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COTY INC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

COTY$4.05+3.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-07.

0001024305-24-000023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-06.

0001024305-24-000071

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 312 previous paragraphs and 217 current paragraphs.

139 unchanged; 46 reworded; 30 added; 98 removed; 29 previous and 2 current paragraphs rearranged.

Tables are not compared: 20 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (30)

Current report

Changing market trends may impact sales of our products across and within product categories and regions. Tight order and inventory management by retailers in the first quarter has resulted in our sell-in tracking well below sell-out in a number of markets, including in the U.S. This trend was also present in Australia, China and Travel Retail Asia as well, each of which account for a low single digit percentage of our business. Also, Travel Retail Asia's sales were negatively impacted by the impact of regulatory restrictions in Asia reducing daigou (surrogate shopping) purchases. Within our Consumer Beauty segment, first quarter sales volume was impacted by negative market trends in the U.S. in the mass color cosmetics category. In addition, competitive pricing action within the body care category in Brazil negatively impacted the segment's sales volumes during the first quarter.

Current report

In the three months ended September 30, 2024, net revenues increased 2%, or $30.1, to $1,671.5 from $1,641.4 in the three months ended September 30, 2023. Excluding net revenue from the first quarter of the prior period from Lacoste, net revenues increased 3% or $52.9 to $1,671.5 from $1,618.6 in the three months ended September 30, 2023, reflecting a positive price and mix impact of 5% (primarily due to positive pricing impact as a result of prior period price increases and in line with the overall premiumization strategy), partially offset by a decrease in unit volume of 1% (primarily due to color cosmetics in the United States as a result of ongoing retailer caution and negative market trends) and negative foreign currency exchange translation impact of 1%. The overall increase in net revenues reflects growth of prestige and mass fragrances, as a result of innovation from new launches including Gucci Flora Gorgeous Orchid, Burberry Goddess Intense, Chloe Signature Intense, Boss Bottled Absolu. The increase in net revenues was partially offset by negative performance in the color cosmetics category and certain brands in the body care category in Brazil.

Current report

•Prestige fragrance sales growth of $83.2, due to successful performance of Burberry, Chloe, and Hugo Boss from existing fragrance lines. In addition, continued brand innovation such as Gucci Flora Gorgeous Orchid, Burberry Goddess Intense, Chloe Signature Intense, and Boss Bottled Absolu contributed to the category sales growth . The category sales growth can also be attributed to positive market trends in most major markets.

Current report

•Prestige cosmetics and skincare declines of $6.0 and $5.0, respectively.

Current report

In the three months ended September 30, 2024, net revenues from the Consumer Beauty segment decreased 3%, or $19.3, to $557.4 from $576.7 in the three months ended September 30, 2023, reflecting a negative foreign currency exchange translation impact of 3%, a decrease in unit volume of 1% (primarily due to color cosmetics brands in the United States), partially offset by a positive price and mix impact of 1% (primarily due to positive pricing impact as a result of price increases in the prior period). The decrease in net revenues primarily reflects:

Current report

•Color cosmetics sales decline of $29.7, primarily due to negative market trends in the color cosmetics market in the United States which impacted net revenues from Covergirland through increased returns and markdowns compared to the prior period. Sally Hansen also declined despite gaining market share in the current period; and

Current report

•Mass bodycare decline of $15.8, primarily due to declines in sales volumes from Monangein Brazil. The decline can also be attributed to continued lower sales volumes foradidas as a result of category slowdown in China which resulted in higher trade inventory levels.

Current report

•Mass fragrance sales growth of $23.1, due to brand innovation and geographical expansion of existing products into growth-engine markets; and

Current report

(iv)40 basis points due to other miscellaneous operating expenses.

Current report

These increases were partially offset by the following decrease:

Current report

In the three months ended September 30, 2024, operating income for Prestige was $241.5 compared to income of $221.6 in the three months ended September 30, 2023. Operating margin increased to 21.7% of net revenues in the three months ended September 30, 2024 as compared to 20.8% in the three months ended September 30, 2023, driven by a decrease in cost of goods sold as a percentage of net revenues (approximately 260 basis points), a decrease in amortization expense as a percentage of net revenues (approximately 20 basis points), partially offset by an increase in fixed costs as a percentage of net revenues (approximately 100 basis points) primarily related to people costs, an increase in losses from our exposure to foreign currency (approximately 80 basis points), and an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 20 basis points).

Current report

In the three months ended September 30, 2024, operating income for Consumer Beauty was $14.0 compared to income of $32.0 in the three months ended September 30, 2023. Operating margin decreased to 2.5% of net revenues in the three months ended September 30, 2024 as compared to 5.5% in the three months ended September 30, 2023, driven by an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 120 basis points), an increase in fixed costs as a percentage of net revenues (approximately 110 basis points), an increase in losses from our exposure to foreign currency (approximately 80 basis points). Our Consumer Beauty operating income margin was negatively impacted by a greater proportion of Consumer Beauty net revenues generated by the lower margin brands from our Brazilian business, and lower sales by the higher margin color cosmetics brands in the United States compared to the prior year.

Current report

In the three months ended September 30, 2024, adjusted operating income increased $1.4 to $303.6 from $302.2 in the three months ended September 30, 2023. Adjusted operating margin decreased to 18.2% of net revenues in the three months ended September 30, 2024 from 18.4% in the three months ended September 30, 2023. In the three months ended September 30, 2024, adjusted EBITDA decreased $0.2 to $360.1 from $360.3 in the three months ended September 30, 2023. Adjusted EBITDA margin decreased to 21.5% of net revenues in the three months ended September 30, 2024 from 22.0% in the three months ended September 30, 2023.

Current report

In the three months ended September 30, 2023, we incurred restructuring and other business structure realignment costs of $27.3 as follows:

Current report

In the three months ended September 30, 2024, we recognized no gain related to sale of real estate.

Current report

Other expense of $43.3 in the three months ended September 30, 2024 was principally comprised of net losses on forward repurchase contracts of $42.1.

Current report

Other expense of $76.6 in the three months ended September 30, 2023 was principally comprised of net losses on forward repurchase contracts of $75.7 and deferred financing fees of 5.2, partially offset by a favorable adjustment for the unrealized gain in the Wella investment of $4.0.

Current report

The decrease in Other expense of $33.3 is primarily due to lower net losses on forward repurchase contracts of $33.6 compared to the prior year period.

Current report

The effective income tax rate for the three months ended September 30, 2024 and 2023 was 31.7% and 80.0%, respectively. The decrease in the effective tax rate was primarily attributable to the impact of a higher effective tax rate in the prior year period related to the revaluation of the Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland resulting in an expense of $24.3. The effective tax rate of 31.7% for the three months ended September 30, 2024, was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense.

Current report

(d)For the three months ended September 30, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments. For the three months ended September 30, 2023, this primarily represents divestiture-related costs related to our equity investments and the amortization of basis differences in certain equity method investments.

Current report

(d)For the three months ended September 30, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments. For the three months ended September 30, 2023, this primarily represents divestiture-related costs related to our equity investments and the amortization of basis differences in certain equity method investments.

Current report

Our forward repurchase contracts include a provision for a potential true-up in cash upon specified changes in the price of Coty’s Class A shares relative to the counterparties’ initial purchase price (“Hedge Valuation Adjustment”). After the September 30, 2024 balance sheet date, the price of Coty’s Class A shares declined resulting in an increase in the liability to the counterparties to our forward repurchase contracts. The cash settlement liability under our outstanding forward repurchase contracts, based on Coty’s share price as of November 4, 2024 totaled approximately $135.0, a $91.0 increase from September 30, 2024. The share price decline also resulted in a potential Hedge Valuation Adjustment event under the forward repurchase contracts maturing in 2026, with a corresponding potential cash true-up obligation. In November 2024, we entered into agreements with the applicable counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment mechanism, which is effective from October 2024 through February 2025. This amendment does not apply to our forward repurchase contracts maturing in 2025. Declines in Coty’s stock price that result in a Hedge Valuation Adjustment event for the 2025 and/or 2026 forward repurchase contracts can trigger related cash true-up payments to the counterparties. See Footnote 13— Equity for additional information on the Company's forward repurchase contracts.

Current report

Net cash provided by operating activities was $67.4 and $186.2 for the three months ended September 30, 2024 and 2023, respectively. The decrease in cash provided by operating activities of $118.8 was primarily the result of higher cash outflows from working capital, partially offset by higher cash-related net income. Working capital accounts were primarily impacted by higher outflows from changes in trade receivables, which was the result of net revenues phasing later in the first quarter and lower collections from factoring in the current period. Additionally, lower cash flows from changes in accounts payables and accrued expenses and other current liabilities were due to a mix of timing of spend and changes in vendor payment terms, as well as higher cash payments for interest due to a change in the timing of interest payments. Higher cash-related net income was due to higher overall first quarter net revenues from Prestige, partially offset by an increase in selling, general, and administrative expenses.

Current report

Net cash used in investing activities was $77.3 and $62.2 for the three months ended September 30, 2024 and 2023, respectively. The increase in cash used in investing activities of $15.1 was primarily due to timing of payments associated with capital expenditures.

Current report

Net cash used in financing activities during the three months ended September 30, 2024 and 2023 was $10.4 and $78.6, respectively. The decrease in cash used in financing activities of $68.2 was primarily driven by the impact from debt-related transactions in the first quarter of the prior year which did not reoccur in the current year and lower cash outflows for deferred financing costs.
Removed paragraphs (98)

Previous report

Changing market trends may impact sales of our products across and within product categories and regions. Within our Consumer Beauty segment, positive market trends within the skin and body care and mass color cosmetics categories in Brazil positively impacted the segment's sales volume during the third quarter. Excluding the contribution from the Brazilian brands, the Consumer Beauty segment experienced a decline in sales volume primarily in the skin and body care category, as a result of a decline in sales from China, and in the color cosmetic category, due to negative market trends in the U.S. in mass color cosmetics market.

Previous report

Our ability to fulfill demand for our products is critical to our success. Through steps taken to improve order fill rates and mitigate the impact of supply chain constraints, we have seen sequential quarterly improvements in our order fill rates on a company-wide basis. As a result, beginning in the second quarter we achieved close to pre-COVID-19 service levels across our divisions.

Previous report

Inflationary trends in certain markets and global supply chain challenges may negatively affect our sales and operating performance. The impact of inflation on material, logistical and other costs subsided during the nine months ended March 31, 2024, which was primarily driven by a significant easing during the second and third quarters. Inflation may continue to impact certain costs, such as labor, however, we currently anticipate the overall impact of inflation to remain muted in the fourth quarter of fiscal 2024.

Previous report

•Deemed Preferred Stock Dividends: We have excluded preferred stock deemed dividends related to the First Exchange and the Second Exchange (as disclosed and defined in Note 27—Related Party Transactions in our Annual Report on Form 10-K for fiscal 2023) from our calculation of adjusted net income attributable to Coty Inc. These deemed dividends are nonmonetary in nature, the transactions were entered into to simplify our capital structure and do not reflect our underlying ongoing business. Management believes that this adjustment helps investors and others compare and analyze our performance from period to period.

Previous report

In the three months ended March 31, 2024, net revenues increased 8%, or $96.7, to $1,385.6 from $1,288.9 in the three months ended March 31, 2023. Excluding net revenue from the third quarter of the prior period from Lacoste, net revenues increased 10% or $124.5 to $1,385.6 from $1,261.1 in the three months ended March 31, 2023, reflecting a positive price and mix impact of 6% and an increase in unit volume of 4%. The overall increase in net revenues reflects growth of prestige fragrances, specifically Burberry, as well as innovation from new launches including Marc Jacobs Daisy Wildand Cosmic Kylie Jenner, and positive performance in the prestige cosmetics category. Net revenues increased in our Consumer Beauty segment due to positive performance in the skin and body care category in Brazil, mass fragrance category, and color cosmetics category.

Previous report

The overall increase in net revenues reflects the continued success of our pricing and revenue management strategies, including the implementation of targeted price increases across our product portfolio. Volume growth from certain brands in our prestige fragrance portfolio, as well as in skin and body care products in Brazil helped drive the increase in revenues. Increases were partially offset by volume declines from certain skin and body care brands in China where macroeconomic conditions have resulted in a decline in demand, and color cosmetics brands primarily in the U.S. due to negative market trends in the category.

Previous report

Geographically, net revenues in all regions grew, led by the Americas. Additionally, there was an increase in the travel retail channel sales in all regions.

Previous report

•Prestige fragrance sales growth of $79.8, due to the continued success of Burberry Goddess and Burberry Hero and continued brand innovation such as Cosmic Kylie Jenner. The category sales growth can also be attributed to positive market trends as well as success in the travel retail channel; and

Previous report

•Prestige cosmetic sales growth of $11.6, due to positive market trends in the prestige cosmetics category and brand innovation.

Previous report

In the three months ended March 31, 2024, net revenues from the Consumer Beauty segment increased 6%, or $29.2, to $518.4 from $489.2 in the three months ended March 31, 2023, reflecting an increase in unit volume of 4% (primarily due to Brazilian brands) and a positive price and mix impact of 2% (primarily due to price increases across the Consumer Beauty product portfolio, earlier in the fiscal year). The increase in net revenues primarily reflects:

Previous report

•Skin and body care sales growth of $13.7, primarily due to the continued success of brands in Brazil led by Monange, as a result of strong category momentum and positive impact of pricing in the Brazilian market, partially offset by net revenue declines from certain brands in China due to volume declines resulting from macroeconomic trends which have negatively impacted demand resulting in a build-up of inventory at retailers and distributors; and

Previous report

•Mass fragrance sales growth of $9.3, due to positive market trends and brand innovation.

Previous report

Although color cosmetics net revenues grew $5.4, led by category momentum and price increases in Brazil, negative market trends primarily in the U.S. negatively impacted sales volumes, partially offsetting the overall category increase.

Previous report

(i)approximately 60 basis points related to increased excess and obsolescence costs associated with Consumer Beauty body care products in Brazil and across the Prestige product portfolio.

Previous report

In the three months ended March 31, 2024, operating income was $77.8 compared to income of $43.5 in the three months ended March 31, 2023. Operating income as a percentage of net revenues, increased to 5.6% in the three months ended March 31, 2024 as compared to 3.4% in the three months ended March 31, 2023. The increase in operating margin is primarily driven by a decrease in cost of goods sold as a percentage of net revenues (approximately 190 basis points) primarily related to a decrease in manufacturing and material costs as a percentage of net revenues and a decrease in stock compensation expense (approximately 110 basis points) primarily related to a reduction in expense recognized in connection with a prior year's grant made to the CEO, partially offset by an increase in advertising and consumer promotional costs as a percentage of revenues (approximately 60 basis points) primarily related to increased in-store merchandising execution and non-working media spend, and an increase in restructuring costs (approximately 20 basis points). In addition, the higher proportion of Consumer Beauty sales were from lower margin Brazil brands, compared to the prior year, negatively impacted our consolidated gross margin and operating income.

Previous report

In the three months ended March 31, 2024, operating income for Prestige was $108.7 compared to income of $102.4 in the three months ended March 31, 2023. Operating margin decreased to 12.5% of net revenues in the three months ended March 31, 2024 as compared to 12.8% in the three months ended March 31, 2023, driven by an increase in fixed costs as a percentage of net revenues (approximately 140 basis points) primarily related to non people-related costs and people-related costs, and an increase in advertising and consumer promotional expense as a percentage of net revenues (approximately 120 basis points) primarily related to increases in working and non-working media as a percentage of net revenues, partially offset by a decrease in cost of goods sold as a percentage of net revenues (approximately 190 basis points) primarily related to a decrease in manufacturing and material costs as a percentage of net revenues and a decrease in amortization expense as a percentage of net revenues (approximately 30 basis points).

Previous report

In the three months ended March 31, 2024, operating loss for Consumer Beauty was $13.3 compared to loss of $27.9 in the three months ended March 31, 2023. Operating margin increased to (2.6)% of net revenues in the three months ended March 31, 2024 as compared to (5.7)% in the three months ended March 31, 2023, driven by a decrease in transactional foreign exchange losses as a percentage of net revenues (approximately 180 basis points) primarily related to currency revaluation in Argentina in the prior year, a decrease in cost of goods sold as a percentage of net revenues (approximately 160 basis points) primarily related to a decrease in manufacturing and material costs as a percentage of net revenues, and a decrease in advertising and consumer promotional expense as a percentage of net revenues (approximately 30 basis points) primarily related to a decrease in working media, partially offset by an increase in fixed costs as a percentage of net revenues (approximately 70 basis points) primarily related to people-related costs.

Previous report

In the three months ended March 31, 2024, adjusted operating income increased $21.2 to $143.9 from $122.7 in the three months ended March 31, 2023. Adjusted operating margin increased to 10.4% of net revenues in the three months ended March 31, 2024 from 9.5% in the three months ended March 31, 2023, primarily driven by a decrease in cost of goods sold as a percentage of net revenues and a decrease in stock-based compensation expense. In the three months ended March 31, 2024, adjusted EBITDA increased $18.0 to $199.9 from $181.9 in the three months ended March 31, 2023. Adjusted EBITDA margin increased to 14.4% of net revenues in the three months ended March 31, 2024 from 14.1% in the three months ended March 31, 2023.

Previous report

We incurred $521.1 of cash costs life-to-date related to our previously announced and substantially completed Transformation Plan as of March 31, 2024, which have been recorded in Corporate. In addition, we continue to analyze our cost structure and evaluate opportunities to streamline operations through a range of other cost reduction activities ("Current Restructuring Actions").

Previous report

In the three months ended March 31, 2024, we incurred a credit in restructuring and other business structure realignment costs of $(1.7), as follows:

Previous report

In the three months ended March 31, 2023, we incurred a credit in restructuring and other business structure realignment costs of $(1.3) as follows:

Previous report

•We incurred a credit in restructuring costs of $(1.3) primarily related to the Transformation Plan due to the change in estimate, included in the Condensed Consolidated Statements of Operations; and

Previous report

In the three months ended March 31, 2024, we recognized a gain of $(1.2) related to our decision to wind down our business in Russia.

Previous report

In the three months ended March 31, 2023, we recognized a gain of $(1.3) related to our decision to wind down our business in Russia.

Previous report

In the three months ended March 31, 2024, net interest expense was $60.4 as compared with $58.8 in the three months ended March 31, 2023, remaining relatively flat compared to the prior period.

Previous report

Other expense of $14.0 in the three months ended March 31, 2024 was principally comprised of net losses on forward repurchase contracts of $17.2.

Previous report

Other income of $156.9 in the three months ended March 31, 2023 was principally comprised of net gains on forward repurchase contracts of $156.5.

Previous report

The decrease in Other income of $170.9 is primarily due to net losses on forward repurchase contracts of $173.7 compared to the prior year period.

Previous report

The effective income tax rate for the three months ended March 31, 2024 and 2023 was (158.8)% and 21.0%, respectively. The effective tax rate of (158.8)% for the three months ended March 31, 2024, was primarily due to a benefit of $8.5 on the resolution of foreign uncertain tax positions compared to $3.4 of income in the period.

Previous report

The effective tax rate of 21.0% in the three months ended March 31, 2023, was increased due to a large limitation on the deductibility of executive stock compensation offset by large fair value gains related to the investment in the Wella business taxed at a rate below the statutory tax rate of 21% as well as a foreign exchange loss recognized on repatriation of funds that were previously taxed.

Previous report

(d)For the three months ended March 31, 2024 and 2023, this primarily represents loss from our equity investment in KKW.

Previous report

The adjusted effective tax rate was 19.3% for the three months ended March 31, 2024 compared to 20.2% for the three months ended March 31, 2023. The differences were primarily due to the resolution of foreign uncertain tax positions having a greater proportional effect in the current period.

Previous report

(d)For the three months ended March 31, 2024 and 2023, this primarily represents adjustments for equity loss from KKW.

Previous report

NINE MONTHS ENDED MARCH 31, 2024 AS COMPARED TO NINE MONTHS ENDED MARCH 31, 2023

Previous report

In the nine months ended March 31, 2024, net revenues increased 13%, or $552.1, to $4,754.6 from $4,202.5 in the nine months ended March 31, 2023. Excluding net revenue from the first and second quarters of the prior period from Russia and the third quarter of the prior period from Lacoste, net revenues increased 15% or $615.1 to $4,754.6 from $4,139.5 in the nine months ended March 31, 2023, reflecting a positive price and mix impact of 11%, positive foreign currency exchange translation impact of 2%, and an increase in unit volume of 2%. The overall increase in net revenues reflects growth in our prestige fragrance category due to the continued success of fragrance brands, specifically Burberry, Hugo Boss, Calvin Klein, Gucci, Chloe, Marc Jacobs, Davidoffand Joop, as well as innovation from the launches including Marc Jacobs Daisy Wild and Cosmic Kylie Jenner, and positive performance in the prestige cosmetics category. The overall increase in net revenues for the Consumer Beauty segment was due to positive performance in the color cosmetics category specifically from Rimmel Manhattan and Risque, mass fragrance category specifically from David Beckham, and the skin and body care category in Brazil, specifically from Monange, Bozzano and Paixao.

Previous report

Geographically, except for China, net revenues in all major markets grew, led by Brazil, the United States, and Germany. Additionally, there was an increase in travel retail channel sales in all regions.

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Reworded paragraphs (46)

Previous wording

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), expectations and/or plans with respect to joint ventures (including Wella and the timing and size of any related divestiture, distribution or return of capital), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases, investments, licenses and portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), synergies, savings, performance, cost, timing and integration of acquisitions, future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company’s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions, continued process improvements and supply chain changes), the impact, cost, timing and implementation of e-commerce and digital initiatives, the expected impact, cost, timing and implementation of sustainability initiatives (including progress, plans, goals and our ability to achieve sustainability targets), the wind down of the Company’s operations in Russia (including timing and expected impact), the impact of public health events, the expected impact of geopolitical risks including the ongoing war in Ukraine and/or the armed conflict in the Middle East (including the Red Sea conflict) on our business operations, sales outlook and strategy, the expected impact of global supply chain challenges and/or inflationary pressures (including as a result of the war in Ukraine and/or armed conflict in the Middle East including the Red Sea conflict) and expectations regarding future service levels and inventory levels, the impact of …

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Current wording

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), expectations and/or plans with respect to joint ventures (including Wella and the timing and size of any related divestiture, distribution or return of capital), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases, investments, licenses and portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), plans for growth in growth engine markets, channels and other white spaces, synergies, savings, performance, cost, timing and integration of acquisitions, future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company’s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions, continued process improvements and supply chain changes), the impact, cost, timing and implementation of e-commerce and digital initiatives, the expected impact, cost, timing and implementation of sustainability initiatives (including progress, plans, goals and our ability to achieve sustainability targets), the wind down of the Company’s operations in Russia (including timing and expected impact), the expected impact of geopolitical risks including the ongoing war in Ukraine and/or the armed conflict in the Middle East (including the Red Sea conflict) on our business operations, sales outlook and strategy, expectations regarding economic recovery in Asia, consumer purchasing trends and the related impact on our plans for growth in China, the expected impact of global supply chain challenges and/or inflationary pressures (including as a result of the…

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Previous wording

•our ability to successfully implement our multi-year strategic transformation agenda and compete effectively in the beauty industry, achieve the benefits contemplated by our strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging) and successfully implement our strategic priorities (including stabilizing our consumer beauty brands through leading innovation and improved execution, accelerating our prestige fragrance brands and ongoing expansion into prestige cosmetics, building a comprehensive skincare portfolio, enhancing our e-commerce and direct-to-consumer (“DTC”) capabilities, expanding our presence in China through prestige products and select consumer beauty brands, and establishing Coty as an industry leader in sustainability) in each case within the expected time frame or at all;

Current wording

•our ability to successfully implement our multi-year strategic transformation agenda and compete effectively in the beauty industry, achieve the benefits contemplated by our strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging) and successfully implement our strategic priorities (including stabilizing our consumer beauty brands through leading innovation and improved execution, accelerating our prestige fragrance brands and ongoing expansion into prestige cosmetics, building a comprehensive skincare portfolio, enhancing our organizational growth capabilities including digital, direct-to-consumer (“DTC”)and research and development, expanding our presence in growth channels, in China and other growth engine markets, and establishing Coty as an industry leader in sustainability) in each case within the expected time frame or at all;

Previous wording

•global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, armed conflict in the Middle East, the current U.S. administration and future elections, changes in the U.S. tax code and/or tax regulations in other jurisdictions where we operate (including recent and pending implementation of the global minimum corporate tax (part of the “Pillar Two Model Rules”) that may impact our tax liability in the European Union (“EU”)), and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S., the EU, and Asia and in other regions where we operate, potential regulatory limits on payment terms in the EU, future changes in sanctions regulations, regulatory uncertainty impacting the wind-down of our business in Russia, recent and future changes in regulations impacting the beauty industry, including regulatory measures addressing products, formulations, raw materials and packaging, and recent and future regulatory measures restricting or otherwise impacting the use of web sites, mobile applications or social media platforms that we use in connection with our digital marketing and e-commerce activities;

Current wording

•global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, armed conflict in the Middle East, the outcome of U.S. elections, changes in the U.S. tax code and/or tax regulations in other jurisdictions where we operate (including recent and pending implementation of the global minimum corporate tax (part of the “Pillar Two Model Rules”) that may impact our tax liability in the European Union (“EU”)), and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S., the EU, and Asia and in other regions where we operate, potential regulatory limits on payment terms in the EU, future changes in sanctions regulations, regulatory uncertainty impacting the wind-down of our business in Russia, recent and future changes in regulations impacting the beauty industry, including regulatory measures addressing products, formulations, raw materials and packaging, and recent and future regulatory measures restricting or otherwise impacting the use of web sites, mobile applications or social media platforms that we use in connection with our digital marketing and e-commerce activities;

Previous wording

We are one of the world’s largest beauty companies, with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to making a positive impact on the planet. Our strategic priorities include stabilizing and growing our Consumer Beauty brands through leading innovation and improved execution, accelerating our Prestige fragrance business and ongoing expansion into Prestige cosmetics, building a comprehensive skincare portfolio over the mid-to-long term leveraging existing brands, enhancing our organizational growth capabilities including digital and research and development, expanding our presence in China, the Travel Retail channel and growth markets, and establishing Coty as an industry leader in sustainability.

Current wording

We are one of the world’s largest beauty companies, with an iconic portfolio of brands across fragrance, color cosmetics, skincare, and body care. Our brands empower people to express themselves freely, creating their own visions of beauty and we are committed to making a positive impact on the planet. Our strategic priorities include stabilizing and growing our Consumer Beauty brands through leading innovation and improved execution, accelerating our Prestige fragrance business and ongoing expansion into Prestige cosmetics, building a comprehensive skincare portfolio over the mid-to-long term leveraging existing brands, enhancing our organizational growth capabilities including digital and research and development, expanding our presence in growth channels such as the Travel Retail channel, in China and other growth engine markets (Latin America, including Brazil, the Middle East, North and South East Asia, Africa, and India), and establishing Coty as an industry leader in sustainability.

Previous wording

We have been making progress on our strategic priorities. In Consumer Beauty, we have implemented the relaunch of our top brands and returned to stable growth and steady margin improvement. We are now focusing on accelerating our digital advocacy strategy to amplify our brand and product innovations and leveraging consumer analytics and insights to improve the return on investment of our marketing activities. In Prestige, we continue to accelerate the fragrance business with exceptional new launches and expansion in premium and ultra-premium categories, while steadily expanding the distribution, productivity and assortment of our Prestige cosmetics. We are continuing to thoughtfully expand our skincare portfolio, with our focus on winning over the most discerning skin care consumers in our areas of excellence – UV protection and photoaging prevention and repair, biotech-enhanced longevity science, and micro-dose formulations. We have successfully expanded our e-commerce capabilities, through best-in-class online launches, our digital advocacy strategy and active participation in key online shopping events, and increasing digital media competitiveness.

Current wording

We have been making progress on our strategic priorities. In Consumer Beauty, we have implemented the relaunch of our top brands. We are now focusing on accelerating our digital advocacy strategy to amplify our brand and product innovations and leveraging consumer analytics and insights to improve the return on investment of our marketing activities. In Prestige, we are accelerating our fragrance business with exceptional new launches and expanding our premium and ultra-premium categories, while also enhancing the assortment of our Prestige cosmetic products. We are continuing to thoughtfully expand our skincare portfolio (which contributed a low single digit percentage of our first quarter fiscal 2025 net revenue), with our focus on winning over the most discerning skin care consumers in our areas of excellence – UV protection and photoaging prevention and repair, biotech-enhanced longevity science, and micro-dose formulations. We have successfully expanded our e-commerce capabilities, through best-in-class online launches, our digital advocacy strategy and active participation in key online shopping events, and increasing digital media competitiveness.

Previous wording

Our products are sold in over 120 countries and territories. As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. In particular, economic conditions in China have had, and are expected to continue to have, an impact on our strategic initiatives, including our growth agenda in the region for Prestige products and our skincare growth priorities. Within the China market we continue to monitor and take actions to address the impact to our Consumer Beauty brands which have experienced sales declines as retailers and distributors continue to deplete their existing inventory. In addition, as the conflict in the Red Sea continues to develop, we have implemented alternate transport routes and have purchased safety stock to mitigate impacts on the flow of goods. We remain attentive to economic and geopolitical conditions that may materially impact our business. We continue to explore and implement risk mitigation strategies in the face of these unfolding conditions and remain agile in adapting to changing circumstances. Such conditions have or may have global implications which may impact the future performance of our business in unpredictable ways.

Current wording

Our products are sold in approximately 121 countries and territories. As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. In particular, economic conditions in China have had, and are expected to continue to have, an impact on our strategic initiatives, including our growth agenda in the region for Prestige products and our skincare growth priorities. Within the China market we continue to monitor and take actions to address the impact to our Consumer Beauty brands which have experienced sales declines as retailers and distributors continue to deplete their existing inventory. We remain attentive to economic and geopolitical conditions that may materially impact our business.

Previous wording

We expect that our net revenue for fiscal year 2024 will grow in the high single digits to low double digits versus the prior year, excluding the impact of foreign exchange, the Russia Market Exit and the early termination of the Lacoste fragrance license. We anticipate that our annual gross margin will remain in the mid-sixties, providing us with opportunities to fund new product initiatives and support our brands through advertising and consumer promotional investments. We continue to target advertising and consumer promotional spending in the high-twenties percentage of net revenues. However, our level of advertising and consumer promotional spending will depend on various factors, including seasonality, the timing of product launches, and budgetary considerations. We anticipate that fixed costs as a percentage of our net revenues will incrementally improve annually as we continue to take steps to gradually optimize our fixed cost base.

Current wording

We expect that our net revenue for fiscal year 2025 will grow in the low to mid-single digits versus the prior year, excluding the impact of foreign exchange and the early termination of the Lacoste fragrance license. We anticipate that our annual gross margin will remain in the mid-sixties, providing us with opportunities to fund new product initiatives and support our brands through advertising and consumer promotional investments. In anticipation of a more uncertain demand backdrop, including cautious retailer behavior and a complex macroeconomic environment, we are re-accelerating our cost reduction efforts across to deliver savings well above approximately $75.0. We continue to target advertising and consumer promotional spending in the high-twenties percentage of net revenues. However, our level of advertising and consumer promotional spending will depend on various factors, including seasonality, the timing of product launches, and budgetary considerations.

Previous wording

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded the change in fair value of the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. We have excluded the gain on the exchange of Series B Preferred Stock. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Current wording

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded the change in fair value of the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Previous wording

The overall increase in net revenues reflects the continued success of our pricing and revenue management strategies, including the implementation of targeted price increases across our product portfolio earlier in the fiscal year. Volume growth across our fragrance portfolio, as well as in skin and body care products in Brazil helped drive the increase in revenues, partially offset by volume declines from certain color cosmetic and other body care brands in China due to macroeconomic conditions.

Current wording

The overall increase in net revenues reflects the continued success of our pricing and revenue management strategies, including the implementation of price increases across our product portfolio in the prior period. The overall increase in net revenues related to pricing is partially offset by volume declines primarily related to the Consumer Beauty product portfolio, specifically from Monange and the color cosmetics category.

Previous wording

In the three months ended March 31, 2024, net revenues from the Prestige segment increased 8%, or $67.5 to $867.2 compared to $799.7 in the three months ended March 31, 2023. Excluding net revenue from the third quarter of the prior period from Lacoste, net revenues from the Prestige segment increased 12% or $95.3 to $867.2 from $771.9 in the three months ended March 31, 2023, reflecting a positive price and mix impact of 10% (primarily due to the positive pricing impact as a result of global price increases earlier in the fiscal year, in line with the overall premiumization strategy and brand innovation), an increase in unit volume of 3%, partially offset by a negative foreign currency exchange translation impact of 1%. The increase in net revenues primarily reflects:

Current wording

In the three months ended September 30, 2024, net revenues from the Prestige segment increased 5%, or $49.4 to $1,114.1 compared to $1,064.7 in the three months ended September 30, 2023. Excluding net revenue from the first quarter of the prior period from Lacoste, net revenues from the Prestige segment increased 7% or $72.2 to $1,114.1 from $1,041.9 in the three months ended September 30, 2023, reflecting a positive price and mix impact of 5% (primarily due to the positive pricing impact as a result of price increases in the prior period, in line with the overall premiumization strategy), and an increase in unit volume of 2% (primarily due to innovation in prestige fragrance). The increase in net revenues primarily reflects:

Previous wording

In the three months ended March 31, 2024, cost of sales increased 2%, or $9.7, to $487.8 from $478.1 in the three months ended March 31, 2023. Cost of sales as a percentage of net revenues decreased to 35.2% in the three months ended March 31, 2024 from 37.1% in the three months ended March 31, 2023, resulting in a gross margin increase of approximately 190 basis points, primarily reflecting:

Current wording

In the three months ended September 30, 2024, cost of sales decreased 4%, or $22.6, to $576.9 from $599.5 in the three months ended September 30, 2023. Cost of sales as a percentage of net revenues decreased to 34.5% in the three months ended September 30, 2024 from 36.5% in the three months ended September 30, 2023, resulting in a gross margin increase of approximately 200 basis points, primarily reflecting:

Previous wording

(i)approximately 180 basis points related to a decrease in manufacturing and material costs as a percentage of net revenues, driven by increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization; and

Current wording

(i)approximately 110 basis points related to a decrease in manufacturing and material costs as a percentage of net revenues, driven by increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization; and

Previous wording

(i)approximately 70 basis points related to an increase in excess and obsolescence costs primarily associated with the Prestige product portfolio; and

Current wording

(ii)approximately 80 basis points related to decreased excess and obsolescence costs primarily associated with the Prestige product portfolio.

Previous wording

In the three months ended March 31, 2024, selling, general and administrative expenses increased 7%, or $50.2, to $770.6 from $720.4 in the three months ended March 31, 2023. Selling, general and administrative expenses as a percentage of net revenues decreased to 55.6% in the three months ended March 31, 2024 from 55.9% in the three months ended March 31, 2023, or approximately 30 basis points. This decrease primarily reflects:

Current wording

In the three months ended September 30, 2024, selling, general and administrative expenses increased 5%, or $40.6, to $808.0 from $767.4 in the three months ended September 30, 2023. Selling, general and administrative expenses as a percentage of net revenues increased to 48.3% in the three months ended September 30, 2024 from 46.8% in the three months ended September 30, 2023, or approximately 150 basis points. This increase primarily reflects:

Previous wording

(i)120 basis points due to an increase in administrative costs as a percentage of net revenues due to higher compensation expense from increased headcount, partially offset by lower depreciation expense related to fully depreciated IT equipment; and

Current wording

(i)110 basis points due to an increase in administrative costs as a percentage of net revenues due to higher compensation expense from increased headcount;

Previous wording

(ii)60 basis points due to an increase in advertising and consumer promotional costs primarily due to increases in in-store merchandising execution and non-working media investments.

Current wording

(ii)40 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues primarily due to increases in in-store merchandising execution and education, partially offset by declines in working media investment as a percentage of net revenues;

Previous wording

(iii)40 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues; and

Current wording

(iii)40 basis points due to unfavorable transactional impact from our exposure to foreign currency as a percentage of net revenues; and

Previous wording

In the nine months ended March 31, 2024, operating income was $512.0 compared to income of $414.7 in the nine months ended March 31, 2023. Operating margin as a percentage of net revenues, increased to 10.8% in the nine months ended March 31, 2024 as compared to an operating income as a percentage of net revenues of 9.9% in the nine months ended March 31, 2023. The increase in operating margin is largely driven by a decrease in stock compensation expense as a percentage of net revenues (approximately 80 basis points) primarily related to a reduction in expense recognized in connection with a prior year's grant made to the CEO, lower fixed costs as a percentage of net revenues (approximately 50 basis points) primarily related to non people-related costs, lower amortization expense as a percentage of net revenues (approximately 30 basis points), and lower cost of goods sold as a percentage of net revenues (approximately 20 basis points), partially offset by higher restructuring costs in the current period (approximately 90 basis points). In addition, the higher proportion of Consumer Beauty sales were from lower margin Brazil brands, compared to the prior year, negatively impacted our consolidated gross margin and operating income.

Current wording

In the three months ended September 30, 2024, operating income was $237.8 compared to income of $197.5 in the three months ended September 30, 2023. Operating income as a percentage of net revenues, increased to 14.2% in the three months ended September 30, 2024 as compared to 12.0% in the three months ended September 30, 2023. The increase in operating margin is primarily driven by a decrease in cost of goods sold as a percentage of net revenues (approximately 200 basis points), a decrease in restructuring costs as a percentage of net revenues (approximately 170 basis points), a decrease in stock-based compensation expense (approximately 80 basis points) primarily related to a reduction in expense recognized in connection with a prior year's grant made to the CEO, partially offset by an increase in fixed costs as a percentage of net revenues (approximately 100 basis points) primarily related to people costs, an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 40 basis points), an increase in losses from our exposure to foreign currency (approximately 40 basis points), and an increase in expense related to other miscellaneous operating expenses (approximately 40 basis points). Our consolidated operating income margin was negatively impacted by a greater proportion of net revenues generated by the lower margin brands from our Brazilian business, and lower sales of the higher margin color cosmetics in the United States compared to the prior year.

Previous wording

In the three months ended March 31, 2024, the operating loss for Corporate was $17.6 compared to a loss of $31.0 in the three months ended March 31, 2023, as described under “Adjusted Operating Income for Coty Inc.” below. The decrease in the operating loss for Corporate was primarily driven by a $13.2 decrease in stock compensation expense.

Current wording

In the three months ended September 30, 2024, the operating loss for Corporate was $17.7 compared to a loss of $56.1 in the three months ended September 30, 2023, as described under “Adjusted Operating Income for Coty Inc.” below. The decrease in the operating loss for Corporate was primarily driven by a $27.7 decrease in restructuring costs and a $12.7 decrease in stock-based compensation expense.

Previous wording

In the three months ended March 31, 2024, amortization expense increased to $48.5 from $48.2 in the three months ended March 31, 2023. In the three months ended March 31, 2024, amortization expense of $38.6 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended March 31, 2023, amortization expense of $38.3 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively.

Current wording

In the three months ended September 30, 2024, amortization expense decreased to $48.1 from $48.6 in the three months ended September 30, 2023. In the three months ended September 30, 2024, amortization expense of $38.2 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2023, amortization expense of $38.7 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively.

Previous wording

•We incurred restructuring costs of $35.0 primarily related to the Current Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

Current wording

In the three months ended September 30, 2024, we incurred a credit in restructuring and other business structure realignment costs of $0.7, primarily related to the Current Restructuring Actions, included in the Condensed Consolidated Statements of Operations.

Previous wording

•We incurred restructuring costs of $0.9 primarily related to the Current Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

Current wording

•We incurred restructuring costs of $28.4 primarily related to the Current Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

Previous wording

•We incurred a credit in business structure realignment costs of $(2.6), which is reported in selling, general and administrative expenses.

Current wording

•We incurred a credit in business structure realignment costs of $(1.1), which is reported in selling, general and administrative expenses.

Previous wording

In the three months ended March 31, 2024, stock-based compensation was $20.5 as compared with $33.6 in the three months ended March 31, 2023. The decrease in stock-based compensation is primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

Current wording

In the three months ended September 30, 2024, stock-based compensation was $17.0 as compared with $29.7 in the three months ended September 30, 2023. The decrease in stock-based compensation is primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

Previous wording

In the nine months ended March 31, 2024 and 2023 we recognized gain of $(1.6) and $(1.0), respectively, related to sale of real estate.

Current wording

In the three months ended September 30, 2023, we recognized a gain of $1.7 related to sale of real estate.

Previous wording

In the nine months ended March 31, 2024, we recognized a gain of $(0.4) related to the early termination of a license and our decision to wind down our business in Russia.

Current wording

In the three months ended September 30, 2024 and 2023, we incurred costs of $0.0 and $0.8, respectively related to the early termination of a license and our decision to wind down our business in Russia.

Previous wording

In the three months ended March 31, 2024, adjusted depreciation expense of $25.7 and $30.3 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended March 31, 2023, adjusted depreciation expense of $28.6 and $30.6 was reported in the Prestige and Consumer Beauty segments, respectively.

Current wording

In the three months ended September 30, 2024, adjusted depreciation expense of $27.9 and $28.6 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2023, adjusted depreciation expense of $27.3 and $30.8 was reported in the Prestige and Consumer Beauty segments, respectively.

Previous wording

In the nine months ended March 31, 2024, net interest expense was $190.3 as compared with $185.7 in the nine months ended March 31, 2023. This increase is primarily due to higher foreign exchange losses, net of derivative contracts, the impact of a higher average interest rate despite lower debt balances in the current period, and lower amortization expense of deferred financing fees in the current period.

Current wording

In the three months ended September 30, 2024, net interest expense was $61.8 as compared with $69.8 in the three months ended September 30, 2023. The decrease in interest expense is primarily due to lower debt balances in the current period as well as lower interest rates.

Previous wording

In the three months ended March 31, 2024, other expense was $14.0 as compared with other income of $156.9 in the three months ended March 31, 2023.

Current wording

In the three months ended September 30, 2024, other expense was $43.3 as compared with other expense of $76.6 in the three months ended September 30, 2023.

Previous wording

The effective income tax rate for the nine months ended March 31, 2024 and 2023 was 34.3% and 22.1%, respectively. The effective tax rate of 34.3% for the nine months ended March 31, 2024, was driven up from the statutory tax rate of 21% due to an expense of $24.3 recognized in the current period on the revaluation of the Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland, as well as the limitation on the deductibility of executive stock compensation.

Current wording

The effective tax rate of 80.0% in the three months ended September 30, 2023, was higher than the Federal statutory rate of 21% primarily due to an expense of $24.3 recognized on the revaluation of the Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland as well as the limitation on the deductibility of executive stock compensation.

Previous wording

(c)For the three months ended March 31, 2024 and 2023, the amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

Current wording

(c)The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

Previous wording

The adjusted effective tax rate was 29.4% for the nine months ended March 31, 2024 compared to 24.5% for the nine months ended March 31, 2023. The differences were primarily due to an expense of $24.3 in the current period recognized on the revaluation of the Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland.

Current wording

The adjusted effective tax rate was 28.9% for the three months ended September 30, 2024 compared to 43.7% for the three months ended September 30, 2023. The differences were primarily due to an expense of $24.3 recognized in the prior period on the revaluation of the Company's deferred tax liabilities due to a tax rate increase enacted in Switzerland.

Previous wording

Net income attributable to Coty Inc. was $3.8 in the three months ended March 31, 2024 as compared to net income of $108.4 in the three months ended March 31, 2023. The decrease in the income was primarily driven by gains of $173.7 from forward repurchase contracts in the prior period that did not reoccur in the current period, partially offset by higher operating income of $34.3 in the current period.

Current wording

Net income attributable to Coty Inc. was $82.9 in the three months ended September 30, 2024 as compared to net income of $1.6 in the three months ended September 30, 2023. The increase in the income was primarily driven by higher operating income of $40.3 in the current period and lower net losses from forward repurchase contracts of $33.6 in the current period.

Previous wording

(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the three months ended March 31, 2024 and 2023, shares for the Forward Repurchase Contracts were excluded from the computation of adjusted diluted EPS as Coty is in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value losses/(gains) for contracts with the option to settle in shares or cash of $7.1 and $(93.9), respectively. For the three months ended March 31, 2024, convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $3.3. For the three months ended March 31, 2023, as the Convertible Series B Preferred Stock was dilutive, an adjustment to reverse the impact of the preferred stock dividends of $3.3 was required.

Current wording

(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the three months ended September 30, 2024 and 2023, no dilutive shares of the Forward Repurchase Contracts were included in the computation of adjusted diluted EPS as their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value losses/(gains) for contracts with the option to settle in shares or cash of $24.6 and $44.3, respectively. For the three months ended September 30, 2024, as the Convertible Series B Preferred Stock was dilutive, an adjustment to reverse the impact of the preferred stock dividends of $3.3 was required. For the three months ended September 30, 2023, convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $3.3.

Previous wording

(b)See a description of adjustments under “Adjusted Operating Income for Continuing Operations."

Current wording

(b)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc."

Previous wording

Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments, dividends, share repurchases, any principal payments on debt, and from time to time, acquisitions, and business structure realignment expenditures. Working capital movements are influenced by the sourcing of materials related to the production of products. Cash and working capital management initiatives, including the phasing of vendor and tax payments and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.

Current wording

Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments, dividends, share repurchases, any principal payments on debt, and from time to time, acquisitions, and business structure realignment expenditures. Working capital movements are influenced by the sourcing of materials related to the manufacturing of products.

Previous wording

We have substantially completed the exit of our commercial activities in Russia. However, we anticipate that the process related to the liquidation of the Russian legal entity will take an extended period of time. We anticipate that we will incur an future net cash costs of $10.0 to $15.0, which will be funded by our Russian subsidiary. The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies.

Current wording

We have substantially completed the exit of our commercial activities in Russia. However, we anticipate that the process related to the liquidation of the Russian legal entity will take an extended period of time. We anticipate that we will incur future net cash costs of $10.0 to $15.0, which will be funded by our Russian subsidiary. The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies.

Previous wording

We are in the process of deleveraging our company and improving the maturity mix of our debt, including through refinancing or repayment of a portion of our debt.

Current wording

We are in the process of deleveraging our company and improving the maturity mix of our debt, including through refinancing or repayment of a portion of our debt. We expect to continue to take actions to improve the maturity mix of our debt, including through redemptions and/or tender offers for near-dated maturities, from time to time as market conditions permit.

Previous wording

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt outstanding under our 2018 Coty Term B Facility and issuing fixed rate bonds. As a result, all of our long-term debt was fixed rate debt as of December 31, 2023 and our remaining floating-to-fixed interest rate swaps have been terminated.

Current wording

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt outstanding under our 2018 Coty Term B Facility and issuing fixed rate bonds. While our revolving credit facility, which we draw on from time to time, is subject to variable interest rates, all of our long-term debt outstanding as of September 30, 2024 is fixed rate debt.

Showing the first 40 of 46 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

(c)The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

Current report — wording carried from elsewhere

Cash and working capital management initiatives, including the phasing of vendor and tax payments and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.
Rearranged previous paragraphs (29)

Previous report — wording carried elsewhere

(ii)approximately 80 basis points related to decreased freight costs.

Previous report — wording carried elsewhere

The above reflects a positive impact from pricing net of inflation of approximately 200 basis points.

Previous report — wording carried elsewhere

(i)110 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with awards granted to the CEO; and

Previous report — wording carried elsewhere

(ii)110 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues.

Previous report — wording carried elsewhere

Digital and e-commerce channel sales growth also contributed to the increase in net revenues.

Previous report — wording carried elsewhere

(i)approximately 70 basis points related to a decrease in manufacturing and material costs as a percentage of net revenues, driven by increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization; and

Previous report — wording carried elsewhere

These increases were partially offset by:

Previous report — wording carried elsewhere

These decreases were partially offset by the following increases:

Previous report — wording carried elsewhere

Corporate primarily includes corporate expenses not directly related to our operating activities. These items are included in Corporate since we consider them to be Corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.

Previous report — wording carried elsewhere

We believe that Adjusted Operating income by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported Operating income to Adjusted Operating income is presented below, by segment:

Previous report — wording carried elsewhere

(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

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Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

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We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income to adjusted operating income is presented below:

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Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA

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Operating Income, Adjusted Operating Income and Adjusted EBITDA - Prestige Segment

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Operating Income, Adjusted Operating Income and Adjusted EBITDA - Consumer Beauty Segment

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Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Corporate Segment

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Restructuring and Other Business Realignment Costs

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•We incurred a credit in business structure realignment costs of $(5.4) which is reported in selling, general and administrative expenses.

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Early License Termination and Market Exit Costs

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The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of: (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to our unrecognized tax benefits and accrued interest; (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our effective tax rate could fluctuate significantly and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

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Reconciliation of Reported Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:

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(a)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”

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(b)The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.

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NET INCOME ATTRIBUTABLE TO COTY INC.

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We believe that adjusted net income attributable to Coty Inc. provides an enhanced understanding of our performance. See “Overview—Non-GAAP Financial Measures.”

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(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the nine months ended March 31, 2024 and 2023, shares for the Forward Repurchase Contracts were excluded from the computation of adjusted diluted EPS as Coty is in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value losses/(gains) for contracts with the option to settle in shares or cash of $6.9 and $(100.7), respectively. For the nine months ended March 31, 2024, convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $9.9. For the nine months ended March 31, 2023, as the Convertible Series B Preferred Stock was dilutive, an adjustment to reverse the impact of the preferred stock dividends of $9.9 was required.

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(e)The amounts represent the after-tax impact of the non-GAAP adjustments included in Net income (loss) attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Condensed Consolidated Statements of Operations.

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We expect to continue to take actions to improve the maturity mix of our debt from time to time as market conditions permit.