COTY INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. We have included our Management Report over Internal Control over Financial Reporting in “Item 15. Exhibits, Financial Statement Schedules” and is incorporated in this Item 9A by reference. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving our objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. 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). 62 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. PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors Information regarding directors is incorporated by reference to the “Directors” and “Corporate Governance” sections of our proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”). Executive Officers Information regarding executive officers is incorporated by reference to the “Executive Officers” section of our 2024 Proxy Statement. Section 16(a) Beneficial Ownership Reporting Compliance This information is incorporated by reference to the “Section 16(a) Beneficial Ownership Reporting Compliance” section of our 2024 Proxy Statement. Code of Ethics This information is incorporated by reference to the “Corporate Governance Guidelines and Code of Business Conduct” section of our 2024 Proxy Statement. Item 11. Executive Compensation. This information is incorporated by reference to the “Executive Compensation” and “Director Compensation” sections of our 2024 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. This information is incorporated by reference to the “Security Ownership of Certain Beneficial Owners and Management” section of our 2024 Proxy Statement. For equity compensation plan information, see “Equity Compensation Plan Information” in Part II, Item 5 hereof, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. This information is incorporated by reference to the “Certain Relationships and Transactions of Related Persons” and “Corporate Governance” section of our 2024 Proxy Statement. Item 14. Principal Accounting Fees and Services. This information is incorporated by reference to the “Audit Fees and Other Fees” section of our 2024 Proxy Statement. PART IV Item 15. Exhibits, Financial Statement Schedules. List of documents filed as part of this Report: (1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) included herein: See Index on page F-1. (2) Financial Statement Schedule: See S-1. (3) All other schedules are omitted as they are inapplicable or the required information is furnished in the Company’s Consolidated Financial Statements or the Notes thereto. (4) List of Exhibits: 63 Exhibit Number Document 2.1 Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K filed on August 17, 2015).* 2.2 Repurchase Letter Agreement dated August 13, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-K filed on August 17, 2015). 2.3 Letter Agreement, dated February 19, 2016, by and among The Procter & Gamble Company, the registrant, Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2016). 2.4 Third Amendment to Transaction Agreement, dated May 25, 2016, by and among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 27, 2016). 2.5 Fourth Amendment to Transaction Agreement, dated August 25, 2016, by and among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.5 to Amendment No. 4 to the Company’s Registration Statement on Form S-4, filed on August 25, 2016).* 2.6 Side Letter, dated September 13, 2016, between Coty Inc. and The Procter & Gamble Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2016). 2.7 Assignment and Transfer Agreement, dated as of November 2, 2015, by and between JAB Cosmetics B.V. and Coty Inc., including as an exhibit thereto that certain Shares and Trademarks Sale and Purchase Agreement, dated as of November 2, 2015, by and among JAB Cosmetics B.V., Hypermarcas S.A., Cosmed Indústria de Cosméticos e Medicamentos S.A., and as intervening and consenting parties, Novita Distribuição, Armazenamento e Transportes S.A., and Savoy Indústria de Cosméticos S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015). 2.8 Sale and Purchase Agreement, dated as of October 17, 2016, by and among Coty Inc., Gloria Coinvest 1 L.P., Lion Capital Fund III L.P., Lion Capital Fund III SBS L.P., Lion Capital Fund III (USD) L.P., Lion Capital Fund III SBS (USD) L.P., Ghd Nominees Limited (“GHD”), the management sellers named therein, and the other individual sellers named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 17, 2016).* 2.9 Tax Matters Agreement, effective as of October 1, 2016, by and among Coty Inc., The Procter & Gamble Company, Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2016). 2.10 Purchase Agreement, dated as of November 18, 2019, by and among King Kylie Holdings, LLC, KMJ 2018 Irrevocable Trust, Kylie Jenner Inc., King Kylie, LLC, Coty Inc. and solely for the purpose of Section 6.7 and Section 6.13, KKJ 2018 Irrevocable Trust (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2020). 2.11 Sale and Purchase Agreement, dated June 1, 2020, by and among Coty Inc., Coty International Holding, B.V. and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 2, 2020). 2.12 Separation Agreement, dated June 1, 2020, by and among Coty Inc., Coty International Holding, B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 2, 2020). 2.13 Amended and Restated Sale and Purchase Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V. and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020). 2.14 Amended and Restated Separation Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020). 3.1 Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 of the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on May 14, 2013) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 3, 2016). 64 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2020). 3.4 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013). 4.1 Specimen Class A Common Stock Certificate of the registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on May 28, 2013) 4.2 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). 4.3 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). 4.4 Indenture, dated as of April 5, 2018, among Coty Inc., the guarantors named therein, Deutsche Bank Trust Company Americas, as Trustee, Registrar and U.S. Paying Agent with respect to the 2026 Dollar Notes, and Deutsche Bank AG. 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). 4.5 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). 4.6 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). 4.7 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 Report on Form 8-K filed on June 16, 2023). 4.8 Description of Securities. 4.9 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). 4.10 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). 4.11 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. and the other grantors party to the Consent of Grantors attached thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 22, 2021). 4.12 Pledge and Security Agreement, dated as of April 21, 2021, by and among Coty Inc., 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 April 22, 2021). 4.13 Indenture, dated as of June 16, 2021, among Coty Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee 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 file on June 16, 2021). 4.14 Form of 3.875% Senior Secured Notes due 2026 (included in Exhibit 4.1 3 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K file on June 16, 2021). 4.15 Joinder Agreement No. 1, dated as of June 16, 2021 among and acknowledged by 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 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 June 16, 2021). 4.16 Pledge and Security Agreement, dated as of June 16, 2021, by and among Coty Inc., 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 June 16, 2021). 4.17 Indenture, dated as of November 30, 2021, 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 November 30 , 2021). 65 4.18 Form of 4.750% Senior Secured Notes due 2029. (included in Exhibit 4.1 7 ) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 30, 2021). 4.19 Joinder Agreement No. 2, dated as of November 30, 2021 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. (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 30, 2021). 4.20 Pledge and Security Agreement, dated as of November 30, 2021, 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 November 30, 2021). 4.21 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 July 26, 2023). 4.22 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). 4.23 Joinder Agreement No. 3, dated as of July 26, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No. 1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative and Joinder Agreement No. 2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 26, 2023). 4.24 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). 4.25 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). 4.26 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). 4.27 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). 4.28 Pledge and Security Agreement, dated as of September 19, 2023, by and among the Company, 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 September 19, 2023). 4.29 Indenture, dated as of May 30, 2024, 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 May 30, 2024). 66 4.30 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). 4.31 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). 4.3 2 Pledge and Security Agreement, dated as of May 30, 2024, 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 May 30, 2024). 10.1 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). 10.2 Pledge and Security Agreement, dated as of October 27, 2015, by and among Coty Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A, as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 30, 2015). 10.3 Credit Agreement, dated January 26, 2016, among Galleria Co., as initial borrower, the other borrowers from time to time party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.4 of Galleria Co.’s Registration Statement on Form S-4 filed on April 22, 2016). 10.4 Guaranty Agreement, dated as of October 27, 2015, by and among Coty Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 30, 2015). 10.5 Incremental Assumption Agreement and Amendment No. 1, dated April 8, 2016 to the Credit Agreement, by and among Coty Inc., Coty B.V., certain subsidiaries of Coty Inc. party thereto, the incremental lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2016). 10.6 Incremental Assumption Agreement and Refinancing Amendment to Credit Agreement, dated as of October 28, 2016, among Coty Inc., Coty B.V., the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2016). 10.7 Incremental Facility Activation Notice, dated as of October 28, 2016, among Coty Inc., each incremental term A lender and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 28, 2016). 10.8 Amended and Restated Credit Agreement, dated as of April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018). 10.9 Amendment No. 1, dated June 27, 2019, to the Amended and Restated Credit Agreement, dated April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019). 10.10 Amendment No. 2, dated April 29, 2020, to the Amended and Restated Credit Agreement, dated April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on April 30, 2020). 10.11 Amendment No. 3 to Credit Agreement (Incremental Assumption Agreement), dated as of June 4, 2021, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the incremental revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2021). 67 10.12 Refinancing Amendment, dated as of November 30, 2021, 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 4.5 to the Company's Current Report on Form 8-K filed on November 30, 2021) 10.13 Amendment No. 5 to Amended and Restated Credit Agreement, dated March 7, 2023, by and among Coty Inc., Coty B.V., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2023). 10.14 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, 2023) 10.15 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). 10.16 IP Cross-License Agreement, dated as of November 30, 2020, by and between Coty International B.V. and Wella International Operations Switzerland S.á.r.l. (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on December 1, 2020). 10.17 Redemption Agreement dated as of September 30, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on October 1, 2021). 10.18 Redemption Agreement dated as of November 6, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on November 8, 2021). 10.19 Employment Agreement, dated January 27, 2020, between Coty Management B.V. 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).† 10.20 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) . † 10.21 Offer Letter dated June 27, 2024, between Coty Inc. and Kristin Blazewicz.† 10.2 2 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).† 10.2 3 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) † 10. 24 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).† 10. 25 Employment Agreement, dated May 7, 2020, between Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10. 26 Offer Letter, dated October 21, 2019, between Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10. 27 Offer Letter, dated December 5, 2020, Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10. 28 Offer Letter dated as of November 26, 2021 between Coty Management B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2022).† 10. 29 Offer Letter dated as of June 14, 2022 between Coty Management B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 25, 2022).† 68 10.30 Offer Letter dated as of June 8, 2023, between Coty Management B.V. and Laurent Mercier.† 10. 31 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).† 10. 32 Employment Agreement, dated December 21, 2020, between Coty Italia S.r.l. and Anna von Bayern (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).† 10. 3 3 Employment Agreement, dated January 1, 2021, between Coty Italia S.r.l. 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).† 10. 34 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).† 10. 35 Employment Agreement, dated October 13, 2020, between Coty Inc. and Sue Nabi (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).† 10. 36 Equity Transfer Agreement, dated July 2, 2020, among Cottage Holdco B.V., Coty Inc. and Sue Nabi (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).† 10. 37 Restricted Stock Unit Award between Coty Inc. and Sue Nabi. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) † 10.38 Amended Employment Agreement, dated May 4, 2023, between Coty Inc. 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).† 10.39 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) .† 10.40 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).† 10. 41 Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.24 to Amendment No. 4 to the Company’s Registration Statement on Form S-1(File No. 333-182420) filed on April 24, 2013). 10. 42 Amended and Restated Annual Performance Plan, as of February 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2017).† 10. 43 Form of Restricted Stock Unit Award under Coty Inc. 2007 Stock Plan for Directors, as amended on April 8, 2013 (incorporated by reference to Exhibit 10.41 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013).† 10. 4 4 Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on November 3, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-Q filed on November 6, 2020).† 10.4 5 Restricted Stock Unit Award Terms and Conditions Under Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (incorporated by reference to Exhibit 10.44 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013).† 10.4 6 Restricted Stock and Restricted Stock Unit Tandem Award Terms and Conditions under the Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (incorporated by reference to Exhibit 10.45 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 14, 2013).† 10.4 7 Form of Subscription Agreement for Series A Preferred Stock (incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K filed on August 17, 2015).† 10. 48 Amended and Restated Coty Inc. Stock Plan for Directors, as adopted November 3, 2020. (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) † 10. 4 9 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).† 10. 50 Form of Restricted Stock Award Agreement under the Amended and Restated Coty Inc. Equity and Long Term-Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on August 27, 2020) † 69 10. 51 Form of Restricted Stock Unit Terms and Conditions, as adopted on December 17, 2020, under the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan. (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) † 19.1 Coty Insider Trading Policy 21.1 List of significant subsidiaries. 23.1 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included in signature page). 31.1 Certification of Chief Executive Officer, pursuant to Rules 13a-14a and 15d-14(a) 31.2 Certification of Chief Financial Officer, pursuant to Rules 13a-14(d) and 15d-14(d) 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S. C. Section 1350 32.2 Certification of Chief Financial Officer, pursuant to 18 U.S. C. Section 1350 97.1 Coty Inc. Clawback Policy 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). * Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request. † Exhibit is a management contract or compensatory plan or arrangement. 70 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on August 20, 2024. COTY INC. By: /s/ Laurent Mercier Name: Laurent Mercier Title: Chief Financial Officer 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 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. 71 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: Signature Title Date /s/Sue Nabi Chief Executive Officer and Director (Principal Executive Officer) August 20, 2024 (Sue Nabi) /s/Laurent Mercier Chief Financial Officer (Principal Financial Officer) August 20, 2024 (Laurent Mercier) /s/Ayesha Zafar Senior Vice President, Group Controller (Principal Accounting Officer) August 20, 2024 (Ayesha Zafar) /s/Maria Asuncion Aramburuzabala Director August 20, 2024 (Maria Asuncion Aramburuzabala) /s/Beatrice Ballini Director August 20, 2024 (Beatrice Ballini) /s/Joachim Creus Director August 20, 2024 (Joachim Creus) /s/Olivier Goudet Director August 20, 2024 (Olivier Goudet) /s/Peter Harf Chairman of the Board of Directors August 20, 2024 (Peter Harf) /s/Johannes Huth Director August 20, 2024 (Johannes Huth) /s/Anna Makanju Director August 20, 2024 (Anna Makanju) /s/Isabelle Parize Director August 20, 2024 (Isabelle Parize) /s/Lubomira Rochet Director August 20, 2024 (Lubomira Rochet) /s/Robert Singer Director August 20, 2024 (Robert Singer) /s/Gordon von Bretten Director August 20, 2024 (Gordon von Bretten) 72 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Coty’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Coty’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Coty’s management evaluated the effectiveness of internal control over financial reporting as of June 30, 2024 based on the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has concluded that Coty maintained effective internal control over financial reporting as of June 30, 2024. The Company's internal control over financial reporting as of June 30, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which appears herein. /s/Sue Nabi /s/Laurent Mercier Sue Nabi Laurent Mercier Chief Executive Officer Chief Financial Officer August 20, 2024 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Coty Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Coty Inc. and subsidiaries (the “Company”) as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 2024, of the Company and our report dated August 20, 2024, expressed an unqualified opinion on those financial statements and financial statement schedule. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York August 20, 2024 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Coty Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Coty Inc. and subsidiaries (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows, for each of the three years in the period ended June 30, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 20, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill and Other Intangible Assets, net – Max Factor Trademark Valuation – Refer to Notes 2 and 11 to the financial statements Critical Audit Matter Description The Company has trademarks that are indefinite-lived intangible assets. The Company’s evaluation of the trademarks for impairment involves the comparison of the fair value of each trademark to its’ carrying value. Management estimates the fair value of these trademarks annually on its elected assessment date of May 1, or more frequently if certain events occur, based upon the income approach, using the relief from royalty methodology, which is a specific discounted cash flow method. The determination of the fair value requires management to make significant estimates and assumptions related to the trademarks’ estimated cash flows, royalty, and discount rates, especially those related to the Max Factor trademark. Changes in these assumptions could have a significant impact on the fair value of the Max Factor trademark, the amount of any impairment charge, or both. As of June 30, 2024, the carrying value of the indefinite-lived intangible assets was $944.6 million, of which $148.4 million related to the Max Factor trademark. The fair value of the Max Factor trademark exceeded its’ carrying value by 4.8%. Given the significant estimates and assumptions made by management to estimate the fair value and the difference between the fair value and carrying value for the Max Factor trademark, performing audit procedures to evaluate the reasonableness of such estimates and assumptions, particularly the estimated cash flows, and the selection of the royalty and discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the estimated cash flows, the selection of the royalty and discount rate for the Max Factor trademark included the following, among others: • We tested the effectiveness of controls over indefinite-lived intangible assets, including those over the estimated cash flows for the Max Factor trademark and the selection of the respective royalty and discount rate. • We evaluated management’s ability to accurately forecast by comparing actual results in previous years to management’s historical forecasts and by comparing the May and June 2024 forecasts with actual results for those months. • We evaluated the reasonableness of management’s estimated cash flows for the Max Factor trademark, by comparing management’s forecasts with: ◦ Historical cash flows and trends; ◦ Internal communications to management and the Board of Directors; and ◦ Forecasted information included in industry reports of the Company and selected companies in its peer group. • We considered the impact of industry and market conditions on management’s forecasts for the Max Factor trademark, including consideration of the effects related to the current macro-economic environment. • We evaluated the impact of changes in management’s forecasts from the May 1, 2024 annual measurement date to June 30, 2024. • With the assistance of our fair value specialists, we evaluated the valuation approach and royalty and discount rate for the Max Factor trademark, including testing the underlying source information and the mathematical accuracy of the calculations, and developing independent estimates and comparing those to the respective royalty and discount rate selected by management. /s/ Deloitte & Touche LLP New York, New York August 20, 2024 We have served as the Company’s auditor since 1995. COTY INC. & SUBSIDIARIES INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Operations F- 1 Consolidated Statements of Comprehensive Income (Loss) F- 2 Consolidated Balance Sheets F- 3 Consolidated Statements of Equity F-4 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts S- 1 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data ) Year Ended June 30, 2024 2023 2022 Net revenues $ 6,118.0 $ 5,554.1 $ 5,304.4 Cost of sales 2,178.8 2,006.8 1,935.2 Gross profit 3,939.2 3,547.3 3,369.2 Selling, general and administrative expenses 3,162.4 2,818.3 2,881.3 Amortization expense 193.4 191.8 207.4 Restructuring costs 36.7 ( 6.5 ) ( 6.5 ) Acquisition- and divestiture- related costs — — 14.7 Asset impairment charges — — 31.4 Operating income 546.7 543.7 240.9 Interest expense, net 252.0 257.9 224.0 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 attributable to Coty Inc. $ 89.4 $ 508.2 $ 259.5 Amounts attributable to Coty Inc. 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 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 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: Basic 874.4 849.0 820.6 Diluted 883.4 886.5 834.1 See notes to Consolidated Financial Statements. F-1 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) Year Ended June 30, 2024 2023 2022 Net income $ 109.4 $ 523.2 $ 267.7 Other comprehensive income (loss): Foreign currency translation adjustment ( 128.3 ) 49.4 ( 476.1 ) Net unrealized derivative (loss) gain on cash flow hedges, net of taxes of $( 1.1 ), $ 1.4 and $( 6.0 ), respectively 1.4 ( 3.6 ) 19.8 Pension and other post-employment benefits, net of taxes of $ 2.7 , $( 4.9 ) and $( 24.7 ), respectively ( 5.8 ) 10.1 59.4 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 income (loss) 5.3 ( 1.8 ) ( 5.1 ) Foreign currency translation adjustment — 0.3 ( 0.5 ) Total comprehensive income (loss) attributable to noncontrolling interests 5.3 ( 1.5 ) ( 5.6 ) Comprehensive income (loss) attributable to redeemable noncontrolling interests: Net income 14.7 16.8 13.3 Foreign currency translation adjustment — 0.1 ( 0.4 ) Total comprehensive income attributable to redeemable noncontrolling interests 14.7 16.9 12.9 Comprehensive (loss) income attributable to Coty Inc. $ ( 43.3 ) $ 563.7 $ ( 136.5 ) See notes to Consolidated Financial Statements. F-2 COTY INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except per share data ) June 30, 2024 June 30, 2023 ASSETS Current assets: Cash and cash equivalents $ 300.8 $ 246.9 Restricted cash 19.8 36.9 Trade receivables— less allowances of $ 24.3 and $ 23.2 , respectively 441.6 360.9 Inventories 764.1 853.4 Prepaid expenses and other current assets 437.2 553.6 Total current assets 1,963.5 2,051.7 Property and equipment, net 718.9 712.9 Goodwill 3,905.7 3,987.9 Other intangible assets, net 3,565.6 3,798.0 Equity investments 1,090.6 1,068.9 Operating lease right-of-use assets 255.3 286.7 Deferred income taxes 490.8 589.9 Other noncurrent assets 92.1 165.6 TOTAL ASSETS $ 12,082.5 $ 12,661.6 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,405.6 $ 1,444.7 Accrued expenses and other current liabilities 1,067.3 1,042.0 Short-term debt and current portion of long-term debt 3.0 57.9 Current operating lease liabilities 57.8 65.6 Income and other taxes payable 68.1 126.6 Total current liabilities 2,601.8 2,736.8 Long-term operating lease liabilities 218.7 247.5 Long-term debt, net 3,841.8 4,178.2 Pension and other post-employment benefits 275.2 280.7 Deferred income taxes 549.9 659.7 Other noncurrent liabilities 347.4 325.4 TOTAL LIABILITIES 7,834.8 8,428.3 COMMITMENTS AND CONTINGENCIES (Note 24) CONVERTIBLE SERIES B PREFERRED STOCK, $ 0.01 par value; 1.0 shares authorized; 0.1 issued and outstanding, at June 30, 2024 and 2023, respectively 142.4 142.4 REDEEMABLE NONCONTROLLING INTERESTS 93.6 93.5 EQUITY: Preferred stock, $ 0.01 par value; 20.0 shares authorized; 1.0 issued and outstanding, at June 30, 2024 and 2023, respectively — — Class A Common Stock, $ 0.01 par value; 1,250.0 shares authorized, 962.1 and 919.3 issued and 867.8 and 852.8 outstanding at June 30, 2024 and 2023, respectively 9.6 9.1 Additional paid-in capital 11,308.0 10,898.6 Accumulated deficit ( 4,898.5 ) ( 4,987.9 ) Accumulated other comprehensive loss ( 795.1 ) ( 662.4 ) Treasury stock— at cost, shares: 94.3 and 66.5 at June 30, 2024 and 2023, respectively ( 1,796.9 ) ( 1,446.3 ) Total Coty Inc. stockholders’ equity 3,827.1 3,811.1 Noncontrolling interests 184.6 186.3 Total equity 4,011.7 3,997.4 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY $ 12,082.5 $ 12,661.6 See notes to Consolidated Financial Statements. F-3 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable 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 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 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 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 ) 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 See notes to Consolidated Financial Statements. F-4 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable Noncontrolling Convertible Series B 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 Shares withheld for employee taxes ( 13.6 ) ( 13.6 ) ( 13.6 ) Share-based compensation expense 134.7 134.7 134.7 Equity investment contribution for share-based compensation 4.6 4.6 4.6 Changes in dividends accrued 0.1 0.1 0.1 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 ) Adjustment of redeemable noncontrolling interests to redemption value ( 20.6 ) ( 20.6 ) ( 20.6 ) 20.6 BALANCE—June 30, 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 See notes to Consolidated Financial Statements. F-5 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable Noncontrolling Convertible Series B Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock 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 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 Shares withheld for employee taxes ( 21.0 ) ( 21.0 ) ( 21.0 ) Share-based compensation expense 88.5 88.5 88.5 Equity Investment contribution for share-based compensation 2.1 2.1 2.1 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 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 BALANCE—June 30, 2024 1.0 $ — 962.1 $ 9.6 $ 11,308.0 $ ( 4,898.5 ) $ ( 795.1 ) 94.3 $ ( 1,796.9 ) $ 3,827.1 $ 184.6 $ 4,011.7 $ 93.6 $ 142.4 See notes to Consolidated Financial Statements. F-6 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended June 30, 2024 2023 2022 CASH FLOWS FROM 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 Non-cash lease expense 61.6 63.6 78.5 Asset impairment charges — — 31.4 Deferred income taxes ( 9.8 ) 56.3 12.1 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 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 ) Realized and unrealized losses (gains) on forward repurchase contracts, net 76.3 ( 196.9 ) ( 16.1 ) Other 46.5 8.9 21.3 Change in operating assets and liabilities: Trade receivables ( 104.5 ) 36.8 ( 77.2 ) Inventories 67.2 ( 180.3 ) ( 48.3 ) Prepaid expenses and other current assets ( 11.0 ) ( 15.2 ) ( 12.7 ) Accounts payable ( 19.4 ) 138.4 140.5 Accrued expenses and other current liabilities 34.4 ( 21.9 ) 129.6 Operating lease liabilities ( 58.4 ) ( 61.0 ) ( 70.7 ) Income and other taxes payable ( 77.3 ) 59.9 91.7 Other noncurrent assets ( 4.3 ) ( 7.5 ) ( 6.7 ) Other noncurrent liabilities ( 14.3 ) ( 34.7 ) ( 20.6 ) Net cash provided by operating activities 614.6 625.7 726.6 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 245.2 ) ( 222.8 ) ( 174.1 ) 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 Net cash (used in) provided by investing activities ( 226.2 ) ( 118.2 ) 269.7 CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds of short-term debt, original maturity less than three months — — 0.6 Proceeds from revolving loan facilities 2,458.6 1,558.0 943.0 Repayments of revolving loan facilities ( 2,673.7 ) ( 1,600.1 ) ( 1,338.8 ) Proceeds from issuance of other long term debt 1,824.1 — 542.4 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 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 ) — F-7 Purchase of remaining mandatorily redeemable financial interest — — ( 7.1 ) Payment of deferred financing fees ( 47.1 ) — ( 39.6 ) All other ( 30.7 ) ( 16.5 ) ( 13.6 ) Net cash used in financing activities ( 336.7 ) ( 469.3 ) ( 1,034.0 ) EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 14.9 ) ( 18.2 ) ( 8.9 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 36.8 20.0 ( 46.6 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 283.8 263.8 310.4 CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period $ 320.6 $ 283.8 $ 263.8 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the year for interest $ 205.7 $ 229.1 $ 215.4 Cash paid during the year for income taxes, net of refunds received 172.6 58.6 97.2 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES: 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 Conversion of Series B Preferred Stock into Class A Common Stock — — 429.5 Non-cash Series B Preferred Stock dividends and deemed (contributions) dividends — — ( 1.1 ) See notes to Consolidated Financial Statements. F-8 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 1. DESCRIPTION OF BUSINESS Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands. The Company operates on a fiscal year basis with a year-end of June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2024” refer to the fiscal year ended June 30, 2024. When used in this Annual Report on Form 10-K, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying financial statements of the Company are presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The Company also consolidates majority-owned entities in the United States of America, United Arab Emirates, Kingdom of Saudi Arabia, and South Korea where the Company has the ability to exercise control. Ownership interests of noncontrolling parties are presented as noncontrolling interests or redeemable noncontrolling interests, as applicable. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of equity investments, the assessment of goodwill, other intangible assets and long-lived assets for impairment, and income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the Consolidated Financial Statements in future periods. Cash Equivalents Cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. Restricted Cash Restricted cash represents funds that are not readily available for general purpose cash needs due to contractual limitations. Restricted cash is classified as a current or long-term asset based on the timing and nature of when or how the cash is expected to be used or when the restrictions are expected to lapse. As of June 30, 2024 and 2023, the Company had restricted cash of $ 19.8 and $ 36.9 , respectively, included in Restricted cash in the Consolidated Balance Sheets. The restricted cash balances as of June 30, 2024 and 2023 primarily provide collateral for certain bank guarantees on rent, customs and duty accounts and also consists of collections on factored receivables that remain unremitted to the factor as of June 30, 2024 and 2023. Restricted cash is included as a component of Cash, cash equivalents, and restricted cash in the Consolidated Statement of Cash Flows. F-9 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Trade Receivables Trade receivables are stated net of the allowance for doubtful accounts and cash discounts, which is based on the evaluation of the accounts receivable aging, specific exposures, and historical trends. We make estimates of expected credit and collectibility trends for the allowance for doubtful accounts based upon our assessment of historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Trade receivables are written off on a case-by-case basis, net of any amounts that may be collected. Inventories Inventories include items which are considered salable or usable in future periods, and are stated at the lower of cost or net realizable value, with cost being based on standard cost which approximates actual cost on a first-in, first-out basis. Costs include direct materials, direct labor and overhead (e.g., indirect labor, rent and utilities, depreciation, purchasing, receiving, inspection and quality control) and in-bound freight costs. 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 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. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events. Equity Investments The Company elected the fair value option to account for its investment in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) to align with the Company’s strategy for this investment. The fair value is updated on a quarterly basis. The investments are classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investments using a combination of the income approach, the market approach and private transactions, when applicable. Changes in the fair value of equity investments under the fair value option are recorded in Other (income) expense, net within the Consolidated Statements of Operations (see Note 12—Equity Investments). Property and Equipment and Other Long-lived Assets Property and equipment is stated at cost less accumulated depreciation or amortization. The cost of renewals and betterments is capitalized and depreciated. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment that is disposed of through sale, trade-in, donation, or scrapping is written off, and any gain or loss on the transaction, net of costs to dispose, is recorded in Selling, general and administrative expense. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: Description Estimated Useful Lives Buildings 20 - 40 years Marketing furniture and fixtures 3 - 5 years Machinery and equipment 2 - 15 years Computer equipment and software 2 - 5 years Property and equipment under finance leases and leasehold improvements Lesser of lease term or economic life Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Description Estimated Useful Lives License agreements 2 - 34 years Customer relationships 2 - 28 years Trademarks 2 - 30 years Product formulations and technology 2 - 28 years Long-lived assets, including tangible and intangible assets with finite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value. If the projected undiscounted cash flows are less than the carrying value, an impairment charge would be recorded for the excess of the carrying value over the fair value. The Company estimates fair value based on the best information available, including discounted cash flows and/or the use of third-party valuations. F-10 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Goodwill and Other Indefinite-lived Intangible Assets Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets. Goodwill is allocated and evaluated at the reporting unit level, which are the Company’s operating segments. The Company allocates goodwill to one or more reporting units that are expected to benefit from synergies of the business combination. Goodwill and other intangible assets with indefinite lives are not amortized, but are evaluated for impairment annually as of May 1 or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When testing goodwill for impairment, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. In performing its qualitative assessment, the Company considers the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform a quantitative impairment test. Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. The Company makes certain judgments and assumptions in allocating assets and liabilities to determine carrying values for its reporting units. To determine fair value of the reporting unit, the Company uses a combination of the income and market approaches, when applicable. Under the income approach, fair value is determined using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. Under the market approach, when applicable, information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units is utilized to create valuation multiples that are applied to the operating performance of the reporting units being tested, to value the reporting unit. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill. Indefinite-lived other intangible assets principally consist of trademarks. The fair values of indefinite-lived other intangible assets are estimated and compared to their respective carrying values. The trademarks’ fair values are based upon the income approach, utilizing the relief from royalty or excess earnings methodology. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. An impairment loss is recognized when the estimated fair value of the intangible asset is less than its carrying value. Leases All of the Company’s material leases are operating leases. These are primarily for real estate properties, including corporate offices, retail stores and facilities to support the Company's manufacturing, research and development and distribution operations. For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Variable lease payments are not included in the measurement of ROU assets and lease liabilities. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. As an accounting policy election for all asset classes, the Company elected the practical expedient related to lease and non-lease components, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component. Deferred Financing Fees The Company capitalizes costs related to the issuance of debt instruments, as applicable. Such costs are amortized over the contractual term of the related debt instrument in Interest expense, net using the straight-line method, which approximates the effective interest method, in the Consolidated Statements of Operations. Noncontrolling Interests and Redeemable Noncontrolling Interests Interests held by third parties in consolidated majority-owned subsidiaries are presented as noncontrolling interests, which represents the noncontrolling stockholders’ interests in the underlying net assets of the Company’s consolidated majority- F-11 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) owned subsidiaries. Noncontrolling interests that are not redeemable are reported in the equity section of the Consolidated Balance Sheets. Noncontrolling interests, where the Company may be required to repurchase the noncontrolling interest under a put option or other contractual redemption requirement, are reported in the Consolidated Balance Sheets between liabilities and equity, as redeemable noncontrolling interests. The Company adjusts the redeemable noncontrolling interests to the higher of the redemption value or the carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) on each balance sheet date with changes recognized as an adjustment to retained earnings, or in the absence of retained earnings, as an adjustment to additional paid-in capital. Revenue Recognition Revenue is recognized at a point in time and/or over time when control of the promised goods or services is transferred to the Company’s customers, which usually occurs upon delivery. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company’s revenue contracts principally represent a performance obligation to sell its beauty products to trade customers and are satisfied when control of promised goods and services is transferred to the customers. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns (estimated based on an analysis of historical experience and position in product life cycle) and various trade spending activities. Trade spending activities represent variable consideration promised to the customer and primarily relate to advertising, product promotions and demonstrations, some of which involve cooperative relationships with customers. The costs of trade spend activities are estimated considering all reasonably available information, including contract terms with the customer, the Company’s historical experience and its current expectations of the scope of the activities, and is reflected in the transaction price when sales are recorded. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. The Company’s sales return accrual reflects seasonal fluctuations, including those related to revenues for the holiday season in the first half of the fiscal year. This accrual is a subjective critical estimate that has a direct impact on reported net revenues, and is calculated based on history of actual returns, estimated future returns and information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that the Company has considered, and will continue to consider, include the financial condition of the Company’s customers, store closings by retailers, changes in the retail environment, and the Company’s decision to continue to support new and existing brands. Returns represented 1 %, 2 % and 2 % of gross revenue after customer discounts and allowances in fiscal 2024, 2023 and 2022, respectively. Trade spending activities recorded as a reduction to gross revenue after customer discounts and allowances represented 9 %, 10 %, and 10 % in fiscal 2024, 2023 and 2022, respectively. The Company accounts for certain customer store fixtures as other assets. Such fixtures are amortized using the straight-line method over the period of 3 to 5 years as a reduction of revenue. Cost of Sales Cost of sales includes all of the costs to manufacture the Company’s products. For products manufactured in the Company’s own facilities, such costs include raw materials and supplies, direct labor and factory overhead. For products manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Cost of sales also includes royalty expense associated with license agreements. Additionally, shipping costs, freight-in and depreciation and amortization expenses related to manufacturing equipment and facilities are included in Cost of sales in the Consolidated Statements of Operations. Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are share-based compensation, certain warehousing fees, manufacturing fixed costs, personnel and related expenses, rent on operating leases, and professional fees. F-12 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Advertising and promotional costs are expensed as incurred and totaled $ 1,625.5 , $ 1,479.6 and $ 1,465.1 in fiscal 2024, 2023 and 2022, respectively. Included in advertising and promotional costs are $ 113.6 , $ 103.0 , and $ 119.4 of depreciation of marketing furniture and fixtures, such as product displays, in fiscal 2024, 2023 and 2022, respectively. Research and development costs are expensed as incurred and totaled $ 126.8 , $ 105.2 and $ 97.3 in fiscal 2024, 2023 and 2022, respectively. Share-Based Compensation Common Stock 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 Preferred Stock. 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 The Company accounts for treasury stock under the cost method. When shares are reissued or retired from treasury stock they are accounted for at an average price. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of Additional paid-in-capital in the Company’s Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a reduction of Additional paid-in-capital to the extent that there are treasury stock gains to offset the losses. If there are no treasury stock gains in Additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of Retained earnings in the Company’s Consolidated Balance Sheets. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company accounts for income taxes under the asset and liability method. Therefore, income tax expense is based on reported (Loss) income before income taxes, and deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities that are recognized for financial reporting purposes and the carrying amounts that are recognized for income tax purposes. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on currently available evidence. The Company considers how to recognize, measure, present and disclose in financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company is subject to tax audits in various jurisdictions. The Company regularly assesses the likely outcomes of such audits in order to determine the appropriateness of liabilities for unrecognized tax benefits (“UTBs”). The Company classifies interest and penalties related to UTBs as a component of the provision for income taxes. For UTBs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. 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. F-13 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) As a result of the 2017 Tax Act changing the U.S. to a modified territorial tax system, the Company no longer asserts that any of its undistributed foreign earnings are permanently reinvested. The Company does not expect to incur significant withholding or state taxes on future distributions. To the extent there remains a basis difference between the financial reporting and tax basis of an investment in a foreign subsidiary after the repatriation of the previously taxed income, the Company is permanently reinvested. A determination of the unrecognized deferred taxes related to these components is not practicable. The Tax Act requires a U.S. shareholder of a foreign corporation to include in income its global intangible low-taxed income (“GILTI”). In general, GILTI is described as the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. An entity may choose to recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or an entity can elect to treat GILTI as a period cost and include it in the tax expense of the year it is incurred. 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. Restructuring Costs Charges incurred in connection with plans to restructure and integrate acquired businesses or in connection with cost-reduction initiatives that are initiated from time to time are included in Restructuring costs in the Consolidated Statements of Operations if such costs are directly associated with an exit or disposal activity, a reorganization, or with integrating an acquired business. These costs can include employee separations, contract and lease terminations, and other direct exit costs. Employee severance and other termination benefits are primarily determined based on established benefit arrangements, local statutory requirements or historical practices. The Company recognizes these benefits when payment is probable and estimable. Other business realignment costs represent the incremental cost directly related to the restructuring activities which can include accelerated depreciation, professional or consulting fees and other internal costs including compensation related costs for dedicated internal resources. Other business realignment costs are generally recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations. Fair Value Measurements The following fair value hierarchy is used in selecting inputs for those assets and liabilities measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The Company evaluates these inputs and recognizes transfers between levels, if any, at the end of each reporting period. The hierarchy consists of three levels: Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities; Level 2 - Valuation based on inputs other than Level 1 inputs that are observable for the assets or liabilities either directly or indirectly; Level 3 - Valuation based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and supported by little or no observable market activity. Apart from Coty’s equity investment in Wella (see Note 12—Equity Investments), the Company has not elected the fair value measurement option for any financial instruments or other assets not required to be measured at fair value on a recurring basis. Derivative Instruments and Hedging Activities All derivatives are recognized as assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges under FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"), the change in fair value of the derivative is initially recorded in Accumulated other comprehensive (loss) income in the Consolidated Balance Sheets and is subsequently recognized in earnings when the hedged exposure impacts earnings. For derivative instruments that are not designated as hedges, gains (losses) from changes in fair values are recognized in Net income (loss). The Company does not enter into derivatives for trading or speculative purposes. Foreign Currency Exchange gains or losses incurred on non-financing foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional currency are reflected in Cost of sales or operating expenses. Net (losses)/gains of $( 18.1 ), $( 32.3 ) and $ 3.3 in fiscal 2024, 2023 and 2022, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations. Assets and liabilities of foreign operations are translated into U.S. 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 F-14 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) presented. Translation gains or losses are reported as cumulative adjustments in Accumulated other comprehensive income (loss) (“AOCI/(L)”). Net (losses)/gains of $( 16.5 ), $( 12.2 ) and $ 10.0 in fiscal 2024, 2023 and 2022, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations. Lacoste Fragrances License Termination During fiscal 2023, the Company terminated its licensing arrangement for Lacoste fragrances and received termination payments from the licensor totaling € 87.8 million (approximately $ 93.9 ). The Company 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 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 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. Additionally, management anticipates derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary. The Company has substantially completed its commercial activities in Russia. However, the Company anticipates that the process related to the liquidation of the Russian legal entity will take an extended period of time. Recently Issued and Not Yet Adopted Accounting Pronouncements Accounting Standard Update(s) Topic Effective Period Summary 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. F-15 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 3. 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”). 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. 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 . 4. SEGMENT REPORTING Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has designated its Chief Executive Officer as the CODM. Certain income and shared costs and the results of corporate initiatives are managed by Corporate. Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments. Corporate costs are not used by the CODM to measure the underlying performance of the segments. With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 11—Goodwill and Other Intangible Assets, net. Year Ended June 30, SEGMENT DATA 2024 2023 2022 Net revenues: Prestige $ 3,857.3 $ 3,420.5 $ 3,267.9 Consumer Beauty 2,260.7 2,133.6 2,036.5 Total $ 6,118.0 $ 5,554.1 $ 5,304.4 Depreciation and amortization: Prestige $ 258.9 $ 262.4 $ 313.4 Consumer Beauty 162.2 164.3 203.0 Total $ 421.1 $ 426.7 $ 516.4 Operating income (loss) from continuing operations Prestige $ 580.7 $ 483.7 $ 367.2 Consumer Beauty 89.3 63.3 9.5 Corporate ( 123.3 ) ( 3.3 ) ( 135.8 ) Total $ 546.7 $ 543.7 $ 240.9 Reconciliation: Operating income from continuing operations $ 546.7 $ 543.7 $ 240.9 Interest expense, net 252.0 257.9 224.0 Other expense (income), net 90.2 ( 419.0 ) ( 409.9 ) Income from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8 F-16 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) As of June 30, Long-lived assets: 2024 2023 U.S. $ 3,477.7 $ 3,597.3 Netherlands 3,066.3 3,367.5 Brazil 441.9 495.0 All other 1,204.3 1,039.0 Total $ 8,190.2 $ 8,498.8 For Net revenues, a major country is defined as a group of subsidiaries in a country with combined revenues greater than 10% of consolidated net revenues or as otherwise deemed significant. The United States is the only country that accounts for more than 10% of total net revenues for fiscal years 2024, 2023 and 2022. The United States had net revenues of $ 1,617.7 , $ 1,547.7 and $ 1,477.7 in fiscal 2024, 2023 and 2022, respectively. No customer or group of affiliated customers accounted for more than 10% of the Company’s Net revenues in fiscal 2024, 2023 and 2022 or are otherwise deemed significant. For Long-lived assets, a major country is defined as a group of subsidiaries within a country with combined long-lived assets greater than 10% of consolidated long-lived assets or as otherwise deemed significant. Long-lived assets include property and equipment, goodwill and other intangible assets. Presented below are the net revenues associated with Company’s product categories as a percentage of total net revenues for continuing operations: Year Ended June 30, PRODUCT CATEGORY 2024 2023 2022 Fragrances 61.3 % 59.4 % 58.9 % Color Cosmetics 26.4 % 27.9 % 28.7 % Body Care, Skin & Other 12.3 % 12.7 % 12.4 % Total 100.0 % 100.0 % 100.0 % 5. ACQUISITION- AND DIVESTITURE-RELATED COSTS 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 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. These costs can include legal, accounting, information technology, other professional or consulting fees and other internal costs. Internal costs can include compensation related expenses for dedicated internal resources. 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 , 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. 6. RESTRUCTURING COSTS Restructuring costs for the fiscal years ended June 30, 2024, 2023 and 2022 are presented below: Year Ended June 30, 2024 2023 2022 Transformation Plan $ ( 1.2 ) $ ( 6.5 ) $ ( 6.5 ) Current Restructuring Actions 37.9 — — Total $ 36.7 $ ( 6.5 ) $ ( 6.5 ) Transformation Plan F-17 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) On July 1, 2019, the Company announced a four-year plan to drive substantial improvement in and optimization in the Company's businesses (the “Turnaround Plan”). This plan was expanded on May 11, 2020 to further reduce fixed costs (the “Transformation Plan”). Of the expected costs, the Company has incurred cumulative restructuring charges of $ 214.3 related to approved initiatives through June 30, 2024, which have been recorded in Corporate. As of June 30, 2024, the Company does not expect to incur any additional restructuring charges pertaining to the Transformation Plan. The following table presents aggregate restructuring charges for the program: Severance and Employee Benefits Fixed Asset Write-offs Other Exit Costs Total Fiscal 2020 $ 151.2 $ ( 1.1 ) $ 6.5 $ 156.6 Fiscal 2021 $ 73.4 $ ( 0.5 ) $ 0.3 $ 73.2 Fiscal 2022 ( 6.2 ) — ( 0.3 ) $ ( 6.5 ) 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 are presented below: Severance and Employee Benefits Total Program Costs Balance—July 1, 2023 $ 10.0 $ 10.0 Restructuring charges 0.2 0.2 Payments ( 3.0 ) ( 3.0 ) 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 (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. 7. TRADE RECEIVABLES—FACTORING The Company factors a portion of its trade receivables with unrelated third-party factoring companies on both a recourse and non-recourse basis. The Company accounts for trade receivable transfers as sales and derecognizes the sold receivables from the Consolidated Balance Sheets. The net amount utilized under factoring facilities was $ 195.3 and $ 202.9 as of June 30, 2024 and 2023, respectively. The aggregate amount of trade receivable invoices on a worldwide basis amounted to $ 1,534.3 and $ 1,579.2 in fiscal 2024 and 2023, respectively. Remaining balances due from factors amounted to $ 10.0 and $ 14.2 as of June 30, 2024 and 2023, respectively, and are included in Trade receivables, net in the Consolidated Balance Sheets. 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 F-18 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) receivables are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows. U.S. 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 remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement. For certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date. The fair value of sold receivables approximated their book value due to their short-term nature. The Company estimated that the fair value of its servicing responsibilities was not material. European Receivables Purchase Agreement In September 2019, the Company entered into a factoring agreement with a financial institution, which allows for the transfer of receivables from certain of the Company’s European subsidiaries, in exchange for cash (the “European Receivables Purchase Agreement”). The total outstanding amount permitted among such subsidiaries is € 143.0 million. Factoring of such receivables under the European Receivables Purchase Agreement is executed on a non-recourse basis. Other Factoring Agreements In addition to the Company’s main factoring facilities described above, from time to time, certain of the Company’s subsidiaries may enter into local factoring agreements with local financial institutions. Based on the terms of such arrangements entered into during fiscal 2024 and 2023, the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets. 8. INVENTORIES Inventories as of June 30, 2024 and 2023 are presented below: June 30, 2024 June 30, 2023 Raw materials $ 201.2 $ 224.1 Work-in-process 10.4 15.6 Finished goods 552.5 613.7 Total inventories $ 764.1 $ 853.4 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of June 30, 2024 and 2023 are presented below: June 30, 2024 June 30, 2023 Due from related party $ 40.0 $ 70.6 Value added tax, sales and other non-income tax assets 99.4 60.2 Expected income tax refunds, credits and prepaid income taxes 101.4 102.4 Prepaid marketing, copyright and agency fees 94.4 88.7 Non-trade receivables 21.4 18.4 Prepaid rent, leases, maintenance and insurance 18.8 17.5 Interest rate swap asset — 2.8 Forward Repurchase Contracts Asset 29.1 137.6 Other 32.7 55.4 Total prepaid expenses and other current assets $ 437.2 $ 553.6 F-19 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 10. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of June 30, 2024 and 2023 are presented below: June 30, 2024 June 30, 2023 Land, buildings and leasehold improvements $ 428.6 $ 432.1 Machinery and equipment 694.0 676.4 Marketing furniture and fixtures 568.4 531.8 Computer equipment and software 776.0 751.5 Construction in progress 110.0 81.6 Property and equipment, gross 2,577.0 2,473.4 Accumulated depreciation and amortization ( 1,858.1 ) ( 1,760.5 ) Property and equipment, net $ 718.9 $ 712.9 Depreciation expense of property and equipment totaled $ 227.7 , $ 235.0 and $ 309.0 in fiscal 2024, 2023 and 2022, respectively. Depreciation expense is recorded in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations. 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 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. 11. GOODWILL AND OTHER INTANGIBLE ASSETS, NET Assessment for Impairments The Company tests goodwill and indefinite-lived other intangible assets for impairment at least annually as of May 1, or more frequently, if certain events or circumstances warrant. During fiscal years 2024, 2023, and 2022, the Company recorded no impairments of goodwill at the Company’s reporting units. 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. F-20 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Goodwill Goodwill as of June 30, 2024, 2023 and 2022 is presented below: Prestige Consumer Beauty Total Gross balance at June 30, 2022 $ 6,220.7 $ 1,734.1 $ 7,954.8 Accumulated impairments ( 3,110.3 ) ( 929.8 ) ( 4,040.1 ) Net balance at June 30, 2022 $ 3,110.4 $ 804.3 $ 3,914.7 Changes during the year ended June 30, 2023 Foreign currency translation 58.5 14.7 73.2 Gross balance at June 30, 2023 $ 6,279.2 $ 1,748.8 $ 8,028.0 Accumulated impairments ( 3,110.3 ) ( 929.8 ) ( 4,040.1 ) Net balance at June 30, 2023 $ 3,168.9 $ 819.0 $ 3,987.9 Changes during the year ended June 30, 2024 Foreign currency translation ( 64.6 ) ( 17.6 ) ( 82.2 ) Gross balance at June 30, 2024 $ 6,214.6 $ 1,731.2 $ 7,945.8 Accumulated impairments ( 3,110.3 ) ( 929.8 ) ( 4,040.1 ) Net balance at June 30, 2024 $ 3,104.3 $ 801.4 $ 3,905.7 Other Intangible Assets, net Other intangible assets, net as of June 30, 2024 and 2023 are presented below: June 30, 2024 June 30, 2023 Indefinite-lived other intangible assets $ 944.6 $ 950.8 Finite-lived other intangible assets, net 2,621.0 2,847.2 Total Other intangible assets, net $ 3,565.6 $ 3,798.0 F-21 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The changes in the carrying amount of indefinite-lived other intangible assets are presented below: Trademarks Total Gross balance at June 30, 2022 $ 1,881.5 $ 1,881.5 Accumulated impairments ( 944.9 ) ( 944.9 ) Net balance at June 30, 2022 $ 936.6 $ 936.6 Changes during the year ended June 30, 2023 Foreign currency translation 14.2 14.2 Gross balance at June 30, 2023 $ 1,895.7 $ 1,895.7 Accumulated impairments ( 944.9 ) ( 944.9 ) Net balance at June 30, 2023 $ 950.8 $ 950.8 Changes during the year ended June 30, 2024 Foreign currency translation ( 6.2 ) ( 6.2 ) Gross balance at June 30, 2024 $ 1,889.5 $ 1,889.5 Accumulated impairments $ ( 944.9 ) $ ( 944.9 ) Net balance at June 30, 2024 944.6 944.6 Intangible assets subject to amortization are presented below: Cost Accumulated Amortization Accumulated Impairment Net June 30, 2023 License and collaboration agreements $ 3,756.2 $ ( 1,282.6 ) $ ( 19.6 ) $ 2,454.0 Customer relationships 750.6 ( 505.9 ) ( 5.5 ) 239.2 Trademarks 313.0 ( 180.6 ) ( 0.5 ) 131.9 Product formulations and technology 85.6 ( 63.5 ) — 22.1 Total $ 4,905.4 $ ( 2,032.6 ) $ ( 25.6 ) $ 2,847.2 June 30, 2024 License and collaboration agreements $ 3,715.1 $ ( 1,422.5 ) $ ( 19.6 ) $ 2,273.0 Customer relationships 741.8 ( 527.8 ) ( 5.5 ) 208.5 Trademarks 311.7 ( 192.4 ) ( 0.5 ) 118.8 Product formulations and technology 83.7 ( 63.0 ) — 20.7 Total $ 4,852.3 $ ( 2,205.7 ) $ ( 25.6 ) $ 2,621.0 Amortization expense totaled $ 193.4 , $ 191.8 and $ 207.4 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively. F-22 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Intangible assets subject to amortization are amortized principally using the straight-line method and have the following weighted-average remaining lives: Description 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. The estimated aggregate amortization expense for each of the following fiscal years ending June 30 is presented below: 2025 $ 189.0 2026 158.0 2027 148.5 2028 145.0 2029 142.8 License Agreements The Company records assets for license agreements (“licenses”) acquired in transactions accounted for as business combinations. These licenses provide the Company with the exclusive right to manufacture and market on a worldwide and/or regional basis, certain of the Company’s products which comprise a significant portion of the Company’s revenues. These licenses have initial terms covering various periods. Certain brand licenses provide for automatic extensions ranging from 2 to 10 year terms, at the Company’s discretion. F-23 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 12. EQUITY INVESTMENTS The Company's equity investments, classified as Equity investments on the Consolidated Balance Sheets, as of June 30, 2024 are represented by the following: June 30, 2024 June 30, 2023 Equity method investments: KKW Holdings (a) $ 5.6 $ 8.9 Equity investments at fair value: Wella (b) 1,085.0 1,060.0 Total equity investments $ 1,090.6 $ 1,068.9 (a) On January 4, 2021, the Company completed its purchase of 20 % of the outstanding equity of KKW Holdings. 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. Amounts presented represent combined totals at the investee level and not the Company’s proportionate share: Summarized Statements of Operations information: Year Ended June 30, 2024 Year Ended June 30, 2023 Net revenues $ 2,590.1 $ 2,477.7 Gross profit 1,732.8 1,616.2 Operating income 42.7 163.6 Loss before income taxes ( 176.4 ) ( 33.6 ) Net loss ( 133.8 ) ( 76.2 ) Summarized Balance Sheets information: June 30, 2024 June 30, 2023 Current assets $ 1,080.4 $ 1,093.4 Noncurrent assets 4,322.3 4,554.5 Total assets 5,402.7 5,647.9 Current liabilities 967.3 1,038.9 Noncurrent liabilities 2,687.6 2,708.5 Total liabilities 3,654.9 3,747.4 F-24 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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. The following table summarizes movements in equity investments with fair value option that are classified within Level 3 for the period ended June 30, 2024. There were no internal movements to or from Level 3 from Level 1 or Level 2 for the period ended June 30, 2024. Equity investments at fair value: Balance as of June 30, 2023 $ 1,060.0 Total gains/(losses) included in earnings 25.0 Balance as of June 30, 2024 $ 1,085.0 Level 3 significant unobservable inputs sensitivity The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company’s investments carried at fair value as of June 30, 2024. Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments. Fair value Valuation Technique Unobservable input Range Equity investments at fair value $ 1,085.0 Discounted cash flows Discount rate 9.75 % (a) Growth rate 1.8 % - 11.0 % (a) Market multiple Revenue multiple 2.0 x- 2.2 x (b) EBITDA multiple 10.2 x – 11.8 x (b) (a) The primary unobservable inputs used in the fair value measurement of the Company’s equity investments with fair value option, when using a discounted cash flow method, are the discount rate and revenue growth rate. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. The Company estimates the discount rate based on the investees' projected cost of equity and debt. The revenue growth rate is forecasted for future years by the investee based on their best estimates. Significant increases (decreases) in the revenue growth rate in isolation would result in a significantly higher (lower) fair value measurement. (b) The primary unobservable inputs used in the fair value measurement of the Company’s equity investments with fair value option, when using a market multiple method, are the revenue multiple and EBITDA multiple. Significant increases (decreases) in the revenue multiple or EBITDA multiple in isolation would result in a significantly higher (lower) fair value measurement. The market multiples are derived from a group of guideline public companies. F-25 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of June 30, 2024 and 2023 consist of the following: June 30, 2024 June 30, 2023 Advertising, marketing and licensing $ 331.4 $ 338.4 Customer returns, discounts, allowances and bonuses 220.4 261.5 Compensation and other compensation related benefits 188.7 171.1 Value added, sales and other non-income taxes 99.1 71.5 Derivative liability for foreign currency 16.3 4.3 Restructuring costs 29.6 8.9 Interest 70.5 47.0 Auditing, consulting, legal and litigation accruals 27.1 25.2 Deferred income 7.5 6.9 Factoring - due to counterparty 6.6 23.0 Unfavorable contract liability 10.3 10.5 Due to related party — 8.3 Cross currency swap liability — 0.5 Other 59.8 64.9 Total accrued expenses and other current liabilities $ 1,067.3 $ 1,042.0 F-26 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 14. DEBT June 30, 2024 June 30, 2023 Short-term debt $ — $ — Senior Secured Notes 2026 Dollar Senior Secured Notes due April 2026 650.0 900.0 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 2018 Coty Term B Facility due April 2025 — 1,183.7 Senior Unsecured Notes 2026 Dollar Notes due April 2026 — 473.0 2026 Euro Notes due April 2026 192.7 196.0 Brazilian Credit Facility — 31.9 Finance lease obligations 4.3 7.1 Total debt 3,913.7 4,281.6 Less: Short-term debt and current portion of long-term debt ( 3.0 ) ( 57.9 ) Total Long-term debt 3,910.7 4,223.7 Less: Unamortized financing fees and discounts on long-term debt ( 68.9 ) ( 45.5 ) Total Long-term debt, net $ 3,841.8 $ 4,178.2 Short-Term Debt The Company maintains short-term lines of credit with financial institutions around the world. 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 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. The weighted-average interest rate on short-term debt outstanding was 0.0 % and 0.0 % as of June 30, 2024 and 2023, respectively. 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. F-27 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Long-Term Debt The Company’s long-term debt facilities consisted of the following as of June 30, 2024 and 2023: Facility Maturity Date Borrowing Capacity (in millions) as of June 30, 2024 Interest Rate Terms Applicable Interest Rate Spread as of June 30, 2024 Debt Discount Repayment Schedule 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 4.75 % N/A (b) Payable in full at maturity date 2021 Coty Revolving Credit Facility (f) (g) April 2025 $ — SOFR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company’s total net leverage ratio (c) (d) (e) 1.75 % N/A (b) Replaced by 2023 Coty Revolving Credit Facility Brazilian Credit Facilities - October 2023 October 2023 $ — 3.48 % per annum, payable quarterly in arrears beginning on July 5, 2022 3.48 % N/A (b) Repaid in full 2026 Dollar Senior Secured Notes April 2026 $ 650.0 5.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021 5.00 % N/A (b) Payable in full at maturity date 2026 Euro Senior Secured Notes April 2026 € 700.0 3.875 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021 3.875 % N/A (b) 2018 Coty Term B Facility - USD Portion (g) 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 € — SOFR (a) plus a margin of 2.50 % per annum (d) 2.50 % 0.25 % 2026 Dollar Notes April 2026 $ — 6.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018 N/A (b) N/A (b) Payable in full at maturity date 2026 Euro Notes April 2026 € 180.3 4.75 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018 N/A (b) N/A (b) (a) As defined in the Interest section below. (b) N/A - Not Applicable. (c) As defined per the 2018 Coty Credit Agreement, as amended. (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. F-28 COTY INC. & 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 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 . F-29 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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. 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 above. 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, 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; and (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. Redemption Pricing 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. F-30 COTY INC. & 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: Price 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 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 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 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. 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 accordance to the 2018 Coty Credit Agreement, as amended. 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 On April 5, 2018 the Company issued, at par, $ 550.0 of 6.50 % senior unsecured notes due 2026 (the “2026 Dollar Notes”), € 550.0 million of 4.00 % senior unsecured notes due 2023 (the “2023 Euro Notes”) and € 250.0 million of 4.75 % senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering. The Senior Unsecured Notes are senior unsecured debt obligations of the Company and will be pari passu in right of payment with all of the Company’s existing and future senior indebtedness (including the 2018 Coty Credit Facilities). 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 F-31 COTY INC. & 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 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 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. The Senior Unsecured Notes contain customary covenants that place restrictions in certain circumstances on, among other things, incurrence of liens, entry into sale or leaseback transactions, sales of all or substantially all of the Company’s assets and certain merger or consolidation transactions. The Senior Unsecured Notes also provide for customary events of default. Optional Redemption 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: Price Year 2026 Euro Notes 2025 and thereafter 100.0000 % 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. Interest The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either: • SOFR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or • Alternate base rate (“ABR”) plus the applicable margin. In the case of the 2023 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below: Pricing Tier Total Net Leverage Ratio: SOFR plus: Alternative Base Rate Margin: 1.0 Greater than or equal to 4.75 :1 2.000 % 1.000 % 2.0 Less than 4.75 :1 but greater than or equal to 4.00 :1 1.750 % 0.750 % 3.0 Less than 4.00 :1 but greater than or equal to 2.75 :1 1.500 % 0.500 % 4.0 Less than 2.75 :1 but greater than or equal to 2.00 :1 1.250 % 0.250 % 5.0 Less than 2.00 :1 but greater than or equal to 1.50 :1 1.125 % 0.125 % 6.0 Less than 1.50 :1 1.000 % — % F-32 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Pricing Tier Debt Ratings (S&P/Fitch/Moody’s): SOFR plus: Alternative Base Rate Margin: 5.0 Less than BB+/Ba1 2.000 % 1.000 % 4.0 BB+/Ba1 1.750 % 0.750 % 3.0 BBB-/Baa3 1.500 % 0.500 % 2.0 BBB/Baa2 1.250 % 0.250 % 1.0 BBB+/Baa1 or higher 1.125 % 0.125 % Fair Value of Debt June 30, 2024 June 30, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes $ 3,716.7 $ 3,719.7 $ 2,161.0 $ 2,066.9 2018 Coty Credit Agreement — — 1,412.6 1,393.5 Senior Unsecured Notes 192.7 192.8 669.0 661.5 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. The Company obtains fair values from independent pricing services or utilizes the USD SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy. Debt Maturities Schedule Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding capital lease obligations as of June 30, 2024, are presented below: Fiscal Year Ending June 30, 2025 $ — 2026 1,590.8 2027 534.3 2028 — 2029 1,034.3 Thereafter 750.0 Total $ 3,909.4 Covenants The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period. Quarterly Test Period Ending Total Net Leverage Ratio (a) 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, F-33 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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. 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, 2024, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended. 15. LEASES The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. 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. The following table provides additional information about the Company’s operating leases for the fiscal years ended June 30, 2024, 2023 and 2022. Lease Cost: Year Ended June 30, 2024 Year Ended June 30, 2023 Year Ended June 30, 2022 Operating lease cost $ 74.5 $ 76.2 $ 90.4 Short-term lease cost 3.4 0.9 1.2 Variable lease cost 41.7 40.3 39.3 Sublease income ( 16.7 ) ( 15.8 ) ( 20.0 ) Net lease cost $ 102.9 $ 101.6 $ 110.9 Other information: Operating cash outflows from operating leases ( 72.0 ) ( 73.8 ) $ ( 83.8 ) Right-of-use assets obtained in exchange for lease obligations 32.6 25.7 $ 104.9 Weighted-average remaining lease term - real estate 6.8 years 7.2 years 7.6 years Weighted-average discount rate - real estate leases 4.52 % 4.13 % 3.85 % F-34 COTY INC. & 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: Fiscal Year Ending June 30, 2025 $ 68.1 2026 56.0 2027 49.2 2028 37.2 2029 33.2 Thereafter 81.3 Total future lease payments 325.0 Less: imputed interest ( 48.5 ) Total present value of lease liabilities $ 276.5 Current operating lease liabilities 57.8 Long-term operating lease liabilities 218.7 Total operating lease liabilities $ 276.5 Table excludes obligations for leases with original terms of twelve months or less which have not been recognized as ROU assets or liabilities in the Consolidated Balance Sheets. F-35 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 16. INCOME TAXES Income from continuing operations before income taxes in fiscal 2024, 2023 and 2022 is presented below: Year Ended June 30, 2024 2023 2022 United States $ ( 591.1 ) $ ( 253.6 ) $ ( 277.5 ) Foreign 795.6 958.4 704.3 Total $ 204.5 $ 704.8 $ 426.8 The components of the Company’s total provision (benefit) for income taxes from continuing operations during fiscal 2024, 2023 and 2022 are presented below: Year Ended June 30, 2024 2023 2022 Provision for income taxes on continuing operations: Current: Federal $ 1.2 $ 2.6 $ 6.6 State and local ( 3.5 ) 2.6 ( 6.0 ) Foreign 107.2 120.1 152.1 Total 104.9 125.3 152.7 Deferred: Federal ( 36.7 ) ( 61.1 ) ( 2.7 ) State and local ( 16.7 ) 1.0 ( 12.8 ) Foreign 43.6 116.4 27.6 Total ( 9.8 ) 56.3 12.1 Provision for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8 The reconciliation of the U.S. Federal statutory tax rate to the Company’s effective income tax rate during fiscal 2024, 2023 and 2022 is presented below: Year Ended June 30, 2024 2023 2022 Income (loss) from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8 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 ) Foreign tax differentials 20.9 ( 10.1 ) ( 16.4 ) Change in valuation allowances 38.9 10.2 ( 2.3 ) Change in unrecognized tax benefit ( 15.5 ) 32.5 ( 10.6 ) Permanent differences—net 7.6 ( 4.9 ) 25.4 Non-deductible executive stock compensation 19.7 27.7 37.1 Currency Loss ( 22.5 ) ( 13.6 ) ( 0.2 ) Dispositions of business assets — — 12.7 Russia exit — ( 7.0 ) 24.1 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 for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8 Effective income tax rate 46.5 % 25.8 % 38.6 % F-36 COTY INC. & SUBSIDIARIES 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; and • 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; and • 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; and • 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. F-37 COTY INC. & 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: June 30, 2024 June 30, 2023 Deferred income tax assets: Inventories $ 7.0 $ 7.5 Accruals and allowances 62.1 54.9 Sales returns 15.2 19.1 Share-based compensation 5.3 4.8 Employee benefits 55.7 55.6 Net operating loss carry forwards and tax credits 308.6 241.4 Capital loss carry forwards 0.2 0.3 Interest expense limitation carry forward 102.8 47.5 Lease liability 26.0 28.6 Principal relocation lease 337.7 424.0 Property, plant and equipment 21.1 13.0 Other 58.5 48.4 Less: valuation allowances ( 151.4 ) ( 60.7 ) Net deferred income tax assets 848.8 884.4 Deferred income tax liabilities: Intangible assets 772.4 817.4 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 Deferred income tax liabilities 907.9 954.3 Net deferred income tax (liability) asset $ ( 59.1 ) $ ( 69.9 ) 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: Fiscal Year Ending June 30, United States Western Europe Rest of World Total 2025 $ — $ 0.1 $ 3.4 $ 3.5 2026 — — 8.1 8.1 2027 — 12.9 20.2 33.1 2028 — 115.9 16.6 132.5 2029 and thereafter — 57.1 248.4 305.5 Total $ — $ 186.0 $ 296.7 $ 482.7 The total valuation allowances recorded are $ 151.4 and $ 60.7 as of June 30, 2024 and 2023, respectively. 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. F-38 COTY INC. & 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: Year Ended June 30, 2024 2023 2022 UTBs—July 1 $ 235.5 $ 251.6 $ 279.9 Additions based on tax positions related to the current year 1.3 6.7 1.7 Additions for tax positions of prior years 15.8 0.7 20.8 Reductions for tax positions of prior years ( 19.0 ) ( 1.4 ) ( 29.4 ) Settlements ( 1.2 ) ( 4.6 ) ( 0.2 ) Lapses in statutes of limitations ( 17.8 ) ( 13.8 ) ( 14.1 ) Foreign currency translation 0.7 ( 3.7 ) ( 7.1 ) UTBs—June 30 $ 215.3 $ 235.5 $ 251.6 As of June 30, 2024, the Company had $ 215.3 of UTBs of which $ 169.9 represents the amount that, if recognized, would impact the effective income tax rate in future periods. As of June 30, 2024 and 2023, the liability associated with UTBs, including accrued interest and penalties, is $ 200.2 and $ 218.6 , respectively, which is recorded in Income and other taxes payable and Other non-current liabilities in the Consolidated Balance Sheets. 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 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. The Company is present in approximately 40 tax jurisdictions, and at any point in time is subject to several audits at various stages of completion. As a result, the Company evaluates tax positions and establishes liabilities for UTBs that may be challenged by local authorities and may not be fully sustained, despite a belief that the underlying tax positions are fully supportable. UTBs are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law, and closing of statute of limitations. Such adjustments are reflected in the provision for income taxes as appropriate. In fiscal 2024 and 2023, the Company recognized a tax benefit of $ 19.0 and $ 18.4 respectively associated with the settlement of tax audits in multiple jurisdictions and the expiration of foreign and state statutes of limitation. The Company has open tax years ranging from 2009 and forward. On the basis of information available at June 30, 2024, it is reasonably possible that a decrease of up to $ 32.9 in UTBs related to U.S. and foreign exposures may be necessary within the coming year. It is also possible the ongoing audits by tax authorities may result in increases or decreases to the balance of UTBs. Since it is common practice to extend audits beyond the Statute of Limitations, the Company is unable to predict the timing or conclusion of these audits and, accordingly, the Company is unable to estimate the amount of changes to the balance of UTBs that are reasonably possible at this time. However, the Company believes it has adequately provided for its UTBs for all open tax years in each tax jurisdiction. F-39 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 17. INTEREST EXPENSE, NET Interest expense, net for the years ended June 30, 2024, 2023 and 2022 is presented below: Year Ended June 30, 2024 2023 2022 Interest expense $ 251.6 $ 261.1 $ 241.2 Foreign exchange losses (gains), net of derivative contracts 16.5 12.2 ( 10.0 ) Interest income ( 16.1 ) ( 15.4 ) ( 7.2 ) Total interest expense, net $ 252.0 $ 257.9 $ 224.0 18. EMPLOYEE BENEFIT PLANS Savings and Retirement Plans - The Company’s Savings and Retirement Plans include a U.S. defined contribution plan for employees primarily in the U.S. and international savings plans for employees in certain other countries. In the U.S., hourly and salary based employees are eligible to participate in the plan after 90 days of service and the Company matches 100 % of employee contributions up to 6.0 % of employee compensation. In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation. During fiscal 2024, 2023 and 2022, the defined contribution expense for Coty Inc. for the U.S. 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. Pension Plans - The Company sponsors contributory and noncontributory defined benefit pension plans covering certain U.S. and international employees primarily in France, Germany and Switzerland. Participants in the U.S. defined benefit pension plan no longer accrue benefits. The Company measures defined benefit plan assets and obligations as of the date of the Company’s fiscal year-end. The Company’s defined benefit pension plans are funded primarily through contributions from the Company after consideration of recommendations from the pension plans’ independent actuaries and are funded at levels sufficient to comply with local requirements. Settlements and Curtailments for Pension Plans 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. and France if certain age and service requirements are met. Estimated benefits to be paid by the Company are expensed over the service period of each employee based on calculations performed by an independent actuary. In addition, the Company has a supplemental retirement plan and a termination benefit plan for selected salaried employees. F-40 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The aggregate reconciliation of the projected benefit obligations, plan assets, funded status and amounts recognized in the Company’s Consolidated Financial Statements related to the Company’s pension plans and other post-employment benefit plans is presented below: Pension Plans Other Post-Employment Benefits Total U.S. International 2024 2023 2024 2023 2024 2023 2024 2023 Change in benefit obligation Benefit obligation—July 1 $ 13.0 $ 14.5 $ 355.6 $ 343.7 $ 36.0 $ 38.8 $ 404.6 $ 397.0 Service cost — — 5.1 4.8 0.5 0.6 5.6 5.4 Interest cost 0.7 0.7 12.8 10.9 1.5 1.7 15.0 13.3 Plan participants’ contributions — — 1.5 1.1 0.1 0.2 1.6 1.3 Benefits paid ( 1.3 ) ( 1.4 ) ( 15.5 ) ( 14.5 ) ( 1.8 ) ( 1.9 ) ( 18.6 ) ( 17.8 ) New employees transfers (out)/in — — ( 0.8 ) 1.0 — — ( 0.8 ) 1.0 Premiums paid — — ( 0.6 ) ( 0.5 ) — — ( 0.6 ) ( 0.5 ) Pension curtailment — — ( 0.1 ) ( 0.7 ) — — ( 0.1 ) ( 0.7 ) Other (a) — — — 16.2 — — — 16.2 Pension settlement — — ( 0.1 ) ( 4.2 ) — — ( 0.1 ) ( 4.2 ) Actuarial loss (gain) 0.1 ( 0.8 ) 8.5 ( 16.6 ) ( 4.5 ) ( 3.3 ) 4.1 ( 20.7 ) Effect of exchange rates — — ( 5.4 ) 14.4 ( 0.1 ) ( 0.1 ) ( 5.5 ) 14.3 Benefit obligation—June 30 $ 12.5 $ 13.0 $ 361.0 $ 355.6 $ 31.7 $ 36.0 $ 405.2 $ 404.6 Change in plan assets Fair value of plan assets—July 1 $ — $ — $ 120.9 $ 101.5 $ 0.1 $ — $ 121.0 $ 101.5 Actual return on plan assets — — 8.6 1.5 — — 8.6 1.5 Employer contributions 1.3 1.4 15.2 13.7 1.7 1.8 18.2 16.9 Plan participants’ contributions — — 1.5 1.1 0.2 0.2 1.7 1.3 Benefits paid ( 1.3 ) ( 1.4 ) ( 15.5 ) ( 14.5 ) ( 1.8 ) ( 1.9 ) ( 18.6 ) ( 17.8 ) New employees transfers (out)/in — — ( 0.8 ) 1.0 — — ( 0.8 ) 1.0 Premiums paid — — ( 0.6 ) ( 0.5 ) — — ( 0.6 ) ( 0.5 ) Plan settlements — — ( 0.1 ) ( 4.2 ) — — ( 0.1 ) ( 4.2 ) Other (a) — — — 16.2 — — — 16.2 Effect of exchange rates — — ( 1.2 ) 5.1 — — ( 1.2 ) 5.1 Fair value of plan assets—June 30 — — 128.0 120.9 0.2 0.1 128.2 121.0 Funded status—June 30 $ ( 12.5 ) $ ( 13.0 ) $ ( 233.0 ) $ ( 234.7 ) $ ( 31.5 ) $ ( 35.9 ) $ ( 277.0 ) $ ( 283.6 ) (a) In connection with the P&G Beauty business acquisition in 2016, the Company assumed certain international pension and OPEB obligations and assets (the “P&G plans”). At that time, the P&G plans had an active legal dispute that has been resolved during fiscal 2023, resulting in $ 16.2 of additional assets being paid to the Coty plans. The projected benefit obligation has also increased $ 16.2 to reflect the liability to distribute these funds to the employees who were originally in the P&G plans. We expect that most of these assets will be paid out over the next few fiscal years. F-41 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) With respect to the Company’s pension plans and other post-employment benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets as of June 30, 2024 and 2023, are presented below: Pension Plans Other Post-Employment Benefits Total U.S. International 2024 2023 2024 2023 2024 2023 2024 2023 Noncurrent assets $ — $ — $ 1.8 $ 1.4 $ — $ — $ 1.8 $ 1.4 Current liabilities ( 1.3 ) ( 1.3 ) ( 0.2 ) ( 0.5 ) ( 2.1 ) ( 2.5 ) ( 3.6 ) ( 4.3 ) Noncurrent liabilities ( 11.2 ) ( 11.7 ) ( 234.6 ) ( 235.6 ) ( 29.4 ) ( 33.4 ) ( 275.2 ) ( 280.7 ) Funded status ( 12.5 ) ( 13.0 ) ( 233.0 ) ( 234.7 ) ( 31.5 ) ( 35.9 ) ( 277.0 ) ( 283.6 ) AOC(L)/I 0.5 1.4 47.8 56.1 19.1 18.5 67.4 76.0 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. 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. The accumulated benefit obligation for the U.S. defined benefit pension plans was $ 12.5 and $ 13.0 as of June 30, 2024 and 2023, respectively. The accumulated benefit obligation for international defined benefit pension plans was $ 351.9 and $ 346.3 as of June 30, 2024 and 2023, respectively. Pension plans with accumulated benefit obligations in excess of plan assets and projected benefit obligations in excess of plan assets are presented below: Pension plans with accumulated benefit obligations in excess of plan assets Pension plans with projected benefit obligations in excess of plan assets U.S. International U.S. International 2024 2023 2024 2023 2024 2023 2024 2023 Projected benefit obligation $ 12.5 $ 13.0 $ 346.8 $ 342.0 $ 12.5 $ 13.0 $ 346.8 $ 342.0 Accumulated benefit obligation 12.5 13.0 338.7 333.7 12.5 13.0 338.7 333.7 Fair value of plan assets — — 112.2 106.2 — — 112.2 106.2 F-42 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Net Periodic Benefit Cost The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Consolidated Statements of Operations are presented below: Year Ended June 30, Pension Plans Other Post- Employment Benefits U.S. International Total 2024 2023 2022 2024 2023 2022 2024 2023 2022 2024 2023 2022 Service cost $ — $ — $ — $ 5.1 $ 4.8 $ 9.1 $ 0.5 $ 0.6 $ 0.8 $ 5.6 $ 5.4 $ 9.9 Interest cost 0.7 0.7 0.5 12.8 10.9 5.9 1.5 1.7 0.8 15.0 13.3 7.2 Expected return on plan assets — — — ( 4.8 ) ( 3.4 ) ( 4.5 ) — — — ( 4.8 ) ( 3.4 ) ( 4.5 ) Amortization of prior service (credit) cost — — — ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.2 ) ( 0.3 ) ( 0.3 ) ( 0.3 ) ( 0.4 ) Amortization of net (gain) loss ( 0.9 ) ( 2.9 ) 0.4 ( 2.4 ) ( 0.7 ) ( 0.2 ) ( 3.5 ) ( 2.4 ) ( 0.2 ) ( 6.8 ) ( 6.0 ) — Settlements (gain) loss recognized — — — — 0.2 1.8 — — — — 0.2 1.8 Curtailment (gain) loss recognized — — — ( 0.1 ) ( 0.7 ) ( 1.3 ) — — — ( 0.1 ) ( 0.7 ) ( 1.3 ) 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 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: Pension Plans Other Post-Employment Benefits U.S. International Total 2024 2023 2024 2023 2024 2023 2024 2023 Net actuarial (loss) gain $ 0.5 $ 1.4 $ 47.2 $ 55.3 $ 19.1 $ 18.2 $ 66.8 $ 74.9 Prior service credit (cost) — — 0.6 0.8 — 0.3 0.6 1.1 Total recognized in AOC(L)/I $ 0.5 $ 1.4 $ 47.8 $ 56.1 $ 19.1 $ 18.5 $ 67.4 $ 76.0 Changes in plan assets and benefit obligations recognized in OCI/(L) during the fiscal year are presented below: Pension Plans Other Post-Employment Benefits U.S. International Total 2024 2023 2024 2023 2024 2023 2024 2023 Net actuarial (loss) gain $ ( 0.1 ) $ 0.8 $ ( 4.8 ) $ 14.7 $ 4.5 $ 3.3 $ ( 0.4 ) $ 18.8 Amortization or curtailment recognition of prior service (credit) cost — — ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.2 ) ( 0.3 ) ( 0.3 ) Recognized net actuarial (gain) loss ( 0.9 ) ( 2.9 ) ( 2.4 ) ( 0.5 ) ( 3.5 ) ( 2.4 ) ( 6.8 ) ( 5.8 ) Effect of exchange rates — — ( 0.9 ) 2.1 ( 0.1 ) 0.2 ( 1.0 ) 2.3 Total recognized in OCI/(L) $ ( 1.0 ) $ ( 2.1 ) $ ( 8.2 ) $ 16.2 $ 0.7 $ 0.9 $ ( 8.5 ) $ 15.0 Pension and Other Post-Employment Benefit Assumptions The weighted-average assumptions used to determine the Company’s projected benefit obligation above are presented below: Pension Plans Other Post-Employment Benefits U.S. International 2024 2023 2024 2023 2024 2023 Discount rates 5.3 %- 5.4 % 4.9 %- 5.3 % 1.5 %- 3.9 % 2.0 %- 4.2 % 3.8 %- 5.4 % 4.1 %- 5.1 % Future compensation growth rates N/A N/A 1.0 %- 3.2 % 1.3 %- 3.2 % N/A N/A F-43 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The weighted-average assumptions used to determine the Company’s net periodic benefit cost in fiscal 2024, 2023 and 2022 are presented below: Pension Plans Other Post- Employment Benefits U.S. International 2024 2023 2022 2024 2023 2022 2024 2023 2022 Discount rates 4.9 %- 5.3 % 4.0 %- 4.7 % 2.4 %- 2.6 % 2.0 %- 4.2 % 2.3 %- 3.4 % 0.3 %- 1.6 % 4.1 %- 5.1 % 2.9 %- 4.7 % 1.5 %- 2.8 % Future compensation growth rates N/A N/A N/A 1.3 %- 3.2 % 1.1 %- 3.2 % 1.0 %- 2.5 % N/A N/A N/A Expected long-term rates of return on plan assets N/A N/A N/A 3.5 %- 4.5 % 2.7 %- 3.8 % 1.3 %- 3.8 % N/A N/A N/A The health care cost trend rate assumptions have a significant effect on the amounts reported. Year Ended June 30, 2024 2023 2022 Health care cost trend rate assumed for next year 8.3 % 7.1 % 6.7 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.5 % 4.5 % 4.5 % Year that the rate reaches the ultimate trend rate 2032 2030 2029 Pension Plan Investment Policy The Company’s investment policies and strategies for plan assets are to achieve the greatest return consistent with the fiduciary character of the plan and to maintain a level of liquidity that is sufficient to meet the need for timely payment of benefits. The goals of the investment managers include minimizing risk and achieving growth in principal value so that the purchasing power of such value is maintained with respect to the rate of inflation. The pension plan’s return on assets is based on management’s expectations of long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this assumption, management considers historical and expected returns for the assets in which the plan is invested, as well as current economic and market conditions. The asset allocation decision includes consideration of future retirements, lump-sum elections, growth in the number of participants, the Company’s contributions and cash flow. These actual characteristics of the plan place certain demands upon the level, risk and required growth of trust assets. Actual asset allocation is regularly reviewed and periodically rebalanced to the strategic allocation when considered appropriate. The target asset allocations for the Company’s pension plans as of June 30, 2024 and 2023, by asset category are presented below: % of Plan Assets at Year Ended Target 2024 2023 Equity securities 40 % 35 % 32 % Fixed income securities 50 % 38 % 37 % Cash and other investments 11 % 27 % 31 % F-44 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Fair Value of Plan Assets The international pension plan assets that the Company measures at fair value on a recurring basis, based on the fair value hierarchy as described in Note 2—Summary of Significant Accounting Policies, as of June 30, 2024 and 2023 are presented below: Level 1 Level 2 Level 3 Total 2024 2023 2024 2023 2024 2023 2024 2023 Equity securities $ 32.8 $ 32.1 $ — $ — $ — $ — $ 32.8 $ 32.1 Fixed income securities: Corporate securities 38.2 37.3 — — — — 38.2 37.3 Other: Cash and cash equivalents 0.3 0.2 — — — — 0.3 0.2 Insurance contracts and other — — — — 56.9 51.4 56.9 51.4 Total pension plan assets $ 71.3 $ 69.6 $ — $ — $ 56.9 $ 51.4 $ 128.2 $ 121.0 The following is a description of the valuation methodologies used for plan assets measured at fair value: Equity securities -The fair values reflect the closing price reported on a major market where the individual securities are traded. These investments are classified within Level 1 of the valuation hierarchy. Corporate securities -The fair values are based on a compilation of primarily observable market information or a broker quote in a non-active market. These investments are classified within Level 1 of the valuation hierarchy. Cash and cash equivalents -The carrying amount approximates fair value, primarily because of the short maturity of cash equivalent instruments. These investments are classified within Level 1 of the valuation hierarchy. Insurance contracts and other - Includes contracts issued by insurance companies and other investments that are not publicly traded. These investments are generally classified as Level 3 as there are neither quoted prices nor other observable inputs for pricing. Insurance contracts are valued at cash surrender value, which approximates the contract fair value. Other Level 3 plan assets include real estate and other alternative investment funds requiring inputs that cannot be readily derived from observable market data due to the infrequency with which the underlying assets trade. The Company sponsors a qualified defined benefit pension plan for all eligible Swiss employees. Retirement benefits are provided based on employees’ years of service and earnings, or in accordance with applicable employee regulations. Consistent with typical Swiss practice, the pension plan is funded through a guaranteed insurance contract with an insurance company (“IC”). The IC is responsible for the investment strategy of the insurance premiums that the Company submits and does not hold individual assets per participating employer. Assets are invested in accordance with the IC’s own strategies and risk assessments. Under the terms of the contract, the interest rate as well as the capital value is guaranteed for each participant, with the IC assuming any risk to the value of the underlying assets. The IC is a member of a security fund, whose purpose is to cover any shortfall in the event they are not able to fulfill its contractual agreements. The plan assets of the Swiss plan are included in the Level 3 valuation. The Company also sponsors qualified defined benefit pension plans for certain eligible German employees. The Company’s German pension plans are partially funded with plan assets held in a Contractual Trust Arrangement, under which Company assets have been irrevocably transferred to a registered association for the exclusive purpose of securing and funding pension obligations in Germany. The association invests primarily in publicly tradable equity and fixed income securities, using a funding strategy that is reviewed on a regular basis. Plan assets are also held in the Company’s other non-U.S. defined benefit pension plans. The other non-U.S. defined benefit pension plans provide benefits primarily based on earnings and years of service and are funded in compliance with local laws and practices. The plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term at an acceptable level of risk. F-45 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The reconciliations of Level 3 plan assets measured at fair value in fiscal 2024 and 2023 are presented below: June 30, 2024 June 30, 2023 Insurance contracts: Fair value—July 1 $ 51.4 $ 33.6 Return on plan assets 3.3 ( 0.3 ) Purchases, sales and settlements, net 2.4 15.5 Effect of exchange rates ( 0.2 ) 2.6 Fair value—June 30 $ 56.9 $ 51.4 Contributions The Company plans to contribute approximately $ 1.3 to its remaining U.S. pension plan and expects to contribute approximately $ 15.9 and $ 2.1 to its international pension and other post-employment benefit plans, respectively, during fiscal 2025. Estimated Future Benefit Payments Expected benefit payments, which reflect expected future service, as appropriate, are presented below: Pension Plans Other Post-Employment Benefits Total Fiscal Year Ending June 30, U.S. International 2025 $ 1.3 $ 22.2 $ 2.1 $ 25.6 2026 1.3 18.8 2.3 22.4 2027 1.2 19.8 2.5 23.5 2028 1.2 19.7 2.6 23.5 2029 1.2 21.6 2.8 25.6 2030 - 2032 5.1 105.0 14.6 124.7 19. DERIVATIVE INSTRUMENTS Foreign Exchange Risk The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company reduces its exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative instruments, including forward foreign exchange contracts and by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions. In September 2019, the Company entered into cross-currency swap contracts in the notional amount of $ 550.0 and designated these cross-currency swaps as hedges of its net investment in certain foreign subsidiaries. In September 2020, the Company terminated these net investment cross currency swap derivatives in exchange for cash payment of $ 37.6 . The related loss from this termination is included in AOCI/(L) until the sale or substantial liquidation of the underlying investments. As of June 30, 2024 and 2023, the notional amounts of the outstanding forward foreign exchange contracts designated as cash flow hedges were $ 22.3 and $ 28.0 , respectively. The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross currency swaps to hedge intercompany transactions and foreign currency denominated external debt. Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Consolidated Statements of Operations to which the derivative relates. As of June 30, 2024 and 2023, the notional amounts of these outstanding non-designated foreign currency forward and cross currency forward contracts were $ 1,797.6 and $ 1,653.5 , respectively. F-46 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Interest Rate Risk The Company is exposed to interest rate fluctuations related to its variable rate debt instruments. The Company reduces its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts. The interest rate swap contracts result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged. This will reduce the negative impact of increases in the variable rates over the term of the contracts. Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value. 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 Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments. As of June 30, 2024 and 2023, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were € 1,611.6 million and € 701.3 million, respectively. The designated hedge amounts were considered highly effective. Forward Repurchase Contracts 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 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. The amount of gains and losses recognized in OCI in the Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below: Gain (Loss) Recognized in OCI Fiscal Year Ended June 30, 2024 2023 2022 Foreign exchange forward contracts $ 2.0 $ ( 3.7 ) $ ( 1.0 ) Interest rate swap contracts ( 0.1 ) 5.4 13.9 Net investment hedges 26.8 ( 53.9 ) 36.3 The accumulated gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $ 2.1 and $ 0.7 as of June 30, 2024 and 2023, respectively. The estimated net gain related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $ 2.0 . As of June 30, 2024, all of the Company’s remaining foreign currency forward contracts designated as hedges were highly effective. F-47 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The amount of gains and losses reclassified from AOCI/(L) to the Consolidated Statements of Operations related to the Company’s derivative financial instruments which are designated as hedging instruments is presented below: Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships Fiscal Year Ended June 30, 2024 2023 2022 Cost of sales Interest expense, net Cost of sales Interest expense, net Cost of sales Interest expense, net Foreign exchange forward contracts: Amount of gain reclassified from AOCI into income $ ( 2.6 ) $ — $ ( 1.6 ) $ — $ 1.7 $ — Interest rate swap contracts: Amount of loss reclassified from AOCI into income — 2.0 — 8.3 — ( 13.0 ) Derivatives not designated as hedging instruments: The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below: Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations Fiscal Year Ended June 30, 2024 2023 2022 Foreign exchange contracts Selling, general and administrative expenses $ 0.1 $ ( 5.1 ) $ ( 0.1 ) Foreign exchange contracts Interest income (expense), net ( 30.1 ) ( 69.3 ) 2.7 Foreign exchange and forward repurchase contracts Other income (expense), net ( 124.2 ) 168.7 18.4 20. REDEEMABLE NONCONTROLLING INTERESTS As of June 30, 2024, the redeemable noncontrolling interests (“RNCI”) consist of interests in a consolidated subsidiary in the Middle East (“Middle East Subsidiary”). The noncontrolling interest holder in the Company’s Middle East Subsidiary had a 25 % ownership share. The Company has the ability to 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”). The amount at which the Put right and Call right can be exercised is based on a formula prescribed by the amended shareholders’ agreement as summarized in the table below, multiplied by the noncontrolling interest holder’s percentage interest in the Middle East Subsidiary. Given the provision of the Put right, the entire noncontrolling interest is redeemable outside of the Company’s control and is recorded in the Consolidated Balance Sheets at the estimated redemption value. 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 $ 93.6 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 % Earliest exercise date(s) December 2028 Formula of redemption value (a) 3 -year average of EBIT * 6 (a) EBIT is defined in the amended shareholders’ agreement as the consolidated net earnings before interest and income tax. 21. EQUITY AND CONVERTIBLE PREFERRED STOCK Common Stock As of June 30, 2024, the Company’s Common Stock consisted of Class A Common Stock with a par value of $ 0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. 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. F-48 COTY INC. & 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. The Company’s Majority Stockholder During the fiscal years ended June 30, 2024, 2023 and 2022, JAB Beauty B.V. (“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. Preferred Stock As of June 30, 2024, total authorized shares of preferred stock are 20.0 million. 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 (“Mr. 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 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 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, 2024, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of F-49 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) $ 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 On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. No dividends on Common Stock were declared for the year ended June 30, 2024. 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. F-50 COTY INC. & SUBSIDIARIES 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 Foreign Currency Translation Adjustments (Losses) Gains on Cash Flow Hedges (Losses) Gains on Net Investment Hedge Foreign Currency Translation Adjustments Pension and Other Post-Employment Benefit Plans Total Beginning balance at July 1, 2022 $ 4.3 $ 4.1 $ ( 770.8 ) $ 44.5 $ ( 717.9 ) Other comprehensive income (loss) before reclassifications 1.7 ( 53.9 ) 102.9 14.7 65.4 Net amounts reclassified from AOCI/(L) (a) ( 5.3 ) — — ( 4.6 ) ( 9.9 ) Net current-period other comprehensive income (loss) ( 3.6 ) ( 53.9 ) 102.9 10.1 55.5 Ending balance at June 30, 2023 $ 0.7 $ ( 49.8 ) $ ( 667.9 ) $ 54.6 $ ( 662.4 ) Other comprehensive income (loss) before reclassifications 1.2 26.8 ( 155.1 ) ( 0.5 ) ( 127.6 ) Net amounts reclassified from AOCI/(L) (a) 0.2 — — ( 5.3 ) ( 5.1 ) Net current-period other comprehensive income (loss) 1.4 26.8 ( 155.1 ) ( 5.8 ) ( 132.7 ) Ending balance at June 30, 2024 $ 2.1 $ ( 23.0 ) $ ( 823.0 ) $ 48.8 $ ( 795.1 ) (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). 22. SHARE-BASED COMPENSATION PLANS 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. As of June 30, 2024, approximately 46.0 million shares of Class A Common Stock were reserved and available to be granted pursuant to these Plans. The Company may satisfy the obligation of its stock-based compensation awards with new shares. Total share-based compensation from continuing operations is shown in the table below: 2024 2023 2022 Equity plan expense (a) $ 88.5 $ 134.7 $ 195.4 Liability plan expense 0.3 1.2 0.1 Fringe expense 3.0 1.7 2.3 Total share-based compensation expense (b) $ 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. F-51 COTY INC. & SUBSIDIARIES 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 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 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. Non-qualified stock options generally become exercisable five years from the date of the grant or on a graded vesting schedule where 60 % of each award granted vests after three years , 20 % of each award granted vests after four years and 20 % of each award granted vests after five years . All grants expire ten years from the date of the grant. The Company’s outstanding non-qualified stock options as of June 30, 2024 and activity during the fiscal year then ended are presented below: Shares (in millions) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years) Outstanding at July 1, 2023 5.1 $ 13.06 Exercised ( 1.2 ) 11.08 Forfeited ( 0.3 ) 11.79 Outstanding at June 30, 2024 3.6 $ 13.82 Vested and expected to vest at June 30, 2024 3.5 $ 13.85 $ — 3.91 Exercisable at June 30, 2024 3.3 $ 13.98 $ — 3.80 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. 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 . 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: Shares (in millions) Weighted Average Grant Date Fair Value Non-vested at July 1, 2023 1.0 $ 3.02 Vested ( 0.4 ) 2.93 Forfeited ( 0.3 ) 2.88 Non-vested at June 30, 2024 0.3 $ 3.41 The share-based compensation expense recognized on the non-qualified stock options was $ 0.3 , $ 1.3 and $( 0.9 ) during fiscal 2024, 2023 and 2022, respectively. F-52 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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, 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. The Company uses the binomial lattice or the Black-Scholes model to value the outstanding Series A Preferred Stocks. The fair value of the Company’s outstanding Series A Preferred Stock were estimated with the following assumptions. 2023 2022 Expected life, in years 0.74 years 1.74 years Expected volatility 66.31 % 65.57 % Risk-free rate of return 5.44 % 2.89 % 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. Expected volatility - The expected volatility is derived using historical stock price information for the Company’s common stock and that of certain peer group companies, and the volatility implied by the trading of options to purchase the Company’s stock on open-market exchanges. Risk-free rate of return - The Company bases the risk-free rate of return on the U.S. Constant Maturity Treasury Rate. Dividend yield on Class A Common Stock - The Company calculated the dividend yield on shares using the expected annualized dividend rate and the stock price as of the valuation date. Series A Preferred Shares generally expire seven years from the date of the grant. The Company’s outstanding Series A Preferred Shares as of June 30, 2024 and activity during the fiscal year then ended are presented below: Shares (in millions) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years) Outstanding at July 1, 2023 1.0 $ 22.39 Forfeited — — Outstanding at June 30, 2024 1.0 — Vested and expected to vest at June 30, 2024 — $ — $ — — Exercisable — $ — $ — — 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 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. 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. Nabi. F-53 COTY INC. & SUBSIDIARIES 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. Ms. 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; and (v) 30 % on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. The Company will recognize approximately $ 109.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested. 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 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. In the event that JAB and Ms. Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms. Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms. Nabi in such transaction. The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant. The potential expense attributed to the reload options will be recognized when the reload options are granted. Restricted Stock Units 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. The Company’s outstanding RSUs as of June 30, 2024 and activity during the fiscal year then ended are presented below: Shares (in millions) Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding at July 1, 2023 33.9 Granted 4.4 Settled ( 15.1 ) Cancelled ( 1.1 ) Outstanding at June 30, 2024 22.1 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 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. F-54 COTY INC. & 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: Shares (in millions) Weighted Average Grant Date Fair Value Outstanding and nonvested at July 1, 2023 33.4 $ 9.38 Granted 4.4 9.79 Vested ( 15.4 ) 8.36 Cancelled ( 1.1 ) 7.59 Outstanding and nonvested at June 30, 2024 21.3 $ 9.92 The total intrinsic value of RSUs vested and settled during fiscal 2024, 2023 and 2022 is $ 166.7 , $ 34.3 and $ 33.5 , respectively. Performance Restricted Stock Units 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: Shares (in millions) Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding at July 1, 2023 1.2 Granted 4.0 Settled — 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 $ 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: Shares (in millions) Weighted Average Grant Date Fair Value Outstanding and nonvested at July 1, 2023 1.2 $ 6.62 Granted 4.0 10.53 Vested — 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 2024, 2023 and 2022 was nil . Restricted Stock 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. F-55 COTY INC. & 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: Shares (in millions) Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding at July 1, 2023 0.7 Granted 0.3 Settled ( 0.5 ) Cancelled ( 0.5 ) Outstanding at June 30, 2024 — Vested and expected to vest at June 30, 2024 — $ — — 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: Shares (in millions) Weighted Average Grant Date Fair Value Outstanding and nonvested at July 1, 2023 0.7 $ 6.94 Granted 0.3 9.63 Vested ( 0.5 ) 9.19 Cancelled ( 0.5 ) 8.09 Outstanding and nonvested at June 30, 2024 — $ — The total intrinsic value of restricted stock vested and settled during fiscal 2024, 2023 and 2022 was $ 5.0 , $ 2.6 and $ 1.7 , respectively. Phantom Units On July 21, 2015, the Board granted Mr. Becht, the Company’s former Chairman of the Board and interim CEO, an award of 300,000 phantom units, in consideration of Mr. Becht’s increased and continuing responsibilities as interim CEO of the Company. Each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock settleable in cash or shares at the election of Mr. Becht. The award to Mr. Becht was made outside of the Company’s Omnibus LTIP. On July 24, 2015, Mr. Becht elected to receive payment of the phantom units in the form of shares of Class A Common Stock and the phantom units were valued at $ 8.0 . The phantom units vested on the fifth anniversary of the grant date and remain outstanding as of June 30, 2024. 23. NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC. PER COMMON SHARE Net income (loss) attributable to Coty Inc. common stockholders per common share (“basic EPS”) is computed by dividing net income (loss) attributable to Coty Inc. less any dividends on Series B Preferred Stock by the weighted-average number of common shares outstanding during the period. Net income (loss) attributable to Coty Inc. common stockholders per common share assuming dilution (“diluted EPS”) is computed by adjusting the numerator used in basic EPS to add back the dividends applicable to the Series B Preferred Stock, if dilutive, and using the basic EPS weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period as the denominator. Potentially dilutive securities consist of non-qualified stock options, Series A Preferred Stock, RSUs, unvested restricted stock awards and potential shares resulting from the conversion of the Series B Preferred Stock as of June 30, 2024, 2023 and 2022. 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 F-56 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) interests. 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: Year Ended June 30, 2024 2023 2022 Amounts attributable to Coty Inc.: Net income (loss) 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 76.2 495.0 55.5 Net income (loss) from discontinued operations, net of tax — — 5.7 Net income (loss) attributable to common stockholders $ 76.2 $ 495.0 $ 61.2 Weighted-average common shares outstanding: Weighted-average common shares outstanding—Basic 874.4 849.0 820.6 Effect of dilutive stock options and Series A Preferred Stock (a) 0.1 — — Effect of restricted stock, PRSUs and RSUs (b) 8.9 13.8 13.5 Effect of Convertible Series B Preferred Stock (c) — 23.7 — Effect of Forward Repurchase Contracts (d) — — — Weighted-average common shares and common share equivalents outstanding—Diluted 883.4 886.5 834.1 Earnings (losses) per common share 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 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 Earnings (losses) per common share - diluted (e) $ 0.09 $ 0.57 $ 0.08 (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 , $ 13.2 , and $ 198.3 , respectively, and to reverse the impact of fair market value losses/(gains) for contracts with the option to settle in shares or F-57 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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. 24. LEGAL AND OTHER CONTINGENCIES Legal Matters The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (most involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”). While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities. However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings. From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties. 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. Brazilian Tax Assessments The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time. Current open tax assessments as of June 30, 2024 are: Assessment received Type of assessment Type of Tax Tax period impacted Estimated amount, including interest and penalties as of June 30, 2024 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 ) 1 The case is scheduled to be heard by an administrative court in late August 2024. F-58 COTY INC. & 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. Other Commitments At June 30, 2024, the aggregate future minimum purchase obligations, which include commitments to purchase inventory and other services agreements, were as follows: Fiscal Year Ending June 30, Purchase Obligations 2025 $ 750.4 2026 78.6 2027 44.6 2028 24.2 2029 — Thereafter — Total $ 897.8 25. RELATED PARTY TRANSACTIONS Performance Guarantee 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 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. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of June 30, 2024, would be approximately $ 3.6 . The Company has assessed the probability of default by the assignee and has determined it to be remote. Equity Transfer Agreement In connection with the Award granted to the Company’s CEO on June 30, 2021, JAB Beauty B.V. 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. F-59 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Relationship with KKR As noted in Note 21—Equity and Convertible Preferred Stock, in fiscal 2020 KKR Aggregator purchased Series B Preferred Stock. 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. • 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. 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). These funds may receive principal and interest payments on the same terms as other investors in the Company’s Senior Secured and Unsecured Notes. Wella 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 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”). Subject to the terms of this TSA, the Company will perform services for Wella in exchange for related service fees. 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, 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. and Brazil. 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, 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. In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employees”), who participated in the Coty Long-Term Incentive Plan. The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation. As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date. For the years ended June 30, 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. F-60 COTY INC. & 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 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, 2024, 2023 and 2022, the Company reported sublease income of $ 8.2 , $ 9.1 , and $ 13.3 from Wella. Orveda 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. Ms. Nabi has no continuing formal role at Orveda or economic interest in Orveda as a result of divesting her interests which was settled in cash in December 2021; however her business partner and co-founder, Nicolas Vu, is the sole owner and CEO of Orveda, and Mr. 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. The principal terms of the license agreement are consistent with other Coty prestige licenses and the Board determined that the terms were no more favorable than to an unaffiliated third party. Consulting Services and Other Arrangements 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. 26. SUBSEQUENT EVENTS 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. F-61 COTY INC. & SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended June 30, 2024, 2023, and 2022 ($ in millions, except per share data) Valuation and Qualifying Accounts (a) Description Three Years Ended June 30, Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Allowance for doubtful accounts and other customer deductions: 2024 $ 23.2 8.9 ( 7.8 ) (a) $ 24.3 2023 53.4 4.3 ( 34.5 ) (a) 23.2 2022 47.7 26.2 ( 20.5 ) (a) 53.4 Allowance for customer returns: 2024 $ 82.8 112.6 ( 131.6 ) $ 63.8 2023 95.3 103.0 ( 115.5 ) 82.8 2022 89.9 128.4 ( 123.0 ) 95.3 Deferred tax valuation allowances: 2024 $ 60.7 100.9 ( 10.2 ) $ 151.4 2023 41.7 21.7 ( 2.7 ) 60.7 2022 33.4 12.5 ( 4.2 ) 41.7 (a) Includes amounts written-off, net of recoveries and cash discounts. S-1