r.o.
|
Slovak Republic
|
Coty Beauty South Africa (Pty) Ltd.
|
South Africa
|
Coty South Africa (PTY) Ltd.
|
South Africa
|
Coty Korea Ltd.
|
South Korea
|
Coty Prestige España S.A.
|
Spain
|
Coty Astor S.A.
|
Spain
|
Coty Spain S.L.
|
Spain
|
Coty Geneva S.A. Versoix
|
Switzerland
|
Coty (Schweiz) AG
|
Switzerland
|
StarAsia Taiwan Co., Ltd.
|
Taiwan
|
Coty Prestige (Taiwan) Ltd.
|
Taiwan
|
Coty Prestige Southeast Asia (Thailand) Co. Ltd.
|
Thailand
|
Coty Middle East FZCO
|
United Arab Emirates
|
Coty Distribution Emirates L.L.C.
|
United Arab Emirates
|
Coty UK Ltd.
|
United Kingdom
|
Coty Export U.K. Ltd.
|
United Kingdom
|
Coty Manufacturing UK Ltd.
|
United Kingdom
|
Coty Services U.K. Ltd.
|
United Kingdom
|
Subsidiary Name
|
Jurisdiction of Organization
|
India Projects Ltd.
|
United Kingdom
|
Coty Brands Group Limited
|
United Kingdom
|
Beauty International Ltd.
|
United Kingdom
|
Lancaster Group, Ltd.
|
United Kingdom
|
Rimmel International Ltd.
|
United Kingdom
|
Lady Manhattan Ltd.
|
United Kingdom
|
Del Laboratories (U.K.) Limited
|
United Kingdom
|
Calvin Klein Cosmetic Corporation
|
United States – DE
|
Coty Inc.
|
United States - DE
|
Coty Prestige Travel Retail and Export LLC
|
United States – DE
|
Coty US LLC
|
United States – DE
|
Rimmel Inc.
|
United States – DE
|
DLI International Holding I LLC
|
United States – DE
|
DLI International Holding II Corp.
|
United States – DE
|
Philosophy Acquisition Company, Inc.
|
United States – DE
|
Philosophy Mezzanine Corp.
|
United States – DE
|
Philosophy Inc.
|
United States – AZ
|
Philosophy Cosmetics, Inc.
|
United States – AZ
|
Philosophy Beauty Consulting LLC
|
United States – DE
|
Biotech Research Labs, Inc.
|
United States – DE
|
OPI Products Inc.
|
United States – DE
|
StarAsia Trading & Services Co. Ltd.
|
Vietnam
|
|
/s/Michele Scannavini
|
|
|
Michele Scannavini
|
|
|
Chief Executive Officer
|
|
|
/s/Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
|
Chief Financial Officer
|
Date: August 28, 2014
|
/s/Michele Scannavini
|
|
|
Michele Scannavini
|
|
|
Chief Executive Officer
|
Date: August 28, 2014
|
/s/Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
|
Chief Financial Officer
|