What changed in this filing

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Item 9A. Controls and Procedures

2023-08-22 compared with 2022-08-25 · 503 added, 668 removed, 2082 unchanged (36% of the section changed)

20 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Other Information

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

Directors, Executive Officers and Corporate Governance.

77 unchanged sentences

London Branch, as London Paying Agent with respect to the Euro Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Dollar N otes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2023 Euro Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Euro Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Stockholders Agreement, dated as of March 17, 2019, by and among JAB Holdings, Parent, Offeror and the Company (incorporated by reference to Exhibit (e)(17) to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9/A filed on March 18, 2019).

Form of 2026 Dollar Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Euro Notes (included in Exhibit 4.

5 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Amended and Rest ated Stockholders Agreement, dated as of June 16, 2023 , by and among Coty Inc., JAB Holdings B.V.

and JAB Beauty B.V.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Re p ort on Form 8-K filed on June 16 , 20 23 ).

Description of Securities.

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Form of 4.750% Senior Secured Notes due 2029.

(included in Exhibit 4.

19 ) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 30, 2021).

(included in Exhibit 4.1 8 ) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Joinder Agreement No.

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LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Indenture, dated as of July 26, 2023, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’ s Current Report on Form 8-K filed on Ju ly 26, 2023 ) .

Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.22)(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Joinder Agreement No.

3, dated as of July 26, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No.

1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative and Joinder Agreement No.

2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas as initial other authorized representative (incorporated by reference to Exhibit 4.

3 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Pledge and Security Agreement, dated as of July 26, 2023, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.

4 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Credit Agreement, dated as of October 27, 2015, by and among Coty Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2015).

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(incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on November 30, 2021)

Investment Agreement, dated May 11, 2020, by and between Coty Inc.

and KKR Rainbow Aggregator L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on May 12, 2020).

Amendment No.

1 to the Investment Agreement, dated June 1, 2020, by and among Coty Inc.

and KKR Rainbow Aggregator L.P.(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 1, 2020).

Registration Rights Agreement, dated as of May 26, 2020, by and among Coty Inc.

and KKR Rainbow Aggregator L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on May 26, 2020).

5 to Amended and Restated Credit Agreement, dated March 7, 2023, by and among Coty Inc., Coty B.V., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.

as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2023).

Amendment No.

6 (Refinancing Amendment), dated as of July 11, 2023, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the refinancing revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.

1 to the Company's Current Report on Form 8-K filed on July 14 , 202 3 )

Shareholders’ Agreement, dated as of November 30, 2020, by and between Coty Inc., Coty International B.V., Rainbow Capital Group Limited, Rainbow JVCo Limited and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 10.2 to the Company’s 8-K filed on December 1, 2020).

7 unchanged sentences

Employment Agreement, dated June 3, 2020, between Coty Management B.V.

and Gordon Von Bretten (incorporated by reference to Exhibit 10.

17 to the Company’s Annual Report on Form 10-K filed on August 27, 2020).†

and Gordon Von Bretten (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on August 27, 2020).†

Offer Letter, dated as of April 1, 2016, between Ayesha Zafar and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2016).†

6 unchanged sentences

Offer Letter dated as of November 26, 2021 between Coty Management B.V.

and Laurent Mercier (incorporated by reference to Exhibit 10.1 to the Company’s Quaterly Report on Form 10-Q filed on February 8, 2022).†

and Laurent Mercier (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2022).†

Offer Letter dated as of June 14, 2022 between Coty Management B.V.

and Laurent Mercier (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 25, 2022).†

Offer Letter dated as of June 8, 2023, between Coty Management B.V.

and Laurent Mercier.†

3 unchanged sentences

and Anna von Bayern (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).†

Employment Agreement, dated October 12, 2016 between HFC Prestige International Operations Switzerland sarl and Anne Jaeckin, and the addendum thereto dated May 18, 2020 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on August 27, 2020).†

Employment Agreement, dated October 13, 2020, between Coty Inc.

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(incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Settlement Agreement, dated December 8, 2020, between Coty Management B.V.

and Pierre-Andre Terisse (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).†

Separation Agreement, dated October 10, 2020 between Coty Inc.

and Edgar Huber (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).†

Separation Agreement dated as of September 19, 2021 between Coty Inc.

and Richard Jones (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2021).†

Offer Letter, dated as of July 25, 2021, between Shimei Fan and Coty Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022).†

Offer Letter, dated as of March 5, 2022, between Graeme Carter and Coty Inc.(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022).†

Amended Employment Agreement, dated May 4, 2023, between Coty Inc.

and Sue Nabi..†

Form of Performance Restricted Stock Unit Award Terms and C onditions for Sue N abi .

Form of Restricted Stock Unit Award Terms and C onditions for Sue Nabi .†

Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.24 to Amendment No.

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Form of Phantom Unit Award Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2014).†

Terms and Conditions Performance Stock Options under Coty Inc.

Equity and Long-Term Incentive Plan, as amended and restated on October 28, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2018).†

Form of Subscription Agreement for Series A-1 Preferred Stock (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on August 28, 2019).†

Terms and Conditions of 2019 Incentive Stock Options under Coty Inc.

Equity and Long-Term Incentive plan (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed on August 28, 2019).†

Form of Restricted Stock Award Agreement under the Amended and Restated Coty Inc.

2 unchanged sentences

Equity and Long-Term Incentive Plan.

(incorporated by reference to Exhibit 10.

47 to the Company’s Annual Report on Form 10-K filed on August 2 6 , 202 1 ) †

(incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

List of significant subsidiaries.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristin Blazewicz, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristin Blazewicz, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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(Isabelle Parize)

/s/Erhard Schoewel Director August 25, 2022

(Erhard Schoewel)

/s/Lubomira Rochet Director August 22, 2023

(Lubomira Rochet)

/s/Robert Singer Director August 22, 2023

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As of June 30, 2023, the carrying value of the indefinite-lived intangible assets was $950.8 million, of which $148.4 million related to the Max Factor trademark.

During fiscal 2022, the Company recognized an impairment charge of $21.3 million related to the Max Factor trademark, as its fair value was lower than its carrying value.

The fair value of the Max Factor trademark exceeded its’ carrying value by 6.8%.

Given the significant estimates and assumptions made by management to estimate the fair value and the difference between the fair value and carrying value for the Max Factor trademark, performing audit procedures to evaluate the reasonableness of such estimates and assumptions, particularly the estimated cash flows, and the selection of the royalty and discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

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◦ Internal communications to management and the Board of Directors;

◦ Forecasted information included in analyst and industry reports of the Company and selected companies in its peer group.

• We considered the impact of industry and market conditions on management’s forecasts for the Max Factor trademark, including consideration of the effects related to the current macro-economic environment and the Company’s decision to exit the Russian market.

◦ Forecasted information included in industry reports of the Company and selected companies in its peer group.

• We evaluated the impact of changes in management’s forecasts from the May 1, 2023 annual measurement date to June 30, 2023.

• With the assistance of our fair value specialists, we evaluated the valuation approach and royalty and discount rate for the Max Factor trademark, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the respective royalty and discount rate selected by management.

• With the assistance of our fair value specialists, we evaluated the valuation approach and royalty and discount rate for the Max Factor trademark, including testing the underlying source information and the mathematical accuracy of the calculations, and developing independent estimates and comparing those to the respective royalty and discount rate selected by management.

/s/ Deloitte & Touche LLP

24 unchanged sentences

Asset impairment charges — 31.4 —

Gain on divestitures — — ( 111.5 )

Operating income (loss) 543.7 240.9 ( 48.6 )

6 unchanged sentences

Net income (loss) 523.2 267.7 ( 205.1 )

Net (loss) income attributable to noncontrolling interests ( 5.1 ) ( 16.1 ) 4.7

Net income (loss) attributable to redeemable noncontrolling interests 13.3 12.3 ( 0.7 )

Net loss attributable to noncontrolling interests ( 1.8 ) ( 5.1 ) ( 16.1 )

Net income attributable to redeemable noncontrolling interests 16.8 13.3 12.3

Net income (loss) attributable to Coty Inc.

24 unchanged sentences

Foreign currency translation adjustment 49.4 ( 476.1 ) 130.3

Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $( 6.0 ), $( 8.4 ) and $ 9.1 , respectively

Net unrealized derivative (loss) gain on cash flow hedges, net of taxes of $ 1.4 , $( 6.0 ) and $( 8.4 ), respectively

( 3.6 ) 19.8 27.5

1 unchanged sentence

10.1 59.4 ( 23.6 )

Total other comprehensive (loss) income, net of tax ( 396.9 ) 134.2 ( 397.3 )

Comprehensive loss ( 129.2 ) ( 70.9 ) ( 1,400.0 )

Comprehensive (loss) income attributable to noncontrolling interests:

Net (loss) income ( 5.1 ) ( 16.1 ) 4.7

Total other comprehensive income (loss), net of tax 55.9 ( 396.9 ) 134.2

Comprehensive income (loss) 579.1 ( 129.2 ) ( 70.9 )

Comprehensive (loss) attributable to noncontrolling interests:

Net loss ( 1.8 ) ( 5.1 ) ( 16.1 )

Foreign currency translation adjustment 0.3 ( 0.5 ) ( 0.1 )

Total comprehensive (loss) income attributable to noncontrolling interests ( 5.6 ) ( 16.2 ) 4.8

Total comprehensive loss attributable to noncontrolling interests ( 1.5 ) ( 5.6 ) ( 16.2 )

Comprehensive income (loss) attributable to redeemable noncontrolling interests:

Net income (loss) 13.3 12.3 ( 0.7 )

Net income 16.8 13.3 12.3

Foreign currency translation adjustment 0.1 ( 0.4 ) —

Total comprehensive income (loss) attributable to redeemable noncontrolling interests 12.9 12.3 ( 0.7 )

Comprehensive loss attributable to Coty Inc.

Total comprehensive income attributable to redeemable noncontrolling interests 16.9 12.9 12.3

Comprehensive income (loss) attributable to Coty Inc.

$ 563.7 $ ( 136.5 ) $ ( 67.0 )

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0.1 and 0.1 issued and 0.1 and 0.1 outstanding, at June 30, 2023 and 2022, respectively

142.4 1,036.3

REDEEMABLE NONCONTROLLING INTERESTS 93.5 69.8

1 unchanged sentence

20.0 shares authorized;

1.5 issued and outstanding, at June 30, 2022 and 2021, respectively

1.0 and 1.5 issued and outstanding, at June 30, 2023 and 2022, respectively

Class A Common Stock, $ 0.01 par value;

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BALANCE as previously reported—July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,548.6 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 3,004.6 $ 224.2 $ 3,228.8 $ 79.1 $ 715.8

Adjustment due to the adoption of ASC842 ( 0.7 ) ( 0.7 ) ( 0.7 )

Adjustment due to the adoption of ASU No.

2016-13 ( 5.7 ) ( 5.7 ) ( 5.7 )

Balance as adjusted —July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,554.3 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 2,998.9 $ 224.2 $ 3,223.1 $ 79.1 $ 715.8

Issuance of Preferred Stock — — 242.4

Cancellation of Preferred Stock ( 7.9 ) ( 0.1 ) — — ( 0.6 ) ( 0.7 ) ( 0.7 )

Purchase of Class A Common Stock 0.5 ( 4.5 ) ( 4.5 ) ( 4.5 )

Issuance of Restricted Stock 2.0 — — —

Reacquired Class A Common Stock for employee taxes 0.1 — —

Cancellation of Restricted Stock 0.7 — — —

Exercise of employee stock options and restricted stock units 1.7 — — — —

Share based compensation expense 27.4 27.4 27.4

Dividends declared- Cash and Other ($ 0.375 per common share)

( 196.3 ) ( 196.3 ) ( 196.3 )

Changes in dividends accrued 1.2 1.2 1.2

Shares withheld for employee taxes ( 5.0 ) ( 5.0 ) ( 5.0 )

Dividends declared- Stock ( 88.9 ) ( 88.9 ) ( 88.9 )

Dividends settled in shares of Class A Common Stock 8.0 0.2 88.9 89.1 89.1

Deemed Dividends- Convertible Series B Preferred Stock ( 10.5 ) ( 10.5 ) ( 10.5 ) 10.5

Dividends Accrued- Convertible Series B Preferred Stock ( 67.6 ) ( 67.6 ) ( 67.6 ) 67.6

Dividends Paid-Convertible Series B Preferred Stock ( 24.2 ) ( 24.2 ) ( 24.2 )

Net income (loss) ( 201.3 ) ( 201.3 ) ( 16.1 ) ( 217.4 ) 12.3

1 unchanged sentence

Distribution to noncontrolling interests, net — ( 6.5 ) ( 6.5 ) ( 2.1 )

Additional redeemable noncontrolling interests due to employee grants and other adjustments 6.2 6.2 6.2 ( 360.4 )

Adjustments related to the sale of business — 212.9 212.9

Adjustment of redeemable noncontrolling interests to redemption value 5.2 5.2 5.2 ( 5.2 )

Equity Investment contribution for share-based compensation 2.3 2.3 2.3

BALANCE—June 30, 2021 1.5 $ — 832.3 $ 8.3 $ 10,376.2 $ ( 5,755.6 ) $ ( 321.9 ) 66.3 $ ( 1,446.3 ) $ 2,860.7 $ 201.5 $ 3,062.2 $ 84.1 $ 1,036.3

11 unchanged sentences

BALANCE as adjusted—July 1, 2021 1.5 $ — 832.3 $ 8.3 $ 10,376.2 $ ( 5,755.6 ) $ ( 321.9 ) 66.3 $ ( 1,446.3 ) $ 2,860.7 $ 201.5 $ 3,062.2 $ 84.1 $ 1,036.3

Adjustment due to the adoption of ASU No.

2016-13 ( 5.7 ) ( 5.7 ) ( 5.7 )

Balance adjusted- July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,554.3 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 2,998.9 $ 224.2 $ 3,223.1 $ 79.1 $ 715.8

Issuance of Preferred Stock — — 242.4

Reacquired Class A Common Stock for employee taxes 0.1 — —

Cancellation of Restricted Stock 0.7 — —

Exercise of employee stock options and restricted stock units 1.7 — — — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 3.3 — —

Shares withheld for employee taxes ( 12.7 ) ( 12.7 ) ( 12.7 )

Share-based compensation expense 195.4 195.4 195.4

Equity investment contribution for share-based compensation 0.7 0.7 0.7

Changes in dividends accrued 0.8 0.8 0.8

Shares withheld for employee taxes ( 5.0 ) ( 5.0 ) ( 5.0 )

Deemed Dividends- Convertible Series B Preferred Stock ( 10.5 ) ( 10.5 ) ( 10.5 ) 10.5

Conversion of Convertible Series B Preferred Stock 69.9 0.7 428.8 429.5 429.5 ( 429.5 )

Exchange Transaction — ( 606.9 )

Dividends Accrued- Convertible Series B Preferred Stock ( 35.2 ) ( 35.2 ) ( 35.2 ) 35.2

Deemed Dividends and Contributions- Convertible Series B Preferred Stock ( 163.1 ) ( 163.1 ) ( 163.1 ) 163.1

Dividends Paid- Convertible Series B Preferred Stock — — ( 55.8 )

3 unchanged sentences

Adjustment of redeemable noncontrolling interests to redemption value 14.9 14.9 14.9 ( 14.9 )

Equity Investment contribution for share-based compensation 2.3 2.3 2.3

BALANCE—June 30, 2022 1.5 $ — 905.5 $ 9.0 $ 10,805.8 $ ( 5,496.1 ) $ ( 717.9 ) 66.3 $ ( 1,446.3 ) $ 3,154.5 $ 191.3 $ 3,345.8 $ 69.8 $ 142.4

11 unchanged sentences

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

Cancellation of Preferred Stock ( 0.5 ) — — —

Reacquired Class A Common Stock for employee taxes 0.2 — — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 13.8 0.1 0.8 0.9 0.9

3 unchanged sentences

Changes in dividends accrued 0.1 0.1 0.1

Conversion of Convertible Series B Preferred Stock 69.9 0.7 428.8 429.5 429.5 ( 429.5 )

Exchange Transaction — ( 606.9 )

Dividends Accrued - Convertible Series B Preferred Stock ( 13.2 ) ( 13.2 ) ( 13.2 ) 13.2

Deemed Dividends and Contributions- Convertible Series B Preferred Stock ( 163.1 ) ( 163.1 ) ( 163.1 ) 163.1

Dividends Paid- Convertible Series B Preferred Stock — — ( 13.2 )

11 unchanged sentences

Net income (loss) $ 523.2 $ 267.7 $ ( 205.1 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 426.7 516.4 585.3

2 unchanged sentences

Deferred income taxes 56.3 12.1 ( 218.1 )

Provision (release) for bad debts 20.5 ( 13.2 ) 55.4

(Release) provision for bad debts ( 18.9 ) 20.5 ( 13.2 )

Provision for pension and other post-employment benefits 8.5 12.7 17.8

1 unchanged sentence

(Gain) loss on sale of business in discontinued operations and other business divestiture — ( 6.1 ) 246.4

(Gains) losses on disposals of long-lived assets, net ( 115.8 ) 15.4 37.6

(Gains) losses on disposals of long-lived assets and license terminations, net ( 99.7 ) ( 115.8 ) 15.4

Realized and unrealized gains from equity investments, net ( 226.3 ) ( 400.3 ) ( 70.3 )

Foreign exchange effects 29.9 ( 16.8 ) 26.7

Unrealized gains on forward repurchase contracts, net ( 196.9 ) ( 16.1 ) —

Other 8.9 21.3 54.6

Change in operating assets and liabilities, net of effects from purchase of acquired companies:

Change in operating assets and liabilities:

Trade receivables 36.8 ( 77.2 ) 10.5

7 unchanged sentences

Other noncurrent liabilities ( 34.7 ) ( 20.6 ) ( 26.4 )

Net cash provided by (used in) operating activities 726.6 318.7 ( 50.9 )

Net cash provided by operating activities 625.7 726.6 318.7

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures ( 222.8 ) ( 174.1 ) ( 173.9 )

Proceeds from sale of long-lived assets, including assets under restructuring programs 179.2 4.3 0.6

Proceeds related to sale of discontinued business, net of cash disposed 34.0 2,374.1 —

Proceeds from sale of long-lived assets and license termination 104.6 179.2 4.3

Proceeds related to the sale of discontinued business, net of cash acquired and related contingent consideration — 34.0 2,374.1

Return of capital from equity investments — 230.6 448.0

Payments for equity investment, business combinations and asset acquisitions, net of cash acquired — ( 200.0 ) ( 592.2 )

Payments for equity investment and asset acquisition — — ( 200.0 )

Proceeds from sale of business, net of cash disposed — — 27.0

Termination of currency swaps designated as net investment hedges — — ( 37.6 )

Net cash provided by (used in) investing activities 269.7 2,441.9 ( 833.4 )

Net cash (used in) provided by investing activities ( 118.2 ) 269.7 2,441.9

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds (repayments) of short-term debt, original maturity less than three months 0.6 — ( 4.3 )

Net proceeds of short-term debt, original maturity less than three months — 0.6 —

Proceeds from revolving loan facilities 1,558.0 943.0 2,759.8

3 unchanged sentences

Dividend payments on Class A Common Stock and Convertible Series B Preferred Stock ( 13.7 ) ( 57.2 ) ( 25.7 )

Proceeds from issuance of Convertible Series B Preferred Stock

— 227.2 724.5

Proceeds from issuance of Class A Common Stock and Convertible Series B Preferred Stock 0.9 — 227.2

Net (payments) proceeds for foreign currency contracts ( 128.1 ) ( 178.5 ) 18.5

Distributions to mandatorily redeemable financial interests, redeemable noncontrolling interests and noncontrolling interests ( 17.3 ) ( 16.9 ) ( 8.6 )

Payments related to forward repurchase contracts ( 26.4 ) — —

Purchase of remaining mandatorily redeemable financial interest — ( 7.1 ) —

1 unchanged sentence

All other ( 16.5 ) ( 13.6 ) ( 5.4 )

Net cash (used in) provided by financing activities ( 1,034.0 ) ( 2,795.1 ) 877.3

Net cash (used in) financing activities ( 469.3 ) ( 1,034.0 ) ( 2,795.1 )

EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 18.2 ) ( 8.9 ) ( 7.1 )

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 46.6 ) ( 41.6 ) ( 28.4 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 20.0 ( 46.6 ) ( 41.6 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 263.8 310.4 352.0

7 unchanged sentences

Conversion of Series B Preferred Stock into Class A Common Stock — 429.5 —

Non-cash Common Stock dividend — — 88.9

Non-cash Series B Preferred Stock dividends and deemed (contributions) dividends — ( 1.1 ) 78.1

Accrued fees related to the issuance of Convertible Series B Preferred Stock — — 15.2

See notes to Consolidated Financial Statements.

12 unchanged sentences

Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.

During the first quarter of fiscal 2022, the Company's chief operating decision maker ("CODM") finalized the Company's organizational structure and how performance will be assessed, and the Company realigned its reportable segments to a principally product category-based structure, comprised of a Prestige business segment and a Consumer Beauty business segment.

See Note 5—Segment Reporting for information on the Company's segments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

The Company also consolidates majority-owned entities in the United States of America, United Arab Emirates, Kingdom of Saudi Arabia, and South Korea where the Company has the ability to exercise control.

Ownership interests of noncontrolling parties are presented as mandatorily redeemable financial interests, noncontrolling interests or redeemable noncontrolling interests, as applicable.

Ownership interests of noncontrolling parties are presented as noncontrolling interests or redeemable noncontrolling interests, as applicable.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of equity investments, the assessment of goodwill, other intangible assets and long-lived assets for impairment, and income taxes.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of equity investments, the assessment of goodwill, other intangible assets and long-lived assets for impairment, and income taxes.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.

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The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

ASU 2016-02, Leases (Topic 842) , as amended, was adopted by the Company on July 1, 2019, utilizing a modified retrospective approach.

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allows a lessee to carry forward its population of existing leases, the classification of each lease, as well as the treatment of initial direct costs as of the period of adoption.

In addition, the Company elected the practical expedient related to lease and non-lease components, as an accounting policy election for all asset classes, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component.

Lastly, the Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment.

As an accounting policy election for all asset classes, the Company elected the practical expedient related to lease and non-lease components, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component.

Deferred Financing Fees

1 unchanged sentence

Such costs are amortized over the contractual term of the related debt instrument in Interest expense, net using the straight-line method, which approximates the effective interest method, in the Consolidated Statements of Operations.

Noncontrolling Interests and Redeemable Noncontrolling Interests

Interests held by third parties in consolidated majority-owned subsidiaries are presented as noncontrolling interests, which represents the noncontrolling stockholders’ interests in the underlying net assets of the Company’s consolidated majority-

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

Noncontrolling Interests and Redeemable Noncontrolling Interests

owned subsidiaries.

Noncontrolling interests that are not redeemable are reported in the equity section of the Consolidated Balance Sheets.

26 unchanged sentences

Additionally, shipping costs, freight-in and depreciation and amortization expenses related to manufacturing equipment and facilities are included in Cost of sales in the Consolidated Statements of Operations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Selling, General and Administrative Expenses

1 unchanged sentence

Also included in Selling, general and administrative expenses are share-based compensation, certain warehousing fees, manufacturing fixed costs, personnel and related expenses, rent on operating leases, and professional fees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Advertising and promotional costs are expensed as incurred and totaled $ 1,479.6 , $ 1,465.1 and $ 1,029.4 in fiscal 2023, 2022 and 2021, respectively.

2 unchanged sentences

Share-Based Compensation

Common shares are available to be awarded for the exercise of phantom units, vested stock options, the settlement of restricted stock units (“RSUs”), and the conversion of Series A and Series A-1 Preferred Stock.

Share-based compensation expense is measured and fixed at the grant date, based on the estimated fair value of the award and is recognized on a straight-line basis, net of estimated forfeitures, over the employee’s requisite service period.

Common shares are available to be awarded for the exercise of phantom units, vested stock options, the settlement of restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), and the conversion of Series A and Series A-1 Preferred Stock.

The fair value of stock options is determined using the Black-Scholes valuation model using the assumptions discussed in Note 24—Share-Based Compensation Plans.

The fair value of RSUs is determined on the date of grant based on the Company’s stock price.

The fair value of RSUs and PRSUs are determined on the date of grant based on the Company’s stock price.

Treasury Stock

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A determination of the unrecognized deferred taxes related to these components is not practicable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Tax Act requires a U.S.

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shareholder’s total net foreign income over a deemed return on tangible assets.

An entity may choose to recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or an entity can elect to treat GILTI as a period cost and include it in the tax expense of the year it is incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As such, the Company has elected to treat the tax on GILTI as a tax expense in the year it is incurred rather than recognizing deferred taxes.

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The Company recognizes these benefits when payment is probable and estimable.

Additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employee’s required future service period.

Costs for real estate consolidation are recognized based on the type of cost, and the expected future use of the facility.

For locations where the Company does not expect to sub-lease the property, the amortization of any right-of-use asset is accelerated from the decision date to the cease use date.

For locations where the Company expects to sub-lease the properties subsequent to its vacating the property, the right-of-use asset is reviewed for potential impairment at the earlier of the cease use date or the date a sub-lease is signed.

To determine the amount of impairment, the fair value of the right-of-use asset is determined based on the present value of the estimated net cash flows related to the property.

Contractual costs outside of the right-of-use asset are recognized based on the net present value of expected future cash outflows for which the Company will not receive any benefit.

Such amounts are reliant on estimates of future sub-lease income to be received and future contractual costs to be incurred.

Other business realignment costs represent the incremental cost directly related to the restructuring activities which can include accelerated depreciation, professional or consulting fees and other internal costs including compensation related costs for dedicated internal resources.

Other business realignment costs are generally recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Charges for accelerated depreciation are recognized on long-lived assets that will be taken out of service before the end of their normal service life, in which case depreciation estimates are revised to reflect the use of the asset over its shortened useful life.

All other costs are recognized as incurred.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting.

The acquisition method of accounting requires that purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.

The Company remeasures the fair value of contingent consideration at each reporting period using a probability-adjusted discounted cash flow method based on significant inputs not observable in the market and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings.

Contingent consideration payments that exceed the acquisition date fair value of the contingent consideration are reflected as an operating activity in the Consolidated Statements of Cash Flows.

Payments made for contingent consideration recorded as part of an acquisition’s purchase price are reflected as financing activities in the Company’s Consolidated Statements of Cash Flows, if paid more than three months after the acquisition date.

If paid within three months of the acquisition date, these payments are reflected as investing activities in the Company’s Consolidated Statements of Cash Flows.

The Company generally uses the following methodologies for valuing the Company’s significant acquired intangibles assets:

• 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, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the estimated allocation of earnings between different classes of assets, the attrition rate, the effective tax rate and the discount rate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Fair Value Measurements

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Exchange gains or losses incurred on non-financing foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional currency are reflected in Cost of sales or operating expenses.

Net gains/(losses) of $ 3.3 , $( 7.8 ) and $( 18.0 ) in fiscal 2022, 2021 and 2020, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Net (losses)/gains of $( 32.3 ), $ 3.3 and $( 7.8 ) in fiscal 2023, 2022 and 2021, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Assets and liabilities of foreign operations are translated into U.S.

2 unchanged sentences

Translation gains or losses are reported as cumulative adjustments in Accumulated other comprehensive income (loss) (“AOCI/(L)”).

Net gains/(losses) of $ 10.0 , $( 6.8 ) and $( 14.8 ) in fiscal 2022, 2021 and 2020, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Net (losses)/gains of $( 12.2 ), $ 10.0 and $( 6.8 ) in fiscal 2023, 2022 and 2021, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Lacoste Fragrances License Termination

During fiscal 2023, the Company terminated its licensing arrangement for Lacoste fragrances and received termination payments from the licensor totaling € 87.8 million (approximately $ 93.9 ).

The Company is expected to receive an additional payment of € 15.0 million (approximately $ 16.3 ) in fiscal 2024.

The Company recognized a net gain within Selling, general and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

administrative expenses of $ 104.4 reflecting the termination proceeds, net of estimated expenses for contractual termination obligations and non-recoverable assets associated with the license termination.

Amounts due to the Company from the licensor are reflected in Prepaid expenses and other current assets as of June 30, 2023.

The Company will continue to sell remaining Lacoste fragrances inventory through December of calendar year 2023, as per a contractual inventory sell-off arrangement.

Russia Market Exit

On April 27, 2022, the Company announced the Board of Directors’ decision to wind down its Russian operations.

During fiscal 2022, the Company recognized total pre-tax charges of $ 83.6 associated with its exit of Russia.

During fiscal 2022, the Company recognized total pre-tax charges in the Condensed Consolidated Statements of Operations of $ 83.6 associated with its exit of Russia.

These charges are primarily related to the net realizable value of assets associated with the Russian business.

1 unchanged sentence

The Company incurred $ 24.1 of income tax charges associated with its decision to exit Russia, in fiscal 2022.

We anticipate incurring up to $ 10.0 of additional costs through completion of the wind down.

Additionally, the Company recognized total pre-tax gains in the Condensed Consolidated Statements of Operations of $ 17.0 in the fiscal year ended June 30, 2023.

These amounts are primarily related to a bad debt accrual release due to better than expected collections.

The Company recognized $ 0.4 of income tax benefits associated with the decision to exit Russia in the fiscal year ended June 30, 2023.

The Company anticipates that it will incur an immaterial amount of additional costs through completion of the wind down.

Additionally, management anticipates derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary.

The wind down process of Coty’s Russian subsidiary is at an early stage.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company has substantially completed its commercial activities in Russia.

However, the Company anticipates that the process related to the liquidation of the Russian legal entity will take an extended period of time.

Recently Adopted Accounting Pronouncements

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which clarifies certain interactions between the accounting for equity securities, equity method investments, and certain derivative instruments.

The Company adopted this guidance in the first quarter of fiscal 2022.

The adoption of this standard did not have a material impact on the Company's financial position and its results of operations.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments.

This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method.

The Company adopted this guidance using the modified retrospective method in the first quarter of fiscal year 2023.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In July 2021, the FASB issued ASU No.

2021-05, Leases (Topic 842):

Lessors-Certain Leases with Variable Lease Payments, which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease on the commencement date of the lease if specified criteria are met.

The Company adopted this guidance in the first quarter of fiscal year 2023.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued and Not Yet Adopted Accounting Pronouncements

Accounting Standard Update(s) Topic Effective Period Summary

2021-01 Reference Rate Reform (Topic 848) Fiscal 2023 The FASB issued new authoritative guidance under ASU No.

2020-04 that provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.

As of June 30, 2022, the Company has not applied any of the optional expedients or exceptions allowed under this ASU.

The Company does not believe that this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.

2020-06 Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) Fiscal 2023 The FASB issued authoritative guidance that removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component.

The Company does not believe that this ASU will have a material impact on its consolidated financial statements.

2021-08 Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Fiscal 2024 The FASB issued authoritative guidance that clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers .

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

2023-01 Leases (Topic 842) - Common Control Arrangements Fiscal 2025 The FASB issued ASU No.

2023-01, Leases (Topic 842) - Common Control Arrangements, which clarifies the accounting for leasehold improvements associated with common control leases.

The guidance will be effective for the Company in fiscal 2025 with early adoption permitted.

The Company does not expect this ASU will have a material effect on its consolidated financial position, results of operations or cash flows.

DISCONTINUED OPERATIONS

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See Note 13—Equity Investments for additional information.

In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Wella Business are presented as discontinued operations in the prior period leading up to the date of the sale, and, as such, have been excluded from both continuing operations and segment results for all periods presented.

The Wella Business was comprised of the Professional Beauty and Retail Hair businesses.

& SUBSIDIARIES

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($ in millions, except per share data)

from both continuing operations and segment results for all periods presented.

The Wella Business was comprised of the Professional Beauty and Retail Hair businesses.

The following table has selected financial information included in Net income from discontinued operations for the Wella Business.

Year Ended June 30,

2023 2022 (a)

Net revenues $ — $ — $ 986.3

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Selling, general and administrative expenses — — 443.7

Amortization expense — — 95.5

Restructuring costs — — ( 0.7 )

Asset impairment charges — — —

Operating income — — 220.8

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2023 2022 2021

NON-CASH OPERATING ITEMS

Depreciation and amortization $ — $ — $ 131.8

CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditures $ — $ — $ 8.7

The gain/(loss) on sale of the Wella Business included in Net income (loss) from discontinued operations in the Consolidated Statements of Operations was $ 6.1 and $( 246.4 ) for the years ended June 30, 2022 and 2021, respectively.

The gain/(loss) on sale of the Wella Business included in Net income (loss) from discontinued operations in the Consolidated Statements of Operations was nil, $ 6.1 , and $( 246.4 ) for the years ended June 30, 2023, 2022 and 2021, respectively.

Initial cash proceeds received by the Company for the sale of its 60 % stake in the Wella Business were $ 2,451.7 and the Company retained an equity interest of 40 %.

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On December 22, 2021, the Company entered into an agreement with KKR Bidco related to post-closing adjustments to the purchase consideration for the Wella Business.

As part of this agreement, the Company may receive future contingent proceeds.

Earning the contingent proceeds is based on the future recovery of certain tax credits of the Wella Business.

As part of this agreement, the Company may receive future contingent proceeds, based on the future recovery of certain tax credits of the Wella Business.

The Company accounts for the initial measurement of contingent consideration under a loss recovery approach.

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Therefore, no contingent consideration gain was initially recognized.

Subsequent measurement of the total contingent consideration will be based on the guidance for gain contingencies and any gain will be recorded at the time the consideration is earned.

During the second quarter of fiscal 2022, a $ 34.0 advance of future contingent proceeds was paid to the Company and is subject to claw back if recovery targets related to the Wella Business tax credits are not achieved.

During fiscal 2022, certain recovery targets were achieved and the Company recognized a $ 0.7 gain related to the advance payment, reported in Other income, net.

The remaining $ 33.3 is unearned and will be included in Other noncurrent liabilities in the Consolidated Balance Sheet until the contingency is resolved.

Subsequent measurement of the contingent consideration is based on the guidance for gain contingencies and any gain will be recorded at the time the consideration is earned.

In fiscal 2022, a $ 34.0 advance of future contingent proceeds was paid to the Company and subject to claw back if recovery targets related to the Wella Business tax credits are not achieved.

During fiscal 2023 and 2022, certain recovery targets were achieved and the Company recognized gains of $ 30.8 and $ 0.7 , respectively, reported in Other income, net.

The remaining $ 2.5 is unearned and is included in Other noncurrent liabilities in the Consolidated Balance Sheet until the contingency is resolved.

& SUBSIDIARIES

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Business Combinations and Asset Acquisitions

There were no business combination or asset acquisition transactions during the year ended June 30, 2022.

There were no business combination or asset acquisition transactions during the years ended June 30, 2023 and 2022.

KKW Beauty Business Transaction

On January 4, 2021, the Company completed its purchase of 20 % of the outstanding equity of KKW Holdings, LLC (“KKW Holdings”), pursuant to a purchase agreement entered into between the Company, KKW Holdings and other parties listed as signatories (the “KKW Purchase Agreement”).

On the same date, as contemplated by the KKW Purchase Agreement, the Company entered into a collaboration agreement, pursuant to which, in exchange for a marketing fee and a license fee, it received the right and license to manufacture, advertise, promote, distribute and sell certain Kim Kardashian West products outside of the existing KKW Holdings scope of fragrances and cosmetics, and use certain intellectual property owned by or licensed to KKW Holdings in connection with the development, manufacture, labelling, packaging, advertising, display, distribution and sale of such products (the “KKW Collaboration Agreement”).

On the same date, as contemplated by the KKW Purchase Agreement, the Company entered into a collaboration agreement, pursuant to which, in exchange for a marketing fee and a license fee, it received the right and license to manufacture, advertise, promote, distribute and sell certain Kim Kardashian products outside of the existing KKW Holdings scope of fragrances and cosmetics, and use certain intellectual property owned by or licensed to KKW Holdings in connection with the development, manufacture, labelling, packaging, advertising, display, distribution and sale of such products (the “KKW Collaboration Agreement”).

Under the KKW Collaboration Agreement, products will be sold by the Company’s consolidated subsidiaries.

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Business Divestitures

There were no divestiture transactions during the year ended June 30, 2022.

There were no divestiture transactions during the years ended June 30, 2023 and 2022.

Wella Business

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The Company accounted for its stake in Wella under the fair value option (see Note 13—Equity Investments).

On August 27, 2019, the Company entered into a contribution and redemption agreement to transfer all of its membership interest in Foundation, LLC (“Foundation”), which held the net assets of Younique, to an existing noncontrolling interest holder.

On September 16, 2019, the Company completed the sale of all of its membership interest in Foundation.

Total consideration received was $ 77.9 .

The final pre-tax gain is included in Gain on divestitures in the Consolidated Statements of Operations for the fiscal year ended June 30, 2020.

Younique’s operations are included within Consumer Beauty and its results of operations through the completion of the sale are included in the Consolidated Statements of Operations for the fiscal year ended June 30, 2020.

SEGMENT REPORTING

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The Company has designated its Chief Executive Officer as the CODM.

During the first quarter of fiscal 2022, the CODM finalized the Company's organizational structure and how performance will be assessed, and the Company realigned its reportable segments to a principally product category-based structure, comprised of a Prestige business segment and a Consumer Beauty business segment beginning in the first quarter of fiscal 2022.

The Company recast its results for fiscal years 2021 and 2020 to reflect the changes in its segments.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate.

2 unchanged sentences

With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment.

The Company does not present assets by reportable segment since various assets are shared between reportable

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company does not present assets by reportable segment since various assets are shared between reportable segments.

The allocation of goodwill by segment is presented in Note 12—Goodwill and Other Intangible Assets, net.

19 unchanged sentences

Income (loss) from continuing operations before income taxes $ 704.8 $ 426.8 $ ( 239.8 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As of June 30,

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Long-lived assets include property and equipment, goodwill and other intangible assets.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Presented below are the net revenues associated with Company’s product categories as a percentage of total net revenues for continuing operations:

3 unchanged sentences

Color Cosmetics 27.9 % 28.7 % 29.3 %

Body Care & Other 7.4 % 7.6 % 8.3 %

Skincare 5.0 % 5.7 % 5.1 %

Body Care, Skin & Other 12.7 % 12.4 % 13.3 %

Total 100.0 % 100.0 % 100.0 %

1 unchanged sentence

Acquisition-related costs, which are expensed as incurred, represent non-restructuring costs directly related to acquiring and integrating an entity, for both completed and contemplated acquisitions and can include finder’s fees, legal, accounting, valuation, other professional or consulting fees, and other internal costs which can include compensation related expenses for dedicated internal resources.

The Company recognized acquisition-related costs of nil , $ 3.0 and $ 19.7 for the fiscal years ended 2022, 2021 and 2020, respectively.

Acquisition-related costs incurred during fiscal year 2020 were primarily related to the KKW Beauty Business Transaction and a purchase agreement entered into with King Kylie, LLC.

The Company recognized acquisition-related costs of nil , nil and $ 3.0 for the fiscal years ended 2023, 2022 and 2021, respectively.

Divestiture-related costs, which are expensed as incurred, represent non-restructuring costs directly related to divesting and selling an entity, including partial sales, for both completed and contemplated divestitures.

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Additionally, for divestitures, the Company includes write-offs of assets that are no longer recoverable and contract related costs due to the divestiture.

The Company recognized divestiture-related costs of $ 14.7 , $ 135.8 and $ 137.6 for the fiscal 2022, 2021 and 2020, respectively.

The Company recognized divestiture-related costs of nil , $ 14.7 and $ 135.8 for the fiscal 2023, 2022 and 2021, respectively.

Divestiture-related costs incurred during the fiscal years 2022 and 2021 were primarily related to the strategic transaction with KKR for the sale of a majority stake in the Wella Business.

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Transformation Plan

In connection with the four-year plan announced on July 1, 2019 to drive substantial improvement in and optimization in the Company's businesses (the “Turnaround Plan”), the Company has and expects to continue to incur restructuring and related costs.

On May 11, 2020, the Company announced an expansion of the Turnaround Plan to further reduce fixed costs, (the

& SUBSIDIARIES

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($ in millions, except per share data)

“Transformation Plan”).

On July 1, 2019, the Company announced a four-year plan to drive substantial improvement in and optimization in the Company's businesses (the “Turnaround Plan”).

This plan was expanded on May 11, 2020 to further reduce fixed costs (the “Transformation Plan”).

Of the expected costs, the Company has incurred cumulative restructuring charges of $ 216.8 related to approved initiatives through June 30, 2023, which have been recorded in Corporate.

Over the next fiscal year, the Company expects to incur approximately $ 8.0 of additional restructuring charges pertaining to the approved actions, primarily related to employee termination benefits, contract terminations and other exit-related costs.

As of June 30, 2023, the Company does not expect to incur any additional restructuring charges pertaining to the Transformation Plan.

The following table presents aggregate restructuring charges for the program:

3 unchanged sentences

Fiscal 2022 ( 6.2 ) — ( 0.3 ) $ ( 6.5 )

Fiscal 2023 ( 6.5 ) — — ( 6.5 )

Cumulative through June 30, 2023 211.9 ( 1.6 ) 6.5 216.8

1 unchanged sentence

Severance and

Benefits Fixed Asset Write-offs Other

Benefits Total

Balance—July 1, 2022 $ 55.2 $ 55.2

2 unchanged sentences

Changes in estimates ( 11.1 ) ( 11.1 )

Non-cash utilization ( 0.8 ) — — ( 0.8 )

Effect of exchange rates ( 0.9 ) ( 0.9 )

7 unchanged sentences

The Company factors a portion of its trade receivables with unrelated third-party factoring companies on both a recourse and non-recourse basis.

The Company maximizes its use of the factoring facility, by factoring additional invoices to replace invoices paid early.

The Company accounts for trade receivable transfers as sales and derecognizes the sold receivables from the Consolidated Balance Sheets.

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Eligible trade receivables are purchased by the financial institution for cash at net invoice value less a factoring fee.

Pursuant to Receivables Purchase Agreement, the Company acts as collections agent for the financial institution and is responsible for the collection, and remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement.

Pursuant to Receivables Purchase Agreement, the Company acts as collections agent for the financial institution and is responsible for the collection, and

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date.

remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement.

For certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date.

The fair value of sold receivables approximated their book value due to their short-term nature.

6 unchanged sentences

In addition to the Company’s main factoring facilities described above, from time to time, certain of the Company’s subsidiaries may enter into local factoring agreements with local financial institutions.

Based on the terms of such arrangements entered into during fiscal 2022, the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets.

Based on the terms of such arrangements entered into during fiscal 2023 and 2022, the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets.

Inventories as of June 30, 2023 and 2022 are presented below:

14 unchanged sentences

Interest rate swap asset 2.8 7.6

Forward Repurchase Contracts Asset 137.6 —

Other 55.4 46.0

17 unchanged sentences

During fiscal 2023, 2022 and 2021, the Company recorded asset impairment charges of $ 4.3 , $ 2.4 and $ 5.2 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2022, 2021 and 2020 impairment charges primarily relate to the abandonment of computer software, the abandonment of machinery and equipment and the abandonment of a retail store and software no longer in use, respectively.

The fiscal 2023, 2022, and 2021 impairment charges primarily relate to the abandonment of distribution equipment and IT software, the abandonment of computer software, and the abandonment of machinery and equipment, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

1 unchanged sentence

The Company tests goodwill and indefinite-lived other intangible assets for impairment at least annually as of May 1, or more frequently, if certain events or circumstances warrant.

During fiscal years 2022, 2021 and 2020, the Company recorded total impairments of goodwill at the Company’s reporting units of nil , nil and $ 105.0 , respectively.

During fiscal years 2022, 2021 and 2020, the Company recorded total impairments on indefinite-lived other intangible assets of $ 31.4 , nil and $ 329.0 , respectively.

During fiscal years 2023, 2022 and 2021, the Company recorded no impairments of goodwill at the Company’s reporting units.

During fiscal years 2023, 2022 and 2021, the Company recorded total impairments on indefinite-lived other intangible assets of nil , $ 31.4 and nil , respectively.

Additionally, the Company recorded no impairments on finite-lived other intangible assets during fiscal years 2023, 2022 or 2021.

In the fourth quarter of fiscal 2022, as a result of the annual impairment test, the Company recorded asset impairment charges of $ 21.3 and $ 10.1 related to the Max Factor and Bourjois trademarks, respectively, that are part of the Consumer Beauty reporting unit.

The principal drivers of the impairments were related to the loss of revenue and impact on profitability as a result of the Company’s decision to exit the Russian market.

Additionally, the current macroeconomic environment resulted in a 150 basis point increase in the discount rate compared to the May 1, 2021 test.

& SUBSIDIARIES

7 unchanged sentences

Changes during the year ended June 30, 2022

Measurement period adjustments 13.9 ( 13.9 ) —

Foreign currency translation ( 163.3 ) ( 40.1 ) ( 203.4 )

22 unchanged sentences

Changes during the year ended June 30, 2022

Impairment charges (a)

( 31.4 ) ( 31.4 )

Foreign currency translation ( 50.7 ) ( 50.7 )

3 unchanged sentences

Changes during the year ended June 30, 2023

Impairment charges (a)

( 31.4 ) ( 31.4 )

Foreign currency translation 14.2 14.2

7 unchanged sentences

June 30, 2022

License and collaboration agreements (a)

License and collaboration agreements

$ 3,861.9 $ ( 1,302.2 ) $ ( 19.6 ) $ 2,540.1

9 unchanged sentences

Total $ 4,905.4 $ ( 2,032.6 ) $ ( 25.6 ) $ 2,847.2

(a) Includes the KKW Collaboration Agreement of $ 180.6 resulting from the KKW Holdings transaction on January 4, 2021 (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures .

Amortization expense totaled $ 191.8 , $ 207.4 and $ 251.2 for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

14 unchanged sentences

Certain brand licenses provide for automatic extensions ranging from 2 to 10 year terms, at the Company’s discretion.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

EQUITY INVESTMENTS

3 unchanged sentences

KKW Holdings (a)

$ 12.6 $ 16.2

Equity investments at fair value:

3 unchanged sentences

(See Note 4—Business Combinations, Asset Acquisitions and Divestitures).

The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence over, but not control, the investee.

The carrying value of the Company’s investment includes basis differences allocated to amortizable intangible assets.

During the years ended June 30, 2023 and 2022, the Company recognized $ 3.7 and $ 3.6 , respectively, representing its share of the investee’s net loss and the amortization of basis differences in Other income, net within the Consolidated Statements of Operations.

(b) On November 30, 2020, the Company completed the previously announced strategic transaction with KKR for the sale of a 60 % stake in Coty’s Wella Business.

As of June 30, 2022 and 2021, the Company's stake in the Wella Company was 25.9 % and 40.0 %, respectively.

On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to an affiliate of KKR, KKR Rainbow Aggregator L.P.

("KKR Aggregator”) in exchange for the redemption of 290,465 shares of KKR Aggregator's Series B Convertible Preferred Stock shares in Coty and a portion of unpaid dividends (the "First Exchange").

On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator in exchange for the redemption of KKR Aggregator's remaining convertible preferred shares in Coty (the "Second Exchange"), reducing the Company’s total shareholding in the Wella Company to 25.9 %.

Refer to Note 23—Equity and Convertible Preferred Stock.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On March 3, 2022, Wella approved an interim distribution to its shareholders.

As part of the transaction, Wella refinanced its third party debt and used $ 210.7 of such funds to make a distribution to the Company, which the Company has accounted for as a return of capital.

In addition, on June 16, 2022, Wella approved an additional distribution to its shareholders.

As part of the transaction, Wella made a distribution of $ 19.9 to the Company, which the Company has accounted for as a return of capital.

In May 2022, the Wella Company divested its Russian operations.

The impact of the divestiture was included for valuation purposes.

The following table presents summarized financial information of the Company’s equity method investees for the years ended June 30, 2022 and 2021 (for the period of the Company’s investment).

(b) On November 30, 2020, the Company completed the strategic transaction with KKR for the sale of a 60 % stake in Coty’s Wella Business.

As of June 30, 2023 and 2022, the Company's stake in the Wella Company was 25.9 %.

The following table presents summarized financial information of the Company’s equity method investees for the years ended June 30, 2023 and 2022.

Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:

1 unchanged sentence

June 30, 2023 Year Ended

June 30, 2021 (a)

June 30, 2022

Net revenues $ 2,477.7 $ 2,505.1

3 unchanged sentences

Net loss ( 76.2 ) ( 171.7 )

(a) As the sale of the Wella Business was completed on November 30, 2020, financial results for the Wella Company for fiscal year 2021 reflect seven months of operations.

Summarized Balance Sheets information:

6 unchanged sentences

Total liabilities 3,747.4 3,511.3

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As of June 30, 2023, the Wella Company had 30.0 million shares of issued common stock and 1,843.2 million shares of issued redeemable preferred stock, of which Coty held 25.9 % of each class of shares.

4 unchanged sentences

Balance as of June 30, 2022 $ 830.0

First Exchange ( 390.6 )

Second Exchange ( 212.7 )

Wella Distribution ( 230.6 )

Total gains/(losses) included in earnings 230.0

2 unchanged sentences

The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company’s investments carried at fair value as of June 30, 2023.

Included in the table are the inputs or range of possible inputs that have an

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

effect on the overall valuation of the financial instruments.

Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.

Fair value Valuation Technique Unobservable input Range

1 unchanged sentence

Growth rate 1.8 % - 9.2 % (a)

Market multiple Revenue multiple 2.0 x (b)

Market multiple Revenue multiple 2.5 x- 3.0 x (b)

EBITDA multiple 12.0 x – 15.0 x (b)

7 unchanged sentences

The market multiples are derived from a group of guideline public companies.

The First Exchange and Second Exchange, as discussed in Note 23—Equity and Convertible Preferred Stock, were also incorporated in the valuation .

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

14 unchanged sentences

Cross currency swap liability 0.5 3.5

Interest rate swap liability — 9.8

Mandatorily redeemable financial interest liability (See Note 21) — 7.1

Other 64.9 65.9

Total accrued expenses and other current liabilities $ 1,042.0 $ 1,097.1

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2023 June 30,

6 unchanged sentences

2021 Coty Revolving Credit Facility due April 2025 228.9 273.6

2021 Coty Revolving Credit Facility due April 2025 273.6 —

2018 Coty Term A Facility due April 2023 — 114.0

2018 Coty Term B Facility due April 2025 1,183.7 1,239.2

2 unchanged sentences

2026 Euro Notes due April 2026 196.0 261.4

2026 Euro Notes due April 2026 261.4 297.6

Brazilian Credit Facilities 42.4 —

Other long-term debt and capital lease obligations 0.1 0.2

Brazilian Credit Facility 31.9 42.4

Other long-term debt and finance lease obligations 7.1 0.1

Total debt 4,281.6 4,498.5

7 unchanged sentences

Total available lines of credit were $ 49.2 and $ 43.1 , of which nil and nil were outstanding at June 30, 2023 and 2022, respectively.

Interest rates on these short-term lines of credit vary depending on market rates for borrowings within the respective geographic locations plus applicable spreads.

Interest rates plus applicable spreads on these lines ranged from 1.2 % to 15.9 % and from 0.4 % to 2.2 % as of June 30, 2022 and 2021, respectively.

The weighted-average interest rate on short-term debt outstanding was 0.0 % and 0.0 % as of June 30, 2022 and 2021, respectively.

In addition, the Company had undrawn letters of credit of $ 14.3 and $ 15.0 and bank guarantees of $ 17.2 and $ 31.2 as of June 30, 2022 and 2021, respectively.

Interest rates on

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

these short-term lines of credit vary depending on market rates for borrowings within the respective geographic locations plus applicable spreads.

Interest rates plus applicable spreads on these lines ranged from 4.8 % to 16.4 % and from 1.2 % to 15.9 % as of June 30, 2023 and 2022, respectively.

The weighted-average interest rate on short-term debt outstanding was 0.0 % and 0.0 % as of June 30, 2023 and 2022, respectively.

In addition, the Company had undrawn letters of credit of $ 7.2 and $ 14.3 and bank guarantees of $ 16.3 and $ 17.2 as of June 30, 2023 and 2022, respectively.

Long-Term Debt

4 unchanged sentences

Debt Discount Repayment Schedule

Fiscal 2023 and 2022

2029 Dollar Senior Secured Notes January 2029 $ 500.0 4.75 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022

1 unchanged sentence

Payable in full at maturity date

2021 Coty Revolving Credit Facility (i)

April 2025 $ 2,000.0 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) (e)

2021 Coty Revolving Credit Facility (f) (g)

April 2025 $ 2,000.0 SOFR (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)

6 unchanged sentences

3.74 % N/A (b)

Payable in full at maturity date

Fiscal 2022 and Fiscal 2021

Repaid in full

2026 Dollar Senior Secured Notes April 2026 $ 900.0 5.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021

3 unchanged sentences

3.875 % N/A (b)

2018 Coty Revolving Credit Facility April 2023 $ — (f)

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 - EUR Portion April 2023 € — (g)

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 (i)

April 2025 $ 759.0 (g)

LIBOR (a) plus a margin of 2.25 % per annum or a base rate plus a margin of 1.25 % per annum (d)

2018 Coty Term B Facility - USD Portion (g)

April 2025 $ 715.5

SOFR (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 (i)

April 2025 € 459.3 (g)

LIBOR (a) plus a margin of 2.50 % per annum (d)

2018 Coty Term B Facility - EUR Portion (g)

April 2025 € 430.6

SOFR (a) plus a margin of 2.50 % per annum (d)

2.50 % 0.25 %

1 unchanged sentence

Payable in full at maturity date

Notes April 2023 € — (h)

4.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Notes April 2026 € 180.3 4.75 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

5 unchanged sentences

As of June 30, 2023 and 2022, the applicable rate on the unused commitment fee was 0.25 % and 0.25 %, respectively.

(f) As a result of the amendments entered into in fiscal 2022, the 2018 Coty Revolving Credit Facility was refinanced and replaced by the 2021 Coty Revolving Credit Facility due April 5, 2025 (as described below).

(g) Except as described below in amendments to the 2018 Coty Credit Agreement (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

(g) As a result of the debt prepayments in fiscal 2022 (as described below), the capacities of the 2018 Coty Term A Facility - EUR portion, and the 2018 Coty Term B Facility - USD portion and - EUR portion permanently decreased from € 95.7 , $ 849.0 and € 514.8 , respectively.

(h) The 2023 Euro Notes were fully redeemed in the fourth quarter of fiscal 2022 (as described below).

(i) Except as described below in amendments to the 2018 Coty Credit Agreement (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities.

Recent Developments

Brazilian Credit Facilities

On April 1, 2022, a wholly-owned subsidiary of the Company entered into two separate agreements that mature in September and October 2023, which established new U.S.

Dollar-denominated credit facilities in Brazil (the “Brazilian Credit Facilities”) in the amounts of $ 10.5 and $ 31.9 , respectively.

Early Bond Redemption

The Company issued a notice of full redemption of the 2023 Euro Notes (as defined below) on February 15, 2022 and redeemed the 2023 Euro Notes on April 15, 2022 in the amount of € 550.0 million (approximately $ 606.4 ).

The Company utilized cash on hand of $ 480.7 and drew down $ 125.7 on the 2021 Coty Revolving Credit Facility (as defined below) for the redemption.

Revolving Credit Facility

On September 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) to permanently reduce the existing 2018 Coty Revolving Credit Facility (as defined below) by $ 700.0 and add a new class of incremental revolving facilities in an aggregate principal amount of $ 700.0 that matures on April 5, 2025 (the "September 2021 Coty Revolving Credit Facility").

On November 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) that established a new class of senior secured revolving credit facility of $ 2,000.0 maturing on April 5, 2025 (the "2021 Coty Revolving Credit Facility"), which refinanced and replaced the 2018 Coty Revolving Credit Facility due April 5, 2023 and the September 2021 Coty Revolving Credit Facility due April 5, 2025 (the "2021 Revolver Refinancing").

Debt Paydowns and Waiver of Reinvestment Balance

In October 2021 and January 2022, the Company completed the sale of certain real estate holdings, and in accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized the proceeds from the sale to pay down a portion of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility (as defined below).

As a result of the October 2021 prepayments, the outstanding principal balances of the 2018 Coty Term A Facility and the U.S.

dollar portion of the 2018 Coty Term B Facility were reduced by € 6.2 million (approximately $ 7.2 ) and $ 91.9 , respectively.

As a result of the January 2022 prepayments, the outstanding principal balances of the euro and U.S.

dollar portions of the 2018 Coty Term B Facility were reduced by € 13.9 million (approximately $ 15.7 ) and $ 22.3 , respectively.

In connection with the November 30, 2021 amendment to the 2018 Coty Credit Agreement, the Company received consent from the participating banks to eliminate the requirements to utilize or repay the Reinvestment Balance (as defined below).

Offering of Senior Secured Notes

Early Paydown of Brazilian Credit Facility

On June 23, 2023, a wholly-owned subsidiary of the Company utilized cash on hand to fully paid down one of the existing U.S.

Dollar-denominated credit facilities in Brazil in the amount of $ 10.5 .

This facility was set to mature in September 2023.

Financing Activities

The Company completed certain financing activities in the first quarter of fiscal 2024, as discussed in Note 28—Subsequent Events.

Senior Secured Notes

On November 30, 2021, the Company issued an aggregate principal amount of $ 500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes").

1 unchanged sentence

In accordance with the 2018 Coty Credit Agreement, as amended, a portion of the gross proceeds received were utilized to pay down the remaining outstanding principal balance of the 2018 Coty Revolving Credit Facility of $ 394.0 and the 2018 Coty Term A Facility of € 89.5 million (approximately $ 100.4 ).

Senior Secured Notes

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

Coty received gross proceeds of € 700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes.

On April 21, 2021, the Company issued an aggregate principal amount of $ 900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes” and, together with the 2026 Euro Senior Secured Notes and 2029 Dollar Senior

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Secured Notes, the “Senior Secured Notes”).

Coty received gross proceeds of $ 900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes.

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

See the above Recent Developments section for the 2029 Dollar Senior Secured Notes offering issued in November 2021.

The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described below.

5 unchanged sentences

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

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

respective indentures) as of such redemption date plus 50 basis points;

over (b) the principal amount of the respective Senior Secured Notes.

5 unchanged sentences

2024 101.250 % 100.969 % N/A

2025 100.000 % 100.000 % 102.375 %

1 unchanged sentence

2027 and thereafter N/A N/A 100.000 %

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2018 Coty Credit Agreement

On April 5, 2018, the Company entered into a new credit agreement (the "2018 Coty Credit Agreement"), which amended and restated the prior Coty credit agreement.

The 2018 Coty Credit Agreement provided for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $ 1,000.0 denominated in U.S.

On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended in June 2019, September 2021 and November 2021.

On March 7, 2023, the Company further amended the 2018 Coty Credit Agreement to effectuate the transition of the underlying variable interest rate from LIBOR to the Secured Overnight Financing Rate ("SOFR").

As amended and restated through March 2023, the 2018 Coty Credit Agreement matures on April 5, 2025 and provides for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $ 1,000.0 denominated in U.S.

dollars and (ii) € 2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $ 1,400.0 denominated in U.S.

1 unchanged sentence

dollars, specified alternative currencies or other currencies freely convertible into U.S.

dollars and readily available in the London interbank market (the “2018 Coty Revolving Credit Facility”) (the 2018 Coty Term A Facility, together with the 2018 Coty Term B Facility and the 2018 Coty Revolving Credit Facility, the “2018 Coty Credit Facilities”).

dollars (the “2021 Coty Revolving Credit Facility”) (as amended through March 2023, the 2018 Coty Term A Facility, together with the 2018 Coty Term B Facility and the 2021 Coty Revolving Credit Facility, the “2018 Coty Credit Facilities”).

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

2 unchanged sentences

The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement.

On June 27, 2019, the Company entered into an amendment (“2019 Amendment”) to the 2018 Coty Credit Agreement.

The 2019 Amendment modified the 2018 Coty Credit Agreement by amending the financial covenants to (i) delay until March 31, 2022 the total net leverage ratio step down from 5.25 to 5.0 (as further described in the Covenants section below), (ii) extend the applicable window for certain cost savings add-backs in the calculation of Adjusted EBITDA for purpose of determining the total net leverage ratio, and (iii) amend the determination of the exchange rate to be used for purposes of calculating “Total Indebtedness” (as defined in the 2018 Coty Credit Agreement) for purposes of the total net leverage ratio, and decreasing the total commitments under the revolving credit facility by $ 500.0 to $ 2,750.0 .

On November 30, 2020, the Company completed the strategic transaction with KKR for the sale of a majority stake in the Wella Business.

As part of the transaction, Coty received initial cash proceeds of $ 2,451.7 for the sale of its 60 % stake in the Wella Business and its pro rata share of Wella's return of capital distribution of $ 448.0 , and retained a 40 % stake in Wella (see Note 4—Business Combinations, Asset Acquisitions and Divestitures).

In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized $ 2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities on a pro rata basis and reserved a maximum of $ 500.0 for reinvestment in the business, as defined in the 2018 Coty Credit Agreement, as amended, ("the Reinvestment Balance").

As a result of the prepayments, the outstanding balances of the 2018 Coty Term A and B Facilities were reduced by $ 1,135.7 and $ 879.8 , respectively.

See the above Recent Developments section for information on the amendments to the 2018 Coty Credit Agreement during fiscal 2022, the prepayments made in October 2021, the Reinvestment Balance waiver and the 2021 Revolver Refinancing.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As previously disclosed, the Company utilized proceeds from certain transactions to pay down portions of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility in November 2020, October 2021 and January 2022.

In December 2022, in connection with the Lacoste license termination, a portion of the termination payment totaling € 52.5 million (approximately $ 55.6 at the time) was advanced to the Company.

In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized a portion of the advance proceeds to pay down € 13.5 million (approximately $ 14.3 ) and $ 21.5 , respectively, of the outstanding balances of the euro and U.S.

dollar portions of the 2018 Term B Facility on December 23, 2022.

In June 2023, in connection with the Lacoste license termination, a portion of the termination payment totaling € 35.3 (approximately $ 38.3 ) was paid to the Company.

In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized a portion of the proceeds to pay down € 6.6 million (approximately $ 7.2 ) and $ 8.0 , respectively, of the outstanding balances of the euro and U.S.

dollar portions of the 2018 Term B Facility on June 30, 2023.

No balances remain outstanding under the 2018 Coty Term A Facility.

Senior Unsecured Notes

4 unchanged sentences

The related guarantees are senior unsecured obligations of each Guarantor and are effectively junior to all existing and future secured indebtedness of such Guarantor to the extent of the value of the collateral securing such indebtedness.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The 2026 Dollar and Euro Notes will mature on April 15, 2026.

2 unchanged sentences

Interest on the 2026 Dollar and Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

See the above Recent Developments section for the early redemption of the 2023 Euro Notes in the fourth quarter of fiscal 2022.

The Company utilized cash on hand of $ 480.7 and drew down $ 125.7 on the 2021 Coty Revolving Credit Facility (as defined below) for the redemption.

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

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

2 unchanged sentences

Optional Redemption

As of June 30, 2022, the Company may at any time redeem some or all of the 2026 Dollar Notes and 2026 Euro Notes, respectively, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

As of June 30, 2023, the Company may at any time redeem some or all of the 2026 Dollar Notes and 2026 Euro Notes, respectively, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

each of the years indicated below:

Year 2026 Dollar Notes 2026 Euro Notes

2023 101.6250 % 101.1875 %

2024 and thereafter 100.0000 % 100.0000 %

Deferred Issuance Costs

For the fiscal years ended June 30, 2022, 2021 and 2020, the Company capitalized deferred financing fees of $ 9.2 , $ 25.4 , and $ 13.4 , respectively.

The Company incurred $ 27.0 , $ 0.0 and $ 0.8 in third-party debt issuance costs during the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were recorded as Other income, net in the Consolidated Statement of Operations.

In fiscal 2022, the Company wrote off $ 4.7 of unamortized deferred financing fees and $ 0.4 of unamortized debt discounts due to the early redemption of the 2023 Euro Notes, the prepayments of the 2018 Coty Term A and B Facilities and the refinancing of the 2018 Coty Revolving Credit Facility.

In fiscal 2021, the Company wrote off $ 21.1 of unamortized deferred financing fees and $ 3.1 of unamortized debt discounts as the prepayments of the 2018 Coty Term A and B Facilities were considered partial extinguishments of debt.

There were no write offs in fiscal 2020.

For the fiscal years ended June 30, 2023, 2022 and 2021, the Company capitalized deferred financing fees of nil , $ 9.2 , and $ 25.4 , respectively.

The Company incurred nil , $ 27.0 and nil in third-party debt issuance costs during the fiscal years ended June 30, 2023, 2022 and 2021, respectively, which were recorded as Other income, net in the Consolidated Statement of Operations.

In fiscal 2023, the Company wrote off unamortized deferred financing fees of $ 0.7 and $ 0.1 of unamortized debt discounts.

In fiscal 2022, the Company wrote off $ 4.7 of unamortized deferred financing fees and $ 0.4 of unamortized debt discounts.

In fiscal 2021, the Company wrote off $ 21.1 of unamortized deferred financing fees and $ 3.1 of unamortized debt discounts.

The write-offs of the unamortized deferred financing fees and unamortized debt discounts are included in Other income, net in the Consolidated Statements of Operations.

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

• 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;

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

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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In the case of the U.S.

dollar portion of the 2018 Coty Term B Facility, the applicable margin means 2.25 % per annum, in the case of LIBOR loans, and 1.25 % per annum, in the case of ABR loans.

dollar portion of the 2018 Coty Term B Facility, the applicable margin means 2.25 % per annum, in the case of SOFR loans, and 1.25 % per annum, in the case of ABR loans.

In the case of the Euro portion of the 2018 Coty Term B Facility, the applicable margin means 2.50 % per annum, in the case of EURIBOR loans.

In no event will LIBOR be deemed to be less than 0.00 % per annum.

In no event will SOFR be deemed to be less than 0.00 % per annum.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Fair Value of Debt

5 unchanged sentences

Senior Unsecured Notes 669.0 661.5 811.4 733.5

Brazilian Credit Facilities 42.4 48.2 — —

Brazilian Credit Facility 31.9 32.2 42.4 48.2

The Company uses the market approach to value its debt instruments.

The Company obtains fair values from independent pricing services or utilizes the USD LIBOR curve to determine the fair value of these debt instruments.

The Company obtains fair values from independent pricing services or utilizes the USD SOFR curve to determine the fair value of these debt instruments.

Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Debt Maturities Schedule

7 unchanged sentences

Quarterly Test Period Ending Total Net Leverage Ratio (a)

June 30, 2022 4.75 to 1.00

September 30, 2022 4.50 to 1.00

December 31, 2022 4.25 to 1.00

March 31, 2023 through April 5, 2025 4.00 to 1.00

June 30, 2023 through April 5, 2025 4.00 to 1.00

(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of:

4 unchanged sentences

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 5 and 25 years.

3 unchanged sentences

None of the Company’s leases restricts the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

Due to the divestiture of the Wella Business, lease assets, liabilities and expenses specific to this business for the fiscal years ended June 30, 2021 and 2020 are excluded from the subsequent tables.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Due to the divestiture of the Wella Business, lease assets, liabilities and expenses specific to this business for the fiscal year ended June 30, 2021 are excluded from the subsequent tables.

The following table provides additional information about the Company’s operating leases for the fiscal years ended June 30, 2023, 2022 and 2021.

12 unchanged sentences

Weighted-average discount rate - real estate leases 4.13 % 3.85 % 3.57 %

During fiscal 2022, 2021 and 2020, the Company recorded asset impairment charges of $ 1.0 , $ 0.6 and $ 7.8 , respectively.

The fiscal 2020 impairment charges are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations and primarily relate to abandonment of a retail store no longer in use.

Future minimum lease payments for the Company’s operating leases as of June 30, 2023 are as follows:

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Income (loss) from continuing operations before income taxes in fiscal 2023, 2022 and 2021 is presented below:

4 unchanged sentences

Total $ 704.8 $ 426.8 $ ( 239.8 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The components of the Company’s total provision (benefit) for income taxes from continuing operations during fiscal 2023, 2022 and 2021 are presented below:

11 unchanged sentences

Provision (benefit) for income taxes on continuing operations $ 181.6 $ 164.8 $ ( 172.0 )

During fiscal 2022, the Company recorded a provision of $ 164.8 primarily due to the limitation on the deductibility of executive stock compensation and tax costs associated with the Russia exit, offset by large fair value gains related to the investment in the Wella business.

During fiscal 2023, the Company recorded a provision of $ 181.6 primarily due to the limitation on the deductibility of executive stock compensation, offset by fair value gains related to the investment in the Wella business at a lower rate.

During fiscal 2021, the Company recorded a benefit of $ 234.4 as a result of a tax rate differential on the deferred taxes recognized on the transfer of assets and liabilities, following the Company’s relocation of the main principal location from Geneva to Amsterdam.

1 unchanged sentence

The Company also recorded an expense of $ 130.0 related to an internal restructuring following the Wella divestiture, primarily intended to create a more efficient structure to hold its equity investment in Wella.

During fiscal 2020, the Company recorded a benefit of $ 105.7 for the capital loss generated as a result of the disposition of its investment in Younique.

& SUBSIDIARIES

13 unchanged sentences

Non-deductible executive stock compensation 27.7 37.1 —

Currency Loss ( 13.6 ) ( 0.2 ) —

Dispositions of business assets — 12.7 —

Russia exit ( 7.0 ) 24.1 —

Goodwill impairment — — 26.1

Principal relocation — — ( 234.4 )

Post-divestiture restructuring — — 130.0

Gain on sale of business adjustment — — ( 132.1 )

Other ( 4.0 ) 20.3 14.7

1 unchanged sentence

Effective income tax rate 25.8 % 38.6 % 71.7 %

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Significant components of deferred income tax assets and liabilities as of June 30, 2023 and 2022 are presented below:

23 unchanged sentences

Net deferred income tax (liability) asset $ ( 69.9 ) $ ( 17.2 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The expirations of tax loss carry forwards, amounting to $ 686.9 as of June 30, 2023, in each of the fiscal years ending June 30, are presented below:

7 unchanged sentences

The total valuation allowances recorded are $ 60.7 and $ 41.7 as of June 30, 2023 and 2022, respectively.

In fiscal 2022, the change in the valuation allowance was primarily due to a valuation allowance recorded in the current period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In fiscal 2023, the change in the valuation allowance was primarily due to an increase in valuation allowance on certain state and foreign net operating losses.

A reconciliation of the beginning and ending amount of UTBs is presented below:

12 unchanged sentences

The Company accrued interest of $ 7.8 , $ 4.2 and $ 0.8 , respectively, in fiscal 2023, 2022 and 2021.

The Company accrued no penalties in fiscal 2022 and fiscal 2020, but released penalties of $ 0.5 in fiscal 2021.

The Company accrued immaterial penalties in fiscal 2023 and no penalties in fiscal 2022, and released penalties of $ 0.5 in fiscal 2021.

The total gross accrued interest and penalties recorded in the Other noncurrent liabilities in the Consolidated Balance Sheets related to UTBs as of June 30, 2023 and 2022 is $ 33.1 and $ 26.4 , respectively.

10 unchanged sentences

However, the Company believes it has adequately provided for its UTBs for all open tax years in each tax jurisdiction.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

INTEREST EXPENSE, NET

3 unchanged sentences

Interest expense $ 261.1 $ 241.2 $ 231.8

Foreign exchange (gains) losses, net of derivative contracts ( 10.0 ) 6.8 14.8

Foreign exchange losses (gains), net of derivative contracts 12.2 ( 10.0 ) 6.8

Interest income ( 15.4 ) ( 7.2 ) ( 3.5 )

6 unchanged sentences

In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During fiscal 2023, 2022 and 2021, the defined contribution expense for Coty Inc.

8 unchanged sentences

Settlements and Curtailments for Pension Plans

As part of the Turnaround Plan, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s non-U.S.

As part of the Transformation Plan, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s non-U.S.

pension plans.

As a result, the Company recognized curtailment gains of $ 0.7 , $ 1.3 and $ 6.9 during the years ended June 30, 2023, 2022 and 2021, respectively.

Additionally, the Company recognized settlement losses of $ 1.8 and $ 3.8 , of which $ 1.4 and $ 2.3 were related to restructuring actions during the years ended June 30 2022 and June 30, 2021, respectively.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other expense, net in the Consolidated Statements of Operations.

Additionally, the Company recognized settlement losses of $ 0.2 , $ 1.8 , and $ 3.8 , of which $ 0.0 , $ 1.4 , and $ 2.3 were related to restructuring actions during the years ended June 30 2023, 2022 and 2021, respectively.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other income, net in the Consolidated Statements of Operations.

Plan Amendments for Pension Plans - There were no Plan amendments as of June 30, 2023.

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In addition, the Company has a supplemental retirement plan and a termination benefit plan for selected salaried employees.

Settlements and Curtailments for OPEB Plans - As part of the Turnaround Plan, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s U.S.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other income, net in the Consolidated Statements of Operations.

All of the disclosures below include amounts related to discontinued operations through November 30, 2020, except when otherwise noted.

15 unchanged sentences

Pension curtailment — — ( 0.7 ) ( 1.6 ) — — ( 0.7 ) ( 1.6 )

Acquisitions/Divestitures — — — ( 303.4 ) — ( 0.6 ) — ( 304.0 )

— — 16.2 — — — 16.2 —

Pension settlement — — ( 4.2 ) ( 39.3 ) — — ( 4.2 ) ( 39.3 )

Actuarial loss (gain) ( 0.8 ) ( 2.8 ) ( 16.6 ) ( 86.8 ) ( 3.3 ) ( 10.9 ) ( 20.7 ) ( 100.5 )

Plan combinations — — — — — — — —

Effect of exchange rates — — 14.4 ( 49.6 ) ( 0.1 ) ( 0.1 ) 14.3 ( 49.7 )

9 unchanged sentences

Plan settlements — — ( 4.2 ) ( 39.1 ) — — ( 4.2 ) ( 39.1 )

Acquisitions/Divestitures — — — ( 148.6 ) — ( 0.4 ) — ( 149.0 )

— — 16.2 — — — 16.2 —

Effect of exchange rates — — 5.1 ( 12.7 ) — — 5.1 ( 12.7 )

1 unchanged sentence

Funded status—June 30 $ ( 13.0 ) $ ( 14.5 ) $ ( 234.7 ) $ ( 242.2 ) $ ( 35.9 ) $ ( 38.8 ) $ ( 283.6 ) $ ( 295.5 )

With respect to the Company’s pension plans and other post-employment benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets as of June 30, 2022 and 2021, are presented below (this table excludes discontinued operations):

(a) In connection with the P&G Beauty business acquisition in 2016, the Company assumed certain international pension and OPEB obligations and assets (the “P&G plans”).

At that time, the P&G plans had an active legal dispute that has been resolved during fiscal 2023, resulting in $ 16.2 of additional assets being paid to the Coty plans.

The projected benefit obligation has also increased $ 16.2 to reflect the liability to distribute these funds to the employees who were originally in the P&G plans.

We expect that most of these assets will be paid out in fiscal 2024.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

With respect to the Company’s pension plans and other post-employment benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets as of June 30, 2023 and 2022, are presented below:

Pension Plans Other Post-Employment Benefits Total

7 unchanged sentences

Net amount recognized $ ( 11.6 ) $ ( 11.0 ) $ ( 178.6 ) $ ( 202.4 ) $ ( 17.4 ) $ ( 21.2 ) $ ( 207.6 ) $ ( 234.6 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The projected benefit obligation actuarial gain of $ 89.6 for the fiscal year ended June 30, 2022 was primarily driven by a significant increase in discount rates since fiscal year ended June 30, 2021.

The projected benefit obligation actuarial gain of $ 17.4 for the fiscal year ended June 30, 2023 was primarily driven by increases in discount rates offset by an increase in inflation since the fiscal year ended June 30, 2022.

The actuarial gain in the projected benefit obligation was partially offset by an asset loss of $ 1.9 as a result of worse than expected asset performance.

For the fiscal year ended June 30, 2022, the projected benefit obligation actuarial gain of $ 89.6 was primarily driven by a significant increase in discount rates since June 30, 2021.

The actuarial gain in the projected benefit obligation was partially offset by the asset loss of $ 16.0 as a result of worse than expected asset performance, particularly in Switzerland and Germany.

For the fiscal year ended June 30, 2021, the projected benefit obligation actuarial loss of $ 35.9 was primarily driven by a decrease in discount rates since June 30, 2020.

The actuarial loss was the cumulative impact of the decrease in discount rates at (i) the remeasurement as of November 30, 2020 due to the Wella divestiture and (ii) the measurement as of fiscal year ended June 30, 2021.

The actuarial loss in the projected benefit obligation was partially offset by the asset gain of $ 18.3 as a result of better than expected asset performance, particularly in Germany.

During fiscal 2023 the retiree medical and life insurance plan experienced a gain on the liability of $ 3.3 primarily driven by the increase in the discount rate.

Retirees waiving medical coverage and changes in the pre-65 medical claim costs also contributed to the gain, which was slightly offset by increases in the medical trend assumption.

During fiscal 2022 the retiree medical and life insurance plan experienced a gain on the liability of $ 10.9 primarily driven by the increase in the discount rate.

Retirees waiving medical coverage, updated medical trend, and a change in the plan participation assumption for active participants to 50% HSA and 50% OAP also contributed to the gain.

The gain was slightly offset due to updated claims and mortality assumption changes.

During fiscal 2021 the retiree medical and life insurance plan experienced a gain on the liability of $ 2.8 primarily due to retirees waiving medical coverage this year that had coverage last year, and updated claims, mortality and discount rate assumptions.

The gain was slightly offset due to updated medical trend assumptions .

The accumulated benefit obligation for the U.S.

9 unchanged sentences

Fair value of plan assets — — 106.2 85.3 — — 106.2 85.3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Net Periodic Benefit Cost

14 unchanged sentences

Net periodic benefit costs include amounts related to discontinued operations of $ 0.0 , $ 0.0 , and $ 6.2 for the years ended June 30, 2023, 2022 and 2021, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Pre-tax amounts recognized in AOC(L)/I, which have not yet been recognized as a component of net periodic benefit cost are presented below:

15 unchanged sentences

Total recognized in OCI/(L) $ ( 2.1 ) $ 3.2 $ 16.2 $ 71.0 $ 0.9 $ 9.9 $ 15.0 $ 84.1

Changes in plan assets and benefit obligations recognized in OCI/(L) excludes $( 19.2 ) of discontinued operations for the year ended June 30, 2021.

Pension and Other Post-Employment Benefit Assumptions

102 unchanged sentences

DERIVATIVE INSTRUMENTS

Foreign Exchange Risk Management

Foreign Exchange Risk

The Company is exposed to foreign currency exchange fluctuations through its global operations.

4 unchanged sentences

The related loss from this termination is included in AOCI/(L) until the sale or substantial liquidation of the underlying investments.

On November 30, 2020, the Company completed the previously announced strategic transaction with KKR for the sale of a majority stake in the Wella Business.

As part of the transaction, on December 1, 2020, the Company entered into a novation agreement with Wella to assign all of its existing foreign exchange forward contracts and related obligation executed by the Company in connection with the Wella Business.

As of June 30, 2023 and 2022, the notional amounts of the outstanding forward foreign exchange contracts designated as cash flow hedges were $ 28.0 and $ 30.0 , respectively.

2 unchanged sentences

For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Consolidated Statements of Operations to which the derivative relates.

As of June 30, 2022

As of June 30, 2023 and 2022, the notional amounts of these outstanding non-designated foreign currency forward and cross currency forward contracts were $ 1,653.5 and $ 2,403.8 , respectively.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

and 2021, the notional amounts of these outstanding non-designated foreign currency forward and cross currency forward contracts were $ 2,403.8 and $ 816.7 , respectively.

Interest Rate Risk

8 unchanged sentences

As of June 30, 2023 and 2022, the Company had interest rate swap contracts designated as effective hedges in the notional amounts of $ 200.0 and $ 800.0 , respectively.

These interest rate swaps are designated and qualify as cash flow hedges.

These interest rate swaps are designated and qualify as cash flow hedges and were highly effective.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.

As a result of the prepayments of the 2018 Coty Term A and B Facilities, as described in Note 15—Debt, and implementation of the foreign exchange forward contracts, foreign currency denominated borrowings designated as net investment hedges decreased from nominal exposures of € 1,809.5 million as of June 30, 2021 to € 289.0 million as of June 30, 2022.

As of June 30, 2023 and 2022, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were € 701.3 million and € 289.0 million, respectively.

The designated hedge amounts were considered highly effective.

Forward Repurchase Contracts

In June 2022, the Company entered into certain forward repurchase contracts to start hedging for a potential $ 200.0 share buyback program in 2024.

In June and December 2022, the Company entered into certain forward repurchase contracts to start hedging for two potential $ 200.0 and $ 196.0 share buyback programs, in 2024 and 2025, respectively.

These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Net income (loss) in the Consolidated Statements of Operations.

1 unchanged sentence

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

The accumulated gain on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $ 41.7 and $ 5.4 as of June 30, 2022 and 2021, respectively.

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

The accumulated loss on cross currency swaps designated as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 37.6 ) as of June 30, 2023 and 2022.

6 unchanged sentences

Net investment hedges ( 53.9 ) 36.3 ( 256.5 )

The accumulated gain (loss) on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $ 4.3 and $( 15.5 ) as of June 30, 2022 and 2021, respectively.

The accumulated gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $ 0.7 and $ 4.3 as of June 30, 2023 and 2022, respectively.

The estimated net gain related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $ 0.2 .

24 unchanged sentences

The final purchase price of $ 7.1 was paid in July 2021.

Prior to the cash purchase of the remaining noncontrolling interest, the noncontrolling interest balance was recorded as a mandatorily redeemable financial instrument (“MRFI”) liability.

As of June 30, 2022 and 2021, the liability amounted to $ 0.0 and $ 7.1 , respectively.

Southeast Asian subsidiary

On May 23, 2017, the Company entered into the Sale of Shares and Termination Deed, as amended (the “Termination Agreement”) to purchase the remaining 49 % noncontrolling interest from the noncontrolling interest holder of a certain Southeast Asian subsidiary for a purchase price of $ 45.0 .

In July 2019, the Company purchased the remaining 49 % noncontrolling interest of a certain Southeast Asian subsidiary from the noncontrolling interest holder for $ 45.0 , pursuant to a Sale of Shares and Termination Deed, as amended.

The termination was effective on June 30, 2019 and immediately prior to the cash purchase of the remaining noncontrolling interest, the noncontrolling interest balance was recorded as a MRFI liability.

REDEEMABLE NONCONTROLLING INTERESTS

As of June 30, 2022, the redeemable noncontrolling interests (“RNCI”) consist of interests in a consolidated subsidiary in the Middle East.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On September 16, 2019, the Company completed the sale of all of its membership interest in Foundation, which held the net assets of Younique.

On the date of this transaction, the Younique membership holders had a 40.7 % membership interest in Foundation.

See Note 4—Business Combinations, Asset Acquisitions and Divestitures.

As a result of the Company’s sale of its membership interest in Foundation, RNCI of $ 360.4 was derecognized as of the date of sale.

Subsidiary in the Middle East

As of June 30, 2022, the noncontrolling interest holder in the Company’s subsidiary in the Middle East (“Middle East Subsidiary”) had a 25 % ownership share.

As of June 30, 2023, the redeemable noncontrolling interests (“RNCI”) consist of interests in a consolidated subsidiary in the Middle East (“Middle East Subsidiary”).

The noncontrolling interest holder in the Company’s Middle East Subsidiary had a 25 % ownership share.

The Company has the ability to exercise the Call right for the remaining noncontrolling interest of 25 % on December 31, 2028, with such transaction to close on December 31, 2029.

3 unchanged sentences

The Company adjusts the redeemable noncontrolling interest to the redemption values at the end of each reporting period with changes recognized as adjustments to APIC.

The Company recognized $ 69.8 and $ 84.1 as the redeemable noncontrolling interest balances as of June 30, 2022 and 2021, respectively.

The Company recognized $ 93.5 and $ 69.8

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

as the redeemable noncontrolling interest balances as of June 30, 2023 and 2022, respectively.

Percentage of redeemable noncontrolling interest 25 %

7 unchanged sentences

As of June 30, 2023, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 852.8 million.

In the fiscal years ended June 30, 2022, 2021, and 2020, the Company issued 3.3 , 1.7 , and 1.4 million shares of its Class A Common Stock, respectively, and received nil , nil , and $ 2.7 , in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards.

In the fiscal years ended June 30, 2022, 2021, and 2020, the Company issued 69.9 , 0.0 , and 0.0 million shares of its Class A Common Stock, respectively, as a result of conversions of Series B Preferred Stock.

During the fiscal year ended June 30, 2021, the Company reacquired 0.8 million of the 1.4 million shares of Class A Common Stock issued the grant of restricted stock awards during the year ended June 30, 2020.

In the fiscal years ended June 30, 2023, 2022, and 2021, the Company issued 13.8 , 3.3 , and 1.7 million shares of its Class A Common Stock, respectively, and received $ 0.9 , nil , and nil in cash, in connection with the exercise of employee stock options and settlement of RSUs.

During the fiscal year ended June 30, 2022, the Company issued 69.9 million shares of its Class A Common Stock as a result of conversions of Series B Preferred Stock.

During the fiscal year ended June 30, 2021, the Company reacquired 0.8 million of the 1.4 million shares of Class A Common Stock issued for the restricted stock awards granted during the year ended June 30, 2020.

Of the 0.8 million shares of Class A Common Stock reacquired, 0.1 million were withheld for employee taxes due on vested restricted stock awards and 0.7 million were for restricted stock awards forfeited during the year ended, June 30, 2021.

During the fiscal years ended June 30, 2022, 2021 and 2020, Cottage Holdco B.V.

(“Cottage”), a wholly-owned subsidiary of JAB Cosmetics B.V.

During the fiscal years ended June 30, 2023, 2022 and 2021, JAB Beauty B.V.

(formerly known as Cottage Holdco B.V.), a wholly-owned subsidiary of JAB Cosmetics B.V.

(“JABC”), and JABC acquired 0.0 , 0.0 and 0.3 million shares, respectively, of Class A Common Stock in the open market.

During the year ended June 30, 2020, JABC acquired 3.3 million shares of Class A Common Stock from the Company’s former CEO and elected to receive 7.3 million shares of Class A Common Stock, under the Company’s dividend reinvestment program.

The Company did not receive any proceeds from these stock purchases conducted by Cottage or JABC.

As of June 30, 2022, the Company’s largest stockholder was Cottage Holdco B.V., which owned approximately 54 % of Coty’s outstanding Class A Common Stock.

Cottage Holdco B.V., a wholly-owned subsidiary of JAB Cosmetics B.V.

As of June 30, 2023, the Company’s largest stockholder was JAB Beauty B.V., which owned approximately 53 % of Coty’s outstanding Class A Common Stock.

JAB Beauty B.V., a wholly-owned subsidiary of JAB Cosmetics B.V.

(“JABC”), is indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V.

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021.

On October 29, 2021,

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cottage Holdco B.V.

On October 29, 2021, JAB Beauty B.V.

completed the transfer of 10.0 million shares of Common Stock to Ms.

6 unchanged sentences

Series A Preferred Stock and Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.

On March 27, 2020, the Company reacquired, retired and cancelled 7.9 million shares of its Series A-1 Preferred Stock, reducing the total authorized number of shares of Series A-1 Preferred Stock from 7.9 million to zero shares.

The Series A and Series A-1 Preferred Stock were issued to executive officers and directors under subscription agreements.

4 unchanged sentences

To the extent the Company controls whether such shares will be settled in cash or equity and intends to settle the grant in equity, the grant is treated as an equity grant, otherwise the grant is treated as a liability grant.

The following table summarizes the key terms of each outstanding issuance of Series A Preferred Stock:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The following table summarizes the key terms of the outstanding issuance of Series A Preferred Stock:

Issuance Date Type Number of Shares Awarded at Grant Date (millions of shares) Number of Shares Outstanding (millions of shares) Hurdle Price per Share

February 16, 2017 (a)

Series A 0.5 0.3 $ 22.66

March 27, 2017 (a) (b)

Series A 1.0 1.0 $ 22.39

November 16, 2017 (a)

Series A 1.0 0.2 $ 19.85

(a) If the holder does not exchange the vested Series A Preferred Stock by a specified expiration date, the Company must automatically exchange the Series A Preferred Stock into cash or shares, at election of the Company.

4 unchanged sentences

Therefore, the award is classified as a liability as of June 30, 2023.

An (income) expense of $( 0.2 ), $ 0.8 and $( 1.9 ) was recorded during fiscal 2022, 2021 and 2020, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2022, total issued and outstanding shares of Series A and Series A-1 Preferred Stock are 1.5 million and nil , respectively.

Of the 1.5 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017 and 0.5 million shares were forfeited but remain outstanding pending cancellation.

As of June 30, 2022, the Company classified nil Series A and Series A-1 Preferred Stock as equity and $ 0.7 as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

An expense (income) of $ 0.2 , $( 0.2 ) and $ 0.8 was recorded during fiscal 2023, 2022 and 2021, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2023, total issued and outstanding shares of Series A Preferred Stock is 1.0 million, which vested on March 27, 2017.

As of June 30, 2023, the Company classified $ 0.8 of Series A Preferred Stock as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

Convertible Series B Preferred Stock

On May 11, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with KKR Aggregator (the “Investor”), relating to the issuance and sale by the Company to the Investor of up to 1,000,000 shares of the Company’s new Convertible Series B Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $ 1,000.0 , or $ 1,000 per share (the “Issuance”).

The Issuance was proposed to be issued in two tranches:

(i) an initial issuance of 750,000 shares of Series B Preferred Stock (the “Initial Issuance”) and (ii) a subsequent issuance of 250,000 shares of Series B Preferred Stock (the “Second Issuance”), which was subject to the execution and delivery of a definitive purchase agreement between the Company and the Investor or certain of its affiliates in respect of the Wella Business.

On May 26, 2020 (the “Closing Date”), the Company and the Investor completed the issuance and sale of 750,000 shares of the Company’s Series B Preferred Stock for an aggregate purchase price of $ 750.0 .

In connection with the issuance of the Series B Preferred Stock, the Company incurred direct and incremental expenses of $ 40.7 , comprised of transaction fees, and financial advisory and legal expenses, which reduced the carrying value of the Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year.

On July 31, 2020, the Company completed the previously announced issuance and sale of 250,000 shares of the Company’s Series B Preferred Stock to the Investor for an aggregate purchase price of $ 250.0 .

On June 3, 2021, the Board of Directors declared and paid a dividend on Series B Preferred Stock, totaling $ 24.2 , for the quarter ended June 30, 2021.

On September 10, 2021, KKR Aggregator converted 285,576 shares of Series B Preferred Stock, and $ 26.4 of unpaid dividends into 50,000,088 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed the public secondary offering of 50,000,088 shares of Class A common stock.

The Company did not receive any proceeds from the sale of the shares of Class A Common Stock by KKR Aggregator.

As a result of the conversion, the Company measured the accrued dividends at fair value, which resulted in an increase of $ 6.7 .

Such adjustment is considered a deemed dividend for purposes of calculating basic and diluted EPS.

On September 30, 2021, the Company entered into a definitive agreement to sell a 9.4 % stake in Wella to KKR Aggregator in exchange for the redemption of 290,465 shares of Series B Preferred Stock and $ 22.5 of unpaid dividends, as previously defined as the First Exchange.

As a result, the Series B Preferred Stock, net of issuance costs, and related accrued dividends were reclassified from temporary equity to a liability as Mandatorily redeemable Convertible Series B Preferred Stock as of September 30, 2021.

Upon reclassification, the Company measured the Series B Preferred Stock and accrued dividends at fair value, which resulted in an increase of $ 93.6 .

The excess in fair value is considered a deemed dividend for purposes of calculating basic and diluted EPS.

The First Exchange was completed on October 20, 2021.

Upon closing, the Company re-measured the Series B Preferred Stock and accrued dividends at fair value, which resulted in a decrease of $ 6.5 .

Such adjustment is considered a gain on extinguishment and is included in Other (income) expense, net in the Consolidated Statements of Operations.

A key input in determining the fair value of the liability was based on the Company's share price as of the measurement date.

As this liability is not actively traded, it is classified as a Level 2 fair value measurements.

Upon closing of the First Exchange, the Company recognized a non-monetary loss of $ 2.9 and is included in Other income, net in the Consolidated Statements of Operations.

See Note 13—Equity Investments for additional information.

On November 10, 2021, KKR Aggregator converted 123,219 shares of Series B Preferred Stock, and $ 1.2 of unpaid dividends into 19,944,701 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed a sale of 19,944,701 shares of Class A common stock.

The Company did no t receive any proceeds from the sale of the shares of Class A Common Stock by KKR Aggregator.

As a result of the conversion, the Company measured the accrued dividends at fair value, which resulted in an increase of $ 0.8 .

Such adjustment is considered a deemed dividend for purposes of calculating basic and diluted EPS.

On November 6, 2021, the Company entered into a definitive agreement to sell an additional 4.7 % stake in Wella to KKR Aggregator in exchange for the redemption or conversion of 154,683 shares of Series B Preferred Stock, as previously defined as the Second Exchange.

The Second Exchange closed on November 30, 2021.

Upon closing, the Company recognized $ 66.4 in excess of the fair value of the consideration transferred in exchange for the redemption of the Series B Preferred Stock.

The excess in fair value is considered a deemed dividend for purposes of calculating basic and diluted EPS.

As of December 31, 2021, KKR has fully redeemed/exchanged all of their Series B Preferred Stock.

See Note 13—Equity Investments for additional information.

In October 2021, the Company paid the remaining accrued dividends on the Series B Preferred Stock that were outstanding as of June 30, 2021, totaling $ 25.1 .

As a result, $ 4.4 of previously recorded fair value adjustments for unpaid dividends were reversed through additional paid-in capital (“APIC”) and was considered a deemed contribution.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On May 11, 2020, the Company entered into an Investment Agreement with KKR Aggregator, relating to the issuance and sale by the Company to KKR Aggregator of up to 1,000,000 shares of the Company’s new Convertible Series B Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $ 1,000.0 , or $ 1,000 per share (the “Issuance”).

The Company completed the issuances and sales of the Series B Preferred Stock on May 26, 2020 and July 31, 2020.

On November 16, 2020, KKR Aggregator and affiliated investment funds agreed to sell 146,057 shares of Series B Preferred Stock, to HFS Holdings S.à r.l, that is beneficially owned by Peter Harf, a director of the Company.

The transaction closed on August 27, 2021.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, KKR has fully redeemed/exchanged all of their Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year.

During the three months ended June 30, 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $ 3.3 , which was paid on July 1, 2022.

Additionally, on April 1, 2022 the Company paid previously accrued dividends that were outstanding as of March 31, 2022, totaling $ 3.3 .

During the twelve months ended June 30, 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $ 35.2 of which $ 30.7 was paid and $ 1.2 was converted as part of the November 10, 2021 conversion.

As of June 30, 2022 and June 30, 2021, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 and $ 74.1 , respectively.

During the twelve months ended June 30, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $ 13.2 and $ 35.2 , paid accrued dividends of $ 13.2 and $ 55.8 and converted/exchanged dividends of $ 0.0 and $ 50.1 , respectively.

As of June 30, 2023, 2022 and 2021, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 , $ 3.3 and $ 74.1 , respectively.

Dividend Rights and Liquidation Preferences.

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Redemption Features.

At any time following the fifth anniversary of the Closing Date, the Company may redeem some or all of the Series B Preferred Stock for a per share amount in cash equal to (i) the sum of (x) 100 % of the liquidation preference plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 107 % if the redemption occurs at any time after the fifth anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date, (B) 105 % if the redemption occurs at any time after the sixth anniversary of the Closing Date and prior to the seventh anniversary of the Closing Date, and (C) 100 % if the redemption occurs at any time after the seventh anniversary of the Closing Date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date, (B) 105 % if the redemption occurs at any time after the sixth anniversary of the Closing Date and prior to the seventh anniversary of the Closing Date, and (C) 100 % if the redemption occurs at any time after the seventh anniversary of the Closing Date.

Voting rights.

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No dividends on Common Stock were declared for the year ended June 30, 2023.

During fiscal 2020, prior to the Board’s decision to suspend the payment of dividends, the Company maintained a Stock Dividend Reinvestment Program and had registered a total of 19.3 million shares of Class A Common Stock for purchase under the program.

All holders of records of Class A Common Stock had the opportunity to participate in the program;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

elected to participate in the program, fifty percent ( 50 %) of their cash dividends were reinvested in additional shares of Class A Common Stock.

The following dividends were declared during fiscal year 2020:

Declaration Date Dividend Type Dividend Per Share Holders of Record Date Dividend Value Dividend Payment Date Dividends Settled in Cash Dividends Settled in Stock (a)

Dividends Payable (b)

2019 Quarterly $ 0.125 September 9, 2019 $ 95.3 September 30, 2019 $ 63.3 $ 30.9 $ 1.1

November 6, 2019 Quarterly 0.125 November 18, 2019 96.1 December 27, 2019 65.5 29.3 1.3

February 5, 2020 Quarterly 0.125 February 18, 2020 96.3 March 27,

2020 66.4 28.7 1.2

Fiscal 2020 $ 0.375 $ 287.7 $ 195.2 $ 88.9 $ 3.6

(a) The September 30, 2019, December 27, 2019 and March 27, 2020 stock dividend payments of $ 30.9 , $ 29.3 and $ 28.7 resulted in the issuances of 3.2 million, 2.4 million and 2.4 million shares of Class A Common Stock, respectively.

(b) The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date.

Dividends payable are recorded as Accrued expense and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheet.

Total dividends in cash and other recorded to additional paid-in capital (“APIC”) in the Consolidated Balance Sheet as of June 30, 2022 was $( 0.8 ) which represents dividends no longer expected to vest as a result of forfeitures of outstanding RSUs.

In addition to the activity noted above, the Company made a payment of $ 1.4 for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2022.

Thus, total dividends settled in cash during the twelve months ended June 30, 2022 was $ 1.4 .

Total accrued dividends on unvested RSUs and phantom units of $ 1.4 and $ 0.5 , and $ 2.4 and $ 1.7 are included in Accrued expenses and other current liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets as of June 30, 2022 and 2021, respectively.

Total dividends in cash and other recorded to additional paid-in capital (“APIC”) in the Consolidated Balance Sheet as of June 30, 2023 and 2022 was $ 0.1 and $ 0.8 , respectively, which represents dividends no longer expected to vest as a result of forfeitures of outstanding RSUs.

In addition to the activity noted above, the Company made payments of $ 0.7 , of which $ 0.2 relates to tax, and $ 1.4 , respectively, for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2023 and 2022.

Total accrued dividends on unvested RSUs and phantom units included in Accrued expenses and other current liabilities are $ 1.0 and $ 1.4 as of June 30, 2023 and 2022, respectively.

In addition, accrued dividends of $ 0.1 and $ 0.5 are included in Other noncurrent liabilities as of June 30, 2023 and 2022, respectively.

Accumulated Other Comprehensive (Loss) Income

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Ending balance at June 30, 2023 $ 0.7 $ ( 49.8 ) $ ( 667.9 ) $ 54.6 $ ( 662.4 )

(a) Amortization of actuarial gains of $ 1.6 and $ 0.9 , net of taxes of $ 0.2 and $ 0.3 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2022 and 2021, respectively (see Note 19—Employee Benefit Plans).

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($ in millions, except per share data)

(a) Amortization of actuarial gains of $ 6.1 and $ 1.6 , net of taxes of $ 1.5 and $ 0.2 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2023 and 2022, respectively (see Note 19—Employee Benefit Plans).

Treasury Stock - Share Repurchase Program

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There were no share repurchase activities during the years ended June 30, 2023, 2022 and 2021 under the Incremental Repurchase Program.

In June 2022, the Company entered into forward repurchase contracts (the “Forward” and together the “Forwards”) with three large financial institutions (“Counterparties”) to start hedging for a potential $ 200.0 share buyback program in 2024.

In connection with the Forward transactions, the Company incurred certain execution fees of $ 2.0 , which was recognized as a premium to the forward price recorded at inception and amortized ratably over the contract period.

As part of the Forward agreements, the Company will pay interest on the outstanding underlying notional amount of the Forwards held by the Counterparties during the contract period.

In June and December 2022, the Company entered into forward repurchase contracts (the “Forward” and together the “Forwards”) with three large financial institutions (“Counterparties”) to start hedging for potential $ 200.0 and $ 196.0 share buyback programs in 2024 and 2025, respectively.

In connection with the June and December 2022 Forward transactions, the Company incurred certain execution fees of $ 2.0 and $ 2.0 , respectively, which were recognized as a premium to the forward price recorded at inception and amortized ratably over the contract periods.

As part of the Forward agreements, the Company will pay interest on the outstanding underlying notional amount of the Forwards held by the Counterparties during the contract periods.

The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread.

The weighted average interest rate plus applicable spread was 6.4 % as of June 30, 2022.

The Forward agreements with two of the Counterparties, which purchased approximately 13.7 million and 3.8 million shares of the Company’s Class A Common Stock in June 2022, respectively, require the Company to:

(i) repurchase the shares on or before June 6, 2024 at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”);

The weighted average interest rate plus applicable spread for the June and December 2022 Forward transactions were 8.2 % and 9.2 %, respectively, as of June 30, 2023.

As part of the June 2022 Forward transaction, two of the Counterparties purchased approximately 27.0 million shares of the Company’s Class A Common Stock.

In addition, as part of the December 2022 Forward transaction, these two Counterparties purchased approximately 11.0 million shares of the Company’s Class A Common Stock.

The June and December 2022 Forward agreements require the Company to:

(i) repurchase the shares on or before June 6, 2024 and December 15, 2024, respectively, at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”);

or (ii) at the Company’s option, pay or receive the difference between the Final Price, defined as the weighted average of the daily VWAP during the unwind period as defined in the agreement, and Initial Price of the Forwards.

Simultaneously, the remaining Counterparty purchased approximately 7.1 million shares of the Company’s Class A Common Stock during June 2022.

This Forward requires the Company to pay or receive the difference between the Final Price and Initial Price established at inception of the Forward on or before June 6, 2024.

As part of the December 2022 Forward transaction, the remaining Counterparty purchased approximately 11.5 million shares of the Company’s Class A Common Stock.

This Forward requires the Company to pay or receive the difference between the Final Price and Initial Price established at inception of the Forward on or before January 15, 2025.

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

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

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

The fair values of the Company’s Forwards were $ 219.8 and $ 24.5 as of June 30, 2023 and 2022, respectively.

The Forwards are valued principally based on the change in the quoted market price of the Company’s common stock price between the inception date and the end of the period.

We classify these instruments as Level 2.

SHARE-BASED COMPENSATION PLANS

The Company has various share-based compensation programs (the “the Compensation Plans”) under which awards, including non-qualified stock options, Series A and Series A-1 Preferred Stock, RSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased.

As of June 30, 2022, up to 74.1 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans, of which 40.1 million shares were available.

The Company has various share-based compensation programs (the “the Compensation Plans”) under which awards, including non-qualified stock options, Series A and Series A-1 Preferred Stock, RSUs, PRSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased.

As of June 30, 2023, 114.5 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans.

As of June 30, 2023, approximately 46.3 million shares of Class A Common Stock were reserved and available to be granted pursuant to these Plans.

The Company may satisfy the obligation of its stock-based compensation awards with new shares.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company accounts for its share-based compensation plans for Common Stock as equity plans.

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Accordingly, share-based compensation expense for the liability plan awards are measured at the end of each reporting period based on the fair value of the award on each reporting date and recognized as an expense to the extent earned.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Total share-based compensation from continuing operations is shown in the table below:

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Fringe expense 1.7 2.3 0.5

Total share-based compensation expense $ 197.8 $ 28.4 $ 42.2

Total share-based compensation expense (b)

$ 137.6 $ 197.8 $ 28.4

(a) Equity plan shared-based compensation expense of $ 134.7 , $ 195.4 , and $ 27.4 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the fiscal years ended June 30, 2023, 2022, and 2021, respectively.

Of the $ 134.7 , $ 195.4 , and $ 27.4 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively, $ 0.0 , $ 0.0 , and $ 2.0 was reclassified to discontinued operations.

(b) Expenses relating to share-based awards granted to non-Coty employees (Wella) are recorded within other income, net, within the Consolidated Statement of Operations.

See Note 27 -Related Party Transactions for additional information.

The share-based compensation expense for fiscal 2023, 2022 and 2021 of $ 137.6 , $ 197.8 and $ 28.4 , respectively, includes $ 138.7 , $ 202.0 , and $ 34.7 expense for the respective period offset by $( 1.1 ), $( 4.2 ) and $( 6.3 ) of income for the respective periods primarily due to significant executive forfeitures of share-based compensation instruments.

During fiscal 2020, $ 18.3 of share-based compensation expense related to the repurchase of Series A-1 Preferred Stock shares from the Company’s former CEO.

As of June 30, 2022, the total unrecognized share-based compensation expense related to unvested stock options, Series A and Series A-1 Preferred Stock, restricted stock, and restricted stock units and other share awards is $ 2.2 , $ 0.0 , $ 3.1 and $ 155.6 , respectively.

The unrecognized share-based compensation expense related to unvested stock options, Series A and A-1 Preferred Stock, restricted stock, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 1.07 , 0.00 , 1.72 and 1.42 years, respectively.

As of June 30, 2023, the total unrecognized share-based compensation expense related to unvested stock options, Series A Preferred Stock, restricted stock, PRSUs, and restricted stock units and other share awards is $ 0.8 , $ 0.0 , $ 3.2 , $ 5.0 and $ 172.9 , respectively.

The unrecognized share-based compensation expense related to unvested stock options, Series A Preferred Stock, restricted stock, PRSUs, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 0.86 , 0.00, 1.95 , 2.31 and 3.74 years, respectively.

Non-Qualified Stock Options

During fiscal 2022, 2021 and 2020, the Company granted 0.0 million , 0.0 million and 2.2 million non-qualified stock option awards, respectively.

During fiscal 2023, 2022 and 2021, the Company granted 0.0 million , non-qualified stock option awards.

These options are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.

During fiscal 2020, the share-based compensation expense recognized on non-qualified stock options is based upon the fair value on the grant date estimated using the Black-Scholes valuation model with the following weighted-average assumptions:

Expected life 7.4 years

Risk-free interest rate 1.63 %

Expected volatility 41.67 %

Expected dividend yield 4.10 %

Expected life —The expected life represented the period of time (years) that options granted were expected to be outstanding, which the Company calculated using a formula based on the vesting term and the contractual life of the respective option.

Risk-free interest rate —The Company based the risk-free interest rate on the implied yield available on a U.S.

Treasury note with a term equal to the expected term of the underlying options.

Expected volatility —The expected volatility is derived using historical stock price information for the Company’s common stock and that of certain peer group companies, and the volatility implied by the trading of options to purchase the Company’s stock on open-market exchanges.

Expected dividend yield —The weighted-average expected dividend yield is based upon the Company’s expectation to pay dividends over the contractual term of the options.

Non-qualified stock options generally become exercisable five years from the date of the grant or on a graded vesting schedule where 60 % of each award granted vests after three years , 20 % of each award granted vests after four years and 20 % of each award granted vests after five years .

All grants expire ten years from the date of the grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding non-qualified stock options as of June 30, 2023 and activity during the fiscal year then ended are presented below:

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Outstanding at July 1, 2022 5.8 $ 12.85

Exercised ( 0.1 ) 11.08

Forfeited ( 0.6 ) 11.42

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Of the 5.1 million stock options outstanding at June 30, 2023, 2.0 million vest on the fifth anniversary of the grant date and 3.1 million vest on the graded vesting schedule.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As of June 30, 2023, the grant prices of the outstanding options ranged from $ 11.08 to $ 18.55 , and the grant prices for exercisable options ranged from $ 11.08 to $ 18.55 .

A summary of the aggregated weighted-average grant date fair value of stock options granted and total intrinsic value of stock options exercised for fiscal 2020 is presented below:

Weighted-average grant date fair value of stock options $ 3.41

A summary of the aggregated intrinsic value of stock options exercised for fiscal 2023 is presented below:

Intrinsic value of options exercised $ 0.1

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Additionally, share-based compensation expense recorded in connection with matching stock awards granted in accordance with the Compensation Plans are noted in their respective section of this footnote.

Series A and Series A-1 Preferred Stock

In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for partially as equity and partially as a liability as of June 30, 2022, 2021 and 2020 and the Company recognized an (income) expense of $( 0.2 ), $ 0.8 and $ 15.8 in fiscal 2022, 2021 and 2020, respectively.

Series A Preferred Stock

In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for partially as equity and partially as a liability as of June 30, 2023, 2022 and 2021 and the Company recognized an expense (income) of $ 0.2 , $( 0.2 ) and $ 0.8 in fiscal 2023, 2022 and 2021, respectively.

See Note 23—Equity and Convertible Preferred Stock for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On February 27, 2020, the Company agreed to repurchase 6.9 million shares of Series A-1 Preferred Stock from the former CEO for $ 18.3 , which settled in cash during fiscal 2020.

The repurchase was treated as a modification of stock compensation awards’ vesting and settlement terms.

The Company recorded an incremental expense of $ 18.3 related to the modification during fiscal 2020.

The Company uses the binomial lattice or the Black-Scholes model to value the equity and cash bonus components of the granted outstanding Series A Preferred Stocks.

The Company uses the binomial lattice or the Black-Scholes model to value the outstanding Series A Preferred Stocks.

The fair value of the Company’s outstanding Series A Preferred Stock were estimated with the following assumptions.

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Series A Preferred Shares generally expire seven years from the date of the grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding Series A Preferred Shares as of June 30, 2023 and activity during the fiscal year then ended are presented below:

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Outstanding at July 1, 2022 1.5 $ 22.10

Forfeited ( 0.5 ) 21.52

Outstanding at June 30, 2023 1.0 22.39

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Non-vested at July 1, 2022 0.2 $ 3.65

Vested ( 0.3 ) 3.48

Forfeited ( 0.2 ) 3.65

Non-vested at June 30, 2023 — $ —

Restricted Stock Units

On October 14, 2020, the Company’s Board of Directors approved a new vesting schedule applicable to RSUs granted during fiscal 2021, to three-year graded vesting where one-third of each award granted vests after the first anniversary of grant, one-third of each award granted vests after the second anniversary of grant and one-third of each awarded granted vests after the third anniversary of grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

grant, one-quarter of each award granted vests after the second anniversary of grant and one-half of each awarded granted vests after the third anniversary of grant.

During fiscal 2022, 2021 and 2020, 4.6 million, 38.1 million and 6.2 million RSUs were granted under the Omnibus LTIP and 0.3 million, 0.3 million and 0.1 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

Long-term Equity Program for CEO

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021.

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The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

As such, $ 170.9 was recognized in fiscal year 2022.

In addition, $ 93.4 and $ 15.9 will be recognized in the fiscal years ending 2023 and 2024, respectively.

In connection with this Award, Cottage Holdco B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., agreed, pursuant to an equity transfer agreement, to transfer to Ms.

Nabi (either directly or through contributing to the Company) 10,000,000 shares of Common Stock no later than sixty days following the first vesting date.

On October 29, 2021, Cottage Holdco B.V.

completed the transfer of 10,000,000 shares of Common Stock to Ms.

If, however, Ms.

Nabi is terminated without cause or due to death or disability on or following the first vesting date but prior to the second vesting date, the Company has agreed to issue to Cottage Holdco B.V.

the number of shares of Common Stock determined on pro-rata basis in accordance with the equity transfer agreement.

As such, $ 93.4 and $ 170.9 were recognized in fiscal years ended June 30, 2023 and 2022.

In addition, $ 15.9 will be recognized in the fiscal year ending 2024.

In connection with this Award, on October 29, 2021, JAB Beauty B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., completed the transfer of 10,000,000 shares of Common Stock to Ms.

In the event Ms.

Nabi remains employed through the third vesting date, Cottage Holdco B.V.

has agreed to transfer an additional 5,000,000 shares of Common Stock to Ms.

Nabi remains employed through the third vesting date, JAB Beauty B.V.

has agreed, pursuant to an equity transfer agreement, to transfer (either directly or through contributing to the Company) an additional 5,000,000 shares of Common Stock to Ms.

On August 31, 2022, the Company issued 10,000,000 shares of Class A Common Stock to Ms.

Nabi in connection with the second vesting of the Award.

On May 4, 2023 the Company granted Ms.

Nabi 10,416,667 RSUs (the “Second Award”), which will vest and settle in shares of the Company’s Class A Common Stock, par value $ 0.01 per share over five years on the following vesting schedule:

(i) 15 % on September 1, 2024, (ii) 15 % on September 1, 2025, (iii) 20 % on September 1, 2026, (iv) 20 % on September 1, 2027;

and (v) 30 % on September 1, 2028, in each case subject to Ms.

Nabi’s continued employment through the applicable vesting date.

The Company will recognize approximately $ 109.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures.

The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

For the fiscal year ended June 30, 2023, $ 3.2 was recognized.

In addition, pursuant to the terms of the amended employment agreement the Company agreed to grant Ms.

Nabi an award of 2,083,333 PRSUs which shall fully vest on September 1, 2026, subject to the achievement of three-year performance objectives to be determined by the Board on or around September 2023 and subject to Ms.

Nabi’s continued employment.

The new arrangement also provides that on or around each September 1 of 2024 through 2027, the Company shall grant Ms.

Nabi an additional award of 2,083,333 PRSUs, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the achievement of three-year performance objectives to be determined by the Board.

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the event that JAB and Ms.

Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms.

Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms.

Nabi in such transaction.

The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant.

The potential expense attributed to the reload options will be recognized when the reload options are granted.

Restricted Stock Units

On October 14, 2021, the Company’s Board of Directors approved a new vesting schedule applicable to RSUs granted during fiscal 2022, to three-year graded vesting where one-quarter of each award granted vests after the first anniversary of grant, one-quarter of each award granted vests after the second anniversary of grant and one-half of each awarded granted vests after the third anniversary of grant.

During fiscal 2023, 2022 and 2021, 17.2 million, 4.6 million and 38.1 million RSUs were granted under the Omnibus LTIP and 0.3 million, 0.3 million and 0.3 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

The Company’s outstanding RSUs as of June 30, 2023 and activity during the fiscal year then ended are presented below:

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The total intrinsic value of RSUs vested and settled during fiscal 2023, 2022 and 2021 is $ 34.3 , $ 33.5 and $ 32.9 , respectively.

Restricted Stock

During fiscal 2022 and 2021, 0.3 million and 0.0 million restricted stock awards were granted under the Omnibus LTIP.

Performance Restricted Stock Units

During fiscal 2023, 1.2 million PRSUs were granted under the Omnibus LTIP.

& SUBSIDIARIES

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($ in millions, except per share data)

The Company’s outstanding PRSUs as of June 30, 2023 and activity during the fiscal year then ended are presented below:

(in millions) Aggregate

Value Weighted

Outstanding at July 1, 2022 —

Outstanding at June 30, 2023 1.2

Vested and expected to vest at June 30, 2023 1.0 12.3 2.31

The share-based compensation expense recorded in connection with the PRSUs was $ 1.5 during fiscal 2023.

The Company’s outstanding and non-vested PRSUs as of June 30, 2023 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

Outstanding and nonvested at July 1, 2022 —

Granted 1.2 6.62

Outstanding and nonvested at June 30, 2023 1.2 $ 6.62

The total intrinsic value of PRSUs vested and settled during fiscal 2023 was $ 0.0 .

Restricted Stock

During fiscal 2023, 2022 and 2021, 0.4 million, 0.3 million and 0.0 million , restricted stock awards were granted under the Omnibus LTIP.

The Company’s outstanding restricted stock as of June 30, 2023 and activity during the fiscal year then ended are presented below:

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Vested and expected to vest at June 30, 2023 0.6 $ 7.8 1.95

The share-based compensation expense recorded in connection with the restricted stock was $ 1.8 and $ 1.0 during fiscal 2022 and 2021, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The share-based compensation expense recorded in connection with the restricted stock was $ 2.7 , $ 1.8 , $ 1.0 during fiscal 2023, 2022 and 2021, respectively.

The Company’s outstanding and non-vested restricted stock as of June 30, 2023 and activity during the fiscal year then ended are presented below:

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Effect of dilutive stock options and Series A/A-1 Preferred Stock (a)

Effect of restricted stock and RSUs (b)

Effect of restricted stock, PRSUs and RSUs (b)

Effect of Convertible Series B Preferred Stock (c)

Weighted-average common shares and common share equivalents outstanding—Diluted (a)

834.1 764.8 759.1

Effect of Forward Repurchase Contracts (d)

Weighted-average common shares and common share equivalents outstanding—Diluted 886.5 834.1 764.8

Earnings (losses) per common share

Earnings (losses) from continuing operations per common share - basic $ 0.58 $ 0.07 $ ( 0.22 )

Earnings (losses) from continuing operations per common share - diluted (d)

Earnings (losses) from continuing operations per common share - diluted (e)

$ 0.57 $ 0.07 $ ( 0.22 )

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Earnings (losses) per common share - basic $ 0.58 $ 0.08 $ ( 0.40 )

Earnings (losses) per common share - diluted (d)

Earnings (losses) per common share - diluted (e)

$ 0.57 $ 0.08 $ ( 0.40 )

(a) As of June 30, 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 8.3 million weighted average shares of Common Stock were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

As of June 30, 2021 and 2020, 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.

(b) As of June 30, 2022, there were 1.6 million weighted average anti-dilutive RSUs, excluded from the computation of diluted EPS.

As of June 30, 2021 and 2020, RSUs were excluded in the computation of diluted loss per share due to the net loss incurred during the period.

(a) As of June 30, 2023 and 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 4.8 million and 8.3 million weighted average anti-dilutive shares of Common Stock, respectively, were excluded from the computation of diluted EPS.

As of June 30, 2021, 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.

(b) As of June 30, 2023 and 2022, there were 3.2 million and 1.6 million weighted average anti-dilutive RSUs, respectively, excluded from the computation of diluted EPS.

As of June 30, 2021, RSUs were excluded in the computation of diluted loss per share due to the net loss incurred during the period.

(c ) As of June 30, 2022, there were 65.4 million dilutive shares of Convertible Series B Preferred Stock excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

As of June 30, 2021 and 2020, Convertible Series B Preferred Stock shares were excluded from the computation of diluted EPS due to the net loss incurred during the period.

(d) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans and the convertible Series B Preferred Stock.

When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock.

LEGAL AND OTHER CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (including asbestos claims related to the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”).

While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a

As of June 30 2021, Convertible Series B Preferred Stock shares were excluded from the computation of diluted EPS due to the net loss incurred during the period.

(d) For the twelve months ended June 30, 2023, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as Coty is in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive.

(e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the convertible Series B Preferred Stock, and the Forward Repurchase Contracts.

When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, PRSUs and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts.

The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $ 13.2 , $ 198.3 , and $ 102.3 , respectively, and to reverse the impact of fair market value (gains)/losses for contracts with the option to settle in shares or cash of $( 101.8 ), $ 0 , and $ 0 , respectively, if dilutive, for the twelve months ended June 30, 2023, 2022 and 2021 on net income applicable to common stockholders during the period.

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($ in millions, except per share data)

material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities.

LEGAL AND OTHER CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (most involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”).

While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities.

However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings.

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Certain Litigation .

A consolidated purported stockholder class action and derivative complaint concerning the tender offer by Cottage Holdco B.V.

(the “Cottage Tender Offer”) and the Schedule 14D-9 is pending against certain current and former directors of the Company, JAB Holding Company S.à r.l., JAB Holdings B.V., JAB Cosmetics B.V., and Cottage Holdco B.V.

in the Court of Chancery of the State of Delaware.

On June 13, 2023, the Court of Chancery of the State of Delaware approved the settlement of the consolidated purported stockholder class action and derivative complaint concerning the tender offer by Cottage Holdco B.V.

(now known as JAB Beauty B.V.) (the “Cottage Tender Offer”) and the Schedule 14D-9 that was filed on May 6, 2019 against certain current and former directors of the Company, JAB Holding Company S.à r.l., JAB Holdings B.V., JAB Cosmetics B.V., and Cottage Holdco B.V.

The Company was named as a nominal defendant.

The case, which was filed on May 6, 2019, was captioned Massachusetts Laborers’ Pension Fund v.

The case was captioned Massachusetts Laborers’ Pension Fund v.

Harf et al., Case No.

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breached their fiduciary duties to the Company’s stockholders and breached the Stockholders Agreement.

The Second Amended Complaint seeks, among other things, monetary relief.

The Second Amended Complaint sought, among other things, monetary relief.

On November 21, 2019, the defendants moved to dismiss certain claims asserted in the Second Amended Complaint, and certain of the director defendants also answered the complaint.

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On August 17, 2020, the court denied the remaining motions to dismiss.

The case is currently at the discovery stage with a trial date scheduled for November 2022.

A purported stockholder class action complaint, alleging violations of the U.S.

securities laws in connection with the P&G beauty brands acquisition is pending against the Company as well as certain current and former officers of the Company in the U.S.

District Court for the Southern District of New York.

The case, which was filed on September 4, 2020, is captioned Crystal Garrett-Evans v.

et al., Case No.

1:20-cv-07277 (the “Evans Action”).

On November 23, 2020, the court appointed the individual Susan Nock as lead plaintiff and the Rosen Firm as lead counsel.

The plaintiff filed an amended complaint on January 22, 2021.

The Amended Complaint asserts claims under the federal securities laws and seeks, among other things, monetary relief.

On March 8, 2021, the Company filed a motion to dismiss the amended complaint, and on August 4, 2021, the court dismissed the amended complaint, holding that it failed to set forth a valid claim.

There has been no appeal of the dismissal and the Evans Action has been concluded.

A second purported stockholder class action and derivative complaint, alleging violations of the U.S.

securities laws in connection with the P&G beauty brands acquisition and the Kylie Brands transaction as well as claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets by certain current and former officers and directors of the Company, is pending in the U.S.

District Court for the Southern District of New York.

The case, which was filed on November 17, 2020, is captioned Chris Lewis v.

Becht et al., Case No.

1:20-cv-09685 (the “Lewis Action”).

The Company was named as a nominal defendant.

The plaintiff seeks, among other things, injunctive and/or monetary relief.

This action was voluntarily stayed during the pendency of the motion to dismiss the Evans Action.

Following the dismissal of the Evans Action, counsel for the plaintiff in the Lewis Action agreed to dismiss the case and the court has approved the dismissal of the action as of October 2021.

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

On March 29, 2023, the parties entered into a Stipulation and Agreement of Compromise and Settlement, the terms of which have been made available as part of the public filing requirements associated with the court-approval process.

The settlement was approved by the Court on June 13, 2023 and did not have a material impact on the Company’s financial results.

Brazilian Tax Assessments

9 unchanged sentences

Oct-20 Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated IPI 2016-2017 R$ 401.9 million (approximately $ 82.8 )

Nov-22 IPI 2018-2019 R$ 537.3 million (approximately $ 110.6 )

Nov-20 State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated ICMS 2016-2019 R$ 217.4 million (approximately $ 44.8 )

Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated ICMS 2016-2020 R$ 63.8 million (approximately $ 13.1 )

(a) During the first quarter of fiscal 2022, assessments amounting in R$ 360.7 million (approximately $ 66.6 ) were dismissed by the Goiás State Treasury's Attorney Office in favor of the Company.

All cases are currently in the administrative process.

The Company is seeking favorable administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments.

(a) During the fourth quarter of fiscal 2023, the ICMS assessment received in March 2018 had an unfavorable decision at administrative instance and the Company decided to pay the $ 0.2 penalty at case closure.

The Company does not believe the outcome of this decision will weigh on other pending cases as the case factors for other open ICMS assessments are different.

During the third quarter of fiscal 2023, the ICMS assessment received in November 2020 was moved to the judicial process.

All other cases are currently in the administrative process.

The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments.

The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

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Fiscal Year Ending June 30, Purchase Obligations

Thereafter 1.3

Total $ 931.6

2 unchanged sentences

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP.

The remaining term of this lease is approximately nine years .

The remaining term of this lease is approximately eight years .

While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease.

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The Company has assessed the probability of default by the assignee and has determined it to be remote.

Equity Transfer Agreement

In connection with the Award granted to the Company’s CEO on June 30, 2021, Cottage Holdco B.V.

has agreed to transfer to her (either directly or through contributing to the Company) one-half of the total number of shares of Common Stock owed to her if and when the Award vests.

See Note 24—Share-Based Compensation Plans for more information on the Award.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

Equity Transfer Agreement

In connection with the Award granted to the Company’s CEO on June 30, 2021, JAB Beauty B.V.

has agreed to transfer to her (either directly or through contributing to the Company) one-half of the total number of shares of Common Stock owed to her if and when the Award vests.

See Note 24—Share-Based Compensation Plans for more information on the Award.

Relationship with KKR

13 unchanged sentences

Following the Second Exchange, KKR no longer holds any preferred stock of the Company and no longer has the right to designate any directors to the Company's Board of Directors.

During fiscal 2022, 2021 and 2020, fees of $ 0.0 , $ 7.6 and $ 25.5 , respectively, were incurred with KKR in connection with the initial and second closings of the Series B Preferred Stock;

During fiscal 2023, 2022 and 2021, fees of nil , nil and $ 7.6 , respectively, were incurred with KKR in connection with the initial and second closings of the Series B Preferred Stock;

these fees reduced the carrying value of the stock.

The Company also entered into agreements with KKR for potential consulting and advisory services.

No fees were incurred under such agreements in fiscal years 2022, 2021 or 2020.

During fiscal 2023 and 2022, the Company recognized gains related to its post-closing contingent consideration agreement for the sale of Wella, of $ 30.8 and $ 0.7 , respectively, reported in Other income, net.

The remaining $ 2.5 is unearned and is included in Other noncurrent liabilities until the contingency is resolved.

Refer to Note 3—Discontinued Operations.

From time to time, certain funds held by KKR may hold the Company’s Senior Secured and Unsecured Notes (as defined in Note 15—Debt).

These funds may receive principal and interest payments on the same terms as other investors in the Company’s Senior Secured and Unsecured Notes.

As of June 30, 2022, Coty owns 25.9 % of the Wella Company as an equity investment and performs certain services to Wella.

Refer to Note 13—Equity Investments.

As of June 30, 2023, Coty owned 25.9 % of the Wella Company as an equity investment and performs certain services to Wella.

Refer to Note 13—Equity Investments and Note 28—Subsequent Events.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”).

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The Company and Wella have also entered into other manufacturing and distribution arrangements to facilitate the Wella Business transition in the U.S.

TSA fees and other fees earned were $ 87.5 and $ 6.7 , respectively, for the year ended June 30, 2022 and $ 86.6 and $ 3.4 , respectively for the seven months ended June 30, 2021.

TSA fees and other fees earned were $ 3.3 and $ 7.6 , respectively, for the year ended June 30, 2023, $ 87.5 and $ 6.7 , respectively for the year ended June 30, 2022, and $ 86.6 and $ 3.4 , respectively for the seven months ended June 30, 2021.

The TSA fees are principally invoiced on a cost plus basis.

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Additionally, as of June 30, 2023, the Company has accrued $ 33.0 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employees”), who participated in the Coty Long-Term Incentive Plan.

The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation.

As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the years ended June 30, 2022 and 2021, Coty recorded $ 0.7 and $ 2.3 of

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

share-based compensation expense related to Wella employees, which was presented as part of Other income, net in the Consolidated Statements of Operations.

The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation.

As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the years ended June 30, 2023, 2022, and 2021 Coty recorded $ 4.6 , $ 0.7 , and $ 2.3 of share-based compensation expense related to Wella employees, which was presented as part of Other income, net in the Consolidated Statements of Operations.

The Company also entered into an agreement with Wella to provide management, consulting and financial services to Wella and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (in assisting it in the management of its business).

Fees earned and reflected in Other income, net in fiscal years 2023, 2022 and 2021 were $ 2.7 , nil and nil respectively.

As of June 30, 2023, $ 0.8 is due from Wella.

The Company has certain sublease arrangements with Wella after the sale.

For the year ended June 30, 2022 and the seven months June 30, 2021, the Company reported sublease income of $ 13.3 and $ 9.1 from Wella.

For the years ended June 30, 2023, 2022, and seven months ended 2021, the Company reported sublease income of $ 9.1 , $ 13.3 , and $ 9.1 from Wella.

The disinterested members of the Board reviewed and approved the entry into a license agreement with Orveda, an ultra-premium skincare brand co-founded by Coty’s CEO, Sue Nabi.

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Consulting Services and Other Arrangements

The Company had engaged certain affiliates of JAB to provide us with marketing technology services on customary market terms.

As of June 30, 2020, these arrangements were no longer in effect.

In addition, the Company’s former subsidiary, Beamly, entered into service agreements with affiliates of JAB for the provision of digital media services on customary market terms.

Fees under each of these arrangements totaled less than $ 1.0 in fiscal 2020.

Beatrice Ballini, a director, serves as a senior member of the Retail Practice and a leader of the Board and CEO Advisory Partners group at Russell Reynolds Associates.

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The amounts of such services provided to the Company for fiscal 2023, 2022 and 2021 were $ 0.9 , $ 0.7 and $ 2.3 , respectively.

In connection with the appointment of Fiona Hughes as the Company’s former Chief Marketing Officer, Consumer Beauty, the Company agreed in principle to a secondment arrangement with Jacobs Douwe Egberts B.V., an affiliate of JAB, for the reimbursement of certain employment-related expenses through a transition period that ended February 2020.

The amount of such reimbursement was approximately $ 0.6 for fiscal 2020.

SUBSEQUENT EVENTS

The Company evaluated the effect of events and transactions subsequent to the consolidated balance sheet date of June 30, 2022 through the date of issuance of the Consolidated Financial Statements and determined that no subsequent events have occurred that require recognition in the Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.

Sale of Partial Wella Stake

On July 18, 2023 the Company announced that it had entered into a binding letter of intent to sell a 3.6 % stake in Wella to investment firm IGF Wealth Management for $ 150.0 .

The closing of the transaction is subject to, among other things, completion of due diligence and the satisfaction of certain closing conditions, including the approval of the transaction by KKR.

If the transaction closes, Coty intends to use the net proceeds to pay down a portion of the outstanding principal balance of its Revolving Credit Facility.

Assuming the transaction closes, Coty would retain 22.3 % of the Wella Company.

Refinancing Amendment

On July 11, 2023, the Company entered into an amendment to the 2018 Coty Credit Agreement that (i) refinanced all of the existing $ 2,000.0 of revolving credit commitments and the outstanding loans made pursuant thereto with two new tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $ 1,670 available in dollars and certain other currencies and the other in an aggregate principal amount of € 300 million available in euros, maturing in in July 2028, (ii) provided for a credit spread adjustment of 0.10 % for all interest periods, with respect to SOFR loans, (iii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iv) provided that certain covenants will cease to apply during a collateral release period.

Offering of Senior Secured Notes

On July 26, 2023, the Company issued an aggregate principal amount of $ 750.0 of 6.625 % senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”).

Coty received net proceeds of $ 740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement, as amended, the net proceeds received were utilized to pay down a portion of the outstanding principal balance of the 2018 Coty Term B Facility.

2018 Term B Facility repayment

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

& SUBSIDIARIES

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Allowance for doubtful accounts and other customer deductions:

2022 $ 47.7 $ — $ 26.2 $ ( 20.5 ) (b)(c)

91.1 ( 28.4 ) 5.7 ( 20.7 ) (b)(c)

48.1 — 55.4 ( 12.4 ) (b)(c)

2023 $ 53.4 $ — $ 4.3 $ ( 34.5 ) (b)

2022 47.7 — 26.2 ( 20.5 ) (b)

91.1 ( 28.4 ) 5.7 ( 20.7 ) (b)

Allowance for customer returns:

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Deferred tax valuation allowances:

2022 $ 33.4 $ — $ 12.5 (d)

2023 $ 41.7 $ — $ 21.7 $ ( 2.7 ) $ 60.7

54.9 ( 14.9 ) 1.4 (d)

67.7 — 11.4 (d)

2022 33.4 — 12.5 ( 4.2 ) 41.7

54.9 ( 14.9 ) 1.4 ( 8.0 ) 33.4

(a) Includes amounts from continuing operations and held for sale.

(b) Includes reclassification between the allowance for doubtful accounts and gross trade receivables for presentation purposes.

(d) Includes foreign currency translation adjustments unless otherwise noted.

(b) Includes amounts written-off, net of recoveries and cash discounts.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures