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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2017
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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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Page
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Three Months Ended
December 31, |
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Six Months Ended
December 31, |
||||||||||||
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2017
|
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2016
|
|
2017
|
|
2016
|
||||||||
Net revenues
|
$
|
2,637.6
|
|
|
$
|
2,296.7
|
|
|
$
|
4,875.9
|
|
|
$
|
3,376.9
|
|
Cost of sales
|
1,025.0
|
|
|
892.3
|
|
|
1,899.3
|
|
|
1,337.1
|
|
||||
Gross profit
|
1,612.6
|
|
|
1,404.4
|
|
|
2,976.6
|
|
|
2,039.8
|
|
||||
Selling, general and administrative expenses
|
1,319.9
|
|
|
1,170.2
|
|
|
2,511.7
|
|
|
1,649.1
|
|
||||
Amortization expense
|
89.6
|
|
|
95.2
|
|
|
167.8
|
|
|
116.4
|
|
||||
Restructuring costs
|
21.7
|
|
|
15.8
|
|
|
32.9
|
|
|
23.2
|
|
||||
Acquisition-related costs
|
7.0
|
|
|
135.9
|
|
|
61.1
|
|
|
217.4
|
|
||||
Operating income (loss)
|
174.4
|
|
|
(12.7
|
)
|
|
203.1
|
|
|
33.7
|
|
||||
Interest expense, net
|
60.3
|
|
|
57.9
|
|
|
126.7
|
|
|
98.3
|
|
||||
Other expense (income), net
|
3.4
|
|
|
(0.6
|
)
|
|
7.1
|
|
|
0.7
|
|
||||
Income (loss) before income taxes
|
110.7
|
|
|
(70.0
|
)
|
|
69.3
|
|
|
(65.3
|
)
|
||||
Benefit for income taxes
|
(7.9
|
)
|
|
(122.1
|
)
|
|
(33.2
|
)
|
|
(127.2
|
)
|
||||
Net income
|
118.6
|
|
|
52.1
|
|
|
102.5
|
|
|
61.9
|
|
||||
Net (loss) income attributable to noncontrolling interests
|
(1.9
|
)
|
|
2.5
|
|
|
(4.1
|
)
|
|
10.7
|
|
||||
Net income attributable to redeemable noncontrolling interests
|
11.3
|
|
|
2.8
|
|
|
17.1
|
|
|
4.4
|
|
||||
Net income attributable to Coty Inc.
|
$
|
109.2
|
|
|
$
|
46.8
|
|
|
$
|
89.5
|
|
|
$
|
46.8
|
|
Net income attributable to Coty Inc. per common share:
|
|
|
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|
|
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|
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Basic
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$
|
0.15
|
|
|
$
|
0.06
|
|
|
$
|
0.12
|
|
|
$
|
0.09
|
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Diluted
|
0.15
|
|
|
0.06
|
|
|
0.12
|
|
|
0.09
|
|
||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
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|
||||
Basic
|
749.6
|
|
|
746.6
|
|
|
749.1
|
|
|
539.8
|
|
||||
Diluted
|
752.7
|
|
|
752.4
|
|
|
752.5
|
|
|
545.8
|
|
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Three Months Ended
December 31, |
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Six Months Ended
December 31, |
||||||||||||
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
118.6
|
|
|
$
|
52.1
|
|
|
$
|
102.5
|
|
|
$
|
61.9
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
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|
||||
Foreign currency translation adjustment
|
32.0
|
|
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(90.4
|
)
|
|
271.1
|
|
|
(96.3
|
)
|
||||
Net unrealized derivative gains on cash flow hedges, net of taxes of $(3.9) and $(8.8), and $(4.0) and $(8.7) during the three and six months ended, respectively
|
7.4
|
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33.4
|
|
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7.3
|
|
|
41.9
|
|
||||
Pension and other post-employment benefits adjustment, net of tax of $0.0 and $(5.0), and $0.0 and $(5.8) during the three and six months ended, respectively
|
0.9
|
|
|
4.9
|
|
|
1.6
|
|
|
10.1
|
|
||||
Total other comprehensive income (loss), net of tax
|
40.3
|
|
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(52.1
|
)
|
|
280.0
|
|
|
(44.3
|
)
|
||||
Comprehensive income
|
158.9
|
|
|
—
|
|
|
382.5
|
|
|
17.6
|
|
||||
Comprehensive (loss) income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
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|
||||
Net (loss) income
|
(1.9
|
)
|
|
2.5
|
|
|
(4.1
|
)
|
|
10.7
|
|
||||
Foreign currency translation adjustment
|
(0.1
|
)
|
|
(0.5
|
)
|
|
0.5
|
|
|
(0.5
|
)
|
||||
Total comprehensive (loss) income attributable to noncontrolling interests
|
(2.0
|
)
|
|
2.0
|
|
|
(3.6
|
)
|
|
10.2
|
|
||||
Comprehensive income attributable to redeemable noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Net income
|
11.3
|
|
|
2.8
|
|
|
17.1
|
|
|
4.4
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total comprehensive income attributable to redeemable noncontrolling interests
|
11.3
|
|
|
2.8
|
|
|
17.1
|
|
|
4.4
|
|
||||
Comprehensive income (loss) attributable to Coty Inc.
|
$
|
149.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
369.0
|
|
|
$
|
3.0
|
|
|
December 31,
2017 |
|
June 30,
2017 |
||||
ASSETS
|
|
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|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
400.1
|
|
|
$
|
535.4
|
|
Restricted cash
|
25.6
|
|
|
35.3
|
|
||
Trade receivables—less allowances of $90.6 and $58.5, respectively
|
1,743.9
|
|
|
1,470.3
|
|
||
Inventories
|
1,155.3
|
|
|
1,052.6
|
|
||
Prepaid expenses and other current assets
|
554.3
|
|
|
487.9
|
|
||
Total current assets
|
3,879.2
|
|
|
3,581.5
|
|
||
Property and equipment, net
|
1,647.3
|
|
|
1,632.1
|
|
||
Goodwill
|
8,864.9
|
|
|
8,555.5
|
|
||
Other intangible assets, net
|
8,550.7
|
|
|
8,425.2
|
|
||
Deferred income taxes
|
199.1
|
|
|
72.6
|
|
||
Other noncurrent assets
|
304.4
|
|
|
281.3
|
|
||
TOTAL ASSETS
|
$
|
23,445.6
|
|
|
$
|
22,548.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,758.6
|
|
|
$
|
1,732.1
|
|
Accrued expenses and other current liabilities
|
2,007.3
|
|
|
1,796.4
|
|
||
Short-term debt and current portion of long-term debt
|
295.9
|
|
|
209.1
|
|
||
Income and other taxes payable
|
94.0
|
|
|
66.0
|
|
||
Total current liabilities
|
4,155.8
|
|
|
3,803.6
|
|
||
Long-term debt, net
|
7,145.8
|
|
|
6,928.3
|
|
||
Pension and other post-employment benefits
|
571.3
|
|
|
549.2
|
|
||
Deferred income taxes
|
933.9
|
|
|
924.9
|
|
||
Other noncurrent liabilities
|
572.0
|
|
|
473.4
|
|
||
Total liabilities
|
13,378.8
|
|
|
12,679.4
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 17)
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
638.3
|
|
|
551.1
|
|
||
EQUITY:
|
|
|
|
|
|
||
Preferred Stock, $0.01 par value; 20.0 shares authorized, 5.2 and 4.2 issued and outstanding, respectively, at December 31, 2017 and June 30, 2017
|
—
|
|
|
—
|
|
||
Class A Common Stock, $0.01 par value; 1,000.0 shares authorized, 814.8 and 812.9 issued, respectively, and 749.8 and 747.9 outstanding, respectively, at December 31, 2017 and June 30, 2017
|
8.1
|
|
|
8.1
|
|
||
Additional paid-in capital
|
10,940.3
|
|
|
11,203.2
|
|
||
Accumulated deficit
|
(361.4
|
)
|
|
(459.2
|
)
|
||
Accumulated other comprehensive income
|
283.9
|
|
|
4.4
|
|
||
Treasury stock—at cost, shares: 65.0 at December 31, 2017 and June 30, 2017
|
(1,441.8
|
)
|
|
(1,441.8
|
)
|
||
Total Coty Inc. stockholders’ equity
|
9,429.1
|
|
|
9,314.7
|
|
||
Noncontrolling interests
|
(0.6
|
)
|
|
3.0
|
|
||
Total equity
|
9,428.5
|
|
|
9,317.7
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
23,445.6
|
|
|
$
|
22,548.2
|
|
|
Preferred Stock
|
|
Class A
Common Stock |
|
Additional
Paid-in Capital |
|
(Accumulated Deficit)
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’ Equity |
|
Noncontrolling Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling Interests |
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||||
BALANCE as previousl
y reported—July 1, 2017
|
4.2
|
|
|
$
|
—
|
|
|
812.9
|
|
|
$
|
8.1
|
|
|
$
|
11,203.2
|
|
|
$
|
(459.2
|
)
|
|
$
|
4.4
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,314.7
|
|
|
$
|
3.0
|
|
|
$
|
9,317.7
|
|
|
$
|
551.1
|
|
Adjustment due to the adoption of ASU 2016-09 (see Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
|
8.3
|
|
|
|
|
||||||||||
BALANCE as adjusted—July 1, 2017
|
4.2
|
|
|
$
|
—
|
|
|
812.9
|
|
|
$
|
8.1
|
|
|
$
|
11,203.2
|
|
|
$
|
(450.9
|
)
|
|
$
|
4.4
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,323.0
|
|
|
$
|
3.0
|
|
|
$
|
9,326.0
|
|
|
$
|
551.1
|
|
Issuance of Preferred Stock
|
1.0
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Exercise of employee stock options and restricted stock units
|
|
|
|
|
1.9
|
|
|
—
|
|
|
13.7
|
|
|
|
|
|
|
|
|
|
|
13.7
|
|
|
|
|
13.7
|
|
|
|
||||||||||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
|
|
|
(3.4
|
)
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
17.1
|
|
|
|
|
|
|
|
|
|
|
17.1
|
|
|
|
|
17.1
|
|
|
|
||||||||||||||||||||
Dividends ($0.250 per Common Share)
|
|
|
|
|
|
|
|
|
(188.7
|
)
|
|
|
|
|
|
|
|
|
|
(188.7
|
)
|
|
|
|
(188.7
|
)
|
|
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
89.5
|
|
|
|
|
|
|
|
|
89.5
|
|
|
(4.1
|
)
|
|
85.4
|
|
|
17.1
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
279.5
|
|
|
|
|
|
|
279.5
|
|
|
0.5
|
|
|
280.0
|
|
|
|
|
||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(31.7
|
)
|
||||||||||||||||||||
Dilution of redeemable noncontrolling interest due to additional contribution (See Note 16)
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
17.0
|
|
|
(17.0
|
)
|
|||||||||||||||||||
Additional redeemable noncontrolling interests due to employee grants (See Note 16)
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.3
|
)
|
|
|
|
|
(8.3
|
)
|
|
8.3
|
|
||||||||||
Proceeds from redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
0.2
|
|
||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
(110.3
|
)
|
|
|
|
|
|
|
|
|
|
(110.3
|
)
|
|
|
|
(110.3
|
)
|
|
110.3
|
|
|||||||||||||||||||
BALANCE—December 31, 2
017
|
5.2
|
|
|
$
|
—
|
|
|
814.8
|
|
|
$
|
8.1
|
|
|
$
|
10,940.3
|
|
|
$
|
(361.4
|
)
|
|
$
|
283.9
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,429.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
9,428.5
|
|
|
$
|
638.3
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in Capital
|
|
(Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling Interests
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||||||
BALANCE—July 1, 2016
|
1.7
|
|
|
—
|
|
|
138.7
|
|
|
$
|
1.4
|
|
|
262.0
|
|
|
$
|
2.6
|
|
|
$
|
2,038.4
|
|
|
$
|
(37.0
|
)
|
|
$
|
(239.7
|
)
|
|
63.6
|
|
|
$
|
(1,405.5
|
)
|
|
$
|
360.2
|
|
|
$
|
6.9
|
|
|
$
|
367.1
|
|
|
$
|
73.3
|
|
Issuance of Class A Common Stock for business combination
|
|
|
|
|
409.7
|
|
|
4.1
|
|
|
|
|
|
|
9,624.5
|
|
|
|
|
|
|
|
|
|
|
9,628.6
|
|
|
|
|
9,628.6
|
|
|
|
||||||||||||||||||||
Issuance of Preferred Stock
|
1.0
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Conversion of Class B to Class A Common Stock
|
|
|
|
|
262.0
|
|
|
2.6
|
|
|
(262.0
|
)
|
|
(2.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
(36.3
|
)
|
|
(36.3
|
)
|
|
|
|
(36.3
|
)
|
|
|
|||||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
1.6
|
|
|
—
|
|
|
|
|
|
|
|
|
13.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.6
|
|
|
|
|
|
13.6
|
|
|
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.9
|
|
|
|
|
|
8.9
|
|
|
|
|
||||||||||||
Dividends ($0.40 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(187.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(187.3
|
)
|
|
|
|
|
(187.3
|
)
|
|
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.8
|
|
|
|
|
|
|
|
|
|
|
|
46.8
|
|
|
10.7
|
|
|
57.5
|
|
|
4.4
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43.8
|
)
|
|
|
|
|
|
|
|
(43.8
|
)
|
|
(0.5
|
)
|
|
(44.3
|
)
|
|
|
|
||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(3.5
|
)
|
||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
2.4
|
|
|
(2.4
|
)
|
||||||||||||
Repurchase of redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
||||||||||||||||||||||||
BALANCE—December 31, 2
016
|
2.7
|
|
|
—
|
|
|
812.0
|
|
|
$
|
8.1
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,500.5
|
|
|
$
|
9.8
|
|
|
$
|
(283.5
|
)
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,793.1
|
|
|
$
|
17.1
|
|
|
$
|
9,810.2
|
|
|
$
|
70.9
|
|
Cash paid during the period for interest
|
$
|
129.4
|
|
|
$
|
79.5
|
|
Cash paid during the period for income taxes, net of refunds received
|
57.5
|
|
|
38.4
|
|
||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Accrued capital expenditure additions
|
$
|
72.6
|
|
|
$
|
56.2
|
|
Non-cash Common Stock issued for business combination
|
—
|
|
|
9,628.6
|
|
||
Non-cash debt assumed for business combination
|
—
|
|
|
1,941.8
|
|
||
Non-cash contingent consideration for business combination (see Note 4)
|
5.0
|
|
|
—
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
SEGMENT DATA
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
951.2
|
|
|
$
|
835.0
|
|
|
$
|
1,715.6
|
|
|
$
|
1,284.0
|
|
Consumer Beauty
|
1,138.6
|
|
|
1,001.7
|
|
|
2,182.0
|
|
|
1,573.6
|
|
||||
Professional Beauty
|
547.8
|
|
|
460.0
|
|
|
978.3
|
|
|
519.3
|
|
||||
Total
|
$
|
2,637.6
|
|
|
$
|
2,296.7
|
|
|
$
|
4,875.9
|
|
|
$
|
3,376.9
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
85.1
|
|
|
$
|
66.6
|
|
|
$
|
141.8
|
|
|
$
|
142.7
|
|
Consumer Beauty
|
99.3
|
|
|
62.9
|
|
|
161.2
|
|
|
115.6
|
|
||||
Professional Beauty
|
73.5
|
|
|
83.3
|
|
|
71.8
|
|
|
99.7
|
|
||||
Corporate
|
(83.5
|
)
|
|
(225.5
|
)
|
|
(171.7
|
)
|
|
(324.3
|
)
|
||||
Total
|
$
|
174.4
|
|
|
$
|
(12.7
|
)
|
|
$
|
203.1
|
|
|
$
|
33.7
|
|
Reconciliation:
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
174.4
|
|
|
$
|
(12.7
|
)
|
|
$
|
203.1
|
|
|
$
|
33.7
|
|
Interest expense, net
|
60.3
|
|
|
57.9
|
|
|
126.7
|
|
|
98.3
|
|
||||
Other expense (income), net
|
3.4
|
|
|
(0.6
|
)
|
|
7.1
|
|
|
0.7
|
|
||||
Income (loss) before income taxes
|
$
|
110.7
|
|
|
$
|
(70.0
|
)
|
|
$
|
69.3
|
|
|
$
|
(65.3
|
)
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||
PRODUCT CATEGORY
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Fragrance
|
40.7
|
%
|
|
40.8
|
%
|
|
39.1
|
%
|
|
42.3
|
%
|
Color Cosmetics
|
24.1
|
|
|
24.3
|
|
|
26.3
|
|
|
27.3
|
|
Hair Care
|
24.5
|
|
|
23.8
|
|
|
24.2
|
|
|
16.3
|
|
Skin & Body Care
|
10.7
|
|
|
11.1
|
|
|
10.4
|
|
|
14.1
|
|
Total Coty Inc.
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Final fair value as adjusted
|
|
Estimated
useful life (in years) |
||||||
Cash and cash equivalents
|
$
|
387.6
|
|
|
$
|
—
|
|
|
$
|
387.6
|
|
|
|
Inventories
|
465.5
|
|
|
—
|
|
|
465.5
|
|
|
|
|||
Property, plant and equipment
|
742.9
|
|
|
(16.9
|
)
|
|
726.0
|
|
|
3 - 40
|
|||
Goodwill
|
5,528.4
|
|
|
35.5
|
|
|
5,563.9
|
|
|
Indefinite
|
|||
Trademarks — indefinite
|
1,575.0
|
|
|
—
|
|
|
1,575.0
|
|
|
Indefinite
|
|||
Trademarks — finite
|
747.7
|
|
|
—
|
|
|
747.7
|
|
|
10 - 30
|
|||
Customer relationships
|
1,074.2
|
|
|
18.8
|
|
|
1,093.0
|
|
|
2 - 26
|
|||
License agreements
|
2,299.0
|
|
|
12.0
|
|
|
2,311.0
|
|
|
4 - 30
|
|||
Product formulations
|
183.8
|
|
|
(10.0
|
)
|
|
173.8
|
|
|
5 - 28
|
|||
Other net working capital
|
(23.2
|
)
|
|
—
|
|
|
(23.2
|
)
|
|
|
|||
Net other assets (liabilities)
|
64.6
|
|
|
(33.7
|
)
|
|
30.9
|
|
|
|
|||
Unfavorable contract liabilities
|
(130.0
|
)
|
|
—
|
|
|
(130.0
|
)
|
|
|
|||
Pension liabilities
|
(404.1
|
)
|
|
—
|
|
|
(404.1
|
)
|
|
|
|||
Deferred tax liability, net
|
(941.0
|
)
|
|
(5.7
|
)
|
|
(946.7
|
)
|
|
|
|||
Total purchase price
|
$
|
11,570.4
|
|
|
$
|
—
|
|
|
$
|
11,570.4
|
|
|
|
|
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Final fair value as adjusted
|
|
Estimated
useful life (in years) |
||||||
Cash and cash equivalents
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
|
Inventories
|
79.6
|
|
|
—
|
|
|
79.6
|
|
|
|
|||
Property, plant and equipment
|
10.0
|
|
|
—
|
|
|
10.0
|
|
|
3 - 10
|
|||
Goodwill
|
174.4
|
|
|
24.6
|
|
|
199.0
|
|
|
Indefinite
|
|||
Indefinite-lived other intangible assets
|
163.8
|
|
|
(14.8
|
)
|
|
149.0
|
|
|
Indefinite
|
|||
Customer relationships
|
36.6
|
|
|
(2.3
|
)
|
|
34.3
|
|
|
11 - 25
|
|||
Technology
|
146.6
|
|
|
(17.2
|
)
|
|
129.4
|
|
|
11 - 17
|
|||
Other net working capital
|
(16.6
|
)
|
|
4.7
|
|
|
(11.9
|
)
|
|
|
|||
Net other assets
|
0.9
|
|
|
(0.9
|
)
|
|
—
|
|
|
|
|||
Deferred tax liability, net
|
(63.9
|
)
|
|
5.9
|
|
|
(58.0
|
)
|
|
|
|||
Total purchase price
|
$
|
538.5
|
|
|
$
|
—
|
|
|
$
|
538.5
|
|
|
|
|
|
|
Estimated fair value as previously reported
(a)
|
|
Measurement period adjustments
(b)
|
|
Estimated fair value as adjusted
|
|
Estimated useful life (in years)
|
||||||
Cash and cash equivalents
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
17.5
|
|
|
|
Inventories
|
88.1
|
|
|
—
|
|
|
88.1
|
|
|
|
|||
Property, plant and equipment
|
67.1
|
|
|
—
|
|
|
67.1
|
|
|
3 - 8
|
|||
Goodwill
|
575.3
|
|
|
(0.2
|
)
|
|
575.1
|
|
|
Indefinite
|
|||
Trademark — finite
|
123.0
|
|
|
—
|
|
|
123.0
|
|
|
20
|
|||
Product formulations
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
5
|
|||
Customer relationships
|
197.0
|
|
|
—
|
|
|
197.0
|
|
|
7 - 10
|
|||
Other net working capital
|
(27.7
|
)
|
|
0.2
|
|
|
(27.5
|
)
|
|
|
|||
Short-term and long-term debt
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
|
|||
Total equity value
|
1,039.7
|
|
|
—
|
|
|
1,039.7
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
415.9
|
|
|
—
|
|
|
415.9
|
|
|
|
|||
Net cash and debt acquired
|
16.3
|
|
|
—
|
|
|
16.3
|
|
|
|
|||
Total purchase price
|
$
|
607.5
|
|
|
$
|
—
|
|
|
$
|
607.5
|
|
|
|
|
|
|
Estimated
fair value |
|
Estimated
useful life (in years) |
||
Inventories
|
$
|
55.1
|
|
|
|
Property, plant and equipment
|
5.8
|
|
|
1 - 3
|
|
License and distribution rights
|
129.7
|
|
|
3 - 15
|
|
Goodwill
|
68.2
|
|
|
Indefinite
|
|
Net other liabilities
|
(8.7
|
)
|
|
|
|
Total purchase price
|
$
|
250.1
|
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended December 31,
|
||||
|
2016
(a)
|
|
2016
(a)
|
||||
Pro forma Net revenues
|
$
|
2,394.6
|
|
|
$
|
4,584.2
|
|
Pro forma Net income (loss)
|
123.9
|
|
|
8.5
|
|
||
Pro forma Net income (loss) attributable to Coty Inc.
|
118.6
|
|
|
(6.0
|
)
|
||
Pro forma Net income (loss) attributable to Coty Inc. per common share:
|
|
|
|
||||
Basic
|
$
|
0.16
|
|
|
$
|
(0.01
|
)
|
Diluted
|
$
|
0.16
|
|
|
$
|
(0.01
|
)
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Global Integration Activities
|
$
|
27.1
|
|
|
$
|
13.6
|
|
|
$
|
36.9
|
|
|
$
|
13.6
|
|
Acquisition Integration Program
|
(3.3
|
)
|
|
1.4
|
|
|
(3.3
|
)
|
|
4.6
|
|
||||
Other Restructuring
|
(2.1
|
)
|
|
0.8
|
|
|
(0.7
|
)
|
|
5.0
|
|
||||
Total
|
$
|
21.7
|
|
|
$
|
15.8
|
|
|
$
|
32.9
|
|
|
$
|
23.2
|
|
|
Severance and Employee Benefits
|
|
Third-Party Contract Terminations
|
|
Fixed Asset Write-offs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
Fiscal 2017
|
$
|
333.9
|
|
|
$
|
22.4
|
|
|
$
|
4.6
|
|
|
$
|
3.3
|
|
|
$
|
364.2
|
|
Fiscal 2018
|
24.2
|
|
|
9.4
|
|
|
0.2
|
|
|
3.1
|
|
|
36.9
|
|
|||||
Cumulative through December 31, 2017
|
$
|
358.1
|
|
|
$
|
31.8
|
|
|
$
|
4.8
|
|
|
$
|
6.4
|
|
|
$
|
401.1
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Fixed Asset Write-offs
|
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||||
Balance—July 1, 2017
|
$
|
310.8
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
328.5
|
|
Restructuring charges
|
30.4
|
|
|
9.4
|
|
|
0.2
|
|
|
3.1
|
|
|
43.1
|
|
|||||
Payments
|
(68.0
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(75.8
|
)
|
|||||
Changes in estimates
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|||||
Non-cash utilization
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Effect of exchange rates
|
17.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|||||
Balance—December 31, 2017
|
$
|
284.4
|
|
|
$
|
18.8
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
$
|
306.7
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||
Balance—July 1, 2017
|
$
|
24.8
|
|
|
$
|
1.5
|
|
|
$
|
4.1
|
|
|
$
|
30.4
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
||||
Payments
|
(16.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(17.7
|
)
|
||||
Changes in estimates
(a)
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
||||
Effect of exchange rates
|
0.8
|
|
|
—
|
|
|
0.2
|
|
|
1.0
|
|
||||
Balance—December 31, 2017
|
$
|
3.7
|
|
|
$
|
1.5
|
|
|
$
|
5.2
|
|
|
$
|
10.4
|
|
|
|
|
December 31,
2017 |
|
June 30,
2017 |
||||
Raw materials
|
$
|
305.3
|
|
|
$
|
256.4
|
|
Work-in-process
|
22.6
|
|
|
33.4
|
|
||
Finished goods
|
827.4
|
|
|
762.8
|
|
||
Total inventories
|
$
|
1,155.3
|
|
|
$
|
1,052.6
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2017
|
$
|
3,496.8
|
|
|
$
|
4,732.0
|
|
|
$
|
967.5
|
|
|
$
|
9,196.3
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2017
|
$
|
3,093.1
|
|
|
$
|
4,494.9
|
|
|
$
|
967.5
|
|
|
$
|
8,555.5
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Acquisitions
(a)
|
68.2
|
|
|
—
|
|
|
—
|
|
|
68.2
|
|
||||
Measurement period adjustments
(b)
|
(140.3
|
)
|
|
222.7
|
|
|
(22.5
|
)
|
|
59.9
|
|
||||
Foreign currency translation
|
55.9
|
|
|
99.8
|
|
|
25.6
|
|
|
181.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at December 31, 2017
|
$
|
3,480.6
|
|
|
$
|
5,054.5
|
|
|
$
|
970.6
|
|
|
$
|
9,505.7
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at December 31, 2017
|
$
|
3,076.9
|
|
|
$
|
4,817.4
|
|
|
$
|
970.6
|
|
|
$
|
8,864.9
|
|
|
|
|
December 31, 2017
|
|
June 30,
2017 |
||||
Indefinite-lived other intangible assets
|
$
|
3,210.1
|
|
|
$
|
3,186.9
|
|
Finite-lived other intangible assets, net
|
5,340.6
|
|
|
5,238.3
|
|
||
Total Other intangible assets, net
|
$
|
8,550.7
|
|
|
$
|
8,425.2
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2017
|
$
|
409.8
|
|
|
$
|
1,696.4
|
|
|
$
|
1,278.5
|
|
|
$
|
3,384.7
|
|
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 30, 2017
|
291.0
|
|
|
1,620.5
|
|
|
1,275.4
|
|
|
3,186.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Measurement period adjustments
(a)
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
(14.8
|
)
|
||||
Foreign currency translation
|
12.3
|
|
|
15.9
|
|
|
9.8
|
|
|
38.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at December 31, 2017
|
422.1
|
|
|
1,712.3
|
|
|
1,273.5
|
|
|
3,407.9
|
|
||||
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at December 31, 2017
|
$
|
303.3
|
|
|
$
|
1,636.4
|
|
|
$
|
1,270.4
|
|
|
$
|
3,210.1
|
|
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
||||||||
License agreements
|
$
|
3,148.4
|
|
|
$
|
(653.3
|
)
|
|
$
|
—
|
|
|
$
|
2,495.1
|
|
Customer relationships
|
1,937.3
|
|
|
(375.0
|
)
|
|
(5.5
|
)
|
|
1,556.8
|
|
||||
Trademarks
|
1,001.1
|
|
|
(141.0
|
)
|
|
—
|
|
|
860.1
|
|
||||
Product formulations
|
389.3
|
|
|
(63.0
|
)
|
|
—
|
|
|
326.3
|
|
||||
Total
|
$
|
6,476.1
|
|
|
$
|
(1,232.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
5,238.3
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
License agreements
(a)(b)
|
$
|
3,385.0
|
|
|
$
|
(724.6
|
)
|
|
$
|
—
|
|
|
$
|
2,660.4
|
|
Customer relationships
(a)(b)
|
2,002.5
|
|
|
(447.5
|
)
|
|
(5.5
|
)
|
|
1,549.5
|
|
||||
Trademarks
|
1,004.9
|
|
|
(164.8
|
)
|
|
—
|
|
|
840.1
|
|
||||
Product formulations and technology
(a)
|
370.4
|
|
|
(79.8
|
)
|
|
—
|
|
|
290.6
|
|
||||
Total
|
$
|
6,762.8
|
|
|
$
|
(1,416.7
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
5,340.6
|
|
|
|
|
December 31, 2017
|
|
June 30,
2017 |
||||
Short-term debt
|
$
|
13.5
|
|
|
$
|
3.7
|
|
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
365.0
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
932.5
|
|
|
944.3
|
|
||
Galleria Term Loan B Facility due September 2023
|
997.5
|
|
|
1,000.0
|
|
||
Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
(a)
|
777.0
|
|
|
810.0
|
|
||
Coty Term Loan A Facility due October 2020
|
1,751.6
|
|
|
1,792.8
|
|
||
Coty Term Loan A Facility due October 2021
|
926.3
|
|
|
950.6
|
|
||
Coty Term Loan B Facility due October 2022
|
1,753.0
|
|
|
1,712.5
|
|
||
Other long-term debt and capital lease obligations
|
1.4
|
|
|
1.7
|
|
||
Total debt
|
7,517.8
|
|
|
7,215.6
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(295.9
|
)
|
|
(209.1
|
)
|
||
Total Long-term debt
|
7,221.9
|
|
|
7,006.5
|
|
||
Less: Unamortized debt issuance costs
(b)
|
(66.3
|
)
|
|
(67.6
|
)
|
||
Less: Discount on Long-term debt
|
(9.8
|
)
|
|
(10.6
|
)
|
||
Total Long-term debt, net
|
$
|
7,145.8
|
|
|
$
|
6,928.3
|
|
|
|
•
|
LIBOR of the applicable qualified currency plus the applicable margin; or
|
•
|
ABR plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 5.00:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 5.00:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
|
December 31, 2017
|
|
June 30, 2017
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Galleria Credit Agreement
|
$
|
2,295.0
|
|
|
$
|
2,300.3
|
|
|
$
|
1,944.3
|
|
|
$
|
1,944.0
|
|
Coty Credit Agreement
|
5,207.9
|
|
|
5,219.9
|
|
|
5,265.9
|
|
|
5,275.4
|
|
Fiscal Year Ending June 30,
|
|
||
2018, remaining
|
$
|
109.8
|
|
2019
|
219.6
|
|
|
2020
|
219.6
|
|
|
2021
|
2,412.7
|
|
|
2022
|
1,915.7
|
|
|
Thereafter
|
2,625.5
|
|
|
Total
|
$
|
7,502.9
|
|
Test Period Ending
|
Total Net Leverage Ratio
(a)
|
December 31, 2017
|
5.00 to 1.00
|
March 31, 2018
|
4.75 to 1.00
|
June 30, 2018
|
4.75 to 1.00
|
September 30, 2018
|
4.50 to 1.00
|
December 31, 2018
|
4.50 to 1.00
|
March 31, 2019
|
4.25 to 1.00
|
June 30, 2019
|
4.25 to 1.00
|
September 30, 2019
|
4.00 to 1.00
|
December 31, 2019
|
4.00 to 1.00
|
March 31, 2020
|
4.00 to 1.00
|
June 30, 2020
|
4.00 to 1.00
|
September 30, 2020
|
4.00 to 1.00
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest expense
|
$
|
69.6
|
|
|
$
|
59.2
|
|
|
$
|
137.0
|
|
|
$
|
98.9
|
|
Foreign exchange (gains) losses, net of derivative contracts
|
(6.9
|
)
|
|
(0.1
|
)
|
|
(5.9
|
)
|
|
1.2
|
|
||||
Interest income
|
(2.4
|
)
|
|
(1.2
|
)
|
|
(4.4
|
)
|
|
(1.8
|
)
|
||||
Total interest expense, net
|
$
|
60.3
|
|
|
$
|
57.9
|
|
|
$
|
126.7
|
|
|
$
|
98.3
|
|
|
Three Months Ended December 31,
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
7.1
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
10.3
|
|
|
$
|
7.7
|
|
Interest cost
|
0.1
|
|
|
0.6
|
|
|
3.1
|
|
|
2.1
|
|
|
0.6
|
|
|
0.5
|
|
|
3.8
|
|
|
3.2
|
|
||||||||
Expected return on plan assets
|
—
|
|
|
(0.4
|
)
|
|
(1.9
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(1.4
|
)
|
||||||||
Amortization of net loss (gain)
|
(0.1
|
)
|
|
0.5
|
|
|
0.4
|
|
|
1.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.2
|
|
|
1.6
|
|
||||||||
Settlement loss recognized
|
—
|
|
|
12.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
||||||||
Net periodic benefit cost (credit)
|
$
|
—
|
|
|
$
|
13.5
|
|
|
$
|
11.5
|
|
|
$
|
8.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
11.1
|
|
|
$
|
22.0
|
|
|
Six Months Ended December 31,
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.6
|
|
|
$
|
9.1
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
|
$
|
20.6
|
|
|
$
|
10.0
|
|
Interest cost
|
0.3
|
|
|
1.3
|
|
|
6.2
|
|
|
2.7
|
|
|
1.2
|
|
|
0.9
|
|
|
7.7
|
|
|
4.9
|
|
||||||||
Expected return on plan assets
|
—
|
|
|
(0.9
|
)
|
|
(3.8
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
(2.7
|
)
|
||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
(2.8
|
)
|
|
(3.0
|
)
|
|
(2.6
|
)
|
|
(2.8
|
)
|
||||||||
Amortization of net loss (gain)
|
(0.3
|
)
|
|
1.0
|
|
|
0.7
|
|
|
2.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.3
|
|
|
3.2
|
|
||||||||
Settlement loss recognized
|
—
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
||||||||
Net periodic benefit cost (credit)
|
$
|
—
|
|
|
$
|
17.3
|
|
|
$
|
22.9
|
|
|
$
|
12.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
22.2
|
|
|
$
|
28.5
|
|
Gain (Loss) Recognized in OCI
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange forward contracts
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.6
|
|
Interest rate swap contracts
|
11.0
|
|
|
40.2
|
|
|
11.5
|
|
|
45.3
|
|
||||
Net investment hedge
|
(10.9
|
)
|
|
45.9
|
|
|
(33.0
|
)
|
|
38.1
|
|
Condensed Consolidated Statements of Operations
Classification of Gain (Loss) Reclassified from AOCI/(L) |
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange forward contracts:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.4
|
|
|
$
|
1.6
|
|
Cost of sales
|
0.4
|
|
|
0.3
|
|
|
0.5
|
|
|
0.3
|
|
||||
Interest rate swap contracts:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(0.6
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(6.6
|
)
|
Condensed Consolidated Statements of Operations
Classification of Gain (Loss) Recognized in Operations |
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Selling, general and administrative expenses
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
(0.9
|
)
|
|
$
|
0.4
|
|
Interest expense, net
|
5.0
|
|
|
12.1
|
|
|
13.1
|
|
|
10.0
|
|
||||
Other expense, net
|
(0.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Declaration Date
|
|
Dividend Type
|
|
Dividend Per Share
|
|
Holders of Record Date
|
|
Dividend Value
|
|
Dividend Payment Date
|
|
Dividends Paid
|
|
Dividends Payable
(a)
|
||||||||
Fiscal 2018
|
||||||||||||||||||||||
August 22, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
September 1, 2017
|
|
$
|
94.4
|
|
|
September 14, 2017
|
|
$
|
93.6
|
|
|
$
|
0.8
|
|
November 9, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
November 30, 2017
|
|
$
|
94.6
|
|
|
December 14, 2017
|
|
$
|
93.7
|
|
|
$
|
0.9
|
|
Fiscal 2018
|
|
|
|
$
|
0.250
|
|
|
|
|
$
|
189.0
|
|
|
|
|
$
|
187.3
|
|
|
$
|
1.7
|
|
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
|
|
|
||||||||||||
|
Gain on Cash Flow Hedges
|
|
Loss on Net Investment Hedges
|
|
Other Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||
Balance—July 1, 2017
|
$
|
12.6
|
|
|
$
|
(23.7
|
)
|
|
$
|
(20.8
|
)
|
|
$
|
36.3
|
|
|
$
|
4.4
|
|
Other comprehensive (loss) income before reclassifications
|
7.2
|
|
|
(33.0
|
)
|
|
303.6
|
|
|
1.6
|
|
|
279.4
|
|
|||||
Net amounts reclassified from AOCI/(L)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net current-period other comprehensive (loss)
income |
7.3
|
|
|
(33.0
|
)
|
|
303.6
|
|
|
1.6
|
|
|
279.5
|
|
|||||
Balance—December 31, 2017
|
$
|
19.9
|
|
|
$
|
(56.7
|
)
|
|
$
|
282.8
|
|
|
$
|
37.9
|
|
|
$
|
283.9
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
|
|
|
||||||||||||
|
Gain (Loss) on Cash Flow Hedges
|
|
Gain (Loss) on Net Investment Hedges
|
|
Other Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||
Balance—July 1, 2016
|
$
|
(28.9
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(164.0
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(239.7
|
)
|
Other comprehensive (loss) income before reclassifications
|
39.6
|
|
|
38.1
|
|
|
(133.9
|
)
|
|
0.4
|
|
|
(55.8
|
)
|
|||||
Net amounts reclassified from AOCI/(L)
|
2.3
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
12.0
|
|
|||||
Net current-period other comprehensive (loss)
income |
41.9
|
|
|
38.1
|
|
|
(133.9
|
)
|
|
10.1
|
|
|
(43.8
|
)
|
|||||
Balance—December 31, 2016
|
$
|
13.0
|
|
|
$
|
35.6
|
|
|
$
|
(297.9
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
(283.5
|
)
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net income attributable to Coty Inc.
|
$
|
109.2
|
|
|
$
|
46.8
|
|
|
$
|
89.5
|
|
|
$
|
46.8
|
|
Weighted-average common shares outstanding—Basic
|
749.6
|
|
|
746.6
|
|
|
749.1
|
|
|
539.8
|
|
||||
Effect of dilutive stock options and Series A Preferred Stock
(a)
|
1.2
|
|
|
2.7
|
|
|
1.4
|
|
|
3.2
|
|
||||
Effect of restricted stock and RSUs
(b)
|
1.9
|
|
|
3.1
|
|
|
2.0
|
|
|
2.8
|
|
||||
Weighted-average common shares outstanding—Diluted
|
752.7
|
|
|
752.4
|
|
|
752.5
|
|
|
545.8
|
|
||||
Net income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.15
|
|
|
$
|
0.06
|
|
|
$
|
0.12
|
|
|
$
|
0.09
|
|
Diluted
|
0.15
|
|
|
0.06
|
|
|
0.12
|
|
|
0.09
|
|
|
|
(a)
|
For the
three and six months ended December 31, 2017
, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase
15.3 million
and
13.6 million
shares of common stock, respectively, were excluded in the computation of diluted EPS as their inclusion would be anti-dilutive. For the
three and six months ended December 31, 2016
, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase
10.8 million
and
6.4 million
shares of common stock, respectively, were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.
|
(b)
|
For the
three and six months ended December 31, 2017
,
2.6 million
and
4.1 million
of outstanding RSUs, respectively, were excluded in the computation of diluted EPS as their inclusion would be anti-dilutive. For the
three and six months ended December 31, 2016
,
1.1 million
and
0.6 million
of outstanding RSUs, respectively, were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.
|
•
|
our ability to achieve our global business strategies, compete effectively in the beauty industry and achieve the benefits contemplated by our strategic transactions, including our joint ventures and recent acquisitions, within the expected time frame or at all;
|
•
|
use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, stock compensation expense, income taxes, purchase price allocations, the assessment of goodwill, other intangible assets and long-lived assets for impairment, the market value of inventory, pension expense and the fair value of acquired assets and liabilities associated with acquisitions;
|
•
|
managerial, integration, operational, regulatory, legal and financial risks, including management of cash flows, and expenses and costs (including one-time costs and capital expenses) associated with our strategic transactions and internal reorganizations, including current and future business realignment activities;
|
•
|
the continued integration of the P&G Beauty Business and other recent acquisitions with our business, operations, systems, financial data and culture and the ability to realize synergies, reduce costs and realize other potential efficiencies and benefits (including through the Company’s restructuring and business realignment programs) at the levels and at the costs and within the time frames currently contemplated or at all;
|
•
|
our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including any relaunched or rebranded products, execution of new launches, and the anticipated costs and discounting associated with such relaunches and rebrands;
|
•
|
increased competition, consolidation among retailers, shifts in consumers’ preferred distribution channels (including to digital channels), changes in product and marketing requirements by retailers, and other changes in the retail, e-commerce and wholesale environment in which we do business and sell our products;
|
•
|
changes in law (including the Tax Act), regulations and policies and/or the enforcement thereof that affect our business, financial performance, operations or its products;
|
•
|
our and our brand partners' and licensors' abilities to obtain, maintain and protect the intellectual property rights, including trademarks, brand names and other intellectual property used in their respective businesses, products and software, and their and our other business partners (including suppliers, customers, and talent) and licensors’ abilities to protect their respective reputations, public goodwill as well as defend claims by third parties for infringement of intellectual property rights;
|
•
|
successfully divesting and/or discontinuing non-core brands (including associated post-closing reduction programs) and to rationalizing wholesale distribution by reducing the amount of product diversion to the value and mass channels;
|
•
|
any unanticipated problems, liabilities or other challenges associated with an acquired business which could result in increased risk of new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory or legal matters;
|
•
|
our international operations and joint ventures, including enforceability and effectiveness of its joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex domestic and international regulations;
|
•
|
our dependence on certain licenses (especially in the Luxury division), entities performing outsourced functions and third-party suppliers, including third party software providers;
|
•
|
administrative, development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts;
|
•
|
global political and/or economic uncertainties, disruptions or major regulatory changes, including the impact of Brexit, the current U.S. administration and recent changes in the U.S. tax code;
|
•
|
the number, type, outcomes (by judgment, order or settlement) and costs of legal, tax, regulatory or administrative proceedings, and/or litigation;
|
•
|
our ability to manage seasonal and other variability and to anticipate future business trends and needs;
|
•
|
disruptions in operations, including due to disruptions in supply chain, restructurings, manufacturing or information technology systems, labor disputes, natural disasters and consolidation of our legal entities, supply chain, footprint and information technology systems;
|
•
|
restrictions imposed on us through our license agreements and credit facilities, our ability to refinance or recapitalize debt, and changes in the manner in which we finance our debt and future capital needs, including potential acquisitions;
|
•
|
increasing dependency on information technology and our ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, inability to control the quality or level of detail of financial data provided by third parties, and our failure to comply with any privacy or data security laws (including the EU General Data Protection Regulation) or to protect against theft of customer, employee and corporate sensitive information;
|
•
|
our ability to attract and retain key personnel, including during times of integration, transition and restructurings;
|
•
|
the distribution and sale by third parties of counterfeit and/or gray market versions of our products; and
|
•
|
other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
|
•
|
strategic plans and annual budgets are prepared using the Adjusted Performance Measures;
|
•
|
senior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and
|
•
|
senior management’s annual compensation is calculated, in part, by using the Adjusted Performance Measures.
|
•
|
Costs related to acquisition activities: We have excluded acquisition-related costs and acquisition accounting impacts such as those related to transaction costs and costs associated with the revaluation of acquired inventory in connection with business combinations because these costs are unique to each transaction. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and the maturities of the businesses being acquired. Also, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of any future acquisitions.
|
•
|
Restructuring and other business realignment costs: We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the
|
•
|
Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance. Although we exclude amortization of intangible assets from our non-GAAP expenses, our management believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
|
•
|
Interest and other (income) expense: We have excluded foreign currency impacts associated with acquisition-related forward contracts and debt financing related forward contracts as the nature and amount of such charges are not consistent and are significantly impacted by the timing and size of such transactions.
|
•
|
Noncontrolling interests: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant non-controlling interest percentage.
|
•
|
Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income. The tax impact of the non-GAAP adjustments are based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred.
|
•
|
the scale of the combined company by evaluating consolidated and segment financial metrics;
|
•
|
the expansion of product offerings by evaluating segment, brand, and geographic performance and the respective strength of the brands;
|
•
|
the evaluation of market share expansion in categories and geographies;
|
•
|
the earnings per share accretion and substantial incremental free cash flow generation providing financial flexibility for us; and
|
•
|
the comparison of actual and projected results, including achievement of projected synergies, post integration; provided that timing for any such comparison will depend on the size and complexity of the acquisition.
|
|
Three Months Ended
December 31, |
|
Change %
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
2017/2016
|
|||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
|||||
Luxury
|
$
|
85.1
|
|
|
$
|
66.6
|
|
|
28
|
%
|
Consumer Beauty
|
99.3
|
|
|
62.9
|
|
|
58
|
%
|
||
Professional Beauty
|
73.5
|
|
|
83.3
|
|
|
(12
|
%)
|
||
Corporate
|
(83.5
|
)
|
|
(225.5
|
)
|
|
63
|
%
|
||
Total
|
174.4
|
|
|
(12.7
|
)
|
|
>100%
|
|
|
Three Months Ended December 31, 2017
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
||||||
Luxury
|
$
|
85.1
|
|
|
$
|
(40.3
|
)
|
|
$
|
125.4
|
|
Consumer Beauty
|
99.3
|
|
|
(32.6
|
)
|
|
131.9
|
|
|||
Professional Beauty
|
73.5
|
|
|
(16.7
|
)
|
|
90.2
|
|
|||
Corporate
|
(83.5
|
)
|
|
(83.5
|
)
|
|
—
|
|
|||
Total
|
174.4
|
|
|
(173.1
|
)
|
|
347.5
|
|
|
Three Months Ended December 31, 2016
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
||||||
Luxury
|
$
|
66.6
|
|
|
$
|
(30.9
|
)
|
|
$
|
97.5
|
|
Consumer Beauty
|
62.9
|
|
|
(47.6
|
)
|
|
110.5
|
|
|||
Professional Beauty
|
83.3
|
|
|
(16.7
|
)
|
|
100.0
|
|
|||
Corporate
|
(225.5
|
)
|
|
(225.5
|
)
|
|
—
|
|
|||
Total
|
(12.7
|
)
|
|
(320.7
|
)
|
|
308.0
|
|
(a)
|
See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for Coty Inc.” below. All adjustments are reflected in Corporate, except for Amortization expense which is reflected in the Luxury, Consumer Beauty and Professional Beauty divisions.
|
|
Three Months Ended
December 31, |
|
Change %
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
2017/2016
|
|||||
Reported Operating Income (Loss)
|
$
|
174.4
|
|
|
$
|
(12.7
|
)
|
|
>100%
|
|
% of Net revenues
|
6.6
|
%
|
|
(0.6
|
%)
|
|
|
|||
Amortization expense
|
89.6
|
|
|
95.2
|
|
|
(6
|
%)
|
||
Restructuring and other business realignment costs
|
75.6
|
|
|
22.6
|
|
|
>100%
|
|
||
Costs related to acquisition activities
|
7.9
|
|
|
190.1
|
|
|
(96
|
%)
|
||
Pension settlement charges
|
—
|
|
|
12.8
|
|
|
(100
|
%)
|
||
Total adjustments to reported Operating income
|
173.1
|
|
|
320.7
|
|
|
(46
|
%)
|
||
Adjusted operating income
|
$
|
347.5
|
|
|
$
|
308.0
|
|
|
13
|
%
|
% of Net revenues
|
13.2
|
%
|
|
13.4
|
%
|
|
|
•
|
We incurred restructuring costs of
$21.7
primarily related to the Global Integration Activities, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $53.9 primarily related to our Global Integration Activities and certain other programs. This amount includes
$43.7
reported in Selling, general and administrative expenses and
$10.2
reported in Cost of sales in the Condensed Consolidated Statements of Operations, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
•
|
We incurred restructuring costs of $15.8 primarily related to the Global Integration Activities, Organizational Redesign and Acquisition Integration Program costs, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $6.8 primarily related to our Organizational Redesign and certain other programs. Of this amount, $3.2 is included in Cost of goods sold, $2.2 is included in Selling, general and administrative expenses and $1.4 is included in Other expense in the Condensed Consolidated Statements of Operations.
|
|
Three Months Ended
December 31, 2017 |
|
Three Months Ended
December 31, 2016 |
||||||||||||||||||
(in millions)
|
Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
|
(Loss) Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported Income (loss) before income taxes
|
$
|
110.7
|
|
|
$
|
(7.9
|
)
|
|
(7.1
|
%)
|
|
$
|
(70.0
|
)
|
|
$
|
(122.1
|
)
|
|
174.4
|
%
|
Adjustments to reported Operating income
(a) (b)
|
173.1
|
|
|
37.2
|
|
|
|
|
320.7
|
|
|
144.2
|
|
|
|
||||||
Adjusted Income before income taxes
|
$
|
283.8
|
|
|
$
|
29.3
|
|
|
10.3
|
%
|
|
$
|
250.7
|
|
|
$
|
22.1
|
|
|
8.8
|
%
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.
|
|
Three Months Ended
December 31, |
|
Change %
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
2017/2016
|
|||||
Reported Net Income Attributable to Coty Inc.
|
$
|
109.2
|
|
|
$
|
46.8
|
|
|
>100%
|
|
% of Net revenues
|
4.1
|
%
|
|
2.0
|
%
|
|
|
|||
Adjustments to reported Operating income
(a)
|
173.1
|
|
|
320.7
|
|
|
(46
|
%)
|
||
Adjustments to Noncontrolling interests
(b)
|
(7.9
|
)
|
|
—
|
|
|
N/A
|
|
||
Change in tax provision due to adjustments to reported Net Income Attributable to Coty Inc.
|
(37.2
|
)
|
|
(144.2
|
)
|
|
74
|
%
|
||
Adjusted net income attributable to Coty Inc.
|
$
|
237.2
|
|
|
$
|
223.3
|
|
|
6
|
%
|
% of Net revenues
|
9.0
|
%
|
|
9.7
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
749.6
|
|
|
746.6
|
|
|
|
|||
Diluted
|
752.7
|
|
|
752.4
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
|
|
Diluted
|
0.32
|
|
|
0.30
|
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
The amounts represent the impact of non-GAAP adjustments to Net income attributable to noncontrolling interest related to the Company’s majority-owned consolidated subsidiaries. The amounts are based on the relevant noncontrolling interest’s percentage ownership in the related subsidiary, for which the non-GAAP adjustments were made.
|
|
Six Months Ended
December 31, |
|
|
||||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
||||||
NET REVENUES
|
|
|
|
|
|
|
|||||
Luxury
|
$
|
1,715.6
|
|
|
|
$
|
1,284.0
|
|
|
34
|
%
|
Consumer Beauty
|
2,182.0
|
|
|
|
1,573.6
|
|
|
39
|
%
|
||
Professional Beauty
|
978.3
|
|
|
|
519.3
|
|
|
88
|
%
|
||
Total
|
$
|
4,875.9
|
|
|
|
$
|
3,376.9
|
|
|
44
|
%
|
|
Six Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
NET REVENUES
|
|
|
|
|
|
|||||
North America
|
$
|
1,492.4
|
|
|
$
|
1,044.9
|
|
|
43
|
%
|
Europe
|
2,266.0
|
|
|
1,581.0
|
|
|
43
|
%
|
||
ALMEA
|
1,117.5
|
|
|
751.0
|
|
|
49
|
%
|
||
Total
|
$
|
4,875.9
|
|
|
$
|
3,376.9
|
|
|
44
|
%
|
|
Six Months Ended December 31, 2017
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
OPERATING INCOME
|
|
|
|
|
|
||||||
Luxury
|
$
|
141.8
|
|
|
$
|
(73.5
|
)
|
|
$
|
215.3
|
|
Consumer Beauty
|
161.2
|
|
|
(59.0
|
)
|
|
220.2
|
|
|||
Professional Beauty
|
71.8
|
|
|
(35.3
|
)
|
|
107.1
|
|
|||
Corporate
|
(171.7
|
)
|
|
(171.7
|
)
|
|
—
|
|
|||
Total
|
203.1
|
|
|
(339.5
|
)
|
|
542.6
|
|
|
Six Months Ended December 31, 2016
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
OPERATING INCOME
|
|
|
|
|
|
||||||
Luxury
|
$
|
142.7
|
|
|
$
|
(45.4
|
)
|
|
$
|
188.1
|
|
Consumer Beauty
|
115.6
|
|
|
(52.4
|
)
|
|
168.0
|
|
|||
Professional Beauty
|
99.7
|
|
|
(18.6
|
)
|
|
118.3
|
|
|||
Corporate
|
(324.3
|
)
|
|
(324.3
|
)
|
|
—
|
|
|||
Total
|
33.7
|
|
|
(440.7
|
)
|
|
474.4
|
|
(a)
|
See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for Coty Inc.” below. All adjustments are reflected in Corporate, except for Amortization expense which is reflected in the Luxury, Consumer Beauty and Professional Beauty divisions.
|
|
Six Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported Operating Income
|
$
|
203.1
|
|
|
$
|
33.7
|
|
|
>100%
|
|
% of Net revenues
|
4.2
|
%
|
|
1.0
|
%
|
|
|
|||
Amortization expense
|
167.8
|
|
|
116.4
|
|
|
44
|
%
|
||
Restructuring and other business realignment costs
|
106.2
|
|
|
35.0
|
|
|
>100%
|
|
||
Costs related to acquisition activities
|
65.5
|
|
|
273.4
|
|
|
(76
|
%)
|
||
Pension settlement charges
|
—
|
|
|
15.9
|
|
|
(100
|
%)
|
||
Total adjustments to reported Operating income
|
339.5
|
|
|
440.7
|
|
|
(23
|
%)
|
||
Adjusted Operating income
|
$
|
542.6
|
|
|
$
|
474.4
|
|
|
14
|
%
|
% of Net revenues
|
11.1
|
%
|
|
14.0
|
%
|
|
|
|
•
|
We incurred restructuring costs of
$32.9
primarily related to the Global Integration Activities, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of
$73.3
primarily related to our Global Integration Activities, Organizational Redesign and certain other programs. Of this amount
$52.6
is included in Selling, general and administrative expenses and
$20.7
is included in Cost of sales, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
•
|
We incurred Restructuring costs of $23.2 primarily related to the Global Integration Activities, Acquisition Integration Program and Organizational Redesign, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $11.8 primarily related to our Organizational Redesign. Of this amount, $7.0 is included in Selling, general and administrative expenses, $3.4 is included in Cost of sales, and $1.4 is included in Other expense in the Condensed Consolidated Statements of Operations.
|
|
Six Months Ended
December 31, 2017 |
|
Six Months Ended
December 31, 2016 |
||||||||||||||||||
(in millions)
|
Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
|
(Loss) Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported Income (Loss) before income taxes
|
$
|
69.3
|
|
|
$
|
(33.2
|
)
|
|
(47.9
|
%)
|
|
$
|
(65.3
|
)
|
|
$
|
(127.2
|
)
|
|
194.8
|
%
|
Adjustments to reported Operating income
(a)(b)
|
339.5
|
|
|
96.8
|
|
|
|
|
440.7
|
|
|
186.7
|
|
|
|
||||||
Adjustments to Interest expense
(b)(c)
|
—
|
|
|
—
|
|
|
|
|
1.4
|
|
|
0.6
|
|
|
|
||||||
Adjusted Income before income taxes
|
$
|
408.8
|
|
|
$
|
63.6
|
|
|
15.6
|
%
|
|
$
|
376.8
|
|
|
$
|
60.1
|
|
|
16.0
|
%
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”.
|
(b)
|
The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.
|
(c)
|
See “Reconciliation of Reported Net (Loss) Income Attributable to Coty Inc. to Adjusted Net Income Attributable to Coty Inc.”
|
|
Six Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported net income attributable to Coty Inc.
|
$
|
89.5
|
|
|
$
|
46.8
|
|
|
91
|
%
|
% of Net revenues
|
1.8
|
%
|
|
1.4
|
%
|
|
|
|||
Adjustments to reported Operating income
(a)
|
339.5
|
|
|
440.7
|
|
|
(23
|
%)
|
||
Adjustments to Interest expense
(b)
|
—
|
|
|
1.4
|
|
|
N/A
|
|
||
Adjustments to Noncontrolling interests
(c)
|
(18.7
|
)
|
|
—
|
|
|
N/A
|
|
||
Change in tax provision due to adjustments to reported Net income attributable to Coty Inc.
|
(96.8
|
)
|
|
(187.3
|
)
|
|
48
|
%
|
||
Adjusted net income attributable to Coty Inc.
|
313.5
|
|
|
301.6
|
|
|
4
|
%
|
||
% of Net revenues
|
6.4
|
%
|
|
8.9
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
749.1
|
|
|
539.8
|
|
|
|
|||
Diluted
|
752.5
|
|
|
545.8
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.42
|
|
|
$
|
0.56
|
|
|
|
|
Diluted
|
0.42
|
|
|
0.55
|
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
In the
six months ended December 31, 2016
, the amount represents a net loss of $1.4 incurred in connection with the Hypermarcas Brands and subsequent intercompany loans, included in Interest expense, net in the Condensed Consolidated Statements of Operations.
|
(c)
|
The amounts represent the impact of non-GAAP adjustments to Net income attributable to noncontrolling interest related to the Company’s majority-owned consolidated subsidiaries. The amounts are based on the relevant noncontrolling interest’s percentage ownership in the related subsidiary, for which the non-GAAP adjustments were made.
|
|
December 31, 2017
|
|
June 30,
2017 |
||||
Short-term debt
|
$
|
13.5
|
|
|
$
|
3.7
|
|
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
365.0
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
932.5
|
|
|
944.3
|
|
||
Galleria Term Loan B Facility due September 2023
|
997.5
|
|
|
1,000.0
|
|
||
Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
(a)
|
777.0
|
|
|
810.0
|
|
||
Coty Term Loan A Facility due October 2020
|
1,751.6
|
|
|
1,792.8
|
|
||
Coty Term Loan A Facility due October 2021
|
926.3
|
|
|
950.6
|
|
||
Coty Term Loan B Facility due October 2022
|
1,753.0
|
|
|
1,712.5
|
|
||
Other long-term debt and capital lease obligations
|
1.4
|
|
|
1.7
|
|
||
Total debt
|
7,517.8
|
|
|
7,215.6
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(295.9
|
)
|
|
(209.1
|
)
|
||
Total Long-term debt
|
7,221.9
|
|
|
7,006.5
|
|
||
Less: Unamortized debt issuance costs
(b)
|
(66.3
|
)
|
|
(67.6
|
)
|
||
Less: Discount on Long-term debt
|
(9.8
|
)
|
|
(10.6
|
)
|
||
Total Long-term debt, net
|
$
|
7,145.8
|
|
|
$
|
6,928.3
|
|
|
|
•
|
LIBOR of the applicable qualified currency plus the applicable margin; or
|
•
|
ABR plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 5.00:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 5.00:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
Test Period Ending
|
Total Net Leverage Ratio
(a)
|
December 31, 2017
|
5.00 to 1.00
|
March 31, 2018
|
4.75 to 1.00
|
June 30, 2018
|
4.75 to 1.00
|
September 30, 2018
|
4.50 to 1.00
|
December 31, 2018
|
4.50 to 1.00
|
March 31, 2019
|
4.25 to 1.00
|
June 30, 2019
|
4.25 to 1.00
|
September 30, 2019
|
4.00 to 1.00
|
December 31, 2019
|
4.00 to 1.00
|
March 31, 2020
|
4.00 to 1.00
|
June 30, 2020
|
4.00 to 1.00
|
September 30, 2020
|
4.00 to 1.00
|
|
|
|
Six Months Ended
December 31, |
||||||
|
2017
|
|
2016
|
||||
Condensed Consolidated Statements of Cash Flows Data:
(in millions)
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
307.8
|
|
|
$
|
663.4
|
|
Net cash used in investing activities
|
(494.0
|
)
|
|
(342.0
|
)
|
||
Net cash provided by financing activities
|
33.2
|
|
|
299.2
|
|
Declaration Date
|
|
Dividend Type
|
|
Dividend Per Share
|
|
Holders of Record Date
|
|
Dividend Value
|
|
Dividend Payment Date
|
|
Dividends Paid
|
|
Dividends Payable
(a)
|
||||||||
Fiscal 2018
|
||||||||||||||||||||||
August 22, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
September 1, 2017
|
|
$
|
94.4
|
|
|
September 14, 2017
|
|
$
|
93.6
|
|
|
$
|
0.8
|
|
November 9, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
November 30, 2017
|
|
$
|
94.6
|
|
|
December 14, 2017
|
|
$
|
93.7
|
|
|
$
|
0.9
|
|
Fiscal 2018
|
|
|
|
$
|
0.250
|
|
|
|
|
$
|
189.0
|
|
|
|
|
$
|
187.3
|
|
|
$
|
1.7
|
|
|
|
•
|
Revenue Recognition
|
•
|
Goodwill, Other Intangible Assets and Long-Lived Assets
|
•
|
Business Combinations
|
•
|
Inventory
|
•
|
Pension Benefit Costs
|
•
|
Income Taxes
|
•
|
Redeemable noncontrolling interests
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
(a)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
(a)
|
|||||
October 1, 2017 - October 31, 2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
November 1, 2017 - November 30, 2017
|
8,200,000
|
|
$
|
16.88
|
|
—
|
|
—
|
|
December 1, 2017 - December 31, 2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
8,200,000
|
|
$
|
16.88
|
|
—
|
|
—
|
|
|
|
Exhibit Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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.
|
|
|
|
|
|
Date: February 8, 2018
|
|
By:
|
/s/Camillo Pane
|
|
|
|
Name: Camillo Pane
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/Patrice de Talhouët
|
|
|
|
Name: Patrice de Talhouët
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
Option Grant
.
In accordance with the terms of the Plan and subject to these Terms and Conditions, the Company hereby grants to the Participant as of the Grant Date an option (the “
Option
”) to purchase all or any part of an aggregate of the number of Shares set forth in the Participant’s individual letter (the “
Option Shares
”). This award is subject to cancellation if the Participant has not executed the Company’s Restricted Covenants Agreement. This Option is a nonqualified stock option and is not intended to be an incentive stock option within the meaning of Code Section 422.
|
2.
|
Exercise Price
. The Exercise Price of the Option will be the closing price of Company Shares as of the Grant Date.
|
3.
|
Vesting and Exercisability of Option
. The Participant may exercise this Option only after it has become vested and exercisable in accordance with the following:
|
4.
|
Option Expiration
. The Option will expire on the tenth anniversary of the Grant Date (the “
Expiration Date
”). In no event may the Option be exercised after the Expiration Date.
|
5.
|
Transferability of Option
.
|
6.
|
Exercise of Option
.
|
7.
|
Termination of Service
. Upon termination of Service with the Company or an Affiliate, the Participant’s right to exercise any Option will be subject to the following rules:
|
8.
|
Plan and Terms and Conditions Not a Contract of Employment or Service
. Neither the Plan nor these Terms and Conditions are a contract of employment or Service, and no terms of the Participant’s employment or Service will be affected in any way by the Plan, these Terms and Conditions or related instruments, except to the extent specifically expressed therein. Neither the Plan nor these Terms and Conditions will be construed as conferring any legal rights on the Participant to continue to be employed
|
9.
|
Participant to Have No Rights as a Shareholder
. Before the date as of which the Participant is recorded on the books of the Company as the holder of any Option Shares, the Participant will have no rights as a shareholder with respect to those Shares.
|
11.
|
No Limitation on Rights of the Company
. The grant of the Option does not and will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.
|
12.
|
Notice
. Any notice or other communication required or permitted under these Terms and Conditions must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender’s expense. Notice will be deemed given when delivered personally or, if mailed, ten (10) days after the date of deposit in the United States mail or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to:
|
13.
|
Successors
. All obligations of the Company under these Terms and Conditions will be binding on any success to the Company, whether existence of the of the successor results from a direct or indirect purchase of all or substantially all of the business of the Company, or a merger, consolidation, or otherwise.
|
14.
|
Governing Law
. To the extent not pre-empted by federal law, these Terms and Conditions will be construed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to its conflicts of law principles that would require the application of the law of any other jurisdiction.
|
15.
|
Plan Document Controls
. The rights granted under these Terms and Conditions are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully in these Terms and Conditions. If the terms of these Terms and Conditions conflict with the terms of the Plan document, the Plan document will control.
|
16.
|
Amendment of these Terms and Conditions
. These Terms and Conditions may be amended (i) unilaterally by the Committee to the extent provided under the Plan, including pursuant to Section 15.2, or in the reasonable discretion of the Committee in order to adjust the targets for, and/or the calculation (or definition) of, Fixed Costs as a Percentage of Net Revenues in connection with acquisitions, divestitures and brands or lines of business discontinuations or (ii) by a written instrument signed by both parties.
|
17.
|
Entire Agreement
. These Terms and Conditions, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of these Terms and Conditions and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter.
|
18.
|
Administration
. The Committee administers the Plan and these Terms and Conditions. The Participant’s rights under these Terms and Conditions are expressly subject to the terms and conditions of the Plan, including any guidelines the Committee adopts from time to time. The Participant hereby acknowledges receipt of a copy of the Plan.
|
19.
|
Waiver
. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof. Any such waiver by a party shall be valid only if set forth in writing by such party.
|
Coty Inc.
Subsidiary List
as of December 31, 2017
|
|
Entity Name
|
Domestic Jurisdiction
|
Coty Argentina S.A.
|
Argentina
|
Cosmetic Suppliers PTY. LTD.
|
Australia
|
Coty Australia Pty. Limited
|
Australia
|
Gresham Cosmetics Pty Ltd
|
Australia
|
HFC Prestige International Australia PTY Ltd
|
Australia
|
Jemella Australia Pty Limited
|
Australia
|
Revolver Distribution Pty Ltd
|
Australia
|
Coty Austria GmbH
|
Austria
|
HFC Prestige International Austria GmbH
|
Austria
|
Coty Benelux S.A.
|
Belgium
|
HFC Prestige Products N.V.
|
Belgium
|
Younique Corporation
|
Belize
|
Coty Brasil Comércio Ltda
|
Brazil
|
HFC Brasil Comercio De Cosmeticos Ltda
|
Brazil
|
Lancaster do Brasil Cosmeticos Ltda.
|
Brazil
|
Savoy Indústria de Cosméticos S.A.
|
Brazil
|
StarAsia Distributions (Cambodia) Ltd.
|
Cambodia
|
Coty Canada Inc.
|
Canada
|
HFC Prestige International Canada, Inc.
|
Canada
|
TJoy Holdings Co. Ltd.
|
Cayman Islands
|
Coty Cosméticos Chile Limitada
|
Chile
|
Coty China Holding Limited
|
China
|
Coty Hong Kong Distribution Ltd.
|
China
|
Coty International Trade (Shanghai) Co., Ltd.
|
China
|
Coty Prestige Shanghai Ltd.
|
China
|
HFC (Shanghai) Cosmetics Co., Ltd
|
China
|
Nanjing Yanting Trade Co. Ltd.
|
China
|
Suzhou Ganon Trading Co., Ltd.
|
China
|
Suzhou Jiahua Biochemistry Co. Ltd
|
China
|
HFC Prestige Service Costa Rica S.R.L.
|
Costa Rica
|
Coty Ceska republika, s.r.o.
|
Czech Republic
|
GHD Scandinavia ApS
|
Denmark
|
HFC Prestige International Denmark ApS
|
Denmark
|
Ghd Finland Oy
|
Finland
|
HFC Prestige International Finland Oy
|
Finland
|
Coty France S.A.S.
|
France
|
Coty S.A.S.
|
France
|
Else France S.A.S.
|
France
|
Fragrance Production S.A.S.
|
France
|
GHD France S.á r.l.
|
France
|
HFC Prestige Holding France
|
France
|
Coty France SAS
|
France
|
Coty Brands Management GmbH
|
Germany
|
Coty Germany GmbH
|
Germany
|
Coty Services and Logistics GmbH
|
Germany
|
Ghd Deutschland GmbH
|
Germany
|
HFC Prestige International Germany GmbH
|
Germany
|
HFC Prestige Manufacturing Cologne Germany GmbH
|
Germany
|
HFC Prestige Manufacturing Germany GmbH
|
Germany
|
HFC Prestige Products GmbH
|
Germany
|
HFC Prestige Service Germany GmbH
|
Germany
|
Sebastian Europe GmbH
|
Germany
|
Wella Grundstuecks- und Vermoegensverwalturngs GmbH & Co. KG
|
Germany
|
Coty Hellas S.A.
|
Greece
|
Wella Hellas MEPE
|
Greece
|
Bourjois Limited
|
Hong Kong
|
Chi Chun Industrial Co. Ltd.
|
Hong Kong
|
Coty Hong Kong Limited (Kuiqui Holding Ltd.)
|
Hong Kong
|
Coty Prestige Hong Kong Ltd.
|
Hong Kong
|
Coty Prestige Shanghai (HK) Ltd.
|
Hong Kong
|
Coty Prestige Southeast Asia (HK) Limited
|
Hong Kong
|
GHD Hong Kong Limited
|
Hong Kong
|
HFC Prestige International Hong Kong Ltd.
|
Hong Kong
|
Ming-De Investment Co. Ltd.
|
Hong Kong
|
Super Globe Holdings Ltd.
|
Hong Kong
|
Younique Hong Kong, Limited
|
Hong Kong
|
Coty Hungary Kft.
|
Hungary
|
Coty India Beauty and Fragrance Products Private Limited
|
India
|
Wella India Private Limited
|
India
|
PT Star Asia Distributions Indonesia
|
Indonesia
|
PT. Coty Prestige Southeast Asia Indonesia
|
Indonesia
|
Coty Ireland Ltd.
|
Ireland
|
HFC Prestige Manufacturing Ireland Ltd.
|
Ireland
|
Wella Ireland
|
Ireland
|
Coty Italia S.R.L.
|
Italy
|
GHD Italia S.r.l.
|
Italy
|
Labocos Srl
|
Italy
|
Younique Products Italy S.r.l
|
Italy
|
HFC Prestige Japan Godo Kaisha
|
Japan
|
OPI-Japan K.K.
|
Japan
|
Coty Korea Ltd.
|
Korea, Republic Of
|
HFC Prestige International Holding Luxembourg SARL
|
Luxembourg
|
HFC Prestige International Luxembourg SARL
|
Luxembourg
|
Coty Malaysia Sdn. Bhd.
|
Malaysia
|
Coty Prestige Southeast Asia (M) Sdn. Bhd.
|
Malaysia
|
HFC Prestige International Malaysia Sdn. Bhd.
|
Malaysia
|
Coty Beauty Mexico, S.A. de C.V.
|
Mexico
|
Coty México, S.A. de C.V.
|
Mexico
|
Lion/Gloria Topco Limited
|
United Kingdom
|
Power Promotions Limited
|
United Kingdom
|
Power Wizards Limited
|
United Kingdom
|
Rimmel International Ltd.
|
United Kingdom
|
Wella (UK) Ltd
|
United Kingdom
|
Wonderful Life Limited
|
United Kingdom
|
Wonderful Life UK Limited
|
United Kingdom
|
Noxell Corporation
|
United Sates - MD
|
GHD Professional, North America, Inc.
|
United States - CA
|
HFC Prestige Products, Inc.
|
United States - CT
|
Beamly Inc.
|
United States - DE
|
Calvin Klein Cosmetic Corporation
|
United States - DE
|
Coty Brands Management Inc.
|
United States - DE
|
Coty Holdings, Inc.
|
United States - DE
|
Coty Inc.
|
United States - DE
|
Coty International LLC
|
United States - DE
|
Coty US Holdings Inc.
|
United States - DE
|
Coty US LLC
|
United States - DE
|
DLI International Holding I LLC
|
United States - DE
|
DLI International Holding II Corp
|
United States - DE
|
Foundation, LLC
|
United States - DE
|
Foundation Serviceco, LLC
|
United States - DE
|
Galleria Co.
|
United States - DE
|
Graham Webb International, Inc.
|
United States - DE
|
HFC Prestige International U.S. LLC
|
United States - DE
|
O P I Products, Inc.
|
United States - DE
|
Rimmel Inc.
|
United States - DE
|
The Wella Corporation
|
United States - DE
|
Younique DISC Corporation
|
United States - UT
|
Younique International Holdings LLC
|
United States - UT
|
Younique, LLC
|
United States - UT
|
Coty Beauty Vietnam Company Limited
|
Vietnam
|
|
/s/ Camillo Pane
|
|
|
Camillo Pane
|
|
|
Chief Executive Officer
|
|
|
/s/ Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
|
Chief Financial Officer
|
Date: February 8, 2018
|
/s/ Camillo Pane
|
|
|
Camillo Pane
|
|
|
Chief Executive Officer
|
Date: February 8, 2018
|
/s/ Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
|
Chief Financial Officer
|