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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, 2018
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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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Page
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•
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our ability to achieve our global business strategies, compete effectively in the beauty industry and achieve the benefits contemplated by our strategic initiatives (including sell-through of our relaunched brands, enhancement of our innovation pipeline, focus on emerging markets and channels, improvement of in-store execution and reduction in discounts in certain markets) within the expected time frame or at all;
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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 launches or relaunches and their associated costs and discounting, and consumer receptiveness to our marketing and consumer engagement activities (including digital marketing and media);
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use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, stock compensation expense, income taxes, 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;
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managerial, integration, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with multiple ongoing and future strategic initiatives, internal reorganizations and restructuring activities;
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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, avoid future supply chain and other business disruptions, reduce costs and realize other potential efficiencies and benefits (including through our restructuring initiatives) at the levels and at the costs and within the time frames contemplated or at all;
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increased competition, consolidation among retailers, shifts in consumers’ preferred distribution and marketing channels (including to digital and luxury channels), shelf-space resets or reductions, compression of go-to-market cycles, 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 and our ability to respond to such changes;
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our and our business partners' and licensors' abilities to obtain, maintain and protect the intellectual property used in our and their respective businesses, protect our and their respective reputations (including those of our and their executives or influencers), public goodwill, and defend claims by third parties for infringement of intellectual property rights;
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the effect of the divestiture and discontinuation of our non-core brands (including associated subsequent cost reduction programs) and rationalizing wholesale distribution by reducing the amount of product diversion to the value and mass channels;
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any change to our capital allocation and/or cash management priorities;
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•
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any unanticipated problems, liabilities or other challenges associated with an acquired business which could result in increased risk or new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory, compliance or legal matters;
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•
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our international operations and joint ventures, including enforceability and effectiveness of our joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex local and international regulations;
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•
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our dependence on certain licenses (especially in our Luxury division) and our ability to renew expiring licenses on favorable terms or at all;
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•
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our dependence on entities performing outsourced functions and third-party suppliers, including third party software providers;
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•
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administrative, product development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts;
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•
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global political and/or economic uncertainties, disruptions or major legal, regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of Brexit, the current U.S. administration, the results of elections in European countries and future elections in Brazil, changes in the U.S. tax code, and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S. and in other regions where we operate including the European Union and China;
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the number, type, outcomes (by judgment, order or settlement) and costs of legal, compliance, tax, regulatory or administrative proceedings, investigations and/or litigation;
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•
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our ability to manage seasonal and other variability and to anticipate future business trends and business needs;
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disruptions in operations and sales, including due to disruptions in supply chain, logistics, restructurings and other business alignment activities, manufacturing or information technology systems, labor disputes and natural disasters;
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•
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restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to repay, refinance or recapitalize debt, and changes in the manner in which we finance our debt and future capital needs;
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•
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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, including our digital transformation initiatives, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”)) or to protect against theft of customer, employee and corporate sensitive information;
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•
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our ability to attract and retain key personnel;
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the distribution and sale by third parties of counterfeit and/or gray market versions of our products; and
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other factors described elsewhere in this document and from time to time in documents that we file with the Securities and Exchange Commission (the “SEC”).
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Coty Consumer Beauty
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Coty Luxury
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Coty Professional Beauty
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Adidas
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Alexander McQueen
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Clairol Professional*
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Beckham
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Balenciaga
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ghd (good hair day)*
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Beyonce
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Burberry
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Kadus Professional*
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Biocolor*
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Bottega Veneta
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Londa Professional*
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Bozzano*
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Calvin Klein
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Nioxin*
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Bourjois*
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Cavalli
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O P I*
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Bruno Banani
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Chloe
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Sassoon Professional
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Clairol*
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Davidoff
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Sebastian*
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CoverGirl*
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Escada*
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System Professional*
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Enrique
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Gucci
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Wella Professionals*
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Jovan*
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Hugo Boss
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Nautica
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Jil Sander
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Max Factor*
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Joop!*
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Mexx
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Lacoste
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Monange*
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Lancaster*
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Paixao*
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Marc Jacobs
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Rimmel*
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Miu Miu
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Risque*
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philosophy*
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Sally Hansen*
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Stella McCartney
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Stetson
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Tiffany & Co.
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Wella*
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Younique*
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007 James Bond
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* Indicates an owned brand.
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•
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have economic or business interests or goals that are inconsistent with or adverse to ours;
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•
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take actions contrary to our requests or contrary to our policies or objectives, including actions that may violate applicable law;
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•
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be unable or unwilling to fulfill their obligations under the relevant joint venture agreements;
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•
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take actions that may harm our reputation;
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•
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have financial difficulties; or
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•
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have disputes with us as to the scope of their rights, responsibilities and obligations.
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subject to specified exceptions, issuing stock (or stock equivalents) or recapitalizing, repurchasing, redeeming or otherwise participating in acquisitions of its stock;
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•
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amending our or Galleria’s certificate of incorporation or other organizational documents to affect the voting rights of our or Galleria’s stock;
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merging or consolidating with another entity, or liquidating or partially liquidating, except for any merger, consolidation, liquidation or partial liquidation that is disregarded for U.S. federal income tax purposes;
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discontinuing, selling, transferring or ceasing to maintain the Galleria active business under section 355(b) of the Code;
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•
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taking any action that permits a proposed acquisition of our stock or Galleria stock to occur by means of an agreement to which none of us, Galleria or their affiliates is a party (including by soliciting a tender offer for Galleria stock or our stock, participating in or otherwise supporting any unsolicited tender offer for such stock or redeeming rights under a shareholder rights plan with respect to such stock); and
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•
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engaging in other actions or transactions that could jeopardize the tax-free status of the Distribution, Merger and/or certain related transactions.
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Location/Facility
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Use
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Segment
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London, England (leased)
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Corporate/Commercial
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Corporate
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New York, New York, U.S. (leased)
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Corporate/Commercial
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Corporate / Consumer Beauty
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Paris, France (3 locations) (leased)
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Corporate/Commercial
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Corporate / Luxury
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Geneva, Switzerland (2 locations) (leased)
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Corporate/Commercial/R&D
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Corporate / Professional Beauty
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Ashford, England (land leased, building owned)
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Manufacturing
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Consumer Beauty
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Bangkok, Thailand (owned)
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Manufacturing
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Professional Beauty
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Capella, Russia (owned)
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Manufacturing
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Consumer Beauty
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Chartres, France (owned)
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Manufacturing
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Luxury
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Cologne, Germany (owned)
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Manufacturing
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Luxury
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Granollers, Spain (owned)
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Manufacturing
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Luxury
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Hünfeld, Germany (owned)
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Manufacturing
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Professional Beauty
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Hunt Valley, U.S. (owned)
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Manufacturing
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Consumer Beauty
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Mariscala, Mexico (owned)
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Manufacturing
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Professional Beauty
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Monaco, Monaco (leased)
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Manufacturing
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Luxury
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Rothenkirchen, Germany (owned)
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Manufacturing
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Professional Beauty
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Sanford, North Carolina, U.S. (owned)
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Manufacturing
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Luxury
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Senador Canedo, Brazil (owned)
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Manufacturing
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Consumer Beauty
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Wujiang, China (owned)
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Manufacturing
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Consumer Beauty
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Morris Plains, New Jersey, U.S. (leased)
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R&D
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All segments
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Fiscal 2018
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Fiscal 2017
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||||||||||||||||||||
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High
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Low
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Cash Dividends
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High
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Low
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Cash Dividends
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||||||||||||
July 1 - September 30
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$
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20.88
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$
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15.83
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$
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0.125
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$
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30.13
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$
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23.06
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$
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0.275
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October 1 - December 31
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20.31
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14.24
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0.125
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25.34
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17.94
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|
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0.125
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||||||
January 1 - March 31
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21.68
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16.50
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0.125
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20.09
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|
|
18.12
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0.125
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||||||
April 1 - June 30
|
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18.75
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12.92
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0.125
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20.51
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16.95
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0.125
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(in millions, except per share data)
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Year Ended June 30,
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||||||||||||||||||
2018
(a)
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2017
(b)
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2016
(c)
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2015
(c)
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2014
|
|||||||||||
Consolidated Statements of Operations Data:
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|
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||||||||||
Net revenues
|
$
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9,398.0
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$
|
7,650.3
|
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$
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4,349.1
|
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$
|
4,395.2
|
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$
|
4,551.6
|
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Gross profit
|
5,789.6
|
|
|
4,621.8
|
|
|
2,603.1
|
|
|
2,638.2
|
|
|
2,685.9
|
|
|||||
Restructuring costs
|
173.2
|
|
|
372.2
|
|
|
86.9
|
|
|
75.4
|
|
|
37.3
|
|
|||||
Acquisition-related costs
|
64.2
|
|
|
355.4
|
|
|
174.0
|
|
|
34.1
|
|
|
0.7
|
|
|||||
Asset impairment charges
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
316.9
|
|
|||||
Operating income (loss)
|
161.2
|
|
|
(437.8
|
)
|
|
254.2
|
|
|
395.1
|
|
|
25.7
|
|
|||||
Interest expense, net
|
265.0
|
|
|
218.6
|
|
|
81.9
|
|
|
73.0
|
|
|
68.5
|
|
|||||
Loss on early extinguishment of debt
|
10.7
|
|
|
—
|
|
|
3.1
|
|
|
88.8
|
|
|
—
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|
|||||
Other expense, net
|
38.0
|
|
|
1.6
|
|
|
30.4
|
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|
—
|
|
|
1.3
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|
|||||
(Loss) income before income taxes
|
(152.5
|
)
|
|
(658.0
|
)
|
|
138.8
|
|
|
233.3
|
|
|
(44.1
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)
|
|||||
(Benefit) provision for income taxes
|
(24.7
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)
|
|
(259.5
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)
|
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(40.4
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)
|
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(26.1
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)
|
|
20.1
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|
|||||
Net (loss) income
|
(127.8
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)
|
|
(398.5
|
)
|
|
179.2
|
|
|
259.4
|
|
|
(64.2
|
)
|
|||||
Net income attributable to noncontrolling interests
|
2.0
|
|
|
15.4
|
|
|
7.6
|
|
|
15.1
|
|
|
17.8
|
|
|||||
Net income attributable to redeemable noncontrolling interests
|
39.0
|
|
|
8.3
|
|
|
14.7
|
|
|
11.8
|
|
|
15.4
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|
|||||
Net (loss) income attributable to Coty Inc.
|
$
|
(168.8
|
)
|
|
$
|
(422.2
|
)
|
|
$
|
156.9
|
|
|
$
|
232.5
|
|
|
$
|
(97.4
|
)
|
Per Share Data:
|
|
|
|
|
|
|
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|
||||||||||
Weighted-average common shares
|
|
|
|
|
|
|
|
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|
||||||||||
Basic
|
749.7
|
|
|
642.8
|
|
|
345.5
|
|
|
353.3
|
|
|
381.7
|
|
|||||
Diluted
|
749.7
|
|
|
642.8
|
|
|
354.2
|
|
|
362.9
|
|
|
381.7
|
|
|||||
Cash dividends declared per common share
|
$
|
0.50
|
|
|
$
|
0.65
|
|
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
|
$
|
0.66
|
|
|
$
|
(0.26
|
)
|
Diluted
|
(0.23
|
)
|
|
(0.66
|
)
|
|
0.44
|
|
|
0.64
|
|
|
(0.26
|
)
|
(in millions)
|
Year Ended June 30,
|
||||||||||||||||||
2018
(a)
|
|
2017
(b)
|
|
2016
(c)
|
|
2015
(c)
|
|
2014
|
|||||||||||
Consolidated Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
413.7
|
|
|
$
|
757.5
|
|
|
$
|
501.4
|
|
|
$
|
526.3
|
|
|
$
|
536.5
|
|
Net cash (used in) investing activities
|
(687.6
|
)
|
|
(1,163.6
|
)
|
|
(1,059.2
|
)
|
|
(171.2
|
)
|
|
(257.6
|
)
|
|||||
Net cash provided by (used in) financing activities
|
69.3
|
|
|
595.2
|
|
|
592.6
|
|
|
(1,138.2
|
)
|
|
(5.7
|
)
|
(in millions)
|
As of June 30,
|
||||||||||||||||||
2018
(a)
|
|
2017
(b)
|
|
2016
(c)
|
|
2015
(c)
|
|
2014
|
|||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
331.6
|
|
|
$
|
535.4
|
|
|
$
|
372.4
|
|
|
$
|
341.3
|
|
|
$
|
1,238.0
|
|
Total assets
(d)
|
22,630.2
|
|
|
22,548.2
|
|
|
7,035.6
|
|
|
5,998.0
|
|
|
6,570.8
|
|
|||||
Total debt, net of discount
|
7,610.5
|
|
|
7,205.0
|
|
|
4,162.8
|
|
|
2,634.7
|
|
|
3,293.5
|
|
|||||
Total Coty Inc. stockholders’ equity
|
8,849.7
|
|
|
9,314.7
|
|
|
360.2
|
|
|
969.8
|
|
|
843.8
|
|
|
|
•
|
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 programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
|
•
|
Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items 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.
|
•
|
Asset impairment charges: We have excluded the impact of asset impairments as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
|
•
|
Share-based compensation adjustment: During fiscal 2016, we excluded the impact of the fiscal 2013 accounting modification from liability plan to equity plan accounting for the share-based compensation plans as well as other share-based compensation transactions that are not reflective of the ongoing and planned pattern of recognition for such expense. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2016 for a full discussion of the share-based compensation adjustment.
|
•
|
Interest and other (income) expense: We have excluded foreign currency impacts associated with acquisition-related and debt financing-related forward contracts, as well as debt financing transaction costs as the nature and amount of such charges are not consistent and are significantly impacted by the timing and size of such transactions.
|
•
|
Loss on early extinguishment of debt: We have excluded loss on extinguishment of debt as this represents a non-cash charge, and the amount and frequency of such charges is not consistent and is significantly impacted by the timing and size of debt financing transactions.
|
•
|
Noncontrolling interest: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant 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.
|
|
2018
|
|
2017
|
First fiscal quarter
|
n/a
|
|
n/a
|
Second fiscal quarter
|
Acquisition
: Burberry Beauty Business (Luxury segment)
|
|
Acquisitions
: P&G Beauty Business (all segments) and ghd (Professional Beauty segment)
|
Third fiscal quarter
|
Termination
: Guess (Consumer Beauty segment)
|
|
Acquisition
: Younique (Consumer Beauty segment)
Divestiture
: J.Lo (Consumer Beauty segment)
|
Fourth fiscal quarter
|
Divestitures
: Playboy (Consumer Beauty segment) and Cerruti (Luxury segment)
|
|
n/a
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
2017/2016
|
||||||||
NET REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
3,210.5
|
|
|
$
|
2,566.6
|
|
|
$
|
1,836.6
|
|
|
25
|
%
|
|
40
|
%
|
Consumer Beauty
|
4,268.1
|
|
|
3,688.2
|
|
|
2,262.5
|
|
|
16
|
%
|
|
63
|
%
|
|||
Professional Beauty
|
1,919.4
|
|
|
1,395.5
|
|
|
250.0
|
|
|
38
|
%
|
|
>100%
|
|
|||
Total
|
$
|
9,398.0
|
|
|
$
|
7,650.3
|
|
|
$
|
4,349.1
|
|
|
23
|
%
|
|
76
|
%
|
(i)
|
A decline in net revenues from
CoverGirl
due to declines in existing product lines along with increased markdowns and trade spending. Despite declines in the brand in fiscal 2018, we have launched a multi-year brand turnaround strategy for
CoverGirl
in North America in the second quarter of fiscal 2018.
|
(ii)
|
Lower net revenues from
Sally Hansen
and
Playboy
due to less innovation in the first half of fiscal 2018 and declines in existing product lines.
|
(iii)
|
Lower net revenues from
Risque
due to a reduction in volume in Brazil in response to decreased sales discounts in the second half of fiscal 2018 and trade inventory correction. However, we continue to experience market share growth.
|
(iv)
|
Lower net revenues from
Astor
due to shelf-space losses in Germany.
|
(i)
|
Higher net revenues from
Nautica
primarily driven by increased volume through value distribution channels.
|
(ii)
|
Higher net revenues from
Max Factor
primarily reflecting increased distribution in China.
|
(iii)
|
Higher net revenues from
Guess
due to the timing of shipments.
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
2017/2016
|
||||||||
NET REVENUES
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
2,966.0
|
|
|
$
|
2,506.9
|
|
|
$
|
1,413.0
|
|
|
18
|
%
|
|
77
|
%
|
Europe
|
4,201.6
|
|
|
3,325.7
|
|
|
1,924.6
|
|
|
26
|
%
|
|
73
|
%
|
|||
ALMEA
|
2,230.4
|
|
|
1,817.7
|
|
|
1,011.5
|
|
|
23
|
%
|
|
80
|
%
|
|||
Total
|
$
|
9,398.0
|
|
|
$
|
7,650.3
|
|
|
$
|
4,349.1
|
|
|
23
|
%
|
|
76
|
%
|
|
Year Ended June 30,
|
|||||
(bps rounded to the nearest tenth)
|
2018/2017
|
|
2017/2016
|
|
||
Administrative costs
|
180
|
|
|
500
|
|
|
Advertising and consumer promotion costs
|
(110
|
)
|
|
240
|
|
|
Foreign currency exchange impact
|
—
|
|
|
(50
|
)
|
|
Share-based compensation
|
—
|
|
|
(40
|
)
|
|
Other selling, general, and administrative expenses
|
(50
|
)
|
|
—
|
|
|
Total basis point unfavorable (favorable) change
|
20
|
|
|
650
|
|
|
|
Year Ended June 30,
|
|||||
(bps rounded to nearest tenth)
|
2018/2017
|
|
2017/2016
|
|
||
Acquisition-related costs
|
400
|
|
|
(60
|
)
|
|
Restructuring
|
300
|
|
|
(290
|
)
|
|
Cost of sales
|
120
|
|
|
50
|
|
|
Loss (gain) on sale of assets
|
(30
|
)
|
|
(50
|
)
|
|
Selling, general and administrative expenses
|
(20
|
)
|
|
(650
|
)
|
|
Amortization
|
(20
|
)
|
|
(180
|
)
|
|
Other operating expenses
|
(10
|
)
|
|
20
|
|
|
Asset impairment charges
|
—
|
|
|
10
|
|
|
Total basis point favorable (unfavorable) change
|
740
|
|
|
(1,150
|
)
|
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
2017/2016
|
||||||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
248.7
|
|
|
$
|
158.0
|
|
|
$
|
228.9
|
|
|
57
|
%
|
|
(31
|
%)
|
Consumer Beauty
|
278.9
|
|
|
261.2
|
|
|
246.5
|
|
|
7
|
%
|
|
6
|
%
|
|||
Professional Beauty
|
119.4
|
|
|
78.5
|
|
|
68.0
|
|
|
52
|
%
|
|
15
|
%
|
|||
Corporate
|
(485.8
|
)
|
|
(935.5
|
)
|
|
(289.2
|
)
|
|
48
|
%
|
|
<(100%)
|
|
|||
Total
|
$
|
161.2
|
|
|
$
|
(437.8
|
)
|
|
$
|
254.2
|
|
|
>100%
|
|
|
<(100%)
|
|
|
|
|
Year Ended June 30, 2018
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
248.7
|
|
|
$
|
(145.1
|
)
|
|
$
|
393.8
|
|
Consumer Beauty
|
278.9
|
|
|
(132.2
|
)
|
|
411.1
|
|
|||
Professional Beauty
|
119.4
|
|
|
(75.5
|
)
|
|
194.9
|
|
|||
Corporate
|
(485.8
|
)
|
|
(485.8
|
)
|
|
—
|
|
|||
Total
|
161.2
|
|
|
(838.6
|
)
|
|
999.8
|
|
|
Year Ended June 30, 2017
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
158.0
|
|
|
$
|
(125.0
|
)
|
|
$
|
283.0
|
|
Consumer Beauty
|
261.2
|
|
|
(94.5
|
)
|
|
355.7
|
|
|||
Professional Beauty
|
78.5
|
|
|
(55.6
|
)
|
|
134.1
|
|
|||
Corporate
|
(935.5
|
)
|
|
(935.5
|
)
|
|
—
|
|
|||
Total
|
(437.8
|
)
|
|
(1,210.6
|
)
|
|
772.8
|
|
|
Year Ended June 30, 2016
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
228.9
|
|
|
$
|
(50.5
|
)
|
|
$
|
279.4
|
|
Consumer Beauty
|
246.5
|
|
|
(20.5
|
)
|
|
267.0
|
|
|||
Professional Beauty
|
68.0
|
|
|
(8.5
|
)
|
|
76.5
|
|
|||
Corporate
|
(289.2
|
)
|
|
(289.2
|
)
|
|
—
|
|
|||
Total
|
254.2
|
|
|
(368.7
|
)
|
|
622.9
|
|
(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.
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
2017/2016
|
||||||||
Reported operating income (loss)
|
$
|
161.2
|
|
|
$
|
(437.8
|
)
|
|
$
|
254.2
|
|
|
>100%
|
|
|
<(100%)
|
|
% of Net revenues
|
1.7
|
%
|
|
(5.7
|
)%
|
|
5.8
|
%
|
|
|
|
|
|||||
Restructuring and other business realignment costs
|
381.1
|
|
|
426.2
|
|
|
109.7
|
|
|
(11
|
%)
|
|
>100%
|
|
|||
Amortization expense
|
352.8
|
|
|
275.1
|
|
|
79.5
|
|
|
28
|
%
|
|
>100%
|
|
|||
Costs related to acquisition activities
|
76.1
|
|
|
494.9
|
|
|
197.5
|
|
|
(85
|
%)
|
|
>100%
|
|
|||
Pension settlement
|
—
|
|
|
17.5
|
|
|
—
|
|
|
(100
|
%)
|
|
100
|
%
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
5.5
|
|
|
N/A
|
|
|
(100
|
%)
|
|||
Share-based compensation expense adjustment
|
—
|
|
|
—
|
|
|
1.3
|
|
|
N/A
|
|
|
(100
|
%)
|
|||
Loss/(gain) on sale of assets
|
28.6
|
|
|
(3.1
|
)
|
|
(24.8
|
)
|
|
>100%
|
|
|
88
|
%
|
|||
Total adjustments to reported operating (loss) income
|
838.6
|
|
|
1,210.6
|
|
|
368.7
|
|
|
(31
|
%)
|
|
>100%
|
|
|||
Adjusted operating income
|
$
|
999.8
|
|
|
$
|
772.8
|
|
|
$
|
622.9
|
|
|
29
|
%
|
|
24
|
%
|
% of Net revenues
|
10.6
|
%
|
|
10.1
|
%
|
|
14.3
|
%
|
|
|
|
|
|
•
|
We incurred restructuring costs of
$173.2
primarily related to the Global Integration Activities and 2018 Restructuring Actions, included in the Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $207.9 primarily related to our Global Integration Activities, and certain other programs. This amount includes $156.8 in Selling, general and administrative expenses and $51.1 in Cost of sales.
|
•
|
We incurred restructuring costs of $372.2 primarily related to the Global Integration Activities, included in the Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $54.0 primarily related to our Global Integration Activities, Organizational Redesign and certain other programs. This amount includes $37.4 in Selling, general and administrative expenses and $16.6 in Cost of sales.
|
•
|
We incurred Restructuring costs of $86.9 primarily related to the Acquisition Integration Program and Organizational Redesign, included in the Consolidated Statements of Operations
|
•
|
We incurred other business realignment costs of $21.6 primarily related to our Organizational Redesign and the 2013 Productivity Program, included in Selling, general and administrative expenses in the Consolidated Statements of Operations. We incurred $1.2 of accelerated depreciation for fiscal 2016 resulting from a change in the estimated useful life of manufacturing equipment reported in Cost of sales.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
(Benefit) provision for income taxes
|
|
$
|
(24.7
|
)
|
|
$
|
(259.5
|
)
|
|
$
|
(40.4
|
)
|
Effective income tax rate
|
|
16.2
|
%
|
|
39.4
|
%
|
|
(29.1
|
)%
|
|
Year Ended June 30, 2018
|
|
Year Ended June 30, 2017
|
|
Year Ended June 30, 2016
|
|||||||||||||||||||||||||||
(in millions)
|
(Loss)/ 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
|
|
Income before income taxes
|
|
(Benefit)provision for income taxes
|
|
Effective tax rate
|
|||||||||||||||
Reported (loss) income before income taxes
|
$
|
(152.5
|
)
|
|
(24.7
|
)
|
|
16.2
|
%
|
|
$
|
(658.0
|
)
|
|
(259.5
|
)
|
|
39.4
|
%
|
|
$
|
138.8
|
|
|
(40.4
|
)
|
|
(29.1
|
)%
|
|||
Adjustments to reported operating income (loss)
(a) (b)
|
838.6
|
|
|
152.5
|
|
|
|
|
1,210.6
|
|
|
355.0
|
|
|
|
|
368.7
|
|
|
50.7
|
|
|
|
|||||||||
Other adjustments
(b) (c)
|
33.4
|
|
|
10.4
|
|
|
|
|
1.4
|
|
|
0.4
|
|
|
|
|
9.6
|
|
|
(0.7
|
)
|
|
|
|||||||||
Adjusted income before income taxes
|
$
|
719.5
|
|
|
$
|
138.2
|
|
|
19.2
|
%
|
|
$
|
554.0
|
|
|
$
|
95.9
|
|
|
17.3
|
%
|
|
$
|
517.1
|
|
|
$
|
9.6
|
|
|
1.9
|
%
|
|
|
(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 benefit/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 benefit/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.”
|
|
Year Ended June 30,
|
|
Change %
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018/2017
|
|
2017/2016
|
||||||||
Reported net (loss) income attributable to Coty Inc.
|
$
|
(168.8
|
)
|
|
$
|
(422.2
|
)
|
|
$
|
156.9
|
|
|
60
|
%
|
|
<(100%)
|
|
% of Net revenues
|
(1.8
|
%)
|
|
(5.5
|
%)
|
|
3.6
|
%
|
|
|
|
|
|||||
Adjustments to reported operating income
(a)
|
838.6
|
|
|
1,210.6
|
|
|
368.7
|
|
|
(31
|
%)
|
|
>100%
|
|
|||
Adjustments to other expense
(b)
|
24.1
|
|
|
—
|
|
|
30.4
|
|
|
>100%
|
|
|
(100
|
%)
|
|||
Loss on early extinguishment of debt
(c)
|
10.7
|
|
|
—
|
|
|
3.1
|
|
|
>100%
|
|
|
(100
|
%)
|
|||
Adjustments to interest (income) expense
(d)
|
(1.4
|
)
|
|
1.4
|
|
|
(23.9
|
)
|
|
<(100%)
|
|
|
>100%
|
|
|||
Adjustments to noncontrolling interest expense
(e)
|
(24.0
|
)
|
|
(25.9
|
)
|
|
—
|
|
|
7
|
%
|
|
(100
|
%)
|
|||
Change in tax provision due to adjustments to reported net (loss) income attributable to Coty Inc.
|
(162.9
|
)
|
|
(355.4
|
)
|
|
(50.0
|
)
|
|
54
|
%
|
|
<(100%)
|
|
|||
Adjusted net income attributable to Coty Inc.
|
$
|
516.3
|
|
|
$
|
408.5
|
|
|
$
|
485.2
|
|
|
26
|
%
|
|
(16
|
%)
|
% of Net revenues
|
5.5
|
%
|
|
5.3
|
%
|
|
11.2
|
%
|
|
|
|
|
|
||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
749.7
|
|
|
642.8
|
|
|
345.5
|
|
|
|
|
|
|||||
Diluted
|
753.1
|
|
|
647.8
|
|
|
354.2
|
|
|
|
|
|
|||||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.69
|
|
|
$
|
0.64
|
|
|
$
|
1.40
|
|
|
|
|
|
||
Diluted
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
1.37
|
|
|
|
|
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
In fiscal 2018, we incurred losses of $24.1 related to the expensing of third-party debt issuance costs incurred in connection with the refinancing of the Coty Credit Agreement and Galleria Credit Agreement. In fiscal 2016, we incurred losses of $29.6 on foreign currency contracts related to payments for the acquisition of the Hypermarcas Brands and expenses of $0.8 related to the purchase of the remaining mandatorily redeemable financial interest in a subsidiary, included in Other expense, net in the Consolidated Statements of Operations.
|
(c)
|
In fiscal 2018, the amount represents the write-off of debt discount and deferred financing costs in connection with the refinancing of the Coty Credit Agreement and Galleria Credit Agreement, included in Loss on early extinguishment of debt in the Consolidated Statements of Operations. In fiscal 2016, the amount represents the write-off of deferred financing costs in connection with the refinancing of debt, included in Loss on early extinguishment of debt in the Consolidated Statements of Operations.
|
(d)
|
The amount in fiscal 2018 represents one-time gains of $1.4 on short-term forward contracts to exchange euros for U.S. dollars to repay U.S. dollar debt balances outstanding under the Coty Credit Agreement and Galleria Credit Agreement, in connection with the refinancing of those respective agreements in April 2018, included in Interest expense, net in the Consolidated Statements of Operations. The amount in fiscal 2017 represents a net loss of $1.4 incurred in connection with the acquisition of the Hypermarcas Brands and subsequent intercompany loans, included in Interest expense, net in the Consolidated Statements of Operations. The amount in fiscal 2016 primarily represents one-time gains of $11.1 on short-term forward contracts to exchange euros for U.S. dollars related to the euro-denominated debt and a net gain of $12.8 in connection with the acquisition of the Hypermarcas Brands and subsequent intercompany loans, included in Interest expense, net in the Consolidated Statements of Operations.
|
(e)
|
The amounts represent the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interest based on the relevant noncontrolling interest percentage in the Consolidated Statements of Operations.
|
|
Fiscal 2018
(a)
|
|
Fiscal 2017
(b)
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||||||
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
||||||||||||||||
(in millions, except per share data)
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2017
|
|
2017
|
|
2016
|
|
2016
|
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net revenues
|
$
|
2,299.4
|
|
|
$
|
2,222.7
|
|
|
$
|
2,637.6
|
|
|
$
|
2,238.3
|
|
|
$
|
2,241.3
|
|
|
$
|
2,032.1
|
|
|
$
|
2,296.7
|
|
|
$
|
1,080.2
|
|
Gross profit
|
1,402.7
|
|
|
1,410.3
|
|
|
1,612.6
|
|
|
1,364.0
|
|
|
1,366.0
|
|
|
1,216.0
|
|
|
1,404.4
|
|
|
635.4
|
|
||||||||
Restructuring costs
|
97.6
|
|
|
42.7
|
|
|
21.7
|
|
|
11.2
|
|
|
193.2
|
|
|
155.8
|
|
|
15.8
|
|
|
7.4
|
|
||||||||
Acquisition-related costs
|
0.5
|
|
|
2.6
|
|
|
7.0
|
|
|
54.1
|
|
|
80.3
|
|
|
57.7
|
|
|
135.9
|
|
|
81.5
|
|
||||||||
Operating (loss) income
|
(61.8
|
)
|
|
19.9
|
|
|
174.4
|
|
|
28.7
|
|
|
(279.0
|
)
|
|
(192.5
|
)
|
|
(12.7
|
)
|
|
46.4
|
|
||||||||
Interest expense, net
|
65.7
|
|
|
72.6
|
|
|
60.3
|
|
|
66.4
|
|
|
59.5
|
|
|
60.8
|
|
|
57.9
|
|
|
40.4
|
|
||||||||
Loss on early extinguishment of debt
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other expense (income), net
|
27.9
|
|
|
3.0
|
|
|
3.4
|
|
|
3.7
|
|
|
1.4
|
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
1.3
|
|
||||||||
(Loss) income before income taxes
|
(166.1
|
)
|
|
(55.7
|
)
|
|
110.7
|
|
|
(41.4
|
)
|
|
(339.9
|
)
|
|
(252.8
|
)
|
|
(70.0
|
)
|
|
4.7
|
|
||||||||
Provision (benefit) for income taxes
|
4.1
|
|
|
4.4
|
|
|
(7.9
|
)
|
|
(25.3
|
)
|
|
(38.9
|
)
|
|
(93.4
|
)
|
|
(122.1
|
)
|
|
(5.1
|
)
|
||||||||
Net (loss) income
|
$
|
(170.2
|
)
|
|
$
|
(60.1
|
)
|
|
$
|
118.6
|
|
|
$
|
(16.1
|
)
|
|
$
|
(301.0
|
)
|
|
$
|
(159.4
|
)
|
|
$
|
52.1
|
|
|
$
|
9.8
|
|
Net income (loss) attributable to noncontrolling interests
|
$
|
5.0
|
|
|
$
|
1.1
|
|
|
$
|
(1.9
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
1.2
|
|
|
$
|
3.5
|
|
|
$
|
2.5
|
|
|
$
|
8.2
|
|
Net income attributable to redeemable noncontrolling interests
|
$
|
6.1
|
|
|
$
|
15.8
|
|
|
$
|
11.3
|
|
|
$
|
5.8
|
|
|
$
|
2.6
|
|
|
$
|
1.3
|
|
|
$
|
2.8
|
|
|
$
|
1.6
|
|
Net (loss) income attributable to Coty Inc.
|
$
|
(181.3
|
)
|
|
$
|
(77.0
|
)
|
|
$
|
109.2
|
|
|
$
|
(19.7
|
)
|
|
$
|
(304.8
|
)
|
|
$
|
(164.2
|
)
|
|
$
|
46.8
|
|
|
$
|
—
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted-average common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
750.6
|
|
|
750.1
|
|
|
749.6
|
|
|
748.6
|
|
|
747.7
|
|
|
747.3
|
|
|
746.6
|
|
|
336.3
|
|
||||||||
Diluted
|
750.6
|
|
|
750.1
|
|
|
752.7
|
|
|
748.6
|
|
|
747.7
|
|
|
747.3
|
|
|
752.4
|
|
|
336.6
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.275
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.06
|
|
|
$
|
—
|
|
Diluted
|
(0.24
|
)
|
|
(0.10
|
)
|
|
0.15
|
|
|
(0.03
|
)
|
|
(0.41
|
)
|
|
(0.22
|
)
|
|
0.06
|
|
|
—
|
|
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Short-term debt
|
$
|
9.2
|
|
|
$
|
3.7
|
|
2018 Coty Credit Agreement
|
|
|
|
||||
2018 Coty Revolving Credit Facility due April 2023
|
368.1
|
|
|
—
|
|
||
2018 Coty Term A Facility due April 2023
|
3,371.5
|
|
|
—
|
|
||
2018 Coty Term B Facility due April 2025
|
2,390.5
|
|
|
—
|
|
||
Senior Unsecured Notes
|
|
|
|
||||
2026 Dollar Notes due April 2026
|
550.0
|
|
|
—
|
|
||
2023 Euro Notes due April 2023
|
640.9
|
|
|
—
|
|
||
2026 Euro Notes due April 2026
|
291.4
|
|
|
—
|
|
||
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
—
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
—
|
|
|
944.3
|
|
||
Galleria Term Loan B Facility due September 2023
|
—
|
|
|
1,000.0
|
|
||
Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
|
—
|
|
|
810.0
|
|
||
Coty Term Loan A Facility due October 2020
|
—
|
|
|
1,792.8
|
|
||
Coty Term Loan A Facility due October 2021
|
—
|
|
|
950.6
|
|
||
Coty Term Loan B Facility due October 2022
|
—
|
|
|
1,712.5
|
|
||
Other long-term debt and capital lease obligations
|
1.6
|
|
|
1.7
|
|
||
Total debt
|
7,623.2
|
|
|
7,215.6
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(218.9
|
)
|
|
(209.1
|
)
|
||
Total Long-term debt
|
7,404.3
|
|
|
7,006.5
|
|
||
Less: Unamortized debt issuance costs
(a) (b)
|
(86.2
|
)
|
|
(67.6
|
)
|
||
Less: Discount on Long-term debt
|
(12.7
|
)
|
|
(10.6
|
)
|
||
Total Long-term debt, net
|
$
|
7,305.4
|
|
|
$
|
6,928.3
|
|
|
|
Facility
|
|
Maturity Date
|
|
Borrowing Capacity (in millions)
|
|
Interest Rate Terms
|
|
Applicable Interest Rate Spread as of
June 30, 2018 |
|
Debt Discount
|
|
Repayment Schedule
|
2018 Coty Revolving Credit Facility
|
|
April 2023
|
|
$3,250.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d) (e)
|
|
1.75%
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2018 Coty Term A Facility - USD Portion
|
|
April 2023
|
|
$1,000.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2018 at 1.25% of original principal amount
|
2018 Coty Term A Facility - EUR Portion
|
|
April 2023
|
|
€2,035.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2018 at 1.25% of original principal amount
|
2018 Coty Term B Facility - USD Portion
|
|
April 2025
|
|
$1,400.0
|
|
LIBOR
(a)
plus a margin of 2.25% per annum or a base rate plus a margin of 1.25% per annum
(d)
|
|
2.25%
|
|
0.25%
|
|
Quarterly repayments beginning September 30, 2018 at 0.25% of original principal amount
|
2018 Coty Term B Facility - EUR Portion
|
|
April 2025
|
|
€850.0
|
|
LIBOR
(a)
plus a margin of 2.50% per annum
(d)
|
|
2.50%
|
|
0.25%
|
|
Quarterly repayments beginning September 30, 2018 at 0.25% of original principal amount
|
2026 Dollar Notes
|
|
April 2026
|
|
$550.0
|
|
6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2023 Euro Notes
|
|
April 2023
|
|
€550.0
|
|
4.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2026 Euro Notes
|
|
April 2026
|
|
€250.0
|
|
4.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
|
|
(1)
|
1.0%
of the then outstanding principal amount of the respective 2026 Dollar Notes, 2023 Euro Notes and 2026 Euro Notes; and
|
(2)
|
the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes that would apply if such 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes were redeemed on April 15, 2021, April 15, 2020 or April 15, 2021, respectively (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes to and including April 15, 2021, April 15, 2020 and April 15, 2021, respectively (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Notes or Bund Rate in the case of both the 2020 Euro Notes or 2026 Euro Notes (both Treasury Rate and Bund Rate as defined in the Indenture) as of such redemption date plus 50 basis points; over (b) the principal amount of the respective 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes.
|
|
Price
|
||||
Year
|
2026 Dollar Notes
|
|
2023 Euro Notes
|
|
2026 Euro Notes
|
2020
|
N/A
|
|
102.0000%
|
|
N/A
|
2021
|
104.8750%
|
|
101.0000%
|
|
103.5625%
|
2022
|
103.2500%
|
|
100.0000%
|
|
102.3750%
|
2023
|
101.6250%
|
|
100.0000%
|
|
101.1875%
|
2024 and thereafter
|
100.0000%
|
|
N/A
|
|
100.0000%
|
•
|
LIBOR of the applicable qualified currency, of which the we can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 4.75:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 4.75:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
Pricing Tier
|
|
Debt Ratings S&P/Moody’s:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
5.0
|
|
Less than BB+/Ba1
|
|
2.000%
|
|
1.000%
|
4.0
|
|
BB+/Ba1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
BBB-/Baa3
|
|
1.500%
|
|
0.500%
|
2.0
|
|
BBB/Baa2
|
|
1.250%
|
|
0.250%
|
1.0
|
|
BBB+/Baa1 or higher
|
|
1.125%
|
|
0.125%
|
Quarterly Test Period Ending
|
Total Net Leverage Ratio
(a)
|
June 30, 2018
|
5.50 to 1.00
|
September 30, 2018 through December 31, 2018
|
5.50 to 1.00
|
March 31, 2019 through June 30, 2019
|
5.25 to 1.00
|
September 30, 2019 through December 31, 2019
|
5.00 to 1.00
|
March 31, 2020 through June 30, 2020
|
4.75 to 1.00
|
September 30, 2020 through December 31, 2020
|
4.50 to 1.00
|
March 31, 2021 through June 30, 2021
|
4.25 to 1.00
|
September 30, 2021 through June 30, 2023
|
4.00 to 1.00
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated Statements of Cash Flows Data:
(in millions)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
413.7
|
|
|
$
|
757.5
|
|
|
$
|
501.4
|
|
Net cash (used in) investing activities
|
(687.6
|
)
|
|
(1,163.6
|
)
|
|
(1,059.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
69.3
|
|
|
595.2
|
|
|
592.6
|
|
Declaration Date
|
|
Dividend Type
|
|
Dividend Per Share
|
|
Holders of Record Date
|
|
Dividend Value
|
|
Dividend Payment Date
|
|
Dividends Paid
|
|
Dividends Payable
|
||||||||
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
|
|
February 8, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2018
|
|
$
|
94.6
|
|
|
March 15, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
May 9, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
May 31, 2018
|
|
$
|
94.6
|
|
|
June 14, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
Fiscal 2018
|
|
|
|
$
|
0.500
|
|
|
|
|
$
|
378.2
|
|
|
|
|
$
|
374.9
|
|
|
$
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2017
|
||||||||||||||||||||||
August 1, 2016
|
|
Annual
|
|
$
|
0.275
|
|
|
August 11, 2016
|
|
$
|
93.4
|
|
|
August 19, 2016
|
|
$
|
92.4
|
|
|
$
|
1.0
|
|
December 9, 2016
|
|
Quarterly
|
|
$
|
0.125
|
|
|
December 19, 2016
|
|
$
|
94.0
|
|
|
December 28, 2016
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
February 9, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2017
|
|
$
|
94.0
|
|
|
March 10, 2017
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
May 10, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
May 31, 2017
|
|
$
|
94.0
|
|
|
June 13, 2017
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
Fiscal 2017
|
|
|
|
$
|
0.650
|
|
|
|
|
$
|
375.4
|
|
|
|
|
$
|
372.6
|
|
|
$
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2016
|
||||||||||||||||||||||
September 11, 2015
|
|
Annual
|
|
$
|
0.250
|
|
|
October 1, 2015
|
|
$
|
90.1
|
|
|
October 15, 2015
|
|
$
|
89.0
|
|
|
$
|
1.1
|
|
Period
|
|
Number of shares repurchased
(in millions) |
|
Cost of shares repurchased
(in millions) |
|
Lowest fair value of shares repurchased per share
|
|
Highest fair value of shares repurchased per share
|
|||||||
Fiscal Year Ended June 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fiscal Year Ended June 30, 2017
|
|
1.4
|
|
|
$
|
36.3
|
|
|
$
|
25.35
|
|
|
$
|
27.40
|
|
Fiscal Year Ended June 30, 2016
|
|
27.4
|
|
|
$
|
767.0
|
|
|
$
|
25.10
|
|
|
$
|
30.35
|
|
(in millions)
|
Total
|
|
Payments Due in Fiscal
|
|
Thereafter
|
||||||||||||||||||||||
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
||||||||||||||||||
Long-term debt obligations
|
$
|
7,612.4
|
|
|
$
|
192.5
|
|
|
$
|
192.5
|
|
|
$
|
192.5
|
|
|
$
|
192.5
|
|
|
$
|
3,730.1
|
|
|
$
|
3,112.3
|
|
Interest on long-term debt obligations
(a)
|
2,577.0
|
|
|
281.0
|
|
|
304.4
|
|
|
333.9
|
|
|
365.8
|
|
|
367.1
|
|
|
924.8
|
|
|||||||
Operating lease obligations
|
829.5
|
|
|
128.9
|
|
|
112.1
|
|
|
97.0
|
|
|
80.4
|
|
|
71.8
|
|
|
339.3
|
|
|||||||
License agreements:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Royalty payments
|
673.9
|
|
|
126.0
|
|
|
85.3
|
|
|
63.0
|
|
|
46.7
|
|
|
47.9
|
|
|
305.0
|
|
|||||||
Advertising and promotional spend obligations
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other contractual obligations
(c)
|
418.2
|
|
|
258.8
|
|
|
60.2
|
|
|
55.1
|
|
|
34.5
|
|
|
7.7
|
|
|
1.9
|
|
|||||||
Other long-term obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pension obligations (mandated)
(d)
|
87.6
|
|
|
19.0
|
|
|
18.2
|
|
|
17.4
|
|
|
16.8
|
|
|
16.2
|
|
|
—
|
|
|||||||
Total
|
$
|
12,199.3
|
|
|
$
|
1,006.9
|
|
|
$
|
772.7
|
|
|
$
|
758.9
|
|
|
$
|
736.7
|
|
|
$
|
4,240.8
|
|
|
$
|
4,683.3
|
|
|
|
•
|
Trademarks (indefinite or finite) - We use a relief from royalty method to value trademarks. The key assumptions for the model are forecasted net revenue, the royalty rate, the effective tax rate and the discount rate.
|
•
|
Customer relationships and license agreements - We use an excess earnings method to value customer relationships. The key assumptions for the model are forecasted net revenue and EBITDA, the estimated allocation of earnings between different classes of assets, the attrition rate, the effective tax rate and the discount rate.
|
|
Pension Plans
|
||||||
|
U.S.
|
|
International
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Discount rates
|
4.0%
|
|
3.6%
|
|
0.6%-8.0%
|
|
0.4%-7.5%
|
|
Pension Plans
|
||||||||||
|
U.S.
|
|
International
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Discount rates
|
3.6%
|
|
3.3%-3.8%
|
|
4.1%-4.5%
|
|
0.4%-7.5%
|
|
0.2%-7.8%
|
|
1.0%-2.7%
|
Expected long-term rates of return on plan assets
|
N/A
|
|
N/A
|
|
5.1%
|
|
1.8%-8.2%
|
|
1.6%-6.0%
|
|
2.3%-4.3%
|
(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
|
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
COTY INC.
|
|
|
|
By:
|
/s/Patrice de Talhouët
|
|
|
|
Name: Patrice de Talhouët
|
|
|
|
Title: Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/Camillo Pane
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
August 21, 2018
|
(Camillo Pane)
|
|
|
||
/s/Patrice de Talhouët
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
August 21, 2018
|
(Patrice de Talhouët)
|
|
|
||
/s/Ayesha Zafar
|
|
Senior Vice President, Group Controller
(Principal Accounting Officer)
|
|
August 21, 2018
|
(Ayesha Zafar)
|
|
|
||
/s/ Lambertus J.H. Becht
|
|
Chairman of the Board of Directors
|
|
August 21, 2018
|
(Lambertus J.H. Becht)
|
|
|
||
/s/Sabine Chalmers
|
|
Director
|
|
August 21, 2018
|
(Sabine Chalmers)
|
|
|
||
/s/Joachim Faber
|
|
Director
|
|
August 21, 2018
|
(Joachim Faber)
|
|
|
||
/s/Olivier Goudet
|
|
Director
|
|
August 21, 2018
|
(Olivier Goudet)
|
|
|
||
/s/Peter Harf
|
|
Director
|
|
August 21, 2018
|
(Peter Harf)
|
|
|
||
/s/Paul Michaels
|
|
Director
|
|
August 21, 2018
|
(Paul Michaels)
|
|
|
||
/s/Erhard Schoewel
|
|
Director
|
|
August 21, 2018
|
(Erhard Schoewel)
|
|
|
||
/s/Robert Singer
|
|
Director
|
|
August 21, 2018
|
(Robert Singer)
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Financial Statement Schedule:
|
|
|
|
|
Year Ended
June 30, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
$
|
9,398.0
|
|
|
$
|
7,650.3
|
|
|
$
|
4,349.1
|
|
Cost of sales
|
3,608.4
|
|
|
3,028.5
|
|
|
1,746.0
|
|
|||
Gross profit
|
5,789.6
|
|
|
4,621.8
|
|
|
2,603.1
|
|
|||
Selling, general and administrative expenses
|
5,009.6
|
|
|
4,060.0
|
|
|
2,027.8
|
|
|||
Amortization expense
|
352.8
|
|
|
275.1
|
|
|
79.5
|
|
|||
Restructuring costs
|
173.2
|
|
|
372.2
|
|
|
86.9
|
|
|||
Acquisition-related costs
|
64.2
|
|
|
355.4
|
|
|
174.0
|
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
5.5
|
|
|||
Loss (gain) on sale of assets
|
28.6
|
|
|
(3.1
|
)
|
|
(24.8
|
)
|
|||
Operating income (loss)
|
161.2
|
|
|
(437.8
|
)
|
|
254.2
|
|
|||
Interest expense, net
|
265.0
|
|
|
218.6
|
|
|
81.9
|
|
|||
Loss on early extinguishment of debt
|
10.7
|
|
|
—
|
|
|
3.1
|
|
|||
Other expense, net
|
38.0
|
|
|
1.6
|
|
|
30.4
|
|
|||
(Loss) income before income taxes
|
(152.5
|
)
|
|
(658.0
|
)
|
|
138.8
|
|
|||
Benefit for income taxes
|
(24.7
|
)
|
|
(259.5
|
)
|
|
(40.4
|
)
|
|||
Net (loss) income
|
(127.8
|
)
|
|
(398.5
|
)
|
|
179.2
|
|
|||
Net income attributable to noncontrolling interests
|
2.0
|
|
|
15.4
|
|
|
7.6
|
|
|||
Net income attributable to redeemable noncontrolling interests
|
39.0
|
|
|
8.3
|
|
|
14.7
|
|
|||
Net (loss) income attributable to Coty Inc.
|
$
|
(168.8
|
)
|
|
$
|
(422.2
|
)
|
|
$
|
156.9
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
Diluted
|
(0.23
|
)
|
|
(0.66
|
)
|
|
0.44
|
|
|||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
749.7
|
|
|
642.8
|
|
|
345.5
|
|
|||
Diluted
|
749.7
|
|
|
642.8
|
|
|
354.2
|
|
|
Year Ended
June 30, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net (loss) income
|
$
|
(127.8
|
)
|
|
$
|
(398.5
|
)
|
|
$
|
179.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
115.7
|
|
|
121.9
|
|
|
83.3
|
|
|||
Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $(2.2), $(7.7) and $0.3, respectively
|
15.2
|
|
|
41.5
|
|
|
(28.8
|
)
|
|||
Pension and other post-employment benefits, net of tax of $1.5, $(25.1) and $7.9, respectively
|
17.5
|
|
|
80.6
|
|
|
(19.7
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
148.4
|
|
|
244.0
|
|
|
34.8
|
|
|||
Comprehensive income (loss)
|
20.6
|
|
|
(154.5
|
)
|
|
214.0
|
|
|||
Comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||
Net income
|
2.0
|
|
|
15.4
|
|
|
7.6
|
|
|||
Foreign currency translation adjustment
|
0.5
|
|
|
(0.1
|
)
|
|
0.1
|
|
|||
Total comprehensive income attributable to noncontrolling interests
|
2.5
|
|
|
15.3
|
|
|
7.7
|
|
|||
Comprehensive income attributable to redeemable noncontrolling interests:
|
|
|
|
|
|
||||||
Net income
|
39.0
|
|
|
8.3
|
|
|
14.7
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Total comprehensive income attributable to redeemable noncontrolling interests
|
39.0
|
|
|
8.3
|
|
|
15.1
|
|
|||
Comprehensive (loss) income attributable to Coty Inc.
|
$
|
(20.9
|
)
|
|
$
|
(178.1
|
)
|
|
$
|
191.2
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
331.6
|
|
|
$
|
535.4
|
|
Restricted cash
|
30.6
|
|
|
35.3
|
|
||
Trade receivables—less allowances of $81.8 and $58.5, respectively
|
1,536.0
|
|
|
1,470.3
|
|
||
Inventories
|
1,148.9
|
|
|
1,052.6
|
|
||
Prepaid expenses and other current assets
|
603.9
|
|
|
487.9
|
|
||
Total current assets
|
3,651.0
|
|
|
3,581.5
|
|
||
Property and equipment, net
|
1,680.8
|
|
|
1,632.1
|
|
||
Goodwill
|
8,607.1
|
|
|
8,555.5
|
|
||
Other intangible assets, net
|
8,284.4
|
|
|
8,425.2
|
|
||
Deferred income taxes
|
107.4
|
|
|
72.6
|
|
||
Other noncurrent assets
|
299.5
|
|
|
281.3
|
|
||
TOTAL ASSETS
|
$
|
22,630.2
|
|
|
$
|
22,548.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,928.6
|
|
|
$
|
1,732.1
|
|
Accrued expenses and other current liabilities
|
1,844.4
|
|
|
1,796.4
|
|
||
Short-term debt and current portion of long-term debt
|
218.9
|
|
|
209.1
|
|
||
Income and other taxes payable
|
52.1
|
|
|
66.0
|
|
||
Total current liabilities
|
4,044.0
|
|
|
3,803.6
|
|
||
Long-term debt, net
|
7,305.4
|
|
|
6,928.3
|
|
||
Pension and other post-employment benefits
|
533.3
|
|
|
549.2
|
|
||
Deferred income taxes
|
842.5
|
|
|
924.9
|
|
||
Other noncurrent liabilities
|
388.5
|
|
|
473.4
|
|
||
Total liabilities
|
13,113.7
|
|
|
12,679.4
|
|
||
COMMITMENTS AND CONTINGENCIES (See Note 24)
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
661.3
|
|
|
551.1
|
|
||
EQUITY:
|
|
|
|
||||
Preferred stock, $0.01 par value; 20.0 shares authorized; 5.0 and 4.2 issued and outstanding, at June 30, 2018 and 2017, respectively
|
—
|
|
|
—
|
|
||
Class A Common Stock, $0.01 par value; 1,000.0 shares authorized, 815.8 and 812.9 issued and 750.7 and 747.9 outstanding at June 30, 2018 and 2017, respectively
|
8.1
|
|
|
8.1
|
|
||
Additional paid-in capital
|
10,750.8
|
|
|
11,203.2
|
|
||
Accumulated deficit
|
(626.2
|
)
|
|
(459.2
|
)
|
||
Accumulated other comprehensive income
|
158.8
|
|
|
4.4
|
|
||
Treasury stock—at cost, shares: 65.0 at June 30, 2018 and 2017, respectively
|
(1,441.8
|
)
|
|
(1,441.8
|
)
|
||
Total Coty Inc. stockholders’ equity
|
8,849.7
|
|
|
9,314.7
|
|
||
Noncontrolling interests
|
5.5
|
|
|
3.0
|
|
||
Total equity
|
8,855.2
|
|
|
9,317.7
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
22,630.2
|
|
|
$
|
22,548.2
|
|
|
Preferred 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
Noncontrolling |
||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
||||||||||||||||||||||||||
BALANCE—July 1, 2015
|
1.9
|
|
|
—
|
|
|
134.0
|
|
|
1.3
|
|
|
262.0
|
|
|
2.6
|
|
|
2,044.4
|
|
|
(193.9
|
)
|
|
(274.0
|
)
|
|
35.2
|
|
|
(610.6
|
)
|
|
969.8
|
|
|
14.9
|
|
|
984.7
|
|
|
86.3
|
|
|||||||||||
Cancellation of Preferred Stock
|
(0.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
|
|
|||||||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
28.4
|
|
|
(794.9
|
)
|
|
(794.9
|
)
|
|
|
|
(794.9
|
)
|
|
|
|||||||||||||||||||||
Reclassification of Class A Common Stock from liability to APIC
|
|
|
|
|
|
|
|
|
|
|
|
|
13.8
|
|
|
|
|
|
|
|
|
|
|
13.8
|
|
|
|
|
13.8
|
|
|
|
|||||||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
4.7
|
|
|
0.1
|
|
|
|
|
|
|
44.7
|
|
|
|
|
|
|
|
|
|
|
44.8
|
|
|
|
|
44.8
|
|
|
|
|||||||||||||||||||||
Series A Preferred Share based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
1.6
|
|
|
|
|||||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
20.6
|
|
|
|
|
|
|
|
|
|
|
20.6
|
|
|
|
|
20.6
|
|
|
|
|||||||||||||||||||||||
Dividends ($0.25 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(89.8
|
)
|
|
|
|
|
|
|
|
|
|
(89.8
|
)
|
|
|
|
(89.8
|
)
|
|
|
|||||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156.9
|
|
|
|
|
|
|
|
|
156.9
|
|
|
7.6
|
|
|
164.5
|
|
|
14.7
|
|
|||||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.3
|
|
|
|
|
|
|
34.3
|
|
|
0.1
|
|
|
34.4
|
|
|
0.4
|
|
|||||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.7
|
)
|
|
(15.7
|
)
|
|
(14.8
|
)
|
|||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
3.2
|
|
|
(3.2
|
)
|
||||||||||||||||||||||
Repurchase of redeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.1
|
)
|
|||||||||||||||||||||||||
BALANCE—June 30, 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
|
|
|
Preferred 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
Noncontrolling
|
||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
||||||||||||||||||||||||||
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 acquisition
|
|
|
|
|
409.7
|
|
|
4.1
|
|
|
|
|
|
|
9,624.5
|
|
|
|
|
|
|
|
|
|
|
9,628.6
|
|
|
|
|
9,628.6
|
|
|
|
|||||||||||||||||||||
Issuance of Preferred Stock
|
2.5
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||||||||||||||
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
|
|
|
|
|
2.5
|
|
|
—
|
|
|
|
|
|
|
22.8
|
|
|
|
|
|
|
|
|
|
|
22.8
|
|
|
|
|
22.8
|
|
|
|
|||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
20.0
|
|
|
|
|
20.0
|
|
|
|
|||||||||||||||||||||||
Dividends ($0.650 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(375.0
|
)
|
|
|
|
|
|
|
|
|
|
(375.0
|
)
|
|
|
|
(375.0
|
)
|
|
|
|||||||||||||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(422.2
|
)
|
|
|
|
|
|
|
|
(422.2
|
)
|
|
15.4
|
|
|
(406.8
|
)
|
|
8.3
|
|
|||||||||||||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
244.1
|
|
|
|
|
|
|
244.1
|
|
|
(0.1
|
)
|
|
244.0
|
|
|
—
|
|
|||||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(10.0
|
)
|
|
(10.0
|
)
|
|
(32.3
|
)
|
|||||||||||||||||||||
Redeemable noncontrolling interest due to business combination (See Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
415.9
|
|
||||||||||||||||||||||
Reclassification of noncontrolling interest to mandatory redeemable financial interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(40.7
|
)
|
|
|
|
|
|
|
|
|
|
(40.7
|
)
|
|
(9.2
|
)
|
|
(49.9
|
)
|
|
—
|
|
|||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
(86.8
|
)
|
|
|
|
|
|
|
|
|
|
(86.8
|
)
|
|
|
|
(86.8
|
)
|
|
86.8
|
|
||||||||||||||||||||||
Adjustment to repurchase of redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(0.9
|
)
|
||||||||||||||||||||||||
BALANCE—June 30, 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
|
|
|
Preferred Stock
|
|
Class A
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
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
|||||||||||||||||||||||
BALANCE as previously
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
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Cancellation of Preferred Stock
|
(0.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Exercise of employee stock options and restricted stock units
|
|
|
|
|
2.9
|
|
|
—
|
|
|
22.6
|
|
|
|
|
|
|
|
|
|
|
22.6
|
|
|
|
|
22.6
|
|
|
|
||||||||||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
(3.6
|
)
|
|
|
|
|
|
|
|
|
|
(3.6
|
)
|
|
|
|
(3.6
|
)
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
31.5
|
|
|
|
|
|
|
|
|
|
|
31.5
|
|
|
|
|
31.5
|
|
|
|
||||||||||||||||||||
Dividends ($0.500 per Common Share)
|
|
|
|
|
|
|
|
|
(377.6
|
)
|
|
|
|
|
|
|
|
|
|
(377.6
|
)
|
|
|
|
(377.6
|
)
|
|
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(168.8
|
)
|
|
|
|
|
|
|
|
(168.8
|
)
|
|
2.0
|
|
|
(166.8
|
)
|
|
39.0
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
147.9
|
|
|
|
|
|
|
147.9
|
|
|
0.5
|
|
|
148.4
|
|
|
|
|||||||||||||||||||
Adjustment due to the adoption of ASU 2018-02 (See Note 2)
|
|
|
|
|
|
|
|
|
|
|
(6.5
|
)
|
|
6.5
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(54.3
|
)
|
||||||||||||||||||||
Dilution of redeemable noncontrolling interest due to additional contribution (See Note 20)
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
17.0
|
|
|
(17.0
|
)
|
|||||||||||||||||||
Additional redeemable noncontrolling interests due to employee grants (See Note 20)
|
|
|
|
|
|
|
|
|
(7.4
|
)
|
|
|
|
|
|
|
|
|
|
(7.4
|
)
|
|
|
|
(7.4
|
)
|
|
7.4
|
|
|||||||||||||||||||
Proceeds from redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
0.2
|
|
||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
(134.9
|
)
|
|
|
|
|
|
|
|
|
|
(134.9
|
)
|
|
|
|
(134.9
|
)
|
|
134.9
|
|
|||||||||||||||||||
BALANCE—June 30, 2018
|
5.0
|
|
|
$
|
—
|
|
|
815.8
|
|
|
$
|
8.1
|
|
|
$
|
10,750.8
|
|
|
$
|
(626.2
|
)
|
|
$
|
158.8
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
8,849.7
|
|
|
$
|
5.5
|
|
|
$
|
8,855.2
|
|
|
$
|
661.3
|
|
|
Year Ended
June 30, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(127.8
|
)
|
|
$
|
(398.5
|
)
|
|
$
|
179.2
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
737.0
|
|
|
555.1
|
|
|
232.0
|
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
5.5
|
|
|||
Deferred income taxes
|
(101.7
|
)
|
|
(390.0
|
)
|
|
(139.2
|
)
|
|||
Provision for bad debts
|
24.0
|
|
|
23.4
|
|
|
21.9
|
|
|||
Provision for pension and other post-employment benefits
|
32.4
|
|
|
53.6
|
|
|
9.2
|
|
|||
Share-based compensation
|
30.6
|
|
|
24.6
|
|
|
22.2
|
|
|||
Loss (gain) on sale of assets
|
28.6
|
|
|
(3.1
|
)
|
|
(24.8
|
)
|
|||
Loss on early extinguishment of debt
|
10.7
|
|
|
—
|
|
|
3.1
|
|
|||
Other
|
(1.3
|
)
|
|
25.9
|
|
|
12.8
|
|
|||
Change in operating assets and liabilities, net of effects from purchase of acquired companies:
|
|
|
|
|
|
|
|
||||
Trade receivables
|
(79.6
|
)
|
|
(279.8
|
)
|
|
(44.5
|
)
|
|||
Inventories
|
(60.0
|
)
|
|
162.3
|
|
|
27.2
|
|
|||
Prepaid expenses and other current assets
|
(107.6
|
)
|
|
(105.7
|
)
|
|
6.7
|
|
|||
Accounts payable
|
159.5
|
|
|
540.9
|
|
|
148.2
|
|
|||
Accrued expenses and other current liabilities
|
(22.5
|
)
|
|
479.2
|
|
|
23.3
|
|
|||
Income and other taxes payable
|
(83.2
|
)
|
|
85.0
|
|
|
15.7
|
|
|||
Other noncurrent assets
|
(17.9
|
)
|
|
23.4
|
|
|
9.0
|
|
|||
Other noncurrent liabilities
|
(7.5
|
)
|
|
(38.8
|
)
|
|
(6.1
|
)
|
|||
Net cash provided by operating activities
|
413.7
|
|
|
757.5
|
|
|
501.4
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(446.4
|
)
|
|
(432.3
|
)
|
|
(150.1
|
)
|
|||
Payments for business combinations, net of cash acquired
|
(278.0
|
)
|
|
(742.6
|
)
|
|
(908.7
|
)
|
|||
Proceeds from sale of assets
|
36.8
|
|
|
11.3
|
|
|
29.2
|
|
|||
Payments related to loss on foreign currency contracts
|
—
|
|
|
—
|
|
|
(29.6
|
)
|
|||
Net cash used in investing activities
|
(687.6
|
)
|
|
(1,163.6
|
)
|
|
(1,059.2
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from short-term debt, original maturity more than three months
|
—
|
|
|
9.5
|
|
|
19.1
|
|
|||
Repayments of short-term debt, original maturity more than three months
|
—
|
|
|
(10.2
|
)
|
|
(28.3
|
)
|
|||
Net proceeds from (repayments of) short-term debt, original maturity less than three months
|
21.0
|
|
|
(49.2
|
)
|
|
25.4
|
|
|||
Proceeds from revolving loan facilities
|
3,185.5
|
|
|
2,244.4
|
|
|
1,940.0
|
|
|||
Repayments of revolving loan facilities
|
(3,643.2
|
)
|
|
(2,074.4
|
)
|
|
(1,430.0
|
)
|
|||
Proceeds from term loans and other long term debt
|
7,467.2
|
|
|
1,075.0
|
|
|
3,506.2
|
|
|||
Repayments of term loans and other long term debt
|
(6,492.6
|
)
|
|
(136.1
|
)
|
|
(2,499.4
|
)
|
|||
Dividend payment
|
(375.8
|
)
|
|
(372.6
|
)
|
|
(89.0
|
)
|
|||
Net proceeds from issuance of Class A Common Stock and Series A Preferred Stock and related tax benefits
|
22.6
|
|
|
22.8
|
|
|
44.7
|
|
|||
Payments for purchases of Class A Common Stock held as Treasury Stock
|
—
|
|
|
(36.3
|
)
|
|
(794.9
|
)
|
|||
Net proceeds (payments) for foreign currency contracts
|
12.4
|
|
|
(1.2
|
)
|
|
(9.7
|
)
|
|||
Distributions to mandatorily redeemable financial interests, redeemable noncontrolling interests and noncontrolling interests
|
(66.4
|
)
|
|
(42.3
|
)
|
|
(33.2
|
)
|
|||
Purchase of additional mandatorily redeemable financial interests, redeemable noncontrolling interests and noncontrolling interests
|
—
|
|
|
(9.8
|
)
|
|
(0.7
|
)
|
|||
Payment of debt issuance costs
|
(55.1
|
)
|
|
(24.4
|
)
|
|
(57.6
|
)
|
All other
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
69.3
|
|
|
595.2
|
|
|
592.6
|
|
|||
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(3.9
|
)
|
|
9.2
|
|
|
(3.7
|
)
|
|||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(208.5
|
)
|
|
198.3
|
|
|
31.1
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period
|
570.7
|
|
|
372.4
|
|
|
341.3
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period
|
$
|
362.2
|
|
|
$
|
570.7
|
|
|
$
|
372.4
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
242.8
|
|
|
$
|
190.2
|
|
|
$
|
90.3
|
|
Cash paid during the year for income taxes, net of refunds received
|
124.6
|
|
|
90.1
|
|
|
118.1
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Accrued capital expenditure additions
|
$
|
158.8
|
|
|
$
|
106.7
|
|
|
$
|
78.0
|
|
Non-cash stock issued for business combination
|
—
|
|
|
9,628.6
|
|
|
—
|
|
|||
Non-cash debt assumed for business combination
|
—
|
|
|
1,943.0
|
|
|
—
|
|
|||
Non-cash capital contribution associated with special share purchase transaction
|
—
|
|
|
—
|
|
|
13.8
|
|
|||
Non-cash acquisition of additional redeemable noncontrolling interests
|
—
|
|
|
415.9
|
|
|
10.1
|
|
|||
Non-cash reclassification from noncontrolling interest to mandatorily redeemable financial interest
|
—
|
|
|
49.9
|
|
|
—
|
|
|||
Non-cash contingent consideration for business combination (See Note 3)
|
8.3
|
|
|
—
|
|
|
—
|
|
Description
|
Estimated Useful Lives
|
Buildings
|
20-40 years
|
Marketing furniture and fixtures
|
3-5 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
|
5-34 years
|
Customer relationships
|
2-28 years
|
Trademarks
|
2-30 years
|
Product formulations and technology
|
3-29 years
|
•
|
Trademarks (indefinite or finite) - The Company uses a relief from royalty method to value trademarks. The key assumptions for the model are forecasted net revenue, the royalty rate, the effective tax rate and the discount rate.
|
•
|
Customer relationships and license agreements - The Company uses an excess earnings method to value customer relationships and license agreements. The key assumptions for the model are forecasted net revenue, EBITDA, the estimated allocation of earnings between different classes of assets, the attrition rate, the effective tax rate and the discount rate.
|
Accounting Standard Update(s)
|
|
Topic
|
|
Effective Period
|
|
Summary
|
2017-12
|
|
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
|
Fiscal 2020. Early adoption is permitted for the Company beginning in fiscal 2019.
|
|
The FASB issued authoritative guidance for improvements to accounting for hedging activities. The amendments better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The Company is evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements and related disclosures.
|
2017-09
|
|
Scope of Modification Accounting
|
|
Fiscal 2019. Early adoption is permitted for the Company beginning in fiscal 2018.
|
|
The FASB issued authoritative guidance regarding changes to terms or conditions of share-based payment awards that require an entity to apply modification accounting. Under this amendment, an entity should not account for the effects of a modification if all of the following conditions are met: i) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified and original award (immediately before modification) is the same; ii) the vesting conditions of the modified and original award (immediately before modification) are the same; iii) the classification of the modified and original award (immediately before modification) as an equity or a liability instrument is the same. The Company is currently evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements.
|
2017-07
|
|
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
Fiscal 2019. Early adoption is permitted for the Company beginning in fiscal 2018.
|
|
The FASB issued authoritative guidance that requires an employer to report the service cost component of an employee benefits plan in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic benefit cost as defined in the current guidance are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. If separate line item or items are not used, the line item or items used in the income statement to present the other components of net periodic benefit cost must be disclosed. The amendment allows only the service cost component to be eligible for capitalization, when applicable. The Company is currently evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements.
|
2017-04
|
|
Simplifying the Test for Goodwill Impairment
|
|
Fiscal 2021. Early adoption is permitted for the Company beginning in fiscal 2018.
|
|
The FASB issued authoritative guidance that simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under this amendment, an entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendment also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step two of the goodwill impairment test. The Company does not expect this guidance to impact the Company’s Consolidated Financial Statements.
|
2016-16
|
|
Intra-Entity Transfers of Assets Other Than Inventory
|
|
Fiscal 2019. Early adoption is permitted for the Company beginning in fiscal 2018.
|
|
The FASB issued authoritative guidance that amends accounting guidance for intra-entity transfer of assets other than inventory to require the recognition of taxes when the transfer occurs. The Company is currently evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements.
|
Accounting Standard Update(s)
|
|
Topic
|
|
Effective Period
|
|
Summary
|
2014-09
2015-14
2016-08
2016-10
2016-12
|
|
Revenue from Contracts with Customers
|
|
Fiscal 2019 with either retrospective or modified retrospective treatment applied. Early adoption is permitted for the Company beginning in fiscal 2018.
|
|
In May 2014, the FASB issued authoritative guidance that implements a common revenue model that will enhance comparability across industries and require enhanced disclosures. The new standard introduces a five step principles based process to determine the timing and amount of revenue ultimately expected to be received. In March 2016, the FASB issued authoritative guidance amending certain portions of this standard to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued authoritative guidance amending certain portions of this standard to clarify the considerations for identifying performance obligations and to clarify the implementation guidance for revenue recognized from licensing arrangements. In May 2016, the FASB issued authoritative guidance amending certain portions of the standard to narrow the scope over, or to provide practical expedients, for assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.
The Company adopted the standard on July 1, 2018 using the modified retrospective transition method of adoption. The Company’s evaluation indicated that the adoption impact is expected to be primarily related to the timing of certain accruals associated with customer incentives and potential reclassifications of certain costs between Selling, general and administrative expenses and trade spending activities recorded as a reduction to gross revenue resulting from changes in the accounting treatment of store fixtures under the new standard. If this ASU had been adopted in fiscal 2018, the impact on the Company’s Consolidated Financial Statements would have been a reduction in Net revenues of $25.2. Additionally, the Company expects to provide expanded financial statements disclosures as a result of the adoption of this ASU.
|
2016-02
2018-10
2018-11
|
|
Leases
|
|
Fiscal 2020 with early adoption permitted.
|
|
The FASB issued authoritative guidance requiring that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The Company is currently evaluating the impact the standard will have on the Company’s Consolidated Financial Statements and related disclosures.
Lessees and lessors have the option to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach or to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has selected the transition method provided by the authoritative guidance in ASU 2018-11 and will recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
|
|
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
|
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) |
|
Final 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
|
|
|
(0.3
|
)
|
|
575.0
|
|
|
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
|
)
|
|
0.3
|
|
|
(27.4
|
)
|
|
|
|||
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 as previously reported (a) |
|
Measurement
period adjustments (b) |
|
Estimated fair
value as
adjusted
|
|
Estimated
useful life (in years) |
||||||
Inventories
|
$
|
55.1
|
|
|
$
|
(7.2
|
)
|
|
$
|
47.9
|
|
|
|
Property, plant and equipment
|
5.8
|
|
|
—
|
|
|
$
|
5.8
|
|
|
1 - 3
|
||
License and distribution rights
|
129.7
|
|
|
48.1
|
|
|
$
|
177.8
|
|
|
3 - 15
|
||
Goodwill
|
68.2
|
|
|
(33.3
|
)
|
|
$
|
34.9
|
|
|
Indefinite
|
||
Net other liabilities
|
(8.7
|
)
|
|
(1.4
|
)
|
|
$
|
(10.1
|
)
|
|
|
||
Total purchase price
|
$
|
250.1
|
|
|
$
|
6.2
|
|
|
$
|
256.3
|
|
|
|
|
|
|
Final
fair value |
|
Estimated
useful life (in years) |
||
Cash and cash equivalents
|
$
|
11.1
|
|
|
|
Inventories
|
45.6
|
|
|
|
|
Property, plant and equipment
|
95.4
|
|
|
2 - 40
|
|
Goodwill
|
537.1
|
|
|
Indefinite
|
|
Trademarks — indefinite
|
147.1
|
|
|
Indefinite
|
|
Trademarks — finite
|
10.3
|
|
|
5 - 15
|
|
Customer relationships
|
44.6
|
|
|
13 - 28
|
|
Product formulations
|
12.8
|
|
|
3
|
|
Other net working capital
|
0.7
|
|
|
|
|
Net other assets
|
1.4
|
|
|
|
|
Deferred tax liability, net
|
(4.2
|
)
|
|
|
|
Total purchase price
|
$
|
901.9
|
|
|
|
|
Year Ended June 30,
|
||||||
|
2017
(a)
|
|
2016
(b)
|
||||
Pro forma Net revenues
|
$
|
8,889.2
|
|
|
$
|
8,219.6
|
|
Pro forma Net (loss) income
|
(101.2
|
)
|
|
171.2
|
|
||
Pro forma Net (loss) income attributable to Coty Inc.
|
(142.7
|
)
|
|
135.5
|
|
||
Pro forma Net (loss) income attributable to Coty Inc. per common share
|
|
|
|
||||
Basic
|
$
|
(0.19
|
)
|
|
$
|
0.18
|
|
Diluted
|
$
|
(0.19
|
)
|
|
$
|
0.18
|
|
|
|
|
Year Ended June 30,
|
||||||||||
SEGMENT DATA
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
Luxury
|
$
|
3,210.5
|
|
|
$
|
2,566.6
|
|
|
$
|
1,836.6
|
|
Consumer Beauty
|
4,268.1
|
|
|
3,688.2
|
|
|
2,262.5
|
|
|||
Professional Beauty
|
1,919.4
|
|
|
1,395.5
|
|
|
250.0
|
|
|||
Total
|
$
|
9,398.0
|
|
|
$
|
7,650.3
|
|
|
$
|
4,349.1
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Luxury
|
$
|
253.3
|
|
|
$
|
203.5
|
|
|
$
|
99.1
|
|
Consumer Beauty
|
340.4
|
|
|
256.2
|
|
|
114.6
|
|
|||
Professional Beauty
|
143.3
|
|
|
95.4
|
|
|
18.0
|
|
|||
Corporate
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Total
|
$
|
737.0
|
|
|
$
|
555.1
|
|
|
$
|
232.0
|
|
Operating income (loss):
|
|
|
|
|
|
||||||
Luxury
|
$
|
248.7
|
|
|
$
|
158.0
|
|
|
$
|
228.9
|
|
Consumer Beauty
|
278.9
|
|
|
261.2
|
|
|
246.5
|
|
|||
Professional Beauty
|
119.4
|
|
|
78.5
|
|
|
68.0
|
|
|||
Corporate
|
(485.8
|
)
|
|
(935.5
|
)
|
|
(289.2
|
)
|
|||
Total
|
$
|
161.2
|
|
|
$
|
(437.8
|
)
|
|
$
|
254.2
|
|
Reconciliation:
|
|
|
|
|
|
||||||
Operating income (loss)
|
$
|
161.2
|
|
|
$
|
(437.8
|
)
|
|
$
|
254.2
|
|
Interest expense, net
|
265.0
|
|
|
218.6
|
|
|
81.9
|
|
|||
Loss on early extinguishment of debt
|
10.7
|
|
|
—
|
|
|
3.1
|
|
|||
Other expense, net
|
38.0
|
|
|
1.6
|
|
|
30.4
|
|
|||
(Loss) income before income taxes
|
$
|
(152.5
|
)
|
|
$
|
(658.0
|
)
|
|
$
|
138.8
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Global Integration Activities
|
$
|
106.5
|
|
|
$
|
364.2
|
|
|
$
|
—
|
|
Acquisition Integration Program
|
(4.5
|
)
|
|
2.3
|
|
|
42.3
|
|
|||
Other Restructuring
|
71.2
|
|
|
5.7
|
|
|
44.6
|
|
|||
Total
|
$
|
173.2
|
|
|
$
|
372.2
|
|
|
$
|
86.9
|
|
|
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
|
67.5
|
|
|
19.3
|
|
|
14.3
|
|
|
5.4
|
|
|
106.5
|
|
|||||
Cumulative through June 30, 2018
|
$
|
401.4
|
|
|
$
|
41.7
|
|
|
$
|
18.9
|
|
|
$
|
8.7
|
|
|
$
|
470.7
|
|
|
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
|
81.3
|
|
|
21.7
|
|
|
14.3
|
|
|
5.4
|
|
|
122.7
|
|
|||||
Payments
|
(188.5
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
(210.3
|
)
|
|||||
Change in estimates
|
(13.8
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|||||
Non-cash utilization
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
(14.3
|
)
|
|||||
Effect of exchange rates
|
13.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
12.7
|
|
|||||
Balance—June 30, 2018
|
$
|
203.0
|
|
|
$
|
17.0
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
223.1
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Other
Exit Costs (a) |
|
Total
Program Costs |
||||||||
Balance—July 1, 2017
|
$
|
24.8
|
|
|
$
|
1.5
|
|
|
$
|
4.1
|
|
|
$
|
30.4
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
3.3
|
|
|
3.3
|
|
||||
Payments
|
(16.9
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
(19.1
|
)
|
||||
Changes in estimates
(a)
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
||||
Effect of exchange rates
|
1.0
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.9
|
|
||||
Balance—June 30, 2018
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
$
|
5.1
|
|
|
$
|
7.7
|
|
|
|
|
Severance and
Employee
Benefits
|
|
Third-Party
Contract
Terminations
|
|
Fixed Asset Write-offs
|
|
Other Exit Costs
|
|
Total
Program
Costs
|
||||||||||
Balance—July 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
63.7
|
|
|
0.2
|
|
|
1.3
|
|
|
3.4
|
|
|
68.6
|
|
|||||
Payments
|
(15.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(15.5
|
)
|
|||||
Changes in estimates
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Non-cash utilization
|
—
|
|
|
|
|
(1.3
|
)
|
|
0.3
|
|
|
(1.0
|
)
|
||||||
Effect of exchange rates
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Balance—June 30, 2018
|
$
|
48.0
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
51.5
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Raw materials
|
$
|
278.6
|
|
|
$
|
256.4
|
|
Work-in-process
|
21.8
|
|
|
33.4
|
|
||
Finished goods
|
848.5
|
|
|
762.8
|
|
||
Total inventories
|
$
|
1,148.9
|
|
|
$
|
1,052.6
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Land, buildings and leasehold improvements
|
$
|
671.2
|
|
|
$
|
646.1
|
|
Machinery and equipment
|
866.3
|
|
|
851.5
|
|
||
Marketing furniture and fixtures
|
514.2
|
|
|
432.8
|
|
||
Computer equipment and software
|
699.1
|
|
|
459.0
|
|
||
Construction in progress
|
230.8
|
|
|
286.1
|
|
||
Property and equipment, gross
|
2,981.6
|
|
|
2,675.5
|
|
||
Accumulated depreciation and amortization
|
(1,300.8
|
)
|
|
(1,043.4
|
)
|
||
Property and equipment, net
|
$
|
1,680.8
|
|
|
$
|
1,632.1
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2016
|
$
|
1,294.5
|
|
|
$
|
1,288.2
|
|
|
$
|
270.8
|
|
|
$
|
2,853.5
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2016
|
$
|
890.8
|
|
|
$
|
1,051.1
|
|
|
$
|
270.8
|
|
|
$
|
2,212.7
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the year ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Acquisitions
|
1,866.1
|
|
|
3,285.2
|
|
|
665.5
|
|
|
5,816.8
|
|
||||
Measurement period adjustments
|
308.0
|
|
|
124.7
|
|
|
12.0
|
|
|
444.7
|
|
||||
Foreign currency translation
|
28.2
|
|
|
36.3
|
|
|
19.2
|
|
|
83.7
|
|
||||
Dispositions
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
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 year ended June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Acquisitions
(a)
|
68.2
|
|
|
—
|
|
|
2.6
|
|
|
70.8
|
|
||||
Measurement period adjustments
(b)
|
(185.0
|
)
|
|
228.8
|
|
|
(17.3
|
)
|
|
26.5
|
|
||||
Foreign currency translation
|
(10.3
|
)
|
|
(24.1
|
)
|
|
1.0
|
|
|
(33.4
|
)
|
||||
Dispositions
|
(3.1
|
)
|
|
(9.2
|
)
|
|
—
|
|
|
(12.3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at June 30, 2018
|
$
|
3,366.6
|
|
|
$
|
4,927.5
|
|
|
$
|
953.8
|
|
|
$
|
9,247.9
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2018
|
$
|
2,962.9
|
|
|
$
|
4,690.4
|
|
|
$
|
953.8
|
|
|
$
|
8,607.1
|
|
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Indefinite-lived other intangible assets
|
$
|
3,186.2
|
|
|
$
|
3,186.9
|
|
Finite-lived other intangible assets, net
|
5,098.2
|
|
|
5,238.3
|
|
||
Total Other intangible assets, net
|
$
|
8,284.4
|
|
|
$
|
8,425.2
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2016
|
401.2
|
|
|
551.5
|
|
|
662.1
|
|
|
1,614.8
|
|
||||
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 30, 2016
|
282.4
|
|
|
475.6
|
|
|
659.0
|
|
|
1,417.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes during the year ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Acquisitions
|
—
|
|
|
1,390.0
|
|
|
663.8
|
|
|
2,053.8
|
|
||||
Measurement period adjustments
|
—
|
|
|
(255.0
|
)
|
|
(60.0
|
)
|
|
(315.0
|
)
|
||||
Foreign currency translation
|
8.6
|
|
|
9.9
|
|
|
12.6
|
|
|
31.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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 year ended June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Measurement period adjustments
(a)
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
(14.8
|
)
|
||||
Foreign currency translation
|
4.8
|
|
|
6.7
|
|
|
2.6
|
|
|
14.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at June 30, 2018
|
414.6
|
|
|
1,703.1
|
|
|
1,266.3
|
|
|
3,384.0
|
|
||||
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 3
0, 2018
|
$
|
295.8
|
|
|
$
|
1,627.2
|
|
|
$
|
1,263.2
|
|
|
$
|
3,186.2
|
|
|
|
|
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 and technology
|
389.3
|
|
|
(63.0
|
)
|
|
—
|
|
|
326.3
|
|
||||
Total
|
$
|
6,476.1
|
|
|
$
|
(1,232.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
5,238.3
|
|
June 30, 2018
|
|
|
|
|
|
|
|
||||||||
License agreements
(a)(b)
|
$
|
3,362.7
|
|
|
$
|
(792.9
|
)
|
|
$
|
—
|
|
|
$
|
2,569.8
|
|
Customer relationships
(a)(b)
|
1,960.5
|
|
|
(508.7
|
)
|
|
(5.5
|
)
|
|
1,446.3
|
|
||||
Trademarks
|
1,002.1
|
|
|
(185.5
|
)
|
|
(0.4
|
)
|
|
816.2
|
|
||||
Product formulations and technology
(a)
|
361.2
|
|
|
(95.3
|
)
|
|
—
|
|
|
265.9
|
|
||||
Total
|
$
|
6,686.5
|
|
|
$
|
(1,582.4
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
5,098.2
|
|
|
|
2019
|
$
|
353.9
|
|
2020
|
349.1
|
|
|
2021
|
344.8
|
|
|
2022
|
326.5
|
|
|
2023
|
304.4
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Advertising, marketing and licensing
|
$
|
435.5
|
|
|
$
|
445.1
|
|
Compensation and other compensation related benefits
|
333.1
|
|
|
328.2
|
|
||
Customer returns, discounts, allowances and bonuses
|
328.2
|
|
|
307.3
|
|
||
Restructuring costs
|
263.8
|
|
|
301.0
|
|
||
VAT, sales and other non-income taxes
|
134.5
|
|
|
97.7
|
|
||
Mandatorily redeemable financial instrument liability (See Note 19)
|
46.6
|
|
|
8.1
|
|
||
Auditing, consulting, legal and litigation accruals
|
34.1
|
|
|
32.6
|
|
||
Interest
|
31.5
|
|
|
17.8
|
|
||
Deferred income
|
25.5
|
|
|
15.8
|
|
||
Tax indemnity liability
|
21.1
|
|
|
38.0
|
|
||
Unfavorable contract liability
|
11.3
|
|
|
11.0
|
|
||
Acquisition-related costs
|
1.3
|
|
|
23.5
|
|
||
Other
|
177.9
|
|
|
170.3
|
|
||
Total accrued expenses and other current liabilities
|
$
|
1,844.4
|
|
|
$
|
1,796.4
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Noncurrent income tax liabilities
|
$
|
137.7
|
|
|
$
|
154.2
|
|
Unfavorable contract liabilities
|
104.1
|
|
|
113.2
|
|
||
Deferred rent
|
54.2
|
|
|
49.0
|
|
||
Restructuring costs
|
31.1
|
|
|
82.3
|
|
||
Burberry contingent consideration
|
8.3
|
|
|
—
|
|
||
Mandatorily redeemable financial instrument liability (See Note 19)
|
6.7
|
|
|
46.4
|
|
||
Other
|
46.4
|
|
|
28.3
|
|
||
Total other noncurrent liabilities
|
$
|
388.5
|
|
|
$
|
473.4
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Short-term debt
|
$
|
9.2
|
|
|
$
|
3.7
|
|
2018 Coty Credit Agreement
|
|
|
|
||||
2018 Coty Revolving Credit Facility due April 2023
|
368.1
|
|
|
—
|
|
||
2018 Coty Term A Facility due April 2023
|
3,371.5
|
|
|
—
|
|
||
2018 Coty Term B Facility due April 2025
|
2,390.5
|
|
|
—
|
|
||
Senior Unsecured Notes
|
|
|
|
||||
2026 Dollar Notes due April 2026
|
550.0
|
|
|
—
|
|
||
2023 Euro Notes due April 2023
|
640.9
|
|
|
—
|
|
||
2026 Euro Notes due April 2026
|
291.4
|
|
|
—
|
|
||
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
—
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
—
|
|
|
944.3
|
|
||
Galleria Term Loan B Facility due September 2023
|
—
|
|
|
1,000.0
|
|
||
2015 Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
|
—
|
|
|
810.0
|
|
||
Coty Term Loan A Facility due October 2020
|
—
|
|
|
1,792.8
|
|
||
Coty Term Loan A Facility due October 2021
|
—
|
|
|
950.6
|
|
||
Coty Term Loan B Facility due October 2022
|
—
|
|
|
1,712.5
|
|
||
Other long-term debt and capital lease obligations
|
1.6
|
|
|
1.7
|
|
||
Total debt
|
7,623.2
|
|
|
7,215.6
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(218.9
|
)
|
|
(209.1
|
)
|
||
Total Long-term debt
|
7,404.3
|
|
|
7,006.5
|
|
||
Less: Unamortized debt issuance costs
(a) (b)
|
(86.2
|
)
|
|
(67.6
|
)
|
||
Less: Discount on Long-term debt
|
(12.7
|
)
|
|
(10.6
|
)
|
||
Total Long-term debt, net
|
$
|
7,305.4
|
|
|
$
|
6,928.3
|
|
|
|
Facility
|
|
Maturity Date
|
|
Borrowing Capacity (in millions)
|
|
Interest Rate Terms
|
|
Applicable Interest Rate Spread as of
June 30, 2018 |
|
Debt Discount
|
|
Repayment Schedule
|
2018 Coty Revolving Credit Facility
|
|
April 2023
|
|
$3,250.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d) (e)
|
|
1.75%
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2018 Coty Term A Facility - USD Portion
|
|
April 2023
|
|
$1,000.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2018 at 1.25% of original principal amount
|
2018 Coty Term A Facility - EUR Portion
|
|
April 2023
|
|
€2,035.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2018 at 1.25% of original principal amount
|
2018 Coty Term B Facility - USD Portion
|
|
April 2025
|
|
$1,400.0
|
|
LIBOR
(a)
plus a margin of 2.25% per annum or a base rate plus a margin of 1.25% per annum
(d)
|
|
2.25%
|
|
0.25%
|
|
Quarterly repayments beginning September 30, 2018 at 0.25% of original principal amount
|
2018 Coty Term B Facility - EUR Portion
|
|
April 2025
|
|
€850.0
|
|
LIBOR
(a)
plus a margin of 2.50% per annum
(d)
|
|
2.50%
|
|
0.25%
|
|
Quarterly repayments beginning September 30, 2018 at 0.25% of original principal amount
|
2026 Dollar Notes
|
|
April 2026
|
|
$550.0
|
|
6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2023 Euro Notes
|
|
April 2023
|
|
€550.0
|
|
4.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
2026 Euro Notes
|
|
April 2026
|
|
€250.0
|
|
4.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018
|
|
N/A
(b)
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
|
|
Facility
|
|
Maturity Date
|
|
Borrowing Capacity (in millions)
|
|
Interest Rate Terms
|
|
Applicable Interest Rate Spread as of
June 30, 2017 |
|
Debt Discount
|
|
Repayment Schedule
|
Galleria Revolving Credit Facility
(a)
|
|
September 2021
|
|
$1,500.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d) (f)
|
|
1.75%
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
Galleria Term Loan A Facility
(a)
|
|
September 2021
|
|
$2,000.0
(g)
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning December 31, 2017 at 1.25% of original principal amount
|
Galleria Term Loan B Facility
(a)
|
|
September 2023
|
|
$1,000.0
|
|
LIBOR
(a)
plus a margin of 3.00% or a base rate, plus a margin of 2.00%
(f)
|
|
3.00%
|
|
0.50%
|
|
Quarterly repayments
beginning December 31, 2017 at 0.25% of original principal amount |
Coty Revolving Credit Facility
(a)
|
|
October 2020
|
|
$1,500.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
Coty Term Loan A Facility
(a)
- USD Portion |
|
October 2020
|
|
$1,750.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning June 30, 2016 at 1.25% of original principal amount
|
Coty Term Loan A Facility
(a)
- Euro Portion |
|
October 2020
|
|
€140.0
|
|
EURIBOR
(a)
plus a margin of 1.00% to 2.00% per annum, based on the Company’s total net leverage ratio
(c)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2016 at 1.25% of original principal amount
|
Incremental Term A Facility
(a)
|
|
October 2021
|
|
$975.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning March 31, 2017 at 1.25% of original principal amount
|
Coty Term Loan B Facility
(a)(h)
- USD Portion and Incremental Term B Facility (a) |
|
October 2022
|
|
$600.0
|
|
LIBOR
(a)
plus a margin of 2.50% or a base rate, plus a margin of 2.00%
(f)
|
|
2.50%
|
|
0.50%
|
|
Quarterly repayments beginning June 30, 2016 at 0.25% of original principal amount
|
Coty Term Loan B Facility
(a)
- Euro Portion |
|
October 2022
|
|
€990.0
(e)
|
|
EURIBOR
(a)
plus a margin of 2.75%
|
|
2.75%
|
|
0.50%
|
|
See below.
(e)
|
|
|
Facility
|
|
Maturity Date
|
|
Borrowing Capacity (in millions)
|
|
Interest Rate Terms
|
|
Applicable Interest Rate Spread as of
June 30, 2016
|
|
Debt Discount
|
|
Repayment Schedule
|
Coty Revolving Credit Facility
(a)
|
|
October 2020
|
|
$1,500.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c) (d)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Payable in full at maturity date
|
Coty Term Loan A Facility
(a)
- USD Portion |
|
October 2020
|
|
$1,750.0
|
|
LIBOR
(a)
plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio
(c)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning June 30, 2016 at 1.25% of original principal amount
|
Coty Term Loan A Facility
(a)
- Euro Portion |
|
October 2020
|
|
€140.0
|
|
EURIBOR
(a)
plus a margin of 1.00% to 2.00% per annum, based on the Company’s total net leverage ratio
(c)
(f)
|
|
1.75%
|
|
N/A
(b)
|
|
Quarterly repayments beginning September 30, 2016 at 1.25% of original principal amount
|
Coty Term Loan B Facility
(a)
- USD portion |
|
October 2022
|
|
$500.0
|
|
LIBOR
(a)
(subject to a 0.75% floor) plus a margin of 3.00% or a base rate (subject to a 1.75% floor), plus a margin of 2.00%
(f)
|
|
3.00%
|
|
0.50%
|
|
Quarterly repayments beginning June 30, 2016 at 0.25% of original principal amount
|
Coty Term Loan B Facility
(a)
- Euro portion |
|
October 2022
|
|
€990.0
(e)
|
|
EURIBOR
(a)
(subject to a 0.75% floor) plus a margin of 2.75%
|
|
2.75%
|
|
0.50%
|
|
Quarterly repayments beginning June 30, 2016 at 0.25% of original principal amount
(e)
|
|
|
(1)
|
1.0%
of the then outstanding principal amount of the respective 2026 Dollar Notes, 2023 Euro Notes and 2026 Euro Notes; and
|
(2)
|
the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes that would apply if such 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes were redeemed on April 15, 2021, April 15, 2020 or April 15, 2021, respectively (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes to and including April 15, 2021, April 15, 2020 and April 15, 2021, respectively (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Notes or Bund Rate in the case of both the 2020 Euro Notes or 2026 Euro Notes (both Treasury Rate and Bund Rate as defined in the Indenture) as of such redemption date plus 50 basis points; over (b) the principal amount of the respective 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes.
|
|
Price
|
||||
Year
|
2026 Dollar Notes
|
|
2023 Euro Notes
|
|
2026 Euro Notes
|
2020
|
N/A
|
|
102.0000%
|
|
N/A
|
2021
|
104.8750%
|
|
101.0000%
|
|
103.5625%
|
2022
|
103.2500%
|
|
100.0000%
|
|
102.3750%
|
2023
|
101.6250%
|
|
100.0000%
|
|
101.1875%
|
2024 and thereafter
|
100.0000%
|
|
N/A
|
|
100.0000%
|
•
|
LIBOR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 4.75:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 4.75:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
Pricing Tier
|
|
Debt Ratings S&P/Moody’s:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
5.0
|
|
Less than BB+/Ba1
|
|
2.000%
|
|
1.000%
|
4.0
|
|
BB+/Ba1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
BBB-/Baa3
|
|
1.500%
|
|
0.500%
|
2.0
|
|
BBB/Baa2
|
|
1.250%
|
|
0.250%
|
1.0
|
|
BBB+/Baa1 or higher
|
|
1.125%
|
|
0.125%
|
|
June 30, 2018
|
|
June 30, 2017
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
2018 Coty Credit Agreement
|
$
|
6,130.1
|
|
|
$
|
6,070.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Unsecured Notes
|
1,482.3
|
|
|
1,449.9
|
|
|
—
|
|
|
—
|
|
||||
Galleria Credit Agreement
|
—
|
|
|
—
|
|
|
1,944.3
|
|
|
1,944.0
|
|
||||
2015 Coty Credit Agreement
|
—
|
|
|
—
|
|
|
5,265.9
|
|
|
5,275.4
|
|
Fiscal Year Ending June 30,
|
|
||
2019
|
$
|
192.5
|
|
2020
|
192.5
|
|
|
2021
|
192.5
|
|
|
2022
|
192.5
|
|
|
2023
|
3,730.1
|
|
|
Thereafter
|
3,112.3
|
|
|
Total
|
$
|
7,612.4
|
|
Quarterly Test Period Ending
|
Total Net Leverage Ratio
(a)
|
June 30, 2018
|
5.50 to 1.00
|
September 30, 2018 through December 31, 2018
|
5.50 to 1.00
|
March 31, 2019 through June 30, 2019
|
5.25 to 1.00
|
September 30, 2019 through December 31, 2019
|
5.00 to 1.00
|
March 31, 2020 through June 30, 2020
|
4.75 to 1.00
|
September 30, 2020 through December 31, 2020
|
4.50 to 1.00
|
March 31, 2021 through June 30, 2021
|
4.25 to 1.00
|
September 30, 2021 through June 30, 2023
|
4.00 to 1.00
|
|
|
Fiscal Year Ending June 30,
|
|
||
2019
|
$
|
128.9
|
|
2020
|
112.1
|
|
|
2021
|
97.0
|
|
|
2022
|
80.4
|
|
|
2023
|
71.8
|
|
|
Thereafter
|
339.3
|
|
|
|
829.5
|
|
|
Less: sublease income
|
(23.9
|
)
|
|
Total minimum payments required
|
$
|
805.6
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(Benefit) provision for income taxes:
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
(30.0
|
)
|
State and local
|
9.8
|
|
|
1.1
|
|
|
(2.7
|
)
|
|||
Foreign
|
67.0
|
|
|
129.0
|
|
|
131.5
|
|
|||
Total
|
77.0
|
|
|
130.5
|
|
|
98.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
25.2
|
|
|
(256.9
|
)
|
|
(91.7
|
)
|
|||
State and local
|
(0.7
|
)
|
|
(24.2
|
)
|
|
(9.9
|
)
|
|||
Foreign
|
(126.2
|
)
|
|
(108.9
|
)
|
|
(37.6
|
)
|
|||
Total
|
(101.7
|
)
|
|
(390.0
|
)
|
|
(139.2
|
)
|
|||
Benefit for income taxes
|
$
|
(24.7
|
)
|
|
$
|
(259.5
|
)
|
|
$
|
(40.4
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) before income taxes
|
$
|
(152.5
|
)
|
|
$
|
(658.0
|
)
|
|
$
|
138.8
|
|
(Benefit) provision for income taxes at statutory rate
|
$
|
(42.8
|
)
|
|
$
|
(230.3
|
)
|
|
$
|
48.5
|
|
State and local taxes—net of federal benefit
|
9.9
|
|
|
(15.0
|
)
|
|
(8.3
|
)
|
|||
Foreign tax differentials
|
(21.9
|
)
|
|
53.3
|
|
|
(50.8
|
)
|
|||
Change in valuation allowances
|
8.6
|
|
|
(108.2
|
)
|
|
(7.6
|
)
|
|||
Change in unrecognized tax benefit
|
(24.8
|
)
|
|
25.6
|
|
|
45.8
|
|
|||
U.S. audit settlement, net
|
—
|
|
|
—
|
|
|
(83.2
|
)
|
|||
Tax Act
|
41.0
|
|
|
—
|
|
|
—
|
|
|||
Permanent differences—net
|
(8.5
|
)
|
|
1.2
|
|
|
4.7
|
|
|||
Amortization on intercompany sale
|
5.4
|
|
|
5.7
|
|
|
5.7
|
|
|||
Other
|
8.4
|
|
|
8.2
|
|
|
4.8
|
|
|||
(Benefit) provision for income taxes
|
$
|
(24.7
|
)
|
|
$
|
(259.5
|
)
|
|
$
|
(40.4
|
)
|
Effective income tax rate
|
16.2
|
%
|
|
39.4
|
%
|
|
(29.1
|
)%
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Deferred income tax assets:
|
|
|
|
||||
Inventories
|
$
|
9.0
|
|
|
$
|
11.7
|
|
Accruals and allowances
|
84.2
|
|
|
108.8
|
|
||
Sales returns
|
13.1
|
|
|
14.8
|
|
||
Share-based compensation
|
13.4
|
|
|
14.2
|
|
||
Employee benefits
|
115.7
|
|
|
141.2
|
|
||
Net operating loss carry forwards and tax credits
|
285.1
|
|
|
436.9
|
|
||
Other
|
48.3
|
|
|
40.7
|
|
||
Less: valuation allowances
|
(104.6
|
)
|
|
(60.3
|
)
|
||
Net deferred income tax assets
|
464.2
|
|
|
708.0
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
1,115.7
|
|
|
1,420.9
|
|
||
Property, plant and equipment
|
18.9
|
|
|
44.1
|
|
||
Unrealized gain
|
5.4
|
|
|
44.0
|
|
||
Licensing rights
|
21.5
|
|
|
30.4
|
|
||
Other
|
37.8
|
|
|
20.9
|
|
||
Deferred income tax liabilities
|
1,199.3
|
|
|
1,560.3
|
|
||
Net deferred income tax liabilities
|
$
|
(735.1
|
)
|
|
$
|
(852.3
|
)
|
Fiscal Year Ending June 30,
|
United States
|
|
Western Europe
|
|
Rest of World
|
|
Total
|
||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.2
|
|
|
$
|
15.2
|
|
2020
|
—
|
|
|
—
|
|
|
75.3
|
|
|
75.3
|
|
||||
2021
|
—
|
|
|
0.8
|
|
|
12.4
|
|
|
13.2
|
|
||||
2022
|
—
|
|
|
1.9
|
|
|
21.4
|
|
|
23.3
|
|
||||
2023 and thereafter
|
1.7
|
|
|
828.9
|
|
|
176.5
|
|
|
1,007.1
|
|
||||
Total
|
$
|
1.7
|
|
|
$
|
831.6
|
|
|
$
|
300.8
|
|
|
$
|
1,134.1
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
UTBs—July 1
|
$
|
257.9
|
|
|
$
|
228.9
|
|
|
$
|
342.6
|
|
Additions based on tax positions related to the current year
|
44.1
|
|
|
43.6
|
|
|
60.4
|
|
|||
Additions for tax positions of prior years
|
97.4
|
|
|
0.4
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(39.9
|
)
|
|
—
|
|
|
(70.5
|
)
|
|||
Settlements
|
(42.3
|
)
|
|
(1.5
|
)
|
|
(72.7
|
)
|
|||
Lapses in statutes of limitations
|
(11.0
|
)
|
|
(13.2
|
)
|
|
(37.9
|
)
|
|||
Foreign currency translation
|
(2.6
|
)
|
|
(0.3
|
)
|
|
7.0
|
|
|||
UTBs—June 30
|
$
|
303.6
|
|
|
$
|
257.9
|
|
|
$
|
228.9
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
287.1
|
|
|
$
|
219.6
|
|
|
$
|
112.9
|
|
Foreign exchange (gain) losses, net of derivative contracts
(a)
|
(8.5
|
)
|
|
3.4
|
|
|
(26.9
|
)
|
|||
Interest income
|
(13.6
|
)
|
|
(4.4
|
)
|
|
(4.1
|
)
|
|||
Total interest expense, net
|
$
|
265.0
|
|
|
$
|
218.6
|
|
|
$
|
81.9
|
|
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation—July 1
|
$
|
18.8
|
|
|
$
|
82.1
|
|
|
$
|
708.8
|
|
|
$
|
203.6
|
|
|
$
|
63.8
|
|
|
$
|
47.7
|
|
|
$
|
791.4
|
|
|
$
|
333.4
|
|
Service cost
|
—
|
|
|
—
|
|
|
38.8
|
|
|
34.8
|
|
|
1.4
|
|
|
1.9
|
|
|
40.2
|
|
|
36.7
|
|
||||||||
Interest cost
|
0.7
|
|
|
1.6
|
|
|
12.6
|
|
|
6.6
|
|
|
2.0
|
|
|
1.8
|
|
|
15.3
|
|
|
10.0
|
|
||||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
7.1
|
|
|
15.0
|
|
|
0.2
|
|
|
0.2
|
|
|
7.3
|
|
|
15.2
|
|
||||||||
Benefits paid
|
(1.3
|
)
|
|
(2.5
|
)
|
|
(29.6
|
)
|
|
(9.6
|
)
|
|
(1.6
|
)
|
|
(2.0
|
)
|
|
(32.5
|
)
|
|
(14.1
|
)
|
||||||||
Premiums paid
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
||||||||
Pension curtailment
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(2.2
|
)
|
|
(10.4
|
)
|
|
—
|
|
|
(10.1
|
)
|
|
(2.2
|
)
|
||||||||
Pension settlements
|
—
|
|
|
(60.2
|
)
|
|
(1.0
|
)
|
|
(23.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(83.2
|
)
|
||||||||
Actuarial (gain) loss
|
(0.7
|
)
|
|
(2.2
|
)
|
|
(6.3
|
)
|
|
(80.9
|
)
|
|
(2.5
|
)
|
|
(1.4
|
)
|
|
(9.5
|
)
|
|
(84.5
|
)
|
||||||||
Acquired obligations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
557.4
|
|
|
—
|
|
|
15.4
|
|
|
—
|
|
|
572.8
|
|
||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
4.6
|
|
|
10.1
|
|
|
0.3
|
|
|
0.1
|
|
|
4.9
|
|
|
10.2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||||
Benefit obligation—June 30
|
$
|
17.5
|
|
|
$
|
18.8
|
|
|
$
|
732.6
|
|
|
$
|
708.8
|
|
|
$
|
53.2
|
|
|
$
|
63.8
|
|
|
$
|
803.3
|
|
|
$
|
791.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value of plan assets—July 1
|
$
|
—
|
|
|
$
|
53.2
|
|
|
$
|
234.2
|
|
|
$
|
42.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
234.6
|
|
|
$
|
95.6
|
|
Actual return on plan assets
|
—
|
|
|
(0.8
|
)
|
|
18.8
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
18.8
|
|
|
9.8
|
|
||||||||
Employer contributions
|
1.3
|
|
|
10.1
|
|
|
37.1
|
|
|
29.8
|
|
|
1.4
|
|
|
1.8
|
|
|
39.8
|
|
|
41.7
|
|
||||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
7.1
|
|
|
15.0
|
|
|
0.2
|
|
|
0.2
|
|
|
7.3
|
|
|
15.2
|
|
||||||||
Benefits paid
|
(1.3
|
)
|
|
(2.5
|
)
|
|
(29.2
|
)
|
|
(9.6
|
)
|
|
(1.6
|
)
|
|
(2.0
|
)
|
|
(32.1
|
)
|
|
(14.1
|
)
|
||||||||
Premiums paid
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
||||||||
Plan settlements
|
—
|
|
|
(60.2
|
)
|
|
(1.0
|
)
|
|
(23.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(83.2
|
)
|
||||||||
Acquired plan assets
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
168.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
168.7
|
|
||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
3.6
|
|
||||||||
Other
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Fair value of plan assets—June 30
|
—
|
|
|
—
|
|
|
261.8
|
|
|
234.2
|
|
|
0.4
|
|
|
0.4
|
|
|
262.2
|
|
|
234.6
|
|
||||||||
Funded status—June 30
|
$
|
(17.5
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
(470.8
|
)
|
|
$
|
(474.6
|
)
|
|
$
|
(52.8
|
)
|
|
$
|
(63.4
|
)
|
|
$
|
(541.1
|
)
|
|
$
|
(556.8
|
)
|
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
0.5
|
|
Current liabilities
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(5.5
|
)
|
|
(4.9
|
)
|
|
(2.1
|
)
|
|
(1.9
|
)
|
|
(8.9
|
)
|
|
(8.1
|
)
|
||||||||
Noncurrent liabilities
|
(16.2
|
)
|
|
(17.5
|
)
|
|
(466.4
|
)
|
|
(470.2
|
)
|
|
(50.7
|
)
|
|
(61.5
|
)
|
|
(533.3
|
)
|
|
(549.2
|
)
|
||||||||
Funded status
|
(17.5
|
)
|
|
(18.8
|
)
|
|
(470.8
|
)
|
|
(474.6
|
)
|
|
(52.8
|
)
|
|
(63.4
|
)
|
|
(541.1
|
)
|
|
(556.8
|
)
|
||||||||
AOC(L)/I
|
1.7
|
|
|
2.5
|
|
|
44.7
|
|
|
25.1
|
|
|
20.1
|
|
|
23.9
|
|
|
66.5
|
|
|
51.5
|
|
||||||||
Net amount recognized
|
$
|
(15.8
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(426.1
|
)
|
|
$
|
(449.5
|
)
|
|
$
|
(32.7
|
)
|
|
$
|
(39.5
|
)
|
|
$
|
(474.6
|
)
|
|
$
|
(505.3
|
)
|
|
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
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Projected benefit obligation
|
$
|
17.5
|
|
|
$
|
18.8
|
|
|
$
|
713.9
|
|
|
$
|
695.0
|
|
|
$
|
17.5
|
|
|
$
|
18.8
|
|
|
$
|
725.0
|
|
|
$
|
705.6
|
|
Accumulated benefit obligation
|
17.5
|
|
|
18.8
|
|
|
657.8
|
|
|
631.6
|
|
|
17.5
|
|
|
18.8
|
|
|
669.1
|
|
|
640.6
|
|
||||||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
247.0
|
|
|
223.9
|
|
|
—
|
|
|
—
|
|
|
254.2
|
|
|
230.4
|
|
|
Year Ended June 30,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38.8
|
|
|
$
|
34.8
|
|
|
$
|
6.5
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
|
$
|
1.1
|
|
|
$
|
40.2
|
|
|
$
|
36.7
|
|
|
$
|
7.6
|
|
Interest cost
|
0.7
|
|
|
1.6
|
|
|
3.4
|
|
|
12.6
|
|
|
6.6
|
|
|
3.6
|
|
|
2.0
|
|
|
1.8
|
|
|
1.9
|
|
|
15.3
|
|
|
10.0
|
|
|
8.9
|
|
||||||||||||
Expected return on plan assets
|
—
|
|
|
(0.9
|
)
|
|
(2.6
|
)
|
|
(7.5
|
)
|
|
(6.3
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
(7.2
|
)
|
|
(3.7
|
)
|
||||||||||||
Amortization of prior service (credit) cost
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|
(5.7
|
)
|
|
(5.7
|
)
|
|
(5.7
|
)
|
||||||||||||
Amortization of net loss (gain)
|
(0.7
|
)
|
|
2.3
|
|
|
1.2
|
|
|
1.2
|
|
|
4.2
|
|
|
2.6
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
6.6
|
|
|
3.8
|
|
||||||||||||
Settlements loss (gain) recognized
|
—
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|
0.1
|
|
||||||||||||
Curtailment (gain) loss recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(2.2
|
)
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
(10.3
|
)
|
|
(2.2
|
)
|
|
(1.8
|
)
|
||||||||||||
Net periodic benefit cost
|
$
|
—
|
|
|
$
|
18.9
|
|
|
$
|
2.0
|
|
|
$
|
45.4
|
|
|
$
|
36.8
|
|
|
$
|
11.9
|
|
|
$
|
(13.0
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
32.4
|
|
|
$
|
53.6
|
|
|
$
|
9.2
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
|
|
|
||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Net actuarial (loss) gain
|
$
|
1.7
|
|
|
$
|
2.5
|
|
|
$
|
46.7
|
|
|
$
|
27.4
|
|
|
$
|
3.8
|
|
|
$
|
1.7
|
|
|
$
|
52.2
|
|
|
$
|
31.6
|
|
Prior service (cost) credit
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.3
|
)
|
|
16.3
|
|
|
22.2
|
|
|
14.3
|
|
|
19.9
|
|
||||||||
Total recognized in AOC(L)/I
|
$
|
1.7
|
|
|
$
|
2.5
|
|
|
$
|
44.7
|
|
|
$
|
25.1
|
|
|
$
|
20.1
|
|
|
$
|
23.9
|
|
|
$
|
66.5
|
|
|
$
|
51.5
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
|
|
|
||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Net actuarial (loss) gain
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
$
|
17.8
|
|
|
$
|
85.2
|
|
|
$
|
2.3
|
|
|
$
|
1.4
|
|
|
$
|
20.8
|
|
|
$
|
87.0
|
|
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|
(5.7
|
)
|
|
(5.7
|
)
|
||||||||
Recognized net actuarial loss (gain)
|
(0.6
|
)
|
|
17.6
|
|
|
1.2
|
|
|
3.7
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.5
|
|
|
21.4
|
|
||||||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
0.3
|
|
|
2.7
|
|
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
|
3.0
|
|
||||||||
Total recognized in OCI/(L)
|
$
|
0.1
|
|
|
$
|
18.0
|
|
|
$
|
19.5
|
|
|
$
|
91.8
|
|
|
$
|
(3.6
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
16.0
|
|
|
$
|
105.7
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||
|
U.S.
|
|
International
|
|
|
||||||||||
Prior service (cost) credit
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.9
|
|
|
$
|
5.7
|
|
Net gain (loss)
|
0.7
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
0.4
|
|
||||
Total
|
$
|
0.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
6.0
|
|
|
$
|
6.1
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
||||||||
|
U.S.
|
|
International
|
|
|||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Discount rates
|
4.0%
|
|
3.6%
|
|
0.6%-8.0%
|
|
0.4%-7.5%
|
|
2.3%-4.2%
|
|
1.9%-7.6%
|
Future compensation growth rates
|
N/A
|
|
N/A
|
|
1.5%-5.8%
|
|
0%-6.0%
|
|
N/A
|
|
N/A
|
|
Pension Plans
|
|
Other Post-
Employment Benefits |
||||||||||||||
|
U.S.
|
|
International
|
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Discount rates
|
3.6%
|
|
3.3%-3.8%
|
|
4.1%-4.5%
|
|
0.4%-7.5%
|
|
0.2%-7.8%
|
|
1.0%-2.7%
|
|
1.9%-7.6%
|
|
1.4%-8.0%
|
|
4.1%-4.6%
|
Future compensation growth rates
|
N/A
|
|
N/A
|
|
N/A
|
|
1.5%-6.0%
|
|
1.5%-5.8%
|
|
1.5%-2.5%
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected long-term rates of return on plan assets
|
N/A
|
|
N/A
|
|
5.1%
|
|
1.8%-8.2%
|
|
1.6%-6.0%
|
|
2.3%-4.3%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Year Ended June 30,
|
||||
|
2018
|
|
2017
|
|
2016
|
Health care cost trend rate assumed for next year
|
7.4%-8.5%
|
|
7.2%-7.4%
|
|
7.2%-7.4%
|
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
|
2026
|
|
2025
|
|
2024 - 2025
|
|
One Percentage Point Increase
|
|
One Percentage Point Decrease
|
||||
Effect on total service cost and interest cost
|
$
|
6.1
|
|
|
$
|
(5.3
|
)
|
Effect on post-employment benefit obligation
|
0.4
|
|
|
(0.4
|
)
|
|
|
|
% of Plan Assets at Year Ended
|
|||||
|
Target
|
|
2018
|
|
2017
|
|||
Equity securities
|
40
|
%
|
|
41
|
%
|
|
41
|
%
|
Fixed income securities
|
50
|
%
|
|
42
|
%
|
|
39
|
%
|
Cash and other investments
|
10
|
%
|
|
17
|
%
|
|
20
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Equity securities
|
$
|
63.0
|
|
|
$
|
53.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.0
|
|
|
$
|
53.4
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate securities
|
54.6
|
|
|
50.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54.6
|
|
|
50.5
|
|
||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
0.9
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.5
|
|
||||||||
Insurance contracts and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143.7
|
|
|
130.2
|
|
|
143.7
|
|
|
130.2
|
|
||||||||
Total pension plan assets
|
$
|
118.5
|
|
|
$
|
104.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143.7
|
|
|
$
|
130.2
|
|
|
$
|
262.2
|
|
|
$
|
234.6
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Insurance contracts:
|
|
|
|
||||
Fair value—July 1
|
$
|
130.2
|
|
|
$
|
42.4
|
|
Plan assets from acquisitions
|
—
|
|
|
75.7
|
|
||
Return on plan assets
|
14.0
|
|
|
4.7
|
|
||
Purchases, sales and settlements, net
|
3.9
|
|
|
5.3
|
|
||
Effect of exchange rates
|
(4.4
|
)
|
|
2.1
|
|
||
Fair value—June 30
|
$
|
143.7
|
|
|
$
|
130.2
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||||||
Fiscal Year Ending June 30,
|
U.S.
|
|
International
|
|
|
||||||||||
2019
|
$
|
1.3
|
|
|
$
|
40.5
|
|
|
$
|
2.1
|
|
|
$
|
43.9
|
|
2020
|
1.3
|
|
|
26.6
|
|
|
2.5
|
|
|
30.4
|
|
||||
2021
|
1.3
|
|
|
26.5
|
|
|
2.9
|
|
|
30.7
|
|
||||
2022
|
1.3
|
|
|
29.1
|
|
|
3.1
|
|
|
33.5
|
|
||||
2023
|
1.2
|
|
|
28.0
|
|
|
3.3
|
|
|
32.5
|
|
||||
2024 - 2027
|
5.9
|
|
|
167.2
|
|
|
17.5
|
|
|
190.6
|
|
Gain (Loss) Recognized in OCI
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign exchange forward contracts
|
$
|
(0.3
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
6.0
|
|
Interest rate swap contracts
|
27.0
|
|
|
40.8
|
|
|
(36.6
|
)
|
|||
Net investment hedges
|
138.7
|
|
|
(21.2
|
)
|
|
(2.5
|
)
|
Consolidated Statements of Operations
Classification of Gain (Loss) Recognized in Operations |
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Selling, general and administrative
|
$
|
(0.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
1.8
|
|
Interest income (expense), net
|
17.5
|
|
|
(6.5
|
)
|
|
(11.3
|
)
|
|||
Other income (expense), net
(a)
|
0.2
|
|
|
(1.1
|
)
|
|
(29.3
|
)
|
|
|
(a)
|
During fiscal 2016, the Company recognized
$29.6
of realized losses on foreign currency forward contracts related to an advanced payment for the Hypermarcas Brands.
|
|
Middle East
|
Percentage of redeemable noncontrolling interest
|
25.0%
(a)
|
Earliest exercise date(s)
|
December 2028
(b)
|
Formula of redemption value
|
3-year average of EBIT
(c)
* 6
|
|
|
Issuance Date
|
Number of Shares Awarded at Grant Date (millions of shares)
|
|
Number of Shares Outstanding (millions of shares)
|
|
Hurdle Price per Share
|
||||
April 2015
(a)
|
6.8
|
|
|
1.1
|
|
|
$
|
27.97
|
|
April 2015
(a)
|
0.6
|
|
|
0.6
|
|
|
$
|
26.87
|
|
November 25, 2016
(b)
|
1.0
|
|
|
1.0
|
|
|
$
|
22.34
|
|
February 16, 2017
(b)
|
0.5
|
|
|
0.3
|
|
|
$
|
22.66
|
|
March 27, 2017
(b) (c)
|
1.0
|
|
|
1.0
|
|
|
$
|
22.39
|
|
November 16, 2017
(b)
|
1.0
|
|
|
1.0
|
|
|
$
|
19.85
|
|
|
|
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
|
|
February 8, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2018
|
|
$
|
94.6
|
|
|
March 15, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
May 9, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
May 31, 2018
|
|
$
|
94.6
|
|
|
June 14, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
Fiscal 2018
|
|
|
|
$
|
0.500
|
|
|
|
|
$
|
378.2
|
|
|
|
|
$
|
374.9
|
|
|
$
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2017
|
||||||||||||||||||||||
August 1, 2016
|
|
Annual
|
|
$
|
0.275
|
|
|
August 11, 2016
|
|
$
|
93.4
|
|
|
August 19, 2016
|
|
$
|
92.4
|
|
|
$
|
1.0
|
|
December 9, 2016
|
|
Quarterly
|
|
$
|
0.125
|
|
|
December 19, 2016
|
|
$
|
94.0
|
|
|
December 28, 2016
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
February 9, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2017
|
|
$
|
94.0
|
|
|
March 10, 2017
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
May 10, 2017
|
|
Quarterly
|
|
$
|
0.125
|
|
|
May 31, 2017
|
|
$
|
94.0
|
|
|
June 13, 2017
|
|
$
|
93.4
|
|
|
$
|
0.6
|
|
Fiscal 2017
|
|
|
|
$
|
0.650
|
|
|
|
|
$
|
375.4
|
|
|
|
|
$
|
372.6
|
|
|
$
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2016
|
||||||||||||||||||||||
September 11, 2015
|
|
Annual
|
|
$
|
0.250
|
|
|
October 1, 2015
|
|
$
|
90.1
|
|
|
October 15, 2015
|
|
$
|
89.0
|
|
|
$
|
1.1
|
|
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
|
|
|
||||||||||||
|
(Losses) Gains on Cash Flow Hedges
|
|
(Losses) Gains on Net Investment Hedge
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||
Beginning balance at July 1, 2016
|
$
|
(28.9
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(164.0
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(239.7
|
)
|
Other comprehensive income before reclassifications
|
35.9
|
|
|
(21.2
|
)
|
|
143.2
|
|
|
80.5
|
|
|
238.4
|
|
|||||
Net amounts reclassified from AOCI/(L)
(a)
|
5.6
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
5.7
|
|
|||||
Net current-period other comprehensive income
|
41.5
|
|
|
(21.2
|
)
|
|
143.2
|
|
|
80.6
|
|
|
244.1
|
|
|||||
Ending balance at June 30, 2017
|
$
|
12.6
|
|
|
$
|
(23.7
|
)
|
|
$
|
(20.8
|
)
|
|
$
|
36.3
|
|
|
$
|
4.4
|
|
Other comprehensive income before reclassifications
|
19.2
|
|
|
138.7
|
|
|
(23.5
|
)
|
|
20.8
|
|
|
155.2
|
|
|||||
Net amounts reclassified from AOCI/(L)
(a)
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(7.3
|
)
|
|||||
Net current-period other comprehensive income
|
15.2
|
|
|
138.7
|
|
|
(23.5
|
)
|
|
17.5
|
|
|
147.9
|
|
|||||
Adjustment due to the adoption of ASU 2018-02 (Note 2)
|
3.9
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
6.5
|
|
|||||
Ending balance at June 30, 2018
|
$
|
31.7
|
|
|
$
|
115.0
|
|
|
$
|
(44.3
|
)
|
|
$
|
56.4
|
|
|
$
|
158.8
|
|
|
|
Period
|
Number of shares repurchased (in millions)
|
|
Cost of shares repurchased (in millions)
|
|
Lowest fair value of shares repurchased per share
|
|
Highest fair value of shares repurchased per share
|
|||||||
Fiscal Year Ended June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fiscal Year Ended June 30, 2017
|
1.4
|
|
|
$
|
36.3
|
|
|
$
|
25.35
|
|
|
$
|
27.40
|
|
Fiscal Year Ended June 30, 2016
|
27.4
|
|
|
$
|
767.0
|
|
|
$
|
25.10
|
|
|
$
|
30.35
|
|
|
2018
|
|
2017
|
Expected life
|
7.50 years
|
|
7.50 years
|
Risk-free interest rate
|
2.19%
|
|
1.60%
|
Expected volatility
|
36.03%
|
|
36.74%
|
Expected dividend yield
|
2.98%
|
|
1.62%
|
|
Shares
(in millions)
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
|||||
Outstanding at July 1, 2017
|
12.0
|
|
|
$
|
15.64
|
|
|
|
|
|
||
Granted
|
5.9
|
|
|
16.86
|
|
|
|
|
|
|||
Exercised
|
(2.3
|
)
|
|
9.76
|
|
|
|
|
|
|||
Forfeited
|
(2.2
|
)
|
|
18.45
|
|
|
|
|
|
|||
Outstanding at June 30, 2018
|
13.4
|
|
|
$
|
16.75
|
|
|
|
|
|
||
Vested and expected to vest at June 30, 2018
|
10.5
|
|
|
$
|
16.63
|
|
|
$
|
—
|
|
|
7.73
|
Exercisable at June 30, 2018
|
1.7
|
|
|
$
|
9.71
|
|
|
$
|
7.4
|
|
|
1.96
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant date fair value of stock options
|
$
|
4.87
|
|
|
$
|
6.34
|
|
|
$
|
—
|
|
Intrinsic value of options exercised
|
32.2
|
|
|
26.3
|
|
|
87.6
|
|
|
Shares
(in millions)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested at July 1, 2017
|
8.0
|
|
|
$
|
6.33
|
|
Granted
|
5.9
|
|
|
4.87
|
|
|
Forfeited
|
(2.2
|
)
|
|
6.27
|
|
|
Non-vested at June 30, 2018
|
11.7
|
|
|
$
|
5.60
|
|
|
2018
|
|
2017
|
Expected life, in years
|
4.52 years
|
|
5.86 years
|
Expected volatility
|
35.00%
|
|
30.00%
|
Risk-free rate of return
|
2.70%
|
|
1.99%
|
Dividend yield on Class A Common Stock
|
3.55%
|
|
2.67%
|
Yield on cash
|
N/A
|
|
4.70%
|
|
2016
|
Expected life
|
4.79 years
|
Risk-free interest rate
|
1.01%
|
Expected volatility
|
36.74%
|
Expected dividend yield
|
0.96%
|
|
Shares
(in millions) |
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Term (in years)
|
|||||
Outstanding at July 1, 2017
|
4.2
|
|
|
$
|
24.66
|
|
|
|
|
|
||
Granted
|
1.0
|
|
|
19.85
|
|
|
|
|
|
|||
Forfeited
|
(0.2
|
)
|
|
22.66
|
|
|
|
|
|
|||
Outstanding at June 30, 2018
|
5.0
|
|
|
$
|
23.62
|
|
|
|
|
|
||
Vested and expected to vest at June 30, 2018
|
4.4
|
|
|
$
|
23.57
|
|
|
$
|
—
|
|
|
5.17
|
|
Shares
(in millions) |
|
Weighted
Average Grant Date Fair Value |
|||
Non-vested at July 1, 2017
|
3.2
|
|
|
$
|
5.19
|
|
Granted
|
1.0
|
|
|
4.12
|
|
|
Forfeited
|
(0.2
|
)
|
|
3.63
|
|
|
Non-vested at June 30, 2018
|
4.0
|
|
|
$
|
4.99
|
|
|
Shares
(in millions)
|
|
Aggregate
Intrinsic
Value
|
|
Weighted
Average
Remaining
Contractual
Term
|
|||
Outstanding at July 1, 2017
|
5.6
|
|
|
|
|
|
||
Granted
|
3.8
|
|
|
|
|
|
||
Settled
|
(0.7
|
)
|
|
|
|
|
||
Cancelled
|
(1.2
|
)
|
|
|
|
|
||
Outstanding at June 30, 2018
|
7.5
|
|
|
|
|
|
||
Vested and expected to vest at June 30, 2018
|
6.1
|
|
|
$
|
84.5
|
|
|
3.12
|
|
Shares
(in millions)
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding and nonvested at July 1, 2017
|
5.3
|
|
|
$
|
21.76
|
|
Granted
|
3.8
|
|
|
16.53
|
|
|
Vested
|
(0.7
|
)
|
|
16.40
|
|
|
Cancelled
|
(1.2
|
)
|
|
20.94
|
|
|
Outstanding and nonvested at June 30, 2018
|
7.2
|
|
|
$
|
19.57
|
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net (loss) income attributable to Coty Inc.
|
$
|
(168.8
|
)
|
|
$
|
(422.2
|
)
|
|
$
|
156.9
|
|
Weighted-average common shares outstanding—Basic
|
749.7
|
|
|
642.8
|
|
|
345.5
|
|
|||
Effect of dilutive stock options and Series A Preferred Stock
(a)
|
—
|
|
|
—
|
|
|
5.7
|
|
|||
Effect of restricted stock and RSUs
(b)
|
—
|
|
|
—
|
|
|
3.0
|
|
|||
Weighted-average common shares outstanding—Diluted
|
749.7
|
|
|
642.8
|
|
|
354.2
|
|
|||
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
0.45
|
|
Diluted
|
(0.23
|
)
|
|
(0.66
|
)
|
|
0.44
|
|
|
|
(a)
|
As of
June 30, 2018 and 2017
, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of common stock were excluded in the computation of diluted loss per share due to the net loss incurred during the period. As of
June 30, 2016
, outstanding stock options and Series A Preferred Stock to purchase
3.0 million
shares of Common Stock are excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.
|
(b)
|
As of
June 30, 2018 and 2017
, RSUs were excluded in the computation of diluted loss per share due to the net loss incurred during the period. As of
June 30, 2016
, there were
0.1 million
anti-dilutive RSUs 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 |
|
Balance Received through Acquisition
|
|
Charged to
Costs and Expenses |
|
Deductions
|
|
Balance at
End of Period |
|||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
$
|
58.5
|
|
|
$
|
—
|
|
|
$
|
16.3
|
|
|
|
$
|
7.0
|
|
(a)(b)
|
|
$
|
81.8
|
|
2017
|
|
35.2
|
|
|
—
|
|
|
32.8
|
|
|
|
(9.5
|
)
|
(b)
|
|
58.5
|
|
|||||
2016
|
|
19.6
|
|
|
—
|
|
|
21.9
|
|
|
|
(6.3
|
)
|
(b)
|
|
35.2
|
|
|||||
Allowance for customer returns:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
$
|
67.3
|
|
|
$
|
10.1
|
|
|
$
|
169.8
|
|
|
|
$
|
(166.1
|
)
|
|
|
$
|
81.1
|
|
2017
|
|
57.3
|
|
|
11.4
|
|
|
165.7
|
|
|
|
(167.1
|
)
|
|
|
67.3
|
|
|||||
2016
|
|
59.9
|
|
|
—
|
|
|
132.8
|
|
|
|
(135.4
|
)
|
|
|
57.3
|
|
|||||
Deferred tax valuation allowances:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
$
|
60.3
|
|
|
$
|
—
|
|
|
$
|
54.7
|
|
(c)
|
|
$
|
(10.4
|
)
|
|
|
$
|
104.6
|
|
2017
|
|
179.2
|
|
|
—
|
|
|
9.2
|
|
(c)
|
|
(128.1
|
)
|
|
|
60.3
|
|
|||||
2016
|
|
81.9
|
|
|
—
|
|
|
117.9
|
|
(c)
|
|
(20.6
|
)
|
|
|
179.2
|
|
|
|
(a)
|
Includes reclassification between the allowance for doubtful accounts and gross trade receivables for presentation purposes.
|
(b)
|
Includes amounts written-off, net of recoveries and cash discounts.
|
(c)
|
Includes foreign currency translation adjustments unless otherwise noted.
|
1.1.
|
The Employee shall start employment in her new assignment with effect from no later than May 15
th
, 2018. The employment shall be for an indefinite period. Normal working hours are 35 hours per week however you are expected to work further hours as may be necessary to fulfil your duties or the needs of the business.
|
1.2.
|
The Employee shall act as
Chief Corporate Affairs Officer and will be member of the Executive Committee of Coty
. The full description of this role is as described in the conversation between the Employee and the Company. The Company reserves the right to transfer the Employee to another position according to Employee's professional qualifications. In performing her duties the Employee shall comply with all local laws, the articles of association, the by-laws of the Company and resolutions of the Company's Board. The Employee shall report to The Chief Human Resources Officer In the execution of the Employee's duties, the Employee shall follow Company and Coty policies.
|
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 Employee's business leader. The Company retains the right to appoint other representatives in addition to the Employee.
|
1.4.
|
The Employee will coordinate her activities with the appropriate divisions, departments and companies within Coty, as designated by her 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 the Company's office at 20 Eastbourne Terrace, London, W2 6LE provided, however, that within the normal course of her duties the Employee may be required to travel extensively and that Employee may be required to relocate in accordance with the Company's needs or as directed by Coty.
|
2.1.
|
The employment is on full-time basis; the Employee may, however, be requested by the Company to take additional responsibilities such as directorships on the Boards of Companies belonging to Coty or as representative on industry panels etc. The Employee agrees to accept such additional responsibilities without additional compensation except for nominal compensation as may be required under local laws, in which case it shall be deducted from Employee’s base salary, and travel expenses.
|
2.2.
|
Coty may, without an obligation to do so, offer the employee to take over a directorship in one or more companies of Coty or 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 her obligations under the present Employment Agreement. Should a conflict arise between the Employee's obligations to the Company and her other directorship(s) the Employee will advise Coty accordingly.
|
2.3.
|
The Employee hereby agrees to resign, without delay and without right of retention, from all directorships or other offices (as outlined in the preceding paragraph) whenever so directed by the Company and/or Coty and immediately so upon termination of employee's work duties for the Company unless expressly provided otherwise in writing. Any shares in the affiliates of the Company held by the employee, at Coty's or the Company's direction, shall be transferred immediately, whenever and as the Company or Coty directs and upon termination of Employee's work duties.
|
3.1.
|
The Employee shall receive a basic annual gross salary of £250,000, which shall be payable in 12 equal installments subject to the deduction of statutory charges, such as tax, social security, and health insurance (where applicable). The Company may decide to change the intervals of payment by introducing weekly or bi-weekly payment or in any other intervals, at the Company's discretion and if permitted by local laws. The annual salary shall be reviewed in regular annual intervals.
|
3.2.
|
In addition to annual base salary the Employee shall continue to be part of the Coty Annual Performance Plan ("APP") with a Target Award at 50% of Employee's basic gross annual salary.
|
4.1.
|
The Employee participates in the UK Company Pension Plan. Information regarding the UK Company Pension Plan will be provided to the Employee, if there is such plan.
|
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). On leaving the Company, the local policy will apply. Bank and public holiday entitlement is in addition to vacation entitlement, see local policy. In accordance with the holiday policy, the number of days may increase in line with length of service.
|
4.4.
|
The Employee is entitled to a Company car or car allowance in line with the Company Car policy.
|
5.1.
|
During employment either party may terminate the employment for any reason and without cause by six months’ written notice to the other party. During the Employee’s probationary period, the notice period is as outlined in the Statement of APP Terms and Conditions of Employment.
|
5.2.
|
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 her duties.
|
5.3.
|
The Company may terminate this Agreement without notice period immediately and without liability for compensation or damages due to the Employee’s willful and continued failure substantially to perform her duties (other than as a result of total or partial incapacity due to physical or mental illness) which failure continues for more than 30 days after receipt by the Employee of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination.
|
5.4.
|
If this Agreement is terminated by notice of either party, the Company may release the Employee from her work duties at any time, including, but not limited to, the request that the Employee takes annual vacation in accordance with local laws, provided that all other provisions of this Agreement continue to be in effect, including the payment of compensation until the termination becomes effective and that the Employee shall continue to receive her compensation as provided in this Agreement.
|
5.5.
|
Upon terminating her employment for any reason or whenever so directed by the Company or Coty, the Employee will return 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 her 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 her possession or control, to the Company or to such entity as Coty may direct, without right of retention.
|
8.1.
|
This Employment 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. Should there be any conflict or dispute as to the terms of the Employee’s employment with the Company, the Statement of APP Terms and Conditions of Employment will prevail over this Employment Agreement.
|
8.2.
|
The provisions of this Agreement shall be subject to the laws of England and Wales.
|
8.3.
|
Any grievance relating to employment should be referred to Employee's Line Manager.
|
Coty Inc.
Subsidiary List
as of June 30, 2018
|
||
Entity Name
|
Domestic Jurisdiction
|
|
Coty Argentina S.A.
|
Argentina
|
|
Cosmetic Suppliers PTY. LTD.
|
Australia
|
|
Coty Australia Holdings 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
|
|
GHD Professional, North America, Inc.
|
CA
|
|
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
|
|
Coty Holdings UK Limited
|
England and Wales
|
|
Quest Beauty Limited
|
England and Wales
|
|
Ghd Finland Oy
|
Finland
|
|
HFC Prestige International Finland Oy
|
Finland
|
|
Coty S.A.S.
|
France
|
|
Coty France 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 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
|
Zadafo Verwaltungsgesellschaft mbH
|
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
|
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 StarAsia 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
|
Galería Productora de Cosméticos, S. de R.L. de C.V.
|
Mexico
|
HFC Cosmetics S. de R.L. de C.V.
|
Mexico
|
HFC Prestige International S. de R.L. de C.V.
|
Mexico
|
YQ Products MEX S.de R.L. de C.V.
|
Mexico
|
Coty Lancaster S.A.M.
|
Monaco
|
Coty B.V.
|
Netherlands
|
Coty Benelux B.V.
|
Netherlands
|
Coty Global 1 B.V.
|
Netherlands
|
Coty Global 2 B.V.
|
Netherlands
|
Coty Global 3 B.V.
|
Netherlands
|
Coty Global 4 B.V.
|
Netherlands
|
Coty Global 5 B.V.
|
Netherlands
|
Coty Global Holdings B.V.
|
Netherlands
|
Coty Investments B.V.
|
Netherlands
|
HFC Prestige International Netherlands B.V.
|
Netherlands
|
HFC Prestige International Netherlands Holding B.V.
|
Netherlands
|
Lancaster B.V.
|
Netherlands
|
Younique Products B.V
|
Netherlands
|
Younique Products Cooperatief U.A.
|
Netherlands
|
HFC Prestige International New Zealand Limited
|
New Zealand
|
Jemella New Zealand Limited
|
New Zealand
|
GHD Scandinavia NUF (Norwegian Branch)
|
Norway
|
HFC Prestige International Norway AS
|
Norway
|
Coty Prestige Southeast Asia Philippines, Inc.
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Philippines
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Coty Eastern Europe sp. z.o.o.
|
Poland
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HFC Prestige Service Poland Sp. z.o.o.
|
Poland
|
Wella Prestige Products Portugal S.A.
|
Portugal
|
HFC Prestige International Puerto Rico LLC
|
Puerto Rico
|
Coty Cosmetics Romania SRL
|
Romania
|
Bourjois Paris LLC
|
Russian Federation
|
Coty Beauty LLC
|
Russian Federation
|
LLC Capella
|
Russian Federation
|
Russwell Ltd
|
Russian Federation
|
Coty Arabia Trading Company LLC
|
Saudi Arabia
|
Coty Scot 1 LP
|
Scotland
|
Coty Scot 2 LP
|
Scotland
|
Coty Asia Pte. Ltd.
|
Singapore
|
Coty Prestige Southeast Asia Pte. Ltd.
|
Singapore
|
Coty Singapore Pte. Ltd.
|
Singapore
|
Coty Southeast Asia Pte. Limited
|
Singapore
|
HFC Prestige International Operations Switzerland SARL Singapore Branch
|
Singapore
|
HFC Prestige International Singapore Pte. Ltd.
|
Singapore
|
Coty Slovenská Republika s.r.o.
|
Slovakia
|
Coty Beauty South Africa (PTY) Ltd.
|
South Africa
|
Coty South Africa (Proprietary) Limited
|
South Africa
|
Good Hair Day South Africa (Proprietary) Limited
|
South Africa
|
Coty Spain S.L., Sociedad Unipersonal
|
Spain
|
GHD Spain, S A U
|
Spain
|
HFC Prestige Products S.A.U.
|
Spain
|
Productos Cosmeticos, S.L.U
|
Spain
|
Younique Spain SL
|
Spain
|
GHD Sverige AB
|
Sweden
|
HFC Prestige International Sweden AB
|
Sweden
|
Coty (Schweiz) AG
|
Switzerland
|
Coty Geneva SARL Versoix
|
Switzerland
|
Coty International S.a.r.l.
|
Switzerland
|
HFC Prestige International Holding Switzerland Sàrl
|
Switzerland
|
HFC Prestige International Operations Switzerland Sàrl
|
Switzerland
|
HFC Prestige International Switzerland Sàrl
|
Switzerland
|
So Be Cosmetics S.A.
|
Switzerland
|
Coty Prestige (Taiwan) Ltd.
|
Taiwan, Province Of China
|
StarAsia Taiwan Co., Ltd.
|
Taiwan, Province Of China
|
Coty Prestige Southeast Asia (Thailand) Company Limited
|
Thailand
|
HFC Prestige Manufacturing (Thailand) Ltd.
|
Thailand
|
HFC Prestij Satýþ ve Daðýtým Ltd. Þti.
|
Turkey
|
Coty Distribution Emirates L.L.C.
|
United Arab Emirates
|
Coty Middle East Fzco
|
United Arab Emirates
|
Coty Regional Trading FZE
|
United Arab Emirates
|
HFC Prestige International Operations SARL
|
United Arab Emirates
|
Beamly Ltd.
|
United Kingdom
|
Beauty International Ltd.
|
United Kingdom
|
Bourjois Limited
|
United Kingdom
|
Coty Brands Group Limited
|
United Kingdom
|
Coty Export U.K. Ltd.
|
United Kingdom
|
Coty Manufacturing UK Ltd.
|
United Kingdom
|
Coty Services U.K. Ltd.
|
United Kingdom
|
Coty U.K. Limited
|
United Kingdom
|
Del Laboratories (U.K.) Limited
|
United Kingdom
|
ghd BondCo plc
|
United Kingdom
|
GHD EBT Company Ltd
|
United Kingdom
|
GHD Group Holdings Limited
|
United Kingdom
|
GHD Group Limited
|
United Kingdom
|
GHD Holdings Limited
|
United Kingdom
|
ghd Nominees Limited
|
United Kingdom
|
HFC Prestige Manufacturing UK Ltd
|
United Kingdom
|
HFC Prestige Products Ltd.
|
United Kingdom
|
HFC Prestige Service UK Ltd
|
United Kingdom
|
Jemella Group (Holdings) Limited
|
United Kingdom
|
|
/s/ Camillo Pane
|
|
|
Camillo Pane
|
|
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Chief Executive Officer
|
|
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/s/ Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
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Chief Financial Officer
|
Date: August 21, 2018
|
/s/ Camillo Pane
|
|
|
Camillo Pane
|
|
|
Chief Executive Officer
|
Date: August 21, 2018
|
/s/ Patrice de Talhouët
|
|
|
Patrice de Talhouët
|
|
|
Chief Financial Officer
|