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Item 9A. Controls and Procedures

2024-08-20 compared with 2023-08-22 · 571 added, 658 removed, 1927 unchanged (39% of the section changed)

21 unchanged sentences

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).

During the three months ended June 30, 2024, 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(a) of the SEC’s Regulation S-K).

The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by its directors, officers, employees and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations (including both U.S.

securities laws and the EU Market Abuse Regulation) and the listing standards applicable to the Company.

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Directors, Executive Officers and Corporate Governance.

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Certificate of Designations of Preferred Stock, Series A, dated April 17, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 20, 2015).

Certificate of Designations of Preferred Stock, Series A-1, dated February 4, 2019 (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2019).

Certificate of Designations of Preferred Stock, Series B, dated May 26, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 26, 2020).

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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 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 Dollar Notes (included in Exhibit 4.

4 ) (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.

4 ) (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.

Amended and Restated 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 ).

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 16, 2023).

Description of Securities.

Indenture, dated as of April 21, 2021, among Coty Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Form of 5.000% Senior Secured Notes due 2026 (included in Exhibit 4.1 0 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Form of 5.000% Senior Secured Notes due 2026 (included in Exhibit 4.

9 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, among JPMorgan Chase Bank, N.A., as the credit facility agent, Deutsche Bank Trust Company Americas, as the initial other authorized representative, and each additional authorized representative from time to time party thereto, as consented to by Coty Inc.

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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 ) .

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

Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.2 1 )(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

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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).

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).

Indenture, dated as of September 19, 2023, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee, registrar and collateral agent, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Form of 5.750% Senior Secured Notes due 2028 (included in Exhibit 4.25) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Joinder Agreement No.

4, dated as of September 19, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No.

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

2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Joinder Agreement No.

3, dated as of July 26, 2023, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Pledge and Security Agreement, dated as of September 19, 2023, by and among the Company, HFC Prestige Products, Inc., HFC Prestige International U.S.

Indenture, dated as of May 30, 2024, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.29) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 30, 2024).

Joinder Agreement No.

5, dated as of May 30, 2024 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, as amended or modified as of the date hereof (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 30, 2024).

Pledge and Security Agreement, dated as of May 30, 2024, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

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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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).

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and Kristin Blazewicz (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2020).†

Offer Letter dated as of September 29, 2023, between Coty Inc.

and Kristin Blazewicz (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023) .

Offer Letter dated June 27, 2024, between Coty Inc.

and Kristin Blazewicz.†

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).†

Separation Agreement dated February 6, 2024, between Coty Management B.V.

and Gordon von Bretten.

(Incor porat ed by re ference to Exhibit 10.1 t o the C ompany ’ s Quarterly Report on Form 10-Q filed on May 7, 2024) †

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).†

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and Laurent Mercier.†

Offer Letter dated as of September 28, 2023, between Coty Management B.V.

and Laurent Mercier.

(Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).†

Employment Agreement, dated December 21, 2020, between Coty Italia S.r.l.

2 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).†

Offer Letter dated as of September 28, 2023, between Coty Italia and Anna von Bayern (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).†

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

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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 .†

and Sue Nabi (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on August 22, 2023).†

Form of Performance Restricted Stock Unit Award Terms and Conditions for Sue Nabi (incorporated by reference to Exhibit 10.3 6 to the Company’s Annual Report on Form 10-K filed on August 22, 2023) .†

Form of Restricted Stock Unit Award Terms and Conditions for Sue Nabi (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on August 22, 2023).†

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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(incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Amended Form of Elite Subscription and Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2017).†

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).†

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

Coty Insider Trading Policy

List of significant subsidiaries.

5 unchanged sentences

Certification of Chief Financial Officer, pursuant to 18 U.S.

Clawback Policy

101.INS Inline XBRL Instance Document.

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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 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.

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 them and in their 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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(Robert Singer)

/s/Gordon von Bretten Director August 20, 2024

(Gordon von Bretten)

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Asset impairment charges — — 31.4

Operating income (loss) 543.7 240.9 ( 48.6 )

Operating income 546.7 543.7 240.9

Interest expense, net 252.0 257.9 224.0

Other income, net ( 419.0 ) ( 409.9 ) ( 43.9 )

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

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

Net income (loss) from continuing operations 523.2 262.0 ( 67.8 )

Net income (loss) from discontinued operations — 5.7 ( 137.3 )

Net income (loss) 523.2 267.7 ( 205.1 )

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

Other expense (income), net 90.2 ( 419.0 ) ( 409.9 )

Income from continuing operations before income taxes 204.5 704.8 426.8

Provision for income taxes on continuing operations 95.1 181.6 164.8

Net income from continuing operations 109.4 523.2 262.0

Net income from discontinued operations — — 5.7

Net income 109.4 523.2 267.7

Net income (loss) attributable to noncontrolling interests 5.3 ( 1.8 ) ( 5.1 )

Net income attributable to redeemable noncontrolling interests 14.7 16.8 13.3

Net income (loss) attributable to Coty Inc.

Net income attributable to Coty Inc.

$ 89.4 $ 508.2 $ 259.5

Amounts attributable to Coty Inc.

Net income (loss) from continuing operations $ 508.2 $ 253.8 $ ( 64.0 )

Net income from continuing operations $ 89.4 $ 508.2 $ 253.8

Convertible Series B Preferred Stock dividends ( 13.2 ) ( 13.2 ) ( 198.3 )

Net income (loss) from continuing operations attributable to common stockholders 495.0 55.5 ( 166.3 )

Net income (loss) from discontinued operations, net of tax — 5.7 ( 137.3 )

Net income (loss) from continuing operations attributable to common stockholders $ 495.0 $ 61.2 $ ( 303.6 )

Net income from continuing operations attributable to common stockholders 76.2 495.0 55.5

Net income from discontinued operations, net of tax — — 5.7

Net income from continuing operations attributable to common stockholders $ 76.2 $ 495.0 $ 61.2

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 $ 0.57 $ 0.07 $ ( 0.22 )

Earnings (losses) from discontinued operations - basic $ 0.00 $ 0.01 $ ( 0.18 )

Earnings (losses) from discontinued operations - diluted $ 0.00 $ 0.01 $ ( 0.18 )

Earnings (losses) per common share - basic $ 0.58 $ 0.08 $ ( 0.40 )

Earnings (losses) per common share - diluted $ 0.57 $ 0.08 $ ( 0.40 )

Earnings from continuing operations per common share - basic $ 0.09 $ 0.58 $ 0.07

Earnings from continuing operations per common share - diluted $ 0.09 $ 0.57 $ 0.07

Earnings from discontinued operations - basic $ 0.00 $ 0.00 $ 0.01

Earnings from discontinued operations - diluted $ 0.00 $ 0.00 $ 0.01

Earnings per common share - basic $ 0.09 $ 0.58 $ 0.08

Earnings per common share - diluted $ 0.09 $ 0.57 $ 0.08

Weighted-average common shares outstanding:

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2024 2023 2022

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

Net income $ 109.4 $ 523.2 $ 267.7

Other comprehensive income (loss):

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( 5.8 ) 10.1 59.4

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

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

Total other comprehensive (loss) income, net of tax ( 132.7 ) 55.9 ( 396.9 )

Comprehensive (loss) income ( 23.3 ) 579.1 ( 129.2 )

Comprehensive (loss) attributable to noncontrolling interests:

Net loss ( 1.8 ) ( 5.1 ) ( 16.1 )

Net income (loss) 5.3 ( 1.8 ) ( 5.1 )

Foreign currency translation adjustment — 0.3 ( 0.5 )

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

Total comprehensive income (loss) attributable to noncontrolling interests 5.3 ( 1.5 ) ( 5.6 )

Comprehensive income (loss) attributable to redeemable noncontrolling interests:

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Total comprehensive income attributable to redeemable noncontrolling interests 14.7 16.9 12.9

Comprehensive income (loss) attributable to Coty Inc.

Comprehensive (loss) income attributable to Coty Inc.

$ ( 43.3 ) $ 563.7 $ ( 136.5 )

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1.0 shares authorized;

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

0.1 issued and outstanding, at June 30, 2024 and 2023, respectively

REDEEMABLE NONCONTROLLING INTERESTS 93.6 93.5

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20.0 shares authorized;

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

1.0 issued and outstanding, at June 30, 2024 and 2023, respectively

Class A Common Stock, $ 0.01 par value;

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Noncontrolling Convertible Series B

Shares Amount Shares Amount Capital Deficit) Income (Loss) Shares Amount Equity Interests Equity Interests Preferred Stock

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 ASU No.

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

Shares Amount Shares Amount Capital Deficit) Income Shares Amount Equity Interests Equity Interests Preferred Stock

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

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 )

Net income (loss) 259.5 259.5 ( 5.1 ) 254.4 13.3

Other comprehensive income 134.3 134.3 ( 0.1 ) 134.2

Other comprehensive loss ( 396.0 ) ( 396.0 ) ( 0.5 ) ( 396.5 ) ( 0.4 )

Distribution to noncontrolling interests, net — ( 4.6 ) ( 4.6 ) ( 12.3 )

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

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Noncontrolling Convertible Series B

Shares Amount Shares Amount Capital Deficit) Income Shares Amount Equity Interests Equity Interests Preferred Stock

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

Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock

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

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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 )

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BALANCE—July 1, 2023 1.0 — $ 919.3 $ 9.1 $ 10,898.6 $ ( 4,987.9 ) $ ( 662.4 ) 66.5 $ ( 1,446.3 ) $ 3,811.1 $ 186.3 $ 3,997.4 $ 93.5 $ 142.4

Cancellation of Preferred Stock ( 0.5 ) — — —

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

Issuance of Class A Common Stock in connection with global offering, net of offering costs 33.0 0.3 342.1 342.4 342.4

Reacquired Class A Common Stock for employee taxes and cancellation of restricted stock 0.8 — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 9.8 0.2 13.3 13.5 13.5

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Changes in dividends accrued — — —

Repurchase of Class A Common Stock pursuant to forward repurchase contracts 27.0 ( 350.6 ) ( 350.6 ) ( 350.6 )

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

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

Net income (loss) 508.2 508.2 ( 1.8 ) 506.4 16.8

Other comprehensive loss 55.5 55.5 0.3 55.8 0.1

Distribution to noncontrolling interests, net — ( 3.5 ) ( 3.5 ) ( 13.8 )

Net income 89.4 89.4 5.3 94.7 14.7

Other comprehensive income ( 132.7 ) ( 132.7 ) — ( 132.7 ) —

Distributions to noncontrolling interests, net — ( 7.0 ) ( 7.0 ) ( 17.0 )

Adjustment of redeemable noncontrolling interests to redemption value ( 2.4 ) ( 2.4 ) ( 2.4 ) 2.4

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net income $ 109.4 $ 523.2 $ 267.7

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 421.1 426.7 516.4

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Deferred income taxes ( 9.8 ) 56.3 12.1

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

Provision (release) for bad debts 2.7 ( 18.9 ) 20.5

Provision for pension and other post-employment benefits 8.6 8.5 12.7

Share-based compensation 88.8 135.9 195.5

(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 and license terminations, net ( 99.7 ) ( 115.8 ) 15.4

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

Losses (gains) on disposals of long-lived assets and license terminations, net 3.9 ( 99.7 ) ( 115.8 )

Realized and unrealized gains from equity investments, net ( 21.7 ) ( 226.3 ) ( 400.3 )

Foreign exchange effects 14.8 29.9 ( 16.8 )

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

Realized and unrealized losses (gains) on forward repurchase contracts, net 76.3 ( 196.9 ) ( 16.1 )

Other 46.5 8.9 21.3

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Capital expenditures ( 245.2 ) ( 222.8 ) ( 174.1 )

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

Net proceeds from license terminations, contingent consideration and sale of other long-lived assets 19.0 104.6 213.2

Return of capital from equity investments — — 230.6

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 (used in) provided by investing activities ( 226.2 ) ( 118.2 ) 269.7

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Repayments of term loans and other long term debt ( 1,936.5 ) ( 226.1 ) ( 868.3 )

Proceeds from issuance of Class A Common Stock in connection with Global Offering, net of offering costs 342.4 — —

Dividend payments on Class A Common Stock and Convertible Series B Preferred Stock ( 13.4 ) ( 13.7 ) ( 57.2 )

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 ) — —

Proceeds from issuance of Class A Common Stock 13.5 0.9 —

Net payments for foreign currency contracts ( 7.3 ) ( 128.1 ) ( 178.5 )

Distributions to redeemable noncontrolling interests and noncontrolling interests ( 24.0 ) ( 17.3 ) ( 16.9 )

Settlement and other payments related to forward repurchase contracts ( 242.6 ) ( 26.4 ) —

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

11 unchanged sentences

Accrued capital expenditure additions $ 108.0 $ 107.8 $ 100.1

Non-cash exchange of forward repurchase contracts for treasury stock 150.6 — —

Redemption of Series B Preferred Stock in exchange for Wella Equity Investment — — 603.3

45 unchanged sentences

The Company classifies inventories into various categories based upon their stage in the product life cycle, future marketing sales plans and the disposition process.

The Company also records an inventory obsolescence reserve, which represents the excess of the cost of the inventory over its net realizable value, based on various product sales projections.

The Company also records an inventory obsolescence reserve, which represents the excess of the cost of the inventory over its net realizable value, based on product sales projections.

This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age, historical trends, and requirements to support forecasted sales.

105 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 performance restricted stock units (“PRSUs”), 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 and, for PRSUs, when it is probable that the performance condition will be achieved.

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

The Company accounts for its share-based compensation plans for Common Stock as equity awards, aside from phantom units.

For those awards treated as equity, 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 and, for PRSUs, when it is probable that the performance condition will be achieved.

For PRSUs, in a period we determine it is no longer probable that we will achieve certain performance measures for the awards, we reverse the stock-based compensation expense that we had previously recognized and associated with the portion of PRSUs that are no longer expected to vest.

The amount of the expense ultimately recognized depends on the number of awards that actually vest.

Accordingly, stock-based compensation expense may vary from period to period.

The Company accounts for its phantom units as a liability award.

For those awards treated as a liability, share-based compensation expense 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.

The fair value of stock options is determined using the Black-Scholes valuation model.

Equity and liability awards generally vest over a term of three or five years.

Treasury Stock

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As the determination of liabilities related to UTBs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s operating results or financial condition and cash flows.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As a result of the 2017 Tax Act changing the 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

& SUBSIDIARIES

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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dollars at the rates of exchange in effect at the end of the reporting period.

Income and expense items are translated at the average exchange rates prevailing during each reporting period presented.

Income and expense items are translated at the average exchange rates prevailing during each reporting period

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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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

& SUBSIDIARIES

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.

The Company recognized a net gain within Selling, general and 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.

During fiscal 2024, the Company received an additional payment of € 15.0 million (approximately $ 16.2 ) and made contractual termination payments of $ 4.9 .

The Company completed sales of remaining Lacoste fragrances inventory through December of calendar year 2023, as per a contractual inventory sell-off arrangement, and recognized a loss of $ 0.6 within Selling, general and administrative expenses reflecting the disposal of remaining inventory in fiscal 2024.

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 in the Condensed Consolidated Statements of Operations of $ 83.6 associated with its exit of Russia.

During fiscal 2022, the Company recognized total pre-tax charges in the 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.

These charges consisted of $ 45.5 in Selling, general and administrative expenses, primarily related to the write-down of working capital, long-term assets, as well as contract termination charges, contingent liabilities and legal costs, $ 31.4 in Asset impairment charges related to the impairment of indefinite-lived intangibles, $ 6.3 in Restructuring costs related to employee severances, and $ 0.4 in Cost of sales related to inventory write-downs.

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

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 incurred $ 24.1 of income tax charges associated with this decision.

During fiscal 2023, the Company recognized total pre-tax gains in the Consolidated Statements of Operations of $ 17.0 are primarily related to a bad debt accrual release, due to better than expected collections, in addition to $ 0.4 of income tax benefits.

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

2 unchanged sentences

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 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

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

On June 1, 2020, the Comp any entered into a definitive agreement with Rainbow UK Bidco Limited (“KKR Bidco”), regarding a strategic transaction for the sale of Coty’s Professional and Retail Hair businesses, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”), valuing the business at $ 4,300.0 on a cash- and debt-free basis.

The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40 % of the Wella Company.

As of June 30, 2023, the Company owned a 25.9 % stake in the Wella Company.

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ 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

Cost of sales — — 322.5

Gross profit — — 663.8

Selling, general and administrative expenses — — 443.7

Restructuring costs — — ( 0.7 )

Operating income — — 220.8

Interest expense, net — — 21.3

(Gain) loss on sale of business — ( 6.1 ) 246.4

Other (income) expense, net — — ( 1.0 )

Income (loss) from discontinued operations before income taxes — 6.1 ( 45.9 )

Income tax on discontinued operations — 0.4 91.4

Net income (loss) from discontinued operations $ — $ 5.7 $ ( 137.3 )

(a) Net income from discontinued operations for the year ended June 30, 2022 reflect certain working capital adjustments net of the related income tax impact.

(b) As the sale of the Wella Business occurred on November 30, 2020, discontinued operations activity, other than the Loss on sale of business, comprises five months for the fiscal year ended 2021.

The following is selected financial information included in cash flows from discontinued operations for the Wella Business held for sale:

Year Ended June 30,

2023 2022 2021

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 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 %.

The loss on sale reflects the net assets sold, taxes and other costs to sell the Wella Business.

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, 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.

As of the time the contingent consideration arrangement was entered into, the Company was unable to determine that it was probable that any of the contingent consideration would be earned.

Therefore, no contingent consideration gain was initially recognized.

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.

2023-09 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures Fiscal 2026 The FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates, as well as additional disaggregation of taxes paid.

The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes.

ASU 2023-09 is effective for the Company in fiscal 2026.

The amendments may be applied prospectively or retrospectively, and early adoption is permitted.

The Company will adopt the standard and make the additional required disclosures beginning in the first quarter of fiscal 2026.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

Fiscal 2025 The FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require that a public entity discloses, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

Annual disclosures are required for the Company in fiscal 2025.

Interim disclosures are required for periods within fiscal years beginning in the first quarter of fiscal 2026.

Retrospective application is required for all prior periods presented, and early adoption is permitted.

The Company will adopt the standard and make the additional required disclosures beginning in the fourth quarter of fiscal 2025.

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1 unchanged sentence

($ in millions, except per share data)

BUSINESS COMBINATIONS, ASSET ACQUISITIONS AND DIVESTITURES

Business Combinations and Asset Acquisitions

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 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.

Therefore, the related revenues generated and expenses incurred by such subsidiaries will be reported in the Company’s Consolidated Statements of Operations.

The KKW Purchase Agreement also gives the Company an option to acquire, and the sellers the option to compel the Company to acquire, an additional 31 % of the outstanding equity of KKW Holdings (the “KKW Call Option” and “KKW Put Option”, respectively).

The seller’s ability to exercise the KKW Put Option is contingent upon the achievement of certain contractually defined targets.

The KKW Call Option and KKW Put Option expire on the seventh anniversary of the KKW Collaboration Agreement.

Future exercise of the KKW Call Option or KKW Put Option has been deemed by the Company to be remote.

However, if exercise were to occur such exercise may result in a material cash outflow for the Company.

The purchase consideration paid for the equity interest, the KKW Call Option and rights under the KKW Collaboration Agreement was $ 200.0 and was allocated as follows using a relative fair value approach at the acquisition date:

Estimated fair value Estimated useful life (in years)

KKW Collaboration Agreement $ 180.6 20

20 % equity interest in KKW Holdings

Total purchase consideration $ 200.0

The initial fair value of the KKW Collaboration Agreement and the Company’s 20 % equity investment were estimated using an income approach.

The Company accounts for its 20 % investment in the equity of KKW Holdings under the equity method.

The initial fair value of the KKW Collaboration Agreement is recognized within Other intangible assets, net and the Company’s equity investment in KKW Holdings is recognized within Equity investments, each within the Consolidated Balance Sheets.

The fair value of the KKW Call Option was deemed to be de minimis.

Business Divestitures

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

Wella Business

On November 30, 2020, the Company completed the strategic transaction with Kohlberg Kravis Roberts & Co.

and its affiliates (“KKR”) for the sale of a majority stake in the Wella Business (see Note 3—Discontinued Operations).

Following the sale, Coty deconsolidated the Wella Business as KKR owned approximately 60 % of the separately managed business, and the Company owned the remaining 40 %.

DISCONTINUED OPERATIONS

The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40 % of the Wella Company.

As of June 30, 2024, the Company owned a 25.84 % stake in the Wella Company.

See Note 12—Equity Investments for additional information.

Initial cash proceeds received for the sale of the 60 % stake in the Wella Business were $ 2,451.7 (less cash disposed of $ 65.5 , resulted in net cash proceeds of $ 2,386.2 ).

Coty utilized $ 2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities (as defined in Note 15—Debt) on a pro rata basis and reserved $ 500.0 for reinvestment in the Company's business, pursuant to the 2018 Coty Credit Agreement, as amended (as defined in Note 15—Debt).

In connection with the November 30, 2021 amendment to the 2018

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Coty Credit Agreement, the Company received consent from the participating banks to eliminate the requirements to utilize or repay the Reinvestment Balance (as defined in Note 15—Debt).

Additionally, as contemplated in the Sale and Purchase Agreement (as amended) relating to the sale of the Wella Business (the “Wella SPA”), the purchase consideration was subject to further adjustments for other working capital and contractually specified items.

See Note 3—Discontinued Operations for more information.

As a result of the sale of the majority interest in the Wella Business, the Company determined that it no longer had a controlling interest in the Wella Business.

The Company, therefore, deconsolidated its ownership of the Wella Business assets and liabilities and no longer reported the assets and liabilities of the Wella Business in its Consolidated Balance Sheet as of December 1, 2020.

The operations of the Wella Business were consolidated in the results of the Company through the date of sale.

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

Net income from discontinued operations for the year ended June 30, 2022 reflects certain working capital adjustments of $( 6.1 ) net of the related income tax impact of $ 0.4 .

SEGMENT REPORTING

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Reconciliation:

Operating income (loss) from continuing operations $ 543.7 $ 240.9 $ ( 48.6 )

Operating income from continuing operations $ 546.7 $ 543.7 $ 240.9

Interest expense, net 252.0 257.9 224.0

Other income, net ( 419.0 ) ( 409.9 ) ( 43.9 )

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

Other expense (income), net 90.2 ( 419.0 ) ( 409.9 )

Income from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8

& SUBSIDIARIES

23 unchanged sentences

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 , nil and $ 3.0 for the fiscal years ended 2023, 2022 and 2021, respectively.

The Company recognized acquisition-related costs of nil , nil and nil for the fiscal years ended 2024, 2023 and 2022, 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 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.

See Note 4—Business Combinations, Asset Acquisitions and Divestitures for information on the strategic transaction.

The Company recognized divestiture-related costs of nil , nil and $ 14.7 for the fiscal 2024, 2023 and 2022, respectively.

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

See Note 3—Discontinued Operations for information on the strategic transaction.

These costs have been recorded in Acquisition- and divestiture- related costs in the Consolidated Statements of Operations.

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Transformation Plan $ ( 1.2 ) $ ( 6.5 ) $ ( 6.5 )

Other Restructuring — — ( 9.6 )

Current Restructuring Actions 37.9 — —

Total $ 36.7 $ ( 6.5 ) $ ( 6.5 )

13 unchanged sentences

Fiscal 2023 ( 6.5 ) — — ( 6.5 )

Fiscal 2024 ( 2.5 ) — — ( 2.5 )

Cumulative through June 30, 2024 209.4 ( 1.6 ) 6.5 214.3

The related liability balance and activity of restructuring costs for the Transformation Plan restructuring costs are presented below:

The related liability balance and activity of restructuring costs for the Transformation Plan are presented below:

Severance and

3 unchanged sentences

Payments ( 3.0 ) ( 3.0 )

Changes in estimates ( 11.1 ) ( 11.1 )

Changes in estimates and reclassification (a)

( 2.7 ) ( 2.7 )

Effect of exchange rates 0.2 0.2

Balance—June 30, 2024 $ 4.7 $ 4.7

The Company currently estimates that the total remaining accrual of $ 10.0 will result in cash expenditures of approximately $ 8.9 and $ 1.1 in fiscal 2024 and thereafter, respectively.

Other Restructuring

The Company executed a number of other restructuring activities in prior years, which are substantially completed.

The Company recognized expenses (income) of $ 0.0 , $ 0.0 , and $( 9.6 ) in fiscal 2023, 2022 and 2021, respectively, which have been recorded in Corporate.

The related liability balances were $ 0.0 at both June 30, 2023 and June 30, 2022.

(a) Including certain reclassification to Current Restructuring Actions.

The Company currently estimates that the total remaining accrual of $ 4.7 will result in cash expenditures of approximately $ 4.6 and $ 0.1 in fiscal 2025 and 2026 and thereafter, respectively.

Current Restructuring Actions

The Company continues to analyze its cost structure and evaluate opportunities to streamline operations through a range of smaller initiatives and other cost reduction activities to optimize operations in select parts of the business and markets.

The Company has incurred cumulative restructuring charges of $ 39.2 related to approved initiatives through June 30, 2024, which have been recorded in Corporate.

The liability balances were $ 37.9 (including certain actions that were accrued during fiscal 2023) and nil at June 30, 2024 and June 30, 2023, respectively.

The Company currently estimates that the total remaining accrual of $ 37.9 will result in cash expenditures of approximately $ 25.1 and $ 12.8 in fiscal 2025 and 2026 and thereafter, respectively.

TRADE RECEIVABLES—FACTORING

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Factoring fees paid under these arrangements were $ 10.3 , $ 8.5 and $ 3.0 in fiscal 2024, 2023 and 2022, respectively, which were recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Cash received from the selling of receivables are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Receivables Purchase Agreement

On March 19, 2019, the Company entered into an Uncommitted Receivables Purchase Agreement (the “Receivables Purchase Agreement”) with a financial institution, with an aggregate facility limit of $ 150.0 .

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

Cash received from the selling of

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

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

receivables are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Receivables Purchase Agreement

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.

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.

44 unchanged sentences

During fiscal 2024, 2023 and 2022, the Company recorded asset impairment charges of $ 1.7 , $ 4.3 and $ 2.4 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

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.

The fiscal 2024, 2023, and 2022 impairment charges primarily related to the abandonment of machinery and equipment, the abandonment of distribution equipment and IT software, the abandonment of computer software, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

2 unchanged sentences

During fiscal years 2024, 2023, and 2022, 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.

During fiscal years 2024, 2023, and 2022, the Company recorded total impairments of nil , nil and $ 31.4 , respectively, on indefinite-lived other intangible assets.

Additionally, the Company recorded no impairments on finite-lived other intangible assets during fiscal years 2024, 2023, and 2022.

& SUBSIDIARIES

31 unchanged sentences

Changes during the year ended June 30, 2023

Impairment charges (a)

( 31.4 ) ( 31.4 )

Foreign currency translation 14.2 14.2

8 unchanged sentences

Net balance at June 30, 2024 944.6 944.6

(a) During fiscal 2022, the Company recognized asset impairment charges of $ 31.4 relating to the Max Factor and Bourjois trademarks.

Intangible assets subject to amortization are presented below:

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Intangible assets subject to amortization are amortized principally using the straight-line method and have the following weighted-average remaining lives:

License and collaboration agreements 20.2 years

Customer relationships 15.4 years

Trademarks 14.9 years

Product formulations and technology 21.3 years

License and collaboration agreements 19.4

Customer relationships 15.3

Trademarks 14.4

Product formulations and technology 20.3

As of June 30, 2024, the remaining weighted-average life of all intangible assets subject to amortization is 18.9 years.

17 unchanged sentences

(a) On January 4, 2021, the Company completed its purchase of 20 % of the outstanding equity of KKW Holdings.

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

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 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 %.

During the years ended 2024, 2023 and 2022, the Company recognized $ 3.3 , $ 3.7 and $ 3.6 , respectively, representing its share of the investee’s net loss and the amortization of basis differences in Other expense (income), net within the Consolidated Statements of Operations.

(b) As of June 30, 2024 and 2023, the Company's stake in Wella was 25.84 % and 25.85 %, respectively.

The following table presents summarized financial information of the Company’s equity method investees for the years ended June 30, 2024 and 2023.

5 unchanged sentences

Gross profit 1,732.8 1,616.2

Operating income (loss) 163.6 91.9

Operating income 42.7 163.6

Loss before income taxes ( 176.4 ) ( 33.6 )

11 unchanged sentences

($ 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.

As of June 30, 2024, the Wella Company had 30.0 million shares of issued common stock, of which Coty held 25.84 %.

The Wella Company had total equity inclusive of redeemable preferred stock of $ 1,798.8 as of June 30, 2024.

42 unchanged sentences

Total accrued expenses and other current liabilities $ 1,067.3 $ 1,042.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2024 June 30,

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2026 Euro Senior Secured Notes due April 2026 748.1 761.0

2027 Euro Senior Secured Notes due May 2027 534.3 —

2028 Euro Senior Secured Notes due September 2028 534.3 —

2029 Dollar Senior Secured Notes due January 2029 500.0 500.0

2030 Dollar Senior Secured Notes due July 2030 750.0 —

2018 Coty Credit Agreement

2023 Coty Revolving Credit Facility due July 2028 — —

2021 Coty Revolving Credit Facility due April 2025 — 228.9

4 unchanged sentences

Brazilian Credit Facility — 31.9

Other long-term debt and finance lease obligations 7.1 0.1

Finance lease obligations 4.3 7.1

Total debt 3,913.7 4,281.6

1 unchanged sentence

Total Long-term debt 3,910.7 4,223.7

Unamortized financing fees ( 29.8 ) ( 41.8 )

Discount on long-term debt ( 15.7 ) ( 24.6 )

Unamortized financing fees and discounts on long-term debt ( 68.9 ) ( 45.5 )

Total Long-term debt, net $ 3,841.8 $ 4,178.2

2 unchanged sentences

Total available lines of credit were $ 59.4 and $ 49.2 , of which nil and nil were outstanding at June 30, 2024 and 2023, respectively.

Interest rates on

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ 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 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 4.7 % to 12.4 % and from 4.8 % to 16.4 % as of June 30, 2024 and 2023, respectively.

1 unchanged sentence

In addition, the Company had undrawn letters of credit of $ 4.1 and $ 7.2 and bank guarantees of $ 18.4 and $ 16.3 as of June 30, 2024 and 2023, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Long-Term Debt

5 unchanged sentences

Fiscal 2024 and 2023

2027 Euro Senior Secured Notes May 2027 € 500.0 4.50 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024

4.50 % N/A (b)

Payable in full at maturity date

2028 Euro Senior Secured Notes September 2028 € 500.0 5.75 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024

5.75 % N/A (b)

Payable in full at maturity date

2030 Dollar Senior Secured Notes July 2030 $ 750.0 6.625 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2024

6.625 % N/A (b)

Payable in full at maturity date

2023 Coty Revolving Credit Facility (f) (g)

July 2028 $ 1,670.0 and € 300.0

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)

1.50 % N/A (b)

Payable in full at maturity date

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

4 unchanged sentences

1.75 % N/A (b)

Payable in full at maturity date

Replaced by 2023 Coty Revolving Credit Facility

Brazilian Credit Facilities - October 2023

1 unchanged sentence

3.48 % N/A (b)

Payable in full at maturity date

Brazilian Credit Facilities - September 2023 September 2023 $ — 3.74 % per annum, payable quarterly in arrears beginning on June 30, 2022

3.74 % N/A (b)

Repaid in full

5 unchanged sentences

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)

April 2025 $ — 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 (g)

April 2025 € 430.6

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

April 2025 € — SOFR (a) plus a margin of 2.50 % per annum (d)

2.50 % 0.25 %

6 unchanged sentences

(d) The selection of the applicable one, two, three, six or twelve month interest rate for the period is at the discretion of the Company.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(e) The Company will pay to the Revolving Credit Facility lenders an unused commitment fee calculated at a rate ranging from 0.10 % to 0.35 % per annum, based on the Company’s total net leverage ratio (d) .

As of June 30, 2024 and 2023, 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.

(f) As a result of the amendments entered into in fiscal 2024, the 2021 Coty Revolving Credit Facility was refinanced and replaced by the 2023 Coty Revolving Credit Facility due July 11, 2028 (as described below).

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

Fiscal 2024 Developments

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”) in a private offering.

Coty received net proceeds of $ 740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down the outstanding balance of the U.S.

dollar and euro portions of the 2018 Coty Term B Facility, as defined below, by $ 715.5 and € 22.6 million (approximately $ 25.1 ), respectively, in addition to related fees and expenses to this offering.

See the 2018 Term B Facility Repayment section below for discussion of the final repayment of the 2018 Term B Facility .

On September 19, 2023, the Company issued an aggregate principal amount of € 500.0 million of 5.750 % senior secured notes due 2028 ("2028 Euro Senior Secured Notes") in a private offering.

Coty received net proceeds of € 493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down a portion of the borrowings outstanding under the 2023 Coty Revolving Credit Facility, without a reduction in commitment.

Coty used cash on hand to pay the related fees and expenses to this offering.

On May 30, 2024, the Company issued an aggregate principal amount of € 500.0 million of 4.50 % senior secured notes due 2027 ("2027 Euro Senior Secured Notes") in a private offering.

Coty received net proceeds of € 493.7 million in connection with the offering of the 2027 Euro Senior Secured Notes.

The net proceeds received from this offering were utilized to redeem the remaining $ 323.0 of existing 2026 Dollar Notes.

The remaining net proceeds from this offering were utilized to pay down a portion of the borrowings outstanding under the 2023 Coty Revolving Credit Facility, without a reduction in commitment.

Coty used a combination of proceeds from the issuance and cash on hand to pay fees and expenses associated with this offering.

Cash Tender Offers

On December 7, 2023, the Company completed its previously announced cash tender offers and redeemed $ 150.0 of the Company's 2026 Dollar Notes (as defined below) and $ 250.0 of the Company's 2026 Dollar Senior Secured Notes (as defined below).

Refinancing Amendment

On July 11, 2023, the Company entered into an amendment to the 2018 Coty Credit Agreement that (i) refinanced all of the existing $ 2,000.0 of revolving credit commitments and the outstanding loans made pursuant thereto (the "2021 Coty Revolving Credit Facility") with two new tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $ 1,670.0 available in U.S.

dollars and certain other currencies and the other in an aggregate principal amount of € 300.0 million available in euros, maturing in July 2028 (together, the "2023 Coty Revolving Credit Facility"), (ii) provided for a credit spread adjustment of 0.10 % for all interest periods, with respect to Secured Overnight Financing Rate ("SOFR") loans, (iii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iv) provided that certain covenants will cease to apply during a collateral release period.

2018 Term B Facility Repayment

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

Paydown of Brazilian Credit Facility

On October 5, 2023, a wholly-owned subsidiary of the Company utilized cash on hand to fully paid down the U.S.

Dollar-denominated credit facility in Brazil in the amount of $ 31.9 .

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

Recent Developments

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").

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”).

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

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 ).

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 Secured Notes, the “Senior Secured Notes”).

On June 16, 2021, the Company issued an aggregate principal amount of € 700.0 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 in connection with the offering of the 2026 Euro Senior Secured Notes.

On November 30, 2021, the Company issued an aggregate principal amount of $ 500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes" and, together with the 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2027 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, the “Senior Secured Notes”).

Coty received gross proceeds of $ 500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

See the above Recent Developments section for the issuances of the 2027 and 2028 Euro Senior Secured Notes, and 2030 Dollar Senior Secured Notes.

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

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

The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral.

For the 2027 Euro Senior Secured Notes, the 2028 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security and certain covenants will be released upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies.

Optional Redemption

Applicable Premium

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

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, September 15, 2025 for the 2028 Euro Senior Secured Notes, May 15, 2026 for the 2027 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes, and July 15, 2026 for the 2030 Dollar Senior Secured Notes (the "Early Redemption Dates").

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

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

(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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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

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

1 unchanged sentence

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

For the period beginning 2026 Dollar Senior Secured Notes 2026 Euro Senior Secured Notes 2029 Dollar Senior Secured Notes

Year April 15, January 15,

2024 101.250 % 100.969 % N/A

2025 100.000 % 100.000 % 102.375 %

For the period beginning 2026 Dollar Senior Secured Notes 2026 Euro Senior Secured Notes 2027 Euro Senior Secured Notes 2028 Euro Senior Secured Notes 2029 Dollar Senior Secured Notes 2030 Dollar Senior Secured Notes

Year April 15, May 15, November 15, September 15 January 15, July 15,

2025 100.000 % 100.000 % N/A N/A 102.875 % 102.375 % N/A

2026 N/A N/A 102.250 % 100.000 % 101.438 % 101.188 % 103.313 %

2027 and thereafter N/A N/A 100.000 %

2027 N/A N/A 100.000 % N/A 100.000 % 100.000 % 101.656 %

2028 and thereafter N/A N/A N/A N/A 100.000 % 100.000 % 100.000 %

2018 Coty Credit Agreement

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

On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended most recently in July 2023.

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

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

dollars and (ii) € 850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of a senior secured revolving facility in an aggregate principal amount of $ 2,000.0 denominated in U.S.

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

dollars (the “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.

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

The obligations of the Company under the 2018 Coty Credit Agreement are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.

dollars and (ii) € 850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of the 2023 Coty Revolving Credit Facility (together with the 2018 Coty Term A Facility and the 2018 Coty Term B Facility, the "Coty Credit Facilities").

See the above Recent Developments section for information on the revolver refinancing made in July 2023.

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

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

The obligations of the Company under the 2018 Coty Credit Agreement, as amended are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement, as amended are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.

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

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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.

No balances remain outstanding under the 2018 Coty Term A Facility or 2018 Coty Term B Facility as of September 30, 2023.

See the above Recent Developments section for information on the prepayments made on the 2018 Coty Term B Facility during the twelve months ended June 30, 2024.

Senior Unsecured Notes

2 unchanged sentences

The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors.

The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such secured indebtedness.

The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Company to the extent of the value of the collateral securing such secured indebtedness.

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

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

The 2026 Dollar Notes will bear interest at a rate of 6.50 % per annum.

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

The 2026 Euro Notes will bear interest at a rate of 4.75 % per annum.

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

The Company 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.

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

The Company redeemed the 2023 Euro Notes on April 15, 2022.

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

See the above Recent Developments section for the redemption of the 2026 Dollar 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, 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 %

As of June 30, 2024, the Company may at any time redeem some or all of the 2026 Euro Notes, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

Year 2026 Euro Notes

2025 and thereafter 100.0000 %

Deferred Issuance Costs

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.

Deferred Financing Costs

The Company wrote off unamortized deferred financing fees and discounts of $ 8.2 , $ 0.8 , and $ 5.1 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

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

Additionally, the Company capitalized deferred financing fees of $ 49.2 , nil , and $ 9.2 , during the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

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

15 unchanged sentences

6.0 Less than 1.50 :1

Pricing Tier Debt Ratings S&P/Moody’s:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Pricing Tier Debt Ratings

(S&P/Fitch/Moody’s):

Alternative Base Rate Margin:

4 unchanged sentences

1.0 BBB+/Baa1 or higher 1.125 % 0.125 %

In the case of the U.S.

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Fair Value of Debt

6 unchanged sentences

Brazilian Credit Facility — — 31.9 32.2

The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the Company has the ability to repay the outstanding principal at par value at any time.

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

10 unchanged sentences

Quarterly Test Period Ending Total Net Leverage Ratio (a)

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

June 30, 2024 through July 11, 2028 4.00 to 1.00

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

(a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended).

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above).

Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company’s Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.

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

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19,

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

As of June 30, 2024, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 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 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, 2024, 2023 and 2022.

12 unchanged sentences

Weighted-average discount rate - real estate leases 4.52 % 4.13 % 3.85 %

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Future minimum lease payments for the Company’s operating leases as of June 30, 2024 are as follows:

11 unchanged sentences

($ in millions, except per share data)

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

Income from continuing operations before income taxes in fiscal 2024, 2023 and 2022 is presented below:

Year Ended June 30,

6 unchanged sentences

2024 2023 2022

Provision (benefit) for income taxes on continuing operations:

Provision for income taxes on continuing operations:

Federal $ 1.2 $ 2.6 $ 6.6

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Total ( 9.8 ) 56.3 12.1

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

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 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 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.

The overall value of the assets and liabilities transferred was negotiated with both the Swiss and Dutch tax authorities and per terms of the agreements, will be reevaluated after three years.

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.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Provision for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8

The reconciliation of the U.S.

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Income (loss) from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8

Provision (benefit) for income taxes at statutory rate $ 148.0 $ 89.6 $ ( 50.4 )

Provision for income taxes at statutory rate $ 42.9 $ 148.0 $ 89.6

State and local taxes—net of federal benefit ( 15.9 ) 2.8 ( 14.9 )

7 unchanged sentences

Russia exit — ( 7.0 ) 24.1

Principal relocation — — ( 234.4 )

Post-divestiture restructuring — — 130.0

Principal relocation revaluation 27.6 — —

Nondeductible Interest Expense 12.1 — —

Swiss Tax Credits-net of valuation allowance ( 37.8 ) — —

Tax Rate Change Deferred Tax Liability Revaluation 24.2 — —

Other ( 7.1 ) ( 4.0 ) 20.3

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

Provision for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8

Effective income tax rate 46.5 % 25.8 % 38.6 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The 20.7 % increase in the effective tax rate in fiscal 2024 from fiscal 2023 was primarily driven by the following items:

• a 17.6 % increase from an increase in valuation allowances recorded on interest expense carryforwards;

• a 13.5 % increase due to changes to the net deferred taxes recognized on the assignment of strategic service functions from Amsterdam to Geneva, as an indirect result of the required revaluation of the original transfer of the main principal location from Geneva to Amsterdam in fiscal 2021;

• a 11.8 % from the revaluation of the Company’s deferred tax liabilities due to a tax rate increase enacted in Switzerland;

• a 11.7 % increase in the foreign tax rate differential impact primarily due to lower fair value gains related to the investment in the Wella business taxed at a lower rate as compared to our U.S.

Federal statutory rate of 21%.

These increases were partially offset by the following decreases:

• a 18.5 % decrease as a result of the issuance of non-refundable income tax credits received from the Swiss Tax Authorities of $ 97.1 .

The Company recorded a benefit for the tax credit of $ 37.8 , net of a valuation allowance;

• a 12.2 % decrease from a reduction of foreign tax audits due to the settlement of foreign tax audits.

The 12.8 % decrease in the effective tax rate in fiscal 2023 from fiscal 2022 was primarily driven by the following items:

• a 6.6 % decrease in tax costs associated with the Company’s exit from Russia in the prior year;

• a 6.6 % decrease from a reduction in permanent differences related to non-deductible expenses and non-deductible foreign exchange losses;

• a 4.8 % decrease as a result of the reduction in the amount of non-deductible executive stock compensation;

• a 3.0 % decrease from a gain on the disposition of business assets (real estate) in the prior period;

• a 1.9 % decrease from a foreign exchange loss recognized on the repatriation of funds in the current year that were previously taxed.

These decreases were partially offset by the following increases:

• a 7.1 % increase in unrecognized tax benefits due to the impact of increasing U.S.

taxation of foreign sourced income;

• a 2.4 % increase in foreign tax rate differential impact primarily due to lower fair value gains related to the investment in the Wella business taxed at a lower rate as compared to our U.S.

Federal statutory rate of 21%.

The Company has significant income in jurisdictions such as Germany, Netherlands, France, and Spain which have statutory tax rates higher than the U.S.

Federal statutory rate of 21%.

The impact of the foreign earnings in higher taxed jurisdictions coupled with U.S.

losses at the statutory tax rate of 21% increases the Company’s effective tax rate.

This jurisdictional mix is expected to have a continuing impact on the effective tax rate.

& 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, 2024 and 2023 are presented below:

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Lease liability 26.0 28.6

Principal relocation lease liability 424.0 434.0

Principal relocation lease 337.7 424.0

Property, plant and equipment 21.1 13.0

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Intangible assets 772.4 817.4

Property, plant and equipment — 9.2

Licensing rights 30.2 27.8

Right of use asset 26.3 28.6

Investment in partnerships 61.1 55.2

Other 17.9 25.3

1 unchanged sentence

Net deferred income tax (liability) asset $ ( 59.1 ) $ ( 69.9 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The expirations of tax loss carry forwards, amounting to $ 482.7 as of June 30, 2024, in each of the fiscal years ending June 30, are presented below:

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The total valuation allowances recorded are $ 151.4 and $ 60.7 as of June 30, 2024 and 2023, respectively.

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.

In fiscal 2024, the change in the valuation allowance was primarily due to The Company recording a valuation allowance on its U.S.

interest expense limitation carryforwards and a valuation allowance on a portion of the Swiss tax credits granted in the current period.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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The Company accrued interest of $( 2.4 ), $ 7.8 and $ 4.2 , respectively, in fiscal 2024, 2023 and 2022.

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

The Company accrued immaterial penalties in fiscal 2024 and no penalties in fiscal 2023, and released penalties of nil in fiscal 2022.

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, 2024 and 2023 is $ 30.2 and $ 33.1 , respectively.

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defined contribution plan was $ 15.6 , $ 13.7 and $ 13.6 , respectively, and the defined contribution expense for the international savings plans was $ 10.9 , $ 9.6 and $ 9.7 , respectively.

Defined contribution expense includes amounts related to discontinued operations, which are not material for any period.

Pension Plans - The Company sponsors contributory and noncontributory defined benefit pension plans covering certain U.S.

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Settlements and Curtailments for Pension Plans

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 $ 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.

The Company recognized curtailment gains of $ 0.1 , $ 0.7 and $ 1.3 during the years ended June 30, 2024, 2023 and 2022, respectively.

Additionally, the Company recognized settlement losses of nil , $ 0.2 , and $ 1.8 of which nil , nil , and $ 1.4 were related to restructuring actions during the years ended June 30, 2024, 2023 and 2022, respectively.

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

Plan Amendments for Pension Plans - There were no significant Plan amendments as of June 30, 2024.

Other Post-Employment Benefit Plans (“OPEB”) - The Company provides certain post-employment health and life insurance benefits for certain employees and spouses principally in the U.S.

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

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

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11 unchanged sentences

Benefits paid ( 1.3 ) ( 1.4 ) ( 15.5 ) ( 14.5 ) ( 1.8 ) ( 1.9 ) ( 18.6 ) ( 17.8 )

New employees transfers in — — 1.0 4.2 — — 1.0 4.2

New employees transfers (out)/in — — ( 0.8 ) 1.0 — — ( 0.8 ) 1.0

Premiums paid — — ( 0.6 ) ( 0.5 ) — — ( 0.6 ) ( 0.5 )

11 unchanged sentences

Benefits paid ( 1.3 ) ( 1.4 ) ( 15.5 ) ( 14.5 ) ( 1.8 ) ( 1.9 ) ( 18.6 ) ( 17.8 )

New employees transfers in — — 1.0 4.2 — — 1.0 4.2

New employees transfers (out)/in — — ( 0.8 ) 1.0 — — ( 0.8 ) 1.0

Premiums paid — — ( 0.6 ) ( 0.5 ) — — ( 0.6 ) ( 0.5 )

7 unchanged sentences

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.

We expect that most of these assets will be paid out over the next few fiscal years.

& SUBSIDIARIES

11 unchanged sentences

Net amount recognized $ ( 12.0 ) $ ( 11.6 ) $ ( 185.2 ) $ ( 178.6 ) $ ( 12.4 ) $ ( 17.4 ) $ ( 209.6 ) $ ( 207.6 )

The projected benefit obligation actuarial loss of $ 8.6 for the fiscal year ended June 30, 2024 was primarily driven by a decrease in discount rates since the fiscal year ended June 30, 2023.

The actuarial loss was partially offset by the asset gain of $ 3.7 as a result of higher than expected asset performance in Germany, Switzerland and Belgium.

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.

During fiscal 2024, the retiree medical and life insurance plan experienced a gain on the liability of $ 4.5 primarily driven by an increase in the discount rate, retirees and spouses waiving medical coverage, and changes in pre-65 medical claim costs.

The gain was slightly offset by increases in the medical trend assumption.

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.

The accumulated benefit obligation for the U.S.

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Net periodic benefit cost $ ( 0.2 ) $ ( 2.2 ) $ 0.9 $ 10.5 $ 11.0 $ 10.7 $ ( 1.7 ) $ ( 0.3 ) $ 1.1 $ 8.6 $ 8.5 $ 12.7

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.

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:

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Recognized net actuarial (gain) loss ( 0.9 ) ( 2.9 ) ( 2.4 ) ( 0.5 ) ( 3.5 ) ( 2.4 ) ( 6.8 ) ( 5.8 )

Prior service credit (cost) — — — — — — — —

Effect of exchange rates — — ( 0.9 ) 2.1 ( 0.1 ) 0.2 ( 1.0 ) 2.3

125 unchanged sentences

Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value.

During September 2019, the Company entered into incremental interest rate swap contracts in the notional amount of $ 1,000.0 , which extended the maturity of the interest rate swap portfolio from 2021 through 2023.

In fiscal 2021 and 2022, the Company terminated certain existing interest rate swaps with notional amounts of $ 700.0 and $ 200.0 in exchange for cash payments of $ 4.9 and $ 1.9 , respectively.

The related losses from these terminations are included in Interest expense, net, within the Consolidated Statement of Operations.

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 and were highly effective.

In fiscal 2022, the Company terminated certain existing interest rate swaps with notional amounts of $ 200.0 in exchange for cash payment of $ 1.9 .

The related loss from this termination is included in Interest expense, net, within the Consolidated Statement of Operations.

As of June 30, 2023, the Company had interest rate swap contracts designated as effective hedges in the notional amount of $ 200.0 , which were fully terminated in December 2023 for a cash receipt of $ 2.1 .

The Company had no outstanding interest rate swap contracts as of June 30, 2024.

As the forecasted interest expense under the original swap agreements is still probable, the related gain in accumulated other comprehensive income (loss) ("AOCI/L") will be amortized over the remaining life of the swaps.

These interest rate swaps had been designated and qualified as cash flow hedges and were highly effective prior to termination.

Net Investment Hedge

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Forward Repurchase Contracts

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.

In June 2022, December 2022, and November 2023, the Company entered into certain forward repurchase contracts to start hedging for potential $ 200.0 , $ 196.0 , and $ 294.0 share buyback programs, in 2024, 2025, and 2026, respectively.

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

In February 2024, the Company elected to physically settle the June 2022 Forward for a cash payment of $ 200.0 in exchange for 27.0 million shares of its Class A Common Stock.

Refer to Note 21—Equity and Convertible Preferred Stock.

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

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 gain (loss) on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $ 14.6 and $( 12.2 ) as of June 30, 2024 and 2023, 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, 2024 and 2023.

4 unchanged sentences

Interest rate swap contracts ( 0.1 ) 5.4 13.9

Cross-currency swap contracts — — ( 25.1 )

Net investment hedges 26.8 ( 53.9 ) 36.3

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2024 2023 2022

Net Revenues Cost of sales Interest expense, net Net Revenues Cost of sales Interest expense, net Net Revenues Cost of sales Interest expense, net

Cost of sales Interest expense, net Cost of sales Interest expense, net Cost of sales Interest expense, net

Foreign exchange forward contracts:

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Foreign exchange and forward repurchase contracts Other income (expense), net ( 124.2 ) 168.7 18.4

MANDATORILY REDEEMABLE FINANCIAL INTEREST

United Arab Emirates subsidiary

The Company is required under a shareholders agreement to purchase all of the shares held by the noncontrolling interest holder equal to 25 % of the outstanding shares of a certain subsidiary in the United Arab Emirates (the “U.A.E.

subsidiary”) at the termination of the agreement on December 31, 2020.

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

REDEEMABLE NONCONTROLLING INTERESTS

1 unchanged sentence

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.

The Company has the ability to purchase the remaining noncontrolling interest of 25 % on December 31, 2028, with such transaction to close on December 31, 2029 (the “Call right”).

In addition to the Call right feature, the noncontrolling interest holder has the right to sell the noncontrolling interest to the Company on December 31, 2028, with such transaction to close on December 31, 2029 (a “Put right”).

2 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 $ 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.

The Company recognized $ 93.6 and $ 93.5 as the redeemable noncontrolling interest balances as of June 30, 2024 and 2023, respectively.

Middle East Subsidiary

Percentage of redeemable noncontrolling interest 25 %

7 unchanged sentences

As of June 30, 2024, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 867.8 million.

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.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the fiscal years ended June 30, 2024, 2023, and 2022, the Company issued 9.8 , 13.8 , and 3.3 million shares of its Class A Common Stock, respectively, and received $ 13.5 , $ 0.9 , and nil in cash, in connection with the exercise of employee stock options and settlement of RSUs.

On September 29, 2023 and October 2, 2023, the Company issued a total of 33.0 million shares of Class A common stock, par value $ 0.01 per share, at a public offering price of $ 10.80 (or € 10.28 ) per share in a global offering (the “Offering”).

The Company also announced the admission to listing and trading of its Common Stock on the professional segment of the Euronext Paris.

The Company received $ 348.4 from the Offering, net of $ 10.0 of underwriting fees.

Additionally, the Company incurred $ 6.0 in other professional fees.

The underwriting fees and other professional fees incurred in connection with the Offering were incremental costs directly attributable to the issuance and thus were presented as a reduction of Equity in the Consolidated Balance Sheets.

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.

The Company’s Majority Stockholder

During the fiscal years ended June 30, 2024, 2023 and 2022, 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.

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, JAB Beauty B.V.

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

Nabi in connection with her sign-on award of restricted stock units.

(“JAB”), the Company’s largest stock holder, acquired 3.0 , 0.0 and 0.0 million shares, respectively, of Class A Common Stock in the open market.

As of June 30, 2024 JAB may be deemed to beneficially own approximately 55 % of Coty’s Class A Common Stock.

This is inclusive of all voting interests of Mr.

Peter Harf, the Company's Chairman, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr.

Harf, including its shares of Series B Preferred Stock on an if converted basis.

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

On October 29, 2021 and September 18, 2023, JAB completed the transfer of 10.0 million and 5.0 million shares of Common Stock, respectively, to Ms.

Nabi pursuant to an equity transfer agreement.

See Note 22—Share-Based Compensation Plans for additional information.

Series A and A-1 Preferred Stock

Preferred Stock

As of June 30, 2024, total authorized shares of preferred stock are 20.0 million.

There are two classes of Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock, both with a par value of $ 0.01 per share.

As of June 30, 2023, there were 1.0 million shares of Series A and no shares of Series A-1 Preferred Stock authorized, issued and outstanding.

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

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

Generally, the subscription agreements entitle the holder of the vested Series A or Series A-1 Preferred Stock to exchange the Series A or Series A-1 Preferred Stock into either cash or shares of Class A Common Stock, at the election of the Company, at the exchange value.

The exchange value is generally equal to the difference between the 10-day trailing average closing price of a share of Class A Common Stock on the date of exchange and a predetermined hurdle price.

The Series A Preferred Stock generally vests on the fifth anniversary of issuance, subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period.

The Series A-1 Preferred Stock generally vests on graded vesting terms where 60 % of the award granted vests after three years , 20 % of the award granted vests after four years and 20 % of the award granted vests after five years , subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period.

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.

& 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

March 27, 2017 (a) (b)

Series A 1.0 1.0 $ 22.39

(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.

(b) This grant was sold to Lambertus J.H.

Series A Preferred Stock

As of June 30, 2024, there were 1.0 million shares of Series A Preferred Stock, par value of $ 0.01 per share, authorized, issued and outstanding.

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

On March 27, 2017 a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H.

Becht”), the Company’s former Chairman of the Board.

Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder may exchange the vested shares after the fifth anniversary of the date of issuance.

The Company requires shareholder approval in order to settle the exchange in shares of Class A Common Stock.

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

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.

Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance.

This exchange right expired on March 27, 2024.

The Company has the right to redeem the Series A Preferred Stock ( 1.0 million shares) at a redemption price of $ 0.01 per share.

The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms.

An (income) expense of $( 0.8 ), $ 0.2 , and $( 0.2 ) was recorded during fiscal 2024, 2023 and 2022, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2024 and 2023, the Company classified nil and $ 0.8 , respectively, 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 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.

In 2020, the Company completed the issuance and sale to KKR Aggregator of 1.0 million shares of Convertible Series B Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $ 1,000 per share.

On August 27, 2021, KKR Aggregator and affiliated investment funds sold 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.

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 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.

The Series B Preferred Stock rank senior to the Company’s Common Stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company.

The Series B Preferred Stock has a liquidation preference of $ 1,000 per share, representing an aggregate liquidation preference of $ 1,000.0 upon issuance.

Holders of the Series B Preferred Stock are entitled to the dividend at the rate of 9 % per annum, accruing daily and payable quarterly in arrears.

The dividend rate will increase by a 1 % on the seven-year anniversary of the Closing Date and shall increase by an additional 1 % on each subsequent anniversary up to a total of 12 %.

If the Company does not declare and pay a dividend on the Series B Preferred Stock on any dividend payment date, the dividend rate will increase by 1 % per annum until all accrued but unpaid dividends have been paid in full.

Dividends will be payable in cash, or by increasing the amount of accrued dividends on Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company.

Accrued and unpaid dividends are not payable in shares unless the Series B Preferred Stock is converted to Common Stock.

Conversion Features.

The Series B Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock at an initial conversion price of $ 6.24 per share of Series B Preferred Stock and an initial conversion rate of 160.2564 shares of Common Stock per share of Series B Preferred Stock.

At any time after the third anniversary of the closing date, if the volume weighted average price of the Common Stock exceeds $ 12.48 per share for at least 20 trading dates in any period of 30 consecutive trading days, at the election of the Company, all or any portion of the Series B Preferred Stock will be convertible into the relevant number of shares of Common Stock.

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

During the twelve months ended June 30, 2024, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of

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($ 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.

Holders of Series B Preferred Stock are entitled to vote with holders of Common Stock on an as-converted basis, subject to the Ownership Limitation as defined in the Investment Agreement.

Holders of the Series B Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series B Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or equal in priority with, the Series B Preferred Stock, increases or decreases in the number of authorized shares of Series B Preferred Stock, and issuances of shares of the Series B Preferred Stock.

Change of Control Put.

Upon certain change of control events involving the Company holders of Series B Preferred Stock may, at the holder’s election (i) convert their shares of Series B Preferred Stock into Common Stock at the then-current conversion price or (ii) cause the Company to redeem their shares of Series B Preferred Stock in an amount in cash equal to (x) if the change of control occurs on or before the fifth anniversary of the Closing Date, 110 % of the sum of the liquidation preference thereof plus any accrued and unpaid dividends and (y) if the change of control occurs on or after the fifth anniversary of the Closing Date, 100 % of the Redemption Price, provided that in the case of either clause (i) or (ii) above, if such change of control occurs on or before the fifth anniversary of the Closing Date, the Company will also be required to pay the holders of the Series B Preferred Stock a “make-whole” premium.

Participation and Other Pertinent Rights.

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.

$ 13.2 , $ 13.2 and $ 35.2 , paid accrued dividends of $ 13.2 , $ 13.2 and $ 55.8 and converted/exchanged dividends of nil , nil and $ 50.1 , respectively.

As of June 30, 2024 and 2023, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 .

Dividends - Common Stock

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No dividends on Common Stock were declared for the year ended June 30, 2024.

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.

The change in dividends accrued recorded to APIC in the Consolidated Balance Sheet as of June 30, 2024, 2023 and 2022 was nil , $ 0.1 and $ 0.8 , respectively, which represent dividends no longer expected to vest as a result of forfeitures of outstanding restricted stock units (“RSUs”).

In addition, the Company made payments of $ 0.3 and $ 0.7 , of which $ 0.1 and $ 0.2 related to employee taxes, and $ 1.4 for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2024, 2023 and 2022, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Accrued expenses and other current liabilities are $ 0.8 and $ 1.0 as of June 30, 2024 and 2023, respectively.

In addition, accrued dividends of $ 0.0 and $ 0.1 are included in Other noncurrent liabilities as of June 30, 2024 and 2023, respectively.

Treasury Stock - Share Repurchase Program

Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs.

On February 3, 2016, the Board authorized the Company to repurchase up to $ 500.0 of its Class A Common Stock, and on November 13, 2023, the Board increased the Company’s share repurchase authorization by an additional $ 600.0 (the “Share Repurchase Program”).

Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions.

As of June 30, 2024, the Company has $ 796.8 remaining under the Share Repurchase Program.

In June 2022, December 2022, and November 2023, 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 , $ 196.0 , and $ 294.0 share buyback programs in 2024, 2025, and 2026, respectively.

In connection with the June 2022, December 2022, and November 2023 Forward transactions, the Company incurred certain execution fees of $ 2.0 , $ 2.0 , and $ 2.9 , respectively, which were recognized as a premium to the forward price recorded at inception and amortized ratably over the contract periods.

In February 2024, the Company elected to physically settle the June 2022 Forward for a cash payment of $ 200.0 in exchange for 27.0 million shares of its Class A Common Stock.

The fair value of the shares repurchased was approximately $ 350.6 , which was recorded as an increase to Treasury stock in the Consolidated Balance Sheets and Consolidated Statements of Equity.

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

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

The weighted average interest rate plus applicable spread for the December 2022 and November 2023 Forward transactions were 9.8 % and 8.2 %, respectively, as of June 30, 2024.

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

In addition, as part of the November 2023 Forward transaction, the Counterparties purchased 25.0 million shares of the Company’s Class A Common Stock.

These Forward agreements require the Company to:

(i) repurchase the shares on or before December 15, 2024 and December 31, 2025, respectively, at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”);

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

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

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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 expense (income), net in the Consolidated Statement of Operations.

The fair values of the Company’s Forwards were $( 12.4 ) and $ 219.8 as of June 30, 2024 and 2023, 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.

Accumulated Other Comprehensive (Loss) Income

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Ending balance at June 30, 2024 $ 2.1 $ ( 23.0 ) $ ( 823.0 ) $ 48.8 $ ( 795.1 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) Amortization of actuarial gains of $ 7.1 and $ 6.1 , net of taxes of $ 1.8 and $ 1.5 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2024 and 2023, respectively (see Note 18—Employee Benefit Plans).

Treasury Stock - Share Repurchase Program

Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs.

On February 3, 2016, the Board authorized the Company to repurchase up to $ 500.0 of its Class A Common Stock (the “Incremental Repurchase Program”).

Such repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions.

As of June 30, 2023, the Company has $ 396.8 remaining under the Incremental Repurchase Program.

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

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

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

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

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

The weighted average interest rate plus applicable spread for the June and December 2022 Forward transactions were 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”);

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.

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

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 Condensed 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, PRSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased.

The Company has various share-based compensation programs (“the Compensation Plans”) under which awards, including non-qualified stock options, Series A 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, 2024, 114.5 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans.

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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.

The share-based compensation for equity plans is estimated and fixed at the grant date, based on the estimated fair value of the award.

Series A Preferred Stock is accounted for partially as equity and partially using liability plan accounting to the extent the award is expected to be settled in cash.

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.

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

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$ 88.5 $ 134.7 $ 195.4

Equity plan modified and cash settled — — 0.9

Liability plan expense (income) 1.2 0.1 1.6

Liability plan expense 0.3 1.2 0.1

Fringe expense 3.0 1.7 2.3

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$ 91.8 $ 137.6 $ 197.8

Income tax benefits recognized in earnings related to share-based compensation $ 3.0 $ 2.2 $ 1.6

Excess tax benefits related to share-based compensation $ 1.1 $ — $ 0.2

(a) Equity plan shared-based compensation expense of $ 88.5 , $ 134.7 , and $ 195.4 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the fiscal years ended June 30, 2024, 2023, and 2022, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

See Note 25 -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.

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.

The share-based compensation expense for fiscal 2024, 2023 and 2022 of $ 91.8 , $ 137.6 and $ 197.8 , respectively, includes $ 91.8 , $ 138.7 and $ 202.0 expense for the respective period offset by nil , $( 1.1 ) and $( 4.2 ) of income for the respective periods primarily due to significant executive forfeitures of share-based compensation instruments.

As of June 30, 2024, the total unrecognized share-based compensation expense related to unvested stock options, PRSUs, and restricted stock units and other share awards is $ 0.1 , $ 30.3 and $ 134.7 , respectively.

The unrecognized share-based compensation expense related to unvested stock options, PRSUs, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 0.38 , 2.18 and 3.30 years, respectively.

Non-Qualified Stock Options

During fiscal 2023, 2022 and 2021, the Company granted 0.0 million , non-qualified stock option awards.

During fiscal 2024, 2023 and 2022, the Company granted nil, 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.

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Of the 3.6 million stock options outstanding at June 30, 2024, 1.7 million vest on the fifth anniversary of the grant date and 1.9 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, 2024, the grant prices of the outstanding options ranged from $ 11.08 to $ 19.17 , and the grant prices for exercisable options ranged from $ 11.08 to $ 19.17 .

A summary of the aggregated intrinsic value of stock options exercised for fiscal 2023 is presented below:

Intrinsic value of options exercised $ 0.1

The total intrinsic value of stock options vested and exercised during fiscal 2024, 2023 and 2022 was $ 1.2 , $ 0.1 and nil .

The Company’s non-vested non-qualified stock options as of June 30, 2024 and activity during the fiscal year then ended are presented below:

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The share-based compensation expense recognized on the non-qualified stock options was $ 0.3 , $ 1.3 and $( 0.9 ) during fiscal 2024, 2023 and 2022, respectively.

Executive Ownership Programs

The Company encourages executive stock ownership through various programs.

These programs govern shares of Class A Common Stock purchased by employees (“Purchased Shares”).

Employees purchased 0.0 million , 0.0 million and 0.1 million shares in fiscal 2023, 2022 and 2021, respectively, and received matching non-qualified stock options or RSUs in accordance with the terms of the Compensation Plans under the Omnibus Long-Term Incentive Plan (“Omnibus LTIP”).

There was no share-based compensation expense recorded in connection with Purchased Shares for fiscal 2023, 2022 and 2021.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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.

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, 2024, 2023 and 2022 and the Company recognized an (income) expense of $( 0.8 ), $ 0.2 and $( 0.2 ) in fiscal 2024, 2023 and 2022, respectively.

See Note 21—Equity and Convertible Preferred Stock for additional information.

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The fair value of the Company’s outstanding Series A Preferred Stock were estimated with the following assumptions.

2023 2022 2021

Expected life, in years 0.74 years 1.74 years 2.74 years

Expected life, in years 0.74 years 1.74 years

Expected volatility 66.31 % 65.57 %

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Dividend yield on Class A Common Stock — % 1.56 %

Pursuant to the Series A Preferred Stock subscription agreement dated March 27, 2017, the vested Series A Preferred Stock expired on March 31, 2024.

As such, the fair value of the outstanding Series A Preferred Stock was zero and no valuation was performed.

Expected life, in years - The expected life represents the period of time (years) that Series A Preferred Stock granted are expected to be outstanding, which the Company calculates using a formula based on the contractual life of the respective Series A Preferred Stock.

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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, 2024 and activity during the fiscal year then ended are presented below:

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Exercisable — $ — $ — —

The Company’s non-vested shares of Series A Preferred Stock as of June 30, 2023 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

Non-vested at July 1, 2022 0.2 $ 3.65

Forfeited ( 0.2 ) 3.65

Non-vested at June 30, 2023 — $ —

The Company has no non-vested shares of Series A Preferred Stock as of June 30, 2024 or 2023.

Long-term Equity Program for CEO

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

The Award will vest and settle in 10,000,000 shares of the Company’s Class A Common Stock, par value $ 0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, 2023, subject to her continued employment through each such date.

The Company will recognize approximately $ 280.2 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date.

The Award vested and settled in 10.0 million shares of the Company’s Class A Common Stock, par value $ 0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, 2023.

The Company recognized the share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date.

The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

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, 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:

In connection with this Award, on October 29, 2021 and September 18, 2023, JAB, the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., completed the transfer of 10.0 million and 5.0 million shares of Class A Common Stock, respectively, to Ms.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On August 31, 2023 and 2022, the Company issued 5.0 million and 10.0 million shares of Class A Common Stock, respectively, to Ms.

Nabi in connection with the third and second vesting of the Award.

Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted Ms.

Nabi a one-time award of 10,416,667 RSUs and will grant a total of 10,416,665 PRSUs in five equal tranches over the next five years .

These two awards will vest periodically over the next seven years in accordance with the terms discussed below.

Nabi's 10,416,667 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $ 0.01 per share over five years on the following vesting schedule:

(i) 15 % on September 1, 2024, (ii) 15 % on September 1, 2025, (iii) 20 % on September 1, 2026, (iv) 20 % on September 1, 2027;

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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.

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.

The first tranche of Ms.

Nabi's PRSU award of 2,083,333 shares shall fully vest on September 1, 2026, subject to the achievement of three-year performance objectives determined by the Board on September 28, 2023 (the grant date) and subject to Ms.

Nabi’s continued employment.

The 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 next four tranches of 2,083,333 PRSUs will be granted on or around each September 1 of 2024 through 2027, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the event that JAB and Ms.

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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.

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 2024, 2023 and 2022, 4.1 million, 17.2 million and 4.6 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.

7 unchanged sentences

Vested and expected to vest at June 30, 2024 19.5 $ 195.7 2.85

The share-based compensation expense recorded in connection with the RSUs was $ 131.9 , $ 197.2 and $ 26.1 during fiscal 2023, 2022 and 2021, respectively.

The share-based compensation expense recorded in connection with the RSUs and other share awards was $ 78.5 , $ 131.9 and $ 197.2 during fiscal 2024, 2023 and 2022, respectively, of which $ 36.5 , $ 96.6 and $ 170.9 related to Ms.

Nabi's award, as described above.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding and non-vested RSUs as of June 30, 2024 and activity during the fiscal year then ended are presented below:

7 unchanged sentences

Performance Restricted Stock Units

During fiscal 2023, 1.2 million PRSUs were granted under the Omnibus LTIP.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During fiscal 2024 and 2023, 4.0 million and 1.2 million PRSUs were granted under the Omnibus LTIP, respectively.

The Company’s outstanding PRSUs as of June 30, 2024 and activity during the fiscal year then ended are presented below:

2 unchanged sentences

Outstanding at July 1, 2023 1.2

Cancelled ( 0.1 )

Outstanding at June 30, 2024 5.1

Vested and expected to vest at June 30, 2024 4.4 43.9 2.05

The share-based compensation expense recorded in connection with the PRSUs was $ 1.5 during fiscal 2023.

The share-based compensation expense recorded in connection with the PRSUs was $ 10.7 , $ 1.5 and nil during fiscal 2024, 2023 and 2022, respectively, of which $ 5.4 , nil and nil related to Ms.

Nabi's award, as described above.

The Company’s outstanding and non-vested PRSUs as of June 30, 2024 and activity during the fiscal year then ended are presented below:

2 unchanged sentences

Granted 4.0 10.53

Cancelled ( 0.1 ) 7.86

Outstanding and nonvested at June 30, 2024 5.1 $ 9.66

The total intrinsic value of PRSUs vested and settled during fiscal 2023 was $ 0.0 .

The total intrinsic value of PRSUs vested and settled during fiscal 2024, 2023 and 2022 was nil .

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.

During fiscal 2024, 2023 and 2022, 0.3 million, 0.4 million, and 0.3 million, restricted stock awards were granted under the Omnibus LTIP, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding restricted stock as of June 30, 2024 and activity during the fiscal year then ended are presented below:

3 unchanged sentences

Settled ( 0.5 )

Cancelled ( 0.5 )

Outstanding at June 30, 2024 —

Vested and expected to vest at June 30, 2024 — $ — —

& 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 $ 3.1 , $ 2.7 , $ 1.8 during fiscal 2024, 2023 and 2022, respectively.

Due to significant executive forfeitures, 0.5 million shares of restricted stock were cancelled and reclassified as Treasury Stock.

The Company’s outstanding and non-vested restricted stock as of June 30, 2024 and activity during the fiscal year then ended are presented below:

3 unchanged sentences

Vested ( 0.5 ) 9.19

Cancelled ( 0.5 ) 8.09

Outstanding and nonvested at June 30, 2024 — $ —

19 unchanged sentences

Net income (loss) attributable to Coty Inc.

is adjusted through the application of the two-class method of income per share to reflect a portion of the periodic adjustment of the redemption value in excess of fair value of the redeemable noncontrolling interests.

There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2023, 2022 and 2021.

In addition, there are no participating securities requiring the application of the two-class method of income per share.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2024, 2023 and 2022.

In addition, there are no participating securities requiring the application of the two-class method of income per share.

Reconciliation between the numerators and denominators of the basic and diluted EPS computations is presented below:

10 unchanged sentences

Weighted-average common shares outstanding—Basic 874.4 849.0 820.6

Effect of dilutive stock options and Series A/A-1 Preferred Stock (a)

Effect of dilutive stock options and Series A Preferred Stock (a)

Effect of restricted stock, PRSUs and RSUs (b)

8.9 13.8 13.5

Effect of Convertible Series B Preferred Stock (c)

2 unchanged sentences

Earnings (losses) per common share

Earnings (losses) from continuing operations per common share - basic $ 0.58 $ 0.07 $ ( 0.22 )

Earnings from continuing operations per common share - basic $ 0.09 $ 0.58 $ 0.07

Earnings (losses) from continuing operations per common share - diluted (e)

$ 0.09 $ 0.57 $ 0.07

Earnings (losses) from discontinued operations - basic $ 0.00 $ 0.01 $ ( 0.18 )

Earnings (losses) from discontinued operations - diluted $ 0.00 $ 0.01 $ ( 0.18 )

Earnings from discontinued operations - basic $ 0.00 $ 0.00 $ 0.01

Earnings from discontinued operations - diluted $ 0.00 $ 0.00 $ 0.01

Earnings (losses) per common share - basic $ 0.09 $ 0.58 $ 0.08

1 unchanged sentence

$ 0.09 $ 0.57 $ 0.08

(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, 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.

(a) As of June 30, 2024, 2023, and 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 2.8 million, 4.8 million, and 8.3 million weighted average anti-dilutive shares of Common Stock, respectively, were excluded from the computation of diluted EPS.

(b) As of June 30, 2024, 2023, and 2022, there were 1.0 million, 3.2 million, and 1.6 million weighted average anti-dilutive RSUs, respectively, were excluded from the computation of diluted EPS.

(c ) As of June 30, 2024 and 2022, there were 23.7 million and 65.4 million dilutive shares of Convertible Series B Preferred Stock, respectively, were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

(d) For the twelve months ended June 30, 2024, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

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.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

cash of $ 73.4 , $( 101.8 ), and $ 0 , respectively, if dilutive, for the twelve months ended June 30, 2024, 2023, and 2022 on net income applicable to common stockholders during the period.

LEGAL AND OTHER CONTINGENCIES

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As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

Certain Litigation .

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 was captioned Massachusetts Laborers’ Pension Fund v.

Harf et al., Case No.

2019-0336-AGB.

On June 14, 2019, plaintiffs in the consolidated action filed a Verified Amended Class Action and Derivative Complaint (“Amended Complaint”).

After defendants responded to the Amended Complaint, on October 21, 2019, plaintiffs filed a Verified Second Amended Class Action and Derivative Complaint (the “Second Amended Complaint”), alleging that the directors and JAB Holding Company S.à r.l., JAB Holdings B.V., JAB Cosmetics B.V., and Cottage Holdco B.V.

breached their fiduciary duties to the Company’s stockholders and breached the Stockholders Agreement.

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.

On May 7, 2020, plaintiffs stipulated to the dismissal without prejudice of JAB Holding Company S.à r.l.

from the action.

On August 17, 2020, the court denied the remaining motions to dismiss.

On March 29, 2023, the parties 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

1 unchanged sentence

Current open tax assessments as of June 30, 2024 are:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Assessment received Type of assessment Type of Tax Tax period impacted Estimated amount, including interest and penalties as of

June 30, 2024

Mar-18 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2016-2017 R$ 1.1 million (approximately $ 0.2 ) (a)

Aug-20 ICMS 2017-2019 R$ 569.3 million (approximately $ 117.2 )

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 )

Aug-20 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2017-2019 R$ 873.8 million (approximately $ 158.8 )

Oct-20 Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated 1

IPI 2016-2017 R$ 438.3 million (approximately $ 79.7 )

Nov-22 IPI 2018-2019 R$ 592.3 million (approximately $ 107.7 )

Mar-24 IPI 2020 R$ 33.5 million

(approximately $ 6.1 )

Nov-20 State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated ICMS 2016-2019 R$ 225.4 million (approximately $ 41.0 )

Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated ICMS 2016-2020 R$ 46.9 million (approximately $ 8.5 )

(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.

1 The case is scheduled to be heard by an administrative court in late August 2024.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive, for which the Company received an unfavorable first instance ruling and has filed an appeal to the Court.

In the first quarter of fiscal 2024, the Company filed a motion for clarification as a step before potentially appealing to a Brazilian higher court, which was denied.

In December 2023, the Company filed appeals to be remitted to the Brazilian Superior Court of Justice and, in parallel, filed a motion to grant the suspension of the state's ability to collect the above tax incentives to the Goiás State Court as the case is under discussion.

In January 2024, the motion to grant the suspension of the state’s ability to collect the above tax incentives was dismissed.

In April 2024, a judge of the Superior Court of Justice ruled against the Company.

The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case.

The case is scheduled to be heard by the Superior Court of Justice in late August 2024.

The Company has been required to provide surety bonds of R$ 135.2 million (approximately $ 25.0 ) and cash deposits of R$ 124.5 million (approximately $ 22.6 ) as of June 30, 2024, to guarantee payment if the case is resolved against Coty.

The cash deposits are included in the Other Noncurrent Assets on the Consolidated Balance Sheet.

The Minas Gerais State tax ICMS assessment received in November 2020 is currently at the judicial process.

The Company has been required to provide surety bonds of R$ 311.9 (approximately $ 56.7 ) as of June 30, 2024, to guarantee payment if the case is resolved against Coty.

All other cases are currently in the administrative process.

The Company expects that cases may move from the administrative to the judicial process in case Coty does not receive a favorable decision at the administrative level, although the exact timing is uncertain.

For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties.

The judicial process in Brazil is likely to take a number of years to conclude.

The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments.

The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

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

Other Commitments

5 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 eight years .

The remaining term of this lease is approximately seven 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.

1 unchanged sentence

The Company has assessed the probability of default by the assignee and has determined it to be remote.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ 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.

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 when the Award vests, which has now been fulfilled.

See Note 22—Share-Based Compensation Plans for more information on the Award.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Relationship with KKR

1 unchanged sentence

This preferred stock conveyed to KKR Aggregator the right to designate two directors to the Company’s Board of Directors and voting rights on an as-converted basis.

As a result of various conversions/exchanges described below, 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.

• 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, a private limited liability company incorporated under the laws of Luxembourg that is beneficially owned by Peter Harf, a director of the Company.

The transaction, which was subject to customary closing conditions, closed on August 27, 2021.

In June of 2020, KKR Bidco and Coty entered into a separate definitive agreement regarding a strategic transaction (“Wella Transaction”) for the sale of the Company’s Professional and Retail Hair business, which was completed on November 30, 2020.

Refer to Note 23—Equity and Convertible Preferred Stock for the definitive agreement entered into with KKR that closed on October 20, 2021.

On September 10, 2021, KKR Aggregator converted a portion of its Series B Preferred Stock into Class A common stock of the Company and completed a secondary public offering of the converted shares of Class A common stock.

Refer to Note 23—Equity and Convertible Preferred Stock.

On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to KKR Aggregator in the First Exchange.

• On September 10, 2021, KKR Aggregator converted a portion of its Series B Preferred Stock into Class A common stock and completed a secondary public offering of the converted shares of Class A common stock.

• On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to KKR Aggregator in exchange for the redemption of 290,465 shares of KKR's Series B Convertible Preferred Stock shares in Coty and a portion of unpaid dividends .

• 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.

On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator in 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.

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 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.

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.

• On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator.

The Company’s total shareholding in the Wella Company is now 25.84 %.

From time to time, certain funds held by KKR may hold the Company’s Senior Secured and Unsecured Notes (as defined in Note 14—Debt).

1 unchanged sentence

As of June 30, 2024, Coty owned 25.84 % 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.

Refer to Note 12—Equity Investments.

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

In relation to this contingent consideration agreement, the Company received cash proceeds of $ 6.0 during fiscal 2024 and recognized gains of $ 19.7 , $ 30.8 , and $ 0.7 , during fiscal 2024, 2023 and 2022, respectively, reported in Other expense (income), net.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”).

1 unchanged sentence

Such services include billing and collecting from Wella customers, certain logistics and warehouse services, as well as other administrative and systems support.

The Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022.

The Company and Wella have also entered into other manufacturing and distribution arrangements to facilitate the Wella Business transition in the U.S.

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 Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022, as well as previously existing distribution services in Brazil during fiscal 2024.

The Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S.

TSA fees and other fees earned were $ 2.2 and $ 10.0 , respectively, for the year ended June 30, 2024, $ 3.3 and $ 7.6 , respectively for the year ended June 30, 2023, and $ 87.5 and $ 6.7 , respectively for the year ended June 30, 2022.

The TSA fees are principally invoiced on a cost plus basis.

The TSA fees and other fees were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Statement of Operations.

As of June 30, 2023, accounts receivable from and accounts payable to Wella of $ 70.6 and $ 8.3 , respectively, were included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, in the Company's Balance Sheets.

As of June 30, 2024, accounts receivable from and accounts payable to Wella of $ 40.0 and nil , respectively, were included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, in the Company's Balance Sheets.

Additionally, as of June 30, 2024, the Company has accrued $ 33.5 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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.

1 unchanged sentence

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.

For the years ended June 30, 2024, 2023, and 2022 Coty recorded $ 2.1 , $ 4.6 , and $ 0.7 of share-based compensation expense related to Wella employees, which was presented as part of Other expense (income), net in the Consolidated Statements of Operations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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.

Fees earned and reflected in Other expense (income), net in fiscal years 2024, 2023 and 2022 were $ 1.2 , $ 2.7 , and nil respectively.

The Company has certain sublease arrangements with Wella after the sale.

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.

For the years ended June 30, 2024, 2023 and 2022, the Company reported sublease income of $ 8.2 , $ 9.1 , and $ 13.3 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.

1 unchanged sentence

however her business partner and co-founder, Nicolas Vu, is the sole owner and CEO of Orveda, and Mr.

Vu also provides consulting services, related to the skincare category and Orveda positioning, to Coty under the terms of a separate agreement.

Vu also provides consulting services to Coty under the terms of a separate agreement.

The initial term of the Orveda license agreement is five years , with two five-year automatic renewals subject to the achievement of certain net revenue milestones.

1 unchanged sentence

Consulting Services and Other Arrangements

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.

Until June 30, 2023, Beatrice Ballini, a director, served as a senior member of the Retail Practice and a leader of the Board and CEO Advisory Partners group at Russell Reynolds Associates.

From time to time, the Company has engaged Russell Reynolds Associates, a global leadership and search firm, for recruiting assistance.

The amounts of such services provided to the Company for fiscal 2023 and 2022 were $ 0.9 and $ 0.7 , respectively.

As of fiscal 2024, Russell Reynolds Associates is no longer a related party.

SUBSEQUENT EVENTS

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.

The Company evaluated the effect of events and transactions subsequent to the consolidated balance sheet date of June 30, 2024 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.

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4 unchanged sentences

Description Three Years Ended June 30,

Period Balance Change through Acquisition/Divestiture Charged to

Period Charged to

Expenses Deductions Balance at

1 unchanged sentence

Allowance for doubtful accounts and other customer deductions:

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)

2024 $ 23.2 8.9 ( 7.8 ) (a)

2023 53.4 4.3 ( 34.5 ) (a)

2022 47.7 26.2 ( 20.5 ) (a)

Allowance for customer returns:

6 unchanged sentences

2022 33.4 12.5 ( 4.2 ) 41.7

(a) Includes amounts from continuing operations and held for sale.

(b) Includes amounts written-off, net of recoveries and cash discounts.

(a) 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