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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Coty Inc | NYSE:COTY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.06 | -0.52% | 11.51 | 11.76 | 11.49 | 11.70 | 2,848,463 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-35964
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Delaware
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13-3823358
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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350 Fifth Avenue, New York, NY
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10118
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(Address of principal executive offices)
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(Zip Code)
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Page
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Net revenues
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$
|
2,032.1
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$
|
950.7
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$
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5,409.0
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$
|
3,273.5
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Cost of sales
|
816.1
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369.0
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2,153.2
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1,280.4
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Gross profit
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1,216.0
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581.7
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3,255.8
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1,993.1
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Selling, general and administrative expenses
|
1,092.4
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494.2
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2,741.5
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1,493.9
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Amortization expense
|
102.6
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|
20.9
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|
219.0
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59.0
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Restructuring costs
|
155.8
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6.6
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179.0
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79.3
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Acquisition-related costs
|
57.7
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|
37.0
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|
275.1
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|
98.3
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||||
Asset impairment charges
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—
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—
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—
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5.5
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Operating (loss) income
|
(192.5
|
)
|
|
23.0
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(158.8
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)
|
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257.1
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||||
Interest expense, net
|
60.8
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|
25.1
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|
|
159.1
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55.7
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Loss on early extinguishment of debt
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—
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—
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—
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3.1
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Other (income) expense, net
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(0.5
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)
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6.6
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|
0.2
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|
30.4
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(Loss) income before income taxes
|
(252.8
|
)
|
|
(8.7
|
)
|
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(318.1
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)
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|
167.9
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(Benefit) provision for income taxes
|
(93.4
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)
|
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11.6
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(220.6
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)
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(42.5
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)
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Net (loss) income
|
(159.4
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)
|
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(20.3
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)
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(97.5
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)
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|
210.4
|
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Net income attributable to noncontrolling interests
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3.5
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|
|
2.4
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|
|
14.2
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|
|
12.1
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Net income attributable to redeemable noncontrolling interests
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1.3
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4.1
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5.7
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|
10.4
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Net (loss) income attributable to Coty Inc.
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$
|
(164.2
|
)
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$
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(26.8
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)
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$
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(117.4
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)
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$
|
187.9
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Net (loss) income attributable to Coty Inc. per common share:
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Basic
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$
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(0.22
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)
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$
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(0.08
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)
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$
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(0.19
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)
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$
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0.54
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Diluted
|
(0.22
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)
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(0.08
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)
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(0.19
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)
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0.53
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Weighted-average common shares outstanding:
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Basic
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747.3
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337.9
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607.9
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347.8
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Diluted
|
747.3
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337.9
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607.9
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356.9
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Cash dividend declared per common share
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$
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0.125
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$
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—
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$
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0.525
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$
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0.250
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Three Months Ended
March 31, |
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Nine Months Ended
March 31, |
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2017
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2016
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2017
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2016
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Net (loss) income
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$
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(159.4
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)
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$
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(20.3
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)
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$
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(97.5
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)
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$
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210.4
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Other comprehensive income (loss):
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Foreign currency translation adjustment
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87.1
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57.4
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(9.2
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)
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38.6
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Net unrealized derivative gains on cash flow hedges, net of taxes of $(1.8) and $1.0, and $(10.5) and $0.3 during the three and nine months ended, respectively
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3.0
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(21.9
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)
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44.9
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(14.6
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)
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Pension and other post-employment benefits (losses) adjustment, net of tax of nil and nil, and $(5.8) and nil during the three and nine months ended, respectively
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—
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—
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10.1
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0.2
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Total other comprehensive income, net of tax
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90.1
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35.5
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45.8
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24.2
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Comprehensive (loss) income
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(69.3
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)
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15.2
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(51.7
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)
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234.6
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Comprehensive income attributable to noncontrolling interests:
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Net income
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3.5
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2.4
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|
|
14.2
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12.1
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Foreign currency translation adjustment
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0.3
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1.2
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(0.2
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)
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0.9
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Total comprehensive income attributable to noncontrolling interests
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3.8
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3.6
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14.0
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13.0
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Comprehensive income attributable to redeemable noncontrolling interests:
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Net income
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1.3
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|
4.1
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|
|
5.7
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|
|
10.4
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Foreign currency translation adjustment
|
—
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|
|
0.2
|
|
|
—
|
|
|
0.2
|
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Total comprehensive income attributable to redeemable noncontrolling interests
|
1.3
|
|
|
4.3
|
|
|
5.7
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|
|
10.6
|
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Comprehensive (loss) income attributable to Coty Inc.
|
$
|
(74.4
|
)
|
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$
|
7.3
|
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|
$
|
(71.4
|
)
|
|
$
|
211.0
|
|
|
March 31,
2017 |
|
June 30,
2016 |
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ASSETS
|
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Current assets:
|
|
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Cash and cash equivalents
|
$
|
767.0
|
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|
$
|
372.4
|
|
Restricted cash
|
25.0
|
|
|
—
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Trade receivables—less allowances of $81.7 and $35.2, respectively
|
1,380.9
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|
682.9
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Inventories
|
1,034.3
|
|
|
565.8
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|
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Prepaid expenses and other current assets
|
380.4
|
|
|
206.8
|
|
||
Deferred income taxes
|
158.6
|
|
|
110.5
|
|
||
Total current assets
|
3,746.2
|
|
|
1,938.4
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Property and equipment, net
|
1,555.8
|
|
|
638.6
|
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Goodwill
|
8,111.8
|
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|
2,212.7
|
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Other intangible assets, net
|
8,968.8
|
|
|
2,050.1
|
|
||
Deferred income taxes
|
100.9
|
|
|
15.7
|
|
||
Other noncurrent assets
|
289.8
|
|
|
180.1
|
|
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TOTAL ASSETS
|
$
|
22,773.3
|
|
|
$
|
7,035.6
|
|
LIABILITIES AND EQUITY
|
|
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|
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Current liabilities:
|
|
|
|
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|
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Accounts payable
|
$
|
1,456.5
|
|
|
$
|
921.4
|
|
Accrued expenses and other current liabilities
|
1,558.7
|
|
|
748.4
|
|
||
Short-term debt and current portion of long-term debt
|
193.0
|
|
|
161.8
|
|
||
Income and other taxes payable
|
9.7
|
|
|
18.7
|
|
||
Deferred income taxes
|
39.8
|
|
|
4.9
|
|
||
Total current liabilities
|
3,257.7
|
|
|
1,855.2
|
|
||
Long-term debt, net
|
6,909.3
|
|
|
3,936.4
|
|
||
Pension and other post-employment benefits
|
603.6
|
|
|
230.6
|
|
||
Deferred income taxes
|
1,480.2
|
|
|
339.2
|
|
||
Other noncurrent liabilities
|
385.5
|
|
|
233.8
|
|
||
Total liabilities
|
12,636.3
|
|
|
6,595.2
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 22)
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|
|
|
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REDEEMABLE NONCONTROLLING INTERESTS
|
506.4
|
|
|
73.3
|
|
||
EQUITY:
|
|
|
|
|
|
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Preferred Stock, $0.01 par value; 20.0 shares authorized, 4.2 and 1.7 issued and outstanding at March 31, 2017 and June 30, 2016, respectively
|
—
|
|
|
—
|
|
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Class A Common Stock, $0.01 par value; 1,000.0 and 800.0 shares authorized, 812.6 and 138.7 issued and 747.6 and 75.1 outstanding, at March 31, 2017 and June 30, 2016, respectively
|
8.1
|
|
|
1.4
|
|
||
Class B Common Stock, $0.01 par value; 0.0 and 262.0 shares authorized, 0.0 and 262.0 issued and outstanding at March 31, 2017 and June 30, 2016, respectively
|
—
|
|
|
2.6
|
|
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Additional paid-in capital
|
11,391.5
|
|
|
2,038.4
|
|
||
Accumulated deficit
|
(154.4
|
)
|
|
(37.0
|
)
|
||
Accumulated other comprehensive loss
|
(193.7
|
)
|
|
(239.7
|
)
|
||
Treasury stock—at cost, shares: 65.0 and 63.6 at March 31, 2017 and June 30, 2016, respectively
|
(1,441.8
|
)
|
|
(1,405.5
|
)
|
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Total Coty Inc. stockholders’ equity
|
9,609.7
|
|
|
360.2
|
|
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Noncontrolling interests
|
20.9
|
|
|
6.9
|
|
||
Total equity
|
9,630.6
|
|
|
367.1
|
|
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TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
22,773.3
|
|
|
$
|
7,035.6
|
|
|
Preferred Stock
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid-in |
|
(Accumulated
|
|
Accumulated
Other Comprehensive |
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’ |
|
Noncontrolling
|
|
Total
|
|
Redeemable
Noncontrolling |
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Shares
|
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Amount
|
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Loss
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
||||||||||||||||||||||||||
BALANCE—July 1, 2016
|
1.7
|
|
|
$
|
—
|
|
|
138.7
|
|
|
$
|
1.4
|
|
|
262.0
|
|
|
$
|
2.6
|
|
|
$
|
2,038.4
|
|
|
$
|
(37.0
|
)
|
|
$
|
(239.7
|
)
|
|
63.6
|
|
|
$
|
(1,405.5
|
)
|
|
$
|
360.2
|
|
|
$
|
6.9
|
|
|
$
|
367.1
|
|
|
$
|
73.3
|
|
Issuance of Class A Common Stock for business combination
|
|
|
|
|
409.7
|
|
|
4.1
|
|
|
|
|
|
|
9,624.5
|
|
|
|
|
|
|
|
|
|
|
9,628.6
|
|
|
|
|
9,628.6
|
|
|
|
|||||||||||||||||||||
Issuance of Preferred Stock
|
2.5
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Conversion of Class B to Class A Common Stock
|
|
|
|
|
|
|
262.0
|
|
|
2.6
|
|
|
(262.0
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
(36.3
|
)
|
|
(36.3
|
)
|
|
|
|
(36.3
|
)
|
|
|
||||||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
2.2
|
|
|
—
|
|
|
|
|
|
|
|
19.5
|
|
|
|
|
|
|
|
|
|
|
19.5
|
|
|
|
|
19.5
|
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
15.2
|
|
|
|
|
|
|
|
|
|
|
15.2
|
|
|
|
|
15.2
|
|
|
|
|||||||||||||||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(281.2
|
)
|
|
|
|
|
|
|
|
|
|
(281.2
|
)
|
|
|
|
(281.2
|
)
|
|
|
|||||||||||||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(117.4
|
)
|
|
|
|
|
|
|
|
(117.4
|
)
|
|
14.2
|
|
|
(103.2
|
)
|
|
5.7
|
|
|||||||||||||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.0
|
|
|
|
|
|
|
46.0
|
|
|
(0.2
|
)
|
|
45.8
|
|
|
—
|
|
|||||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.5
|
)
|
|||||||||||||||||||||||||
Redeemable noncontrolling interest due to business combination (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
410.9
|
|
|||||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.9
|
)
|
|
|
|
|
|
|
|
|
|
(24.9
|
)
|
|
|
|
(24.9
|
)
|
|
24.9
|
|
||||||||||||||||||||||
Adjustment to repurchase of redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.9
|
)
|
|||||||||||||||||||||||||
BALANCE—March 31, 2017
|
4.2
|
|
|
$
|
—
|
|
|
812.6
|
|
|
$
|
8.1
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
11,391.5
|
|
|
$
|
(154.4
|
)
|
|
$
|
(193.7
|
)
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,609.7
|
|
|
$
|
20.9
|
|
|
$
|
9,630.6
|
|
|
$
|
506.4
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in
|
|
(Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’
|
|
Noncontrolling
|
|
Total
|
|
Redeemable
Noncontrolling
|
|||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Loss
|
|
Shares
|
|
Amount
|
|
Equity
|
|
Interests
|
|
Equity
|
|
Interests
|
|||||||||||||||||||||||||
BALANCE—July 1, 2015
|
1.9
|
|
|
—
|
|
|
134.0
|
|
|
$
|
1.3
|
|
|
262.0
|
|
|
$
|
2.6
|
|
|
$
|
2,044.4
|
|
|
$
|
(193.9
|
)
|
|
$
|
(274.0
|
)
|
|
35.2
|
|
|
$
|
(610.6
|
)
|
|
$
|
969.8
|
|
|
$
|
14.9
|
|
|
$
|
984.7
|
|
|
$
|
86.3
|
|
Cancellation of Preferred Stock
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
|
|
|||||||||||||||||||||
Purchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.9
|
|
|
(727.9
|
)
|
|
(727.9
|
)
|
|
|
|
(727.9
|
)
|
|
|
|||||||||||||||||||||
Reclassification of Class A Common Stock from liability to APIC
|
|
|
|
|
|
|
|
|
|
|
|
|
13.8
|
|
|
|
|
|
|
|
|
|
|
13.8
|
|
|
|
|
13.8
|
|
|
|
||||||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
3.9
|
|
|
0.1
|
|
|
|
|
|
|
|
|
36.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36.8
|
|
|
|
|
|
36.8
|
|
|
|
|
||||||||||||
Series A Preferred share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
1.1
|
|
|
|
||||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.3
|
|
|
|
|
|
17.3
|
|
|
|
|
||||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89.7
|
)
|
|
|
|
|
(89.7
|
)
|
|
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187.9
|
|
|
|
|
|
|
|
|
|
|
|
187.9
|
|
|
12.1
|
|
|
200.0
|
|
|
10.4
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
23.1
|
|
|
0.9
|
|
|
24.0
|
|
|
0.2
|
|
||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.3
|
)
|
|
(16.3
|
)
|
|
(6.6
|
)
|
||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.3
|
|
|
|
|
|
11.3
|
|
|
(11.3
|
)
|
||||||||||||
BALANCE—March 31, 2016
|
1.7
|
|
|
—
|
|
|
137.9
|
|
|
$
|
1.4
|
|
|
262.0
|
|
|
$
|
2.6
|
|
|
$
|
2,034.8
|
|
|
$
|
(6.0
|
)
|
|
$
|
(250.9
|
)
|
|
61.1
|
|
|
$
|
(1,338.5
|
)
|
|
$
|
443.4
|
|
|
$
|
11.6
|
|
|
$
|
455.0
|
|
|
$
|
79.0
|
|
Cash paid during the period for interest
|
$
|
132.9
|
|
|
$
|
57.8
|
|
Cash paid during the period for income taxes, net of refunds received
|
63.6
|
|
|
89.0
|
|
||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Accrued capital expenditure additions
|
$
|
70.8
|
|
|
$
|
39.5
|
|
Non-cash Common Stock issued for business combination
|
9,628.6
|
|
|
—
|
|
||
Non-cash debt assumed for business combination
|
1,943.0
|
|
|
—
|
|
||
Non-cash capital contribution associated with special share purchase transaction
|
—
|
|
|
13.8
|
|
||
Non-cash redeemable noncontrolling interest for business combinations
|
410.9
|
|
|
—
|
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Estimated fair value adjusted
|
|
Estimated
useful life (in years) |
||||||
Cash and cash equivalents
|
$
|
387.6
|
|
|
$
|
—
|
|
|
$
|
387.6
|
|
|
|
Inventories
|
506.7
|
|
|
(38.3
|
)
|
|
468.4
|
|
|
|
|||
Property, plant and equipment
|
770.4
|
|
|
(8.0
|
)
|
|
762.4
|
|
|
3 - 40
|
|||
Goodwill
|
5,081.8
|
|
|
60.2
|
|
|
5,142.0
|
|
|
Indefinite
|
|||
Trademarks — indefinite
|
1,890.0
|
|
|
—
|
|
|
1,890.0
|
|
|
Indefinite
|
|||
Trademarks — finite
|
879.1
|
|
|
5.6
|
|
|
884.7
|
|
|
10 - 30
|
|||
Customer relationships
|
1,795.8
|
|
|
11.3
|
|
|
1,807.1
|
|
|
1.5 - 17
|
|||
License agreements
|
1,836.0
|
|
|
1.0
|
|
|
1,837.0
|
|
|
10 - 30
|
|||
Product formulations
|
183.8
|
|
|
—
|
|
|
183.8
|
|
|
5 - 29
|
|||
Other net working capital
|
65.8
|
|
|
(27.6
|
)
|
|
38.2
|
|
|
|
|||
Net other assets
|
54.9
|
|
|
(5.3
|
)
|
|
49.6
|
|
|
|
|||
Unfavorable contract liabilities
|
(130.0
|
)
|
|
—
|
|
|
(130.0
|
)
|
|
|
|||
Pension liabilities
|
(394.9
|
)
|
|
(9.8
|
)
|
|
(404.7
|
)
|
|
|
|||
Tax indemnification liability
|
(55.0
|
)
|
|
—
|
|
|
(55.0
|
)
|
|
|
|||
Deferred tax liability, net
|
(1,301.6
|
)
|
|
10.9
|
|
|
(1,290.7
|
)
|
|
|
|||
Total purchase price
|
$
|
11,570.4
|
|
|
$
|
—
|
|
|
$
|
11,570.4
|
|
|
|
|
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Estimated fair value adjusted
|
|
Estimated
useful life (in years) |
||||||
Cash and cash equivalents
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
|
Inventories
|
79.8
|
|
|
—
|
|
|
79.8
|
|
|
|
|||
Property, plant and equipment
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|
3 - 10
|
|||
Goodwill
|
175.5
|
|
|
(7.4
|
)
|
|
168.1
|
|
|
Indefinite
|
|||
Indefinite-lived other intangibles assets
|
163.8
|
|
|
—
|
|
|
163.8
|
|
|
Indefinite
|
|||
Customer relationships
|
44.2
|
|
|
(7.6
|
)
|
|
36.6
|
|
|
11 - 24
|
|||
Technology
|
138.6
|
|
|
8.0
|
|
|
146.6
|
|
|
11 - 16
|
|||
Other net working capital
|
(7.4
|
)
|
|
7.1
|
|
|
(0.3
|
)
|
|
|
|||
Net other assets
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
|
|||
Deferred tax liability, net
|
(75.3
|
)
|
|
(0.1
|
)
|
|
(75.4
|
)
|
|
|
|||
Total purchase price
|
$
|
538.5
|
|
|
$
|
—
|
|
|
$
|
538.5
|
|
|
|
|
|
|
Estimated
fair value |
|
Estimated
useful life (in years) |
||
Cash and cash equivalents
|
$
|
17.5
|
|
|
|
Inventories
|
106.5
|
|
|
|
|
Property, plant and equipment
|
64.1
|
|
|
3 - 7
|
|
Goodwill
|
559.5
|
|
|
Indefinite
|
|
Trademark — finite
|
121.0
|
|
|
20
|
|
Product formulations
|
0.6
|
|
|
5
|
|
Customer relationships
|
184.0
|
|
|
9 - 15
|
|
Other net working capital
|
(24.8
|
)
|
|
|
|
Short-term and long-term debt
|
(1.2
|
)
|
|
|
|
Total equity value
|
1,027.2
|
|
|
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
410.9
|
|
|
|
|
Net cash and debt acquired
|
16.3
|
|
|
|
|
Total purchase price
|
$
|
600.0
|
|
|
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Estimated
fair value as adjusted |
|
Estimated
useful life (in years) |
||||||
Cash and cash equivalents
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
|
Inventories
|
45.6
|
|
|
—
|
|
|
45.6
|
|
|
|
|||
Property, plant and equipment
|
95.4
|
|
|
—
|
|
|
95.4
|
|
|
2 - 40
|
|||
Goodwill
|
553.7
|
|
|
(16.6
|
)
|
|
537.1
|
|
|
Indefinite
|
|||
Trademarks — indefinite
|
147.1
|
|
|
—
|
|
|
147.1
|
|
|
Indefinite
|
|||
Trademarks — finite
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|
5 - 15
|
|||
Customer relationships
|
44.6
|
|
|
—
|
|
|
44.6
|
|
|
13 - 28
|
|||
Product formulations
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|
3
|
|||
Other net working capital
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
|
|||
Net other assets
|
2.1
|
|
|
(0.7
|
)
|
|
1.4
|
|
|
|
|||
Deferred tax liability, net
|
(21.5
|
)
|
|
17.3
|
|
|
(4.2
|
)
|
|
|
|||
Total purchase price
|
$
|
901.9
|
|
|
$
|
—
|
|
|
$
|
901.9
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2017
(a)
|
|
2016
(b)
|
|
2017
(a)
|
|
2016
(b)
|
||||||||
Pro forma Net revenues
|
$
|
2,063.7
|
|
|
$
|
2,070.4
|
|
|
$
|
6,647.9
|
|
|
$
|
7,049.4
|
|
Pro forma Net income (loss)
|
(77.5
|
)
|
|
(28.6
|
)
|
|
68.9
|
|
|
126.0
|
|
||||
Pro forma Net income (loss) attributable to Coty Inc.
|
(89.7
|
)
|
|
(47.2
|
)
|
|
37.4
|
|
|
102.6
|
|
||||
Pro forma Net income (loss) attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.05
|
|
|
$
|
0.14
|
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.05
|
|
|
$
|
0.13
|
|
|
|
(b)
|
For the
three months ended March 31, 2016
, the pro forma information excluded
$64.8
of non-recurring acquisition-related costs and
$4.9
of amortization of inventory step up. For the
nine months ended March 31, 2016
, the pro forma information included
$54.7
of non-recurring acquisition-related costs and
$104.1
of amortization of inventory step up.
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
SEGMENT DATA
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
634.6
|
|
|
$
|
405.9
|
|
|
$
|
1,918.6
|
|
|
$
|
1,433.4
|
|
Consumer Beauty
|
988.6
|
|
|
488.5
|
|
|
2,562.2
|
|
|
1,653.7
|
|
||||
Professional Beauty
|
408.9
|
|
|
56.3
|
|
|
928.2
|
|
|
186.4
|
|
||||
Total
|
$
|
2,032.1
|
|
|
$
|
950.7
|
|
|
$
|
5,409.0
|
|
|
$
|
3,273.5
|
|
Operating (loss) income:
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
60.9
|
|
|
$
|
29.7
|
|
|
$
|
203.6
|
|
|
$
|
206.1
|
|
Consumer Beauty
|
63.0
|
|
|
39.2
|
|
|
178.6
|
|
|
210.2
|
|
||||
Professional Beauty
|
(18.2
|
)
|
|
12.8
|
|
|
81.5
|
|
|
53.4
|
|
||||
Corporate
|
(298.2
|
)
|
|
(58.7
|
)
|
|
(622.5
|
)
|
|
(212.6
|
)
|
||||
Total
|
$
|
(192.5
|
)
|
|
$
|
23.0
|
|
|
$
|
(158.8
|
)
|
|
$
|
257.1
|
|
Reconciliation:
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income
|
$
|
(192.5
|
)
|
|
$
|
23.0
|
|
|
$
|
(158.8
|
)
|
|
$
|
257.1
|
|
Interest expense, net
|
60.8
|
|
|
25.1
|
|
|
159.1
|
|
|
55.7
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||
Other (income) expense, net
|
(0.5
|
)
|
|
6.6
|
|
|
0.2
|
|
|
30.4
|
|
||||
(Loss) income before income taxes
|
$
|
(252.8
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(318.1
|
)
|
|
$
|
167.9
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
GEOGRAPHIC DATA
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
685.1
|
|
|
$
|
311.1
|
|
|
$
|
1,727.4
|
|
|
$
|
1,072.8
|
|
Europe
|
848.4
|
|
|
402.0
|
|
|
2,429.4
|
|
|
1,494.8
|
|
||||
ALMEA
|
498.6
|
|
|
237.6
|
|
|
1,252.2
|
|
|
705.9
|
|
||||
Total
|
$
|
2,032.1
|
|
|
$
|
950.7
|
|
|
$
|
5,409.0
|
|
|
$
|
3,273.5
|
|
Long-lived assets:
|
March 31,
2017 |
|
June 30,
2016 |
||||
United States
(a)
|
$
|
13,472.8
|
|
|
$
|
2,688.7
|
|
Switzerland
|
1,917.2
|
|
|
508.0
|
|
||
All other
|
3,246.4
|
|
|
1,713.6
|
|
||
Total
|
$
|
18,636.4
|
|
|
$
|
4,910.3
|
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||
PRODUCT CATEGORY
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
|
|
||||
Fragrance
|
32.1
|
%
|
|
43.8
|
%
|
|
38.5
|
%
|
|
48.6
|
%
|
Color Cosmetics
|
31.4
|
|
|
39.6
|
|
|
28.9
|
|
|
34.9
|
|
Skin & Body Care
|
10.0
|
|
|
16.6
|
|
|
12.4
|
|
|
16.5
|
|
Hair Care
|
26.5
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
Total Coty Inc.
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Global Integration Activities
|
$
|
156.5
|
|
|
$
|
—
|
|
|
$
|
170.1
|
|
|
$
|
—
|
|
Acquisition Integration Program
|
(0.7
|
)
|
|
1.4
|
|
|
3.9
|
|
|
47.0
|
|
||||
Organizational Redesign
|
(0.1
|
)
|
|
4.6
|
|
|
4.4
|
|
|
28.0
|
|
||||
Other Restructuring
|
0.1
|
|
|
0.6
|
|
|
0.6
|
|
|
4.3
|
|
||||
Total
|
$
|
155.8
|
|
|
$
|
6.6
|
|
|
$
|
179.0
|
|
|
$
|
79.3
|
|
|
Cost of sales
(a)
|
|
Selling, general and administrative
(b)
|
|
Restructuring
|
|
Total
|
||||||||
Nine months ended March 31,
|
$
|
8.1
|
|
|
$
|
5.5
|
|
|
$
|
170.1
|
|
|
$
|
183.7
|
|
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||
Balance—July 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
158.7
|
|
|
10.6
|
|
|
0.8
|
|
|
170.1
|
|
||||
Acquisition
(a)
|
1.8
|
|
|
—
|
|
|
10.0
|
|
|
11.8
|
|
||||
Payments
|
(6.6
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(8.7
|
)
|
||||
Effect of exchange rates
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||
Balance—March 31, 2017
|
$
|
153.0
|
|
|
$
|
10.6
|
|
|
$
|
8.7
|
|
|
$
|
172.3
|
|
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||
Balance—July 1, 2016
|
$
|
35.7
|
|
|
$
|
7.6
|
|
|
$
|
0.1
|
|
|
$
|
43.4
|
|
Restructuring charges
|
0.8
|
|
|
—
|
|
|
6.6
|
|
|
7.4
|
|
||||
Payments
|
(8.7
|
)
|
|
(3.7
|
)
|
|
(2.0
|
)
|
|
(14.4
|
)
|
||||
Changes in estimates
|
(0.8
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||
Effect of exchange rates
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(1.5
|
)
|
||||
Balance—March, 31, 2017
|
$
|
26.0
|
|
|
$
|
2.9
|
|
|
$
|
4.3
|
|
|
$
|
33.2
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||
Balance—July 1, 2016
|
$
|
33.6
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
34.5
|
|
Restructuring charges
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||
Payments
|
(27.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(27.8
|
)
|
||||
Changes in estimates
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
||||
Effect of exchange rates
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Balance—March, 31, 2017
|
$
|
10.4
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
10.9
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Raw materials
|
$
|
241.9
|
|
|
$
|
159.8
|
|
Work-in-process
|
34.0
|
|
|
9.5
|
|
||
Finished goods
|
758.4
|
|
|
396.5
|
|
||
Total inventories
|
$
|
1,034.3
|
|
|
$
|
565.8
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Land, buildings and leasehold improvements
|
$
|
623.7
|
|
|
$
|
284.8
|
|
Machinery and equipment
|
812.3
|
|
|
523.1
|
|
||
Marketing furniture and fixtures
|
427.8
|
|
|
295.2
|
|
||
Computer equipment and software
|
469.6
|
|
|
346.7
|
|
||
Construction in progress
|
244.6
|
|
|
79.6
|
|
||
Property and Equipment, gross
|
2,578.0
|
|
|
1,529.4
|
|
||
Accumulated depreciation and amortization
|
(1,022.2
|
)
|
|
(890.8
|
)
|
||
Property and equipment, net
|
$
|
1,555.8
|
|
|
$
|
638.6
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2016
|
$
|
1,294.5
|
|
|
$
|
1,288.2
|
|
|
$
|
270.8
|
|
|
$
|
2,853.5
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2016
|
$
|
890.8
|
|
|
$
|
1,051.1
|
|
|
$
|
270.8
|
|
|
$
|
2,212.7
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Measurement Period Adjustments
(a)
|
4.2
|
|
|
33.4
|
|
|
(1.4
|
)
|
|
36.2
|
|
||||
Acquisitions
(b)
|
347.4
|
|
|
4,786.0
|
|
|
683.4
|
|
|
5,816.8
|
|
||||
Foreign currency translation
|
4.8
|
|
|
37.0
|
|
|
4.3
|
|
|
46.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at March 31, 2017
|
$
|
1,650.9
|
|
|
$
|
6,144.6
|
|
|
$
|
957.1
|
|
|
$
|
8,752.6
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at March 31, 2017
|
$
|
1,247.2
|
|
|
$
|
5,907.5
|
|
|
$
|
957.1
|
|
|
$
|
8,111.8
|
|
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
Indefinite-lived other intangible assets
|
$
|
3,442.8
|
|
|
$
|
1,417.0
|
|
Finite-lived other intangible assets, net
|
5,526.0
|
|
|
633.1
|
|
||
Total Other intangible assets, net
|
$
|
8,968.8
|
|
|
$
|
2,050.1
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2016
|
$
|
401.2
|
|
|
$
|
551.5
|
|
|
$
|
662.1
|
|
|
$
|
1,614.8
|
|
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 30, 2016
|
282.4
|
|
|
475.6
|
|
|
659.0
|
|
|
1,417.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended March 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Acquisitions
(a)
|
—
|
|
|
1,390.0
|
|
|
663.8
|
|
|
2,053.8
|
|
||||
Foreign currency translation
|
(10.9
|
)
|
|
(14.2
|
)
|
|
(2.9
|
)
|
|
(28.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at March 31, 2017
|
390.3
|
|
|
1,927.3
|
|
|
1,323.0
|
|
|
3,640.6
|
|
||||
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at March 31, 2017
|
$
|
271.5
|
|
|
$
|
1,851.4
|
|
|
$
|
1,319.9
|
|
|
$
|
3,442.8
|
|
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
License agreements
|
$
|
798.3
|
|
|
$
|
(532.2
|
)
|
|
$
|
—
|
|
|
$
|
266.1
|
|
Customer relationships
|
611.7
|
|
|
(274.2
|
)
|
|
(5.5
|
)
|
|
332.0
|
|
||||
Trademarks
|
128.3
|
|
|
(108.6
|
)
|
|
—
|
|
|
19.7
|
|
||||
Product formulations
|
48.0
|
|
|
(32.7
|
)
|
|
—
|
|
|
15.3
|
|
||||
Total
|
$
|
1,586.3
|
|
|
$
|
(947.7
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
633.1
|
|
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
License agreements
(a)
|
$
|
2,542.7
|
|
|
$
|
(585.5
|
)
|
|
$
|
—
|
|
|
$
|
1,957.2
|
|
Customer relationships
(a)
|
2,633.5
|
|
|
(389.4
|
)
|
|
(5.5
|
)
|
|
2,238.6
|
|
||||
Trademarks
(a)
|
1,133.0
|
|
|
(131.2
|
)
|
|
—
|
|
|
1,001.8
|
|
||||
Product formulations and technology
(a)
|
380.6
|
|
|
(52.2
|
)
|
|
—
|
|
|
328.4
|
|
||||
Total
|
$
|
6,689.8
|
|
|
$
|
(1,158.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
5,526.0
|
|
|
|
2017, remaining
|
$
|
104.4
|
|
2018
|
403.3
|
|
|
2019
|
359.9
|
|
|
2020
|
354.7
|
|
|
2021
|
346.0
|
|
|
2022
|
329.0
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Advertising, marketing and licensing
|
$
|
430.2
|
|
|
$
|
180.2
|
|
Customer returns, discounts, allowances and bonuses
|
306.5
|
|
|
164.8
|
|
||
Compensation and other compensation related benefits
|
270.6
|
|
|
157.5
|
|
||
Restructuring costs
|
183.4
|
|
|
60.8
|
|
||
VAT, sales and other non-income taxes
|
58.4
|
|
|
36.2
|
|
||
Tax indemnification liability
|
55.0
|
|
|
—
|
|
||
Acquisition-related costs
|
39.4
|
|
|
42.4
|
|
||
Deferred income
|
25.3
|
|
|
3.8
|
|
||
Interest
|
17.4
|
|
|
9.4
|
|
||
Audit and consulting
|
9.1
|
|
|
6.3
|
|
||
Lease related liabilities
|
4.4
|
|
|
3.7
|
|
||
Derivative liabilities
|
3.0
|
|
|
20.9
|
|
||
Other
|
156.0
|
|
|
62.4
|
|
||
Total accrued expenses and other current liabilities
|
$
|
1,558.7
|
|
|
$
|
748.4
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Noncurrent income tax liabilities
|
$
|
154.2
|
|
|
$
|
131.9
|
|
Unfavorable contract liabilities
|
108.2
|
|
|
—
|
|
||
Deferred rent
|
47.5
|
|
|
47.2
|
|
||
Restructuring
|
44.6
|
|
|
23.5
|
|
||
Other
|
31.0
|
|
|
31.2
|
|
||
Total other noncurrent liabilities
|
$
|
385.5
|
|
|
$
|
233.8
|
|
|
March 31, 2017
|
|
June 30,
2016 |
||||
Short-term debt
|
$
|
3.4
|
|
|
$
|
19.8
|
|
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
—
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
944.3
|
|
|
—
|
|
||
Galleria Term Loan B Facility due September 2023
|
1,000.0
|
|
|
—
|
|
||
Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
|
825.0
|
|
|
670.0
|
|
||
Coty Term Loan A Facility due October 2020
|
1,806.3
|
|
|
1,883.6
|
|
||
Coty Term Loan A Facility due October 2021
|
962.8
|
|
|
—
|
|
||
Coty Term Loan B Facility due October 2022
|
1,641.6
|
|
|
1,596.0
|
|
||
Other long-term debt and capital lease obligations
|
1.4
|
|
|
0.7
|
|
||
Total debt
|
7,184.8
|
|
|
4,170.1
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(193.0
|
)
|
|
(161.8
|
)
|
||
Total Long-term debt
|
6,991.8
|
|
|
4,008.3
|
|
||
Less: Unamortized debt issuance costs
(a) (b)
|
(71.7
|
)
|
|
(64.6
|
)
|
||
Less: Discount on Long-term debt
|
(10.8
|
)
|
|
(7.3
|
)
|
||
Total Long-term debt, net
|
$
|
6,909.3
|
|
|
$
|
3,936.4
|
|
|
|
•
|
the LIBOR of the applicable qualified currency plus the applicable margin; or
|
•
|
ABR plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 5.00:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 5.00:1 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%
|
|
—%
|
|
March 31, 2017
|
|
June 30, 2016
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Galleria Credit Agreement
|
$
|
1,944.3
|
|
|
$
|
1,949.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coty Credit Agreement
|
5,235.7
|
|
|
5,244.9
|
|
|
4,149.6
|
|
|
4,106.9
|
|
Fiscal Year Ending June 30
|
|
||
2017, remaining
|
$
|
32.6
|
|
2018
|
124.0
|
|
|
2019
|
110.4
|
|
|
2020
|
94.4
|
|
|
2021
|
81.6
|
|
|
Thereafter
|
375.2
|
|
|
|
818.2
|
|
|
Less: sublease income
|
(32.3
|
)
|
|
Total minimum payments required
|
$
|
785.9
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest expense
|
$
|
59.0
|
|
|
$
|
33.1
|
|
|
$
|
157.9
|
|
|
$
|
73.4
|
|
Foreign exchange (gains) losses, net of derivative contracts
(a)
|
2.6
|
|
|
(6.2
|
)
|
|
3.8
|
|
|
(14.9
|
)
|
||||
Interest income
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(2.6
|
)
|
|
(2.8
|
)
|
||||
Total interest expense, net
|
$
|
60.8
|
|
|
$
|
25.1
|
|
|
$
|
159.1
|
|
|
$
|
55.7
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
||||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
1.7
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
16.0
|
|
|
$
|
2.0
|
|
Interest cost
|
0.2
|
|
|
0.8
|
|
|
2.0
|
|
|
0.9
|
|
|
0.4
|
|
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|
2.7
|
|
|
2.2
|
|
||||||||||
Expected return on plan assets
|
—
|
|
|
(0.6
|
)
|
|
(2.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(0.9
|
)
|
||||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(1.5
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(1.3
|
)
|
||||||||||
Amortization of net loss
|
0.4
|
|
|
0.3
|
|
|
1.1
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.1
|
|
||||||||||
Settlement loss recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Net periodic benefit cost (credit)
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
16.0
|
|
|
$
|
3.2
|
|
|
$
|
(0.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
16.2
|
|
|
$
|
3.1
|
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
||||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
|
$
|
5.1
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
26.0
|
|
|
$
|
6.0
|
|
Interest cost
|
1.5
|
|
|
2.4
|
|
|
4.7
|
|
|
2.7
|
|
|
1.2
|
|
|
1.5
|
|
|
0.2
|
|
|
—
|
|
|
7.6
|
|
|
6.6
|
|
||||||||||
Expected return on plan assets
|
(0.9
|
)
|
|
(1.8
|
)
|
|
(4.4
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
(2.7
|
)
|
||||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
(4.5
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(3.9
|
)
|
||||||||||
Amortization of net loss
|
1.4
|
|
|
0.9
|
|
|
3.3
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
3.3
|
|
||||||||||
Settlement loss recognized
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
||||||||||
Net periodic benefit cost (credit)
|
$
|
17.9
|
|
|
$
|
1.5
|
|
|
$
|
28.4
|
|
|
$
|
9.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
|
$
|
9.3
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||
Benefit obligation
|
$
|
545.9
|
|
|
$
|
15.4
|
|
|
$
|
561.3
|
|
Fair value of plan assets
|
156.2
|
|
|
0.4
|
|
|
156.6
|
|
|||
Funded status
|
$
|
(389.7
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(404.7
|
)
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
|
Total
|
||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Noncurrent liabilities
|
(388.8
|
)
|
|
(15.0
|
)
|
|
(403.8
|
)
|
|||
Funded Status
|
(389.7
|
)
|
|
(15.0
|
)
|
|
(404.7
|
)
|
|||
Net amount recognized
|
$
|
(389.7
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(404.7
|
)
|
|
Pension plans with accumulated benefit obligations in excess of plan assets
|
|
Pension plans with projected benefit obligations in excess of plan assets
|
||||
Projected benefit obligation
|
$
|
545.9
|
|
|
$
|
545.9
|
|
Accumulated benefit obligation
|
479.1
|
|
|
479.1
|
|
||
Fair value of plan assets
|
156.2
|
|
|
156.2
|
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
||
Discount rates
|
1.1
|
%
|
|
1.6
|
%
|
Future compensation growth rates
|
2.5
|
%
|
|
4.2
|
%
|
|
Pension Plans
|
|
Other Post-Employment Benefits
|
||
Discount rates
|
1.1
|
%
|
|
1.6
|
%
|
Future compensation growth rates
|
2.5
|
%
|
|
4.2
|
%
|
Expected long-term rates of return on plan assets
|
4.4
|
%
|
|
6.0
|
%
|
|
Target
|
|
% of Plan Assets
|
||
|
|
|
October 1, 2016
|
||
Equity securities
|
56.3
|
%
|
|
32.9
|
%
|
Fixed income securities
|
35.7
|
%
|
|
20.8
|
%
|
Cash and other investments
|
8.1
|
%
|
|
46.3
|
%
|
Gain (Loss) Recognized in OCI
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange forward contracts
|
$
|
(0.9
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
5.5
|
|
Interest rate swap contracts
|
2.8
|
|
|
(22.1
|
)
|
|
48.1
|
|
|
(19.6
|
)
|
||||
Net investment hedge
|
(9.0
|
)
|
|
(26.1
|
)
|
|
29.1
|
|
|
(17.0
|
)
|
Condensed Consolidated Statements of Operations Classification of Gain (Loss) Reclassified from AOCI/(L)
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange forward contracts:
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
0.5
|
|
|
$
|
1.7
|
|
|
$
|
2.1
|
|
|
$
|
4.5
|
|
Cost of sales
|
(1.5
|
)
|
|
0.3
|
|
|
(1.2
|
)
|
|
0.4
|
|
||||
Interest rate swap contracts:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(1.9
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(4.1
|
)
|
Condensed Consolidated Statements of Operations
Classification of Gain (Loss) Recognized in Operations |
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Selling, general and administrative expenses
|
$
|
(2.3
|
)
|
|
$
|
(0.1
|
)
|
|
(1.9
|
)
|
|
1.2
|
|
Interest expense, net
|
(5.9
|
)
|
|
(39.3
|
)
|
|
4.1
|
|
|
(15.6
|
)
|
||
Other (expense) income, net
(a)
|
(0.1
|
)
|
|
(5.4
|
)
|
|
(0.5
|
)
|
|
(29.6
|
)
|
|
|
|
Gain (Loss) on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||||
|
|
Gain (Loss) on Net Investment Hedges
|
|
Other Foreign Currency Translation Adjustments
|
|
|
|||||||||||||
Balance—July 1, 2016
|
$
|
(28.9
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(164.0
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(239.7
|
)
|
Other comprehensive (loss) income before reclassifications
|
40.7
|
|
|
29.1
|
|
|
(38.1
|
)
|
|
0.4
|
|
|
32.1
|
|
|||||
Net amounts reclassified from AOCI/(L)
|
4.2
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
13.9
|
|
|||||
Net current-period other comprehensive (loss)
income |
44.9
|
|
|
29.1
|
|
|
(38.1
|
)
|
|
10.1
|
|
|
46.0
|
|
|||||
Balance—March 31, 2017
|
$
|
16.0
|
|
|
$
|
26.6
|
|
|
$
|
(202.1
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
(193.7
|
)
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||||
|
|
Loss on Net Investment Hedge
|
|
Foreign Currency Translation Adjustments
|
|
|
|||||||||||||
Balance—July 1, 2015
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(249.3
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(274.0
|
)
|
Other comprehensive (loss) income before reclassifications
|
(14.7
|
)
|
|
(17.0
|
)
|
|
54.5
|
|
|
0.2
|
|
|
23.0
|
|
|||||
Net amounts reclassified from AOCI/(L)
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net current-period other comprehensive (loss)
income |
(14.6
|
)
|
|
(17.0
|
)
|
|
54.5
|
|
|
0.2
|
|
|
23.1
|
|
|||||
Balance—March 31, 2016
|
$
|
(14.7
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(194.8
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(250.9
|
)
|
|
March 31, 2017
|
Historical volatility
|
30.9%
|
Implied volatility
|
32.3%
|
Risk-free rate of return
|
1.94% - 2.22%
|
Dividend yield on Class A Common Stock
|
2.8%
|
Yield on cash
|
4.9%
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net income (loss) attributable to Coty Inc.
|
$
|
(164.2
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
(117.4
|
)
|
|
$
|
187.9
|
|
Weighted-average common shares outstanding—Basic
|
747.3
|
|
|
337.9
|
|
|
607.9
|
|
|
347.8
|
|
||||
Effect of dilutive stock options and Series A Preferred Stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
||||
Effect of restricted stock and RSUs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Weighted-average common shares outstanding—Diluted
|
747.3
|
|
|
337.9
|
|
|
607.9
|
|
|
356.9
|
|
||||
Net income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.22
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.54
|
|
Diluted
|
(0.22
|
)
|
|
(0.08
|
)
|
|
(0.19
|
)
|
|
0.53
|
|
|
|
(a)
|
For the
three and nine months ended March 31, 2017
and the
three months ended March 31, 2016
,
no
outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of common stock were included in the computation of diluted loss per share due to the net loss incurred during the respective periods. For the nine months ended March 31, 2016, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase
3.2 million
options were excluded in the computation of EPS as their inclusion would be anti-dilutive.
|
(b)
|
For the
three and nine months ended March 31, 2017
and the
three months ended March 31, 2016
,
no
RSU were excluded in the computation of diluted loss per share due to the net loss incurred during the period. For the nine months ended March 31, 2016,
0.1 million
RSU were excluded in the computation of diluted loss per share as their inclusion would be anti-dilutive.
|
•
|
strategic plans and annual budgets are prepared using the Adjusted Performance Measures;
|
•
|
senior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and
|
•
|
senior management’s annual compensation is calculated, in part, by using the Adjusted Performance Measures.
|
•
|
Costs related to acquisition activities: We have excluded acquisition-related costs and acquisition accounting impacts such as those related to transaction costs and costs associated with the revaluation of acquired inventory in connection with business combinations because these costs are unique to each transaction. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and the maturities of the businesses being acquired. Also, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of any future acquisitions.
|
•
|
Restructuring and other business realignment costs: We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
|
•
|
Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance. Although we exclude amortization of intangible assets from our non-GAAP expenses, our management believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
|
•
|
Asset impairment charges: We have excluded the impact of asset impairments as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our
|
•
|
Share-based compensation adjustment: We have excluded the impact of the fiscal 2013 accounting modification from liability plan to equity plan accounting for the share-based compensation plans as well as other share-based compensation transactions that are not reflective of the ongoing and planned pattern of recognition for such expense. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained in the respective forms filed with the SEC for a full discussion of the share-based compensation adjustment.
|
•
|
Interest and other (income) expense: We have excluded foreign currency impacts associated with acquisition-related and debt financing related forward contracts as the nature and amount of such charges are not consistent and are significantly impacted by the timing and size of such transactions.
|
•
|
Loss on early extinguishment of debt: We have excluded loss on extinguishment of debt as this represents a non-cash charge, and the amount and frequency of such charges is not consistent and is significantly impacted by the timing and size of debt financing transactions.
|
•
|
Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income. The tax impact of the non-GAAP adjustments are based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred.
|
•
|
the scale of the combined company by evaluating consolidated and segment financial metrics;
|
•
|
the expansion of product offerings by evaluating segment, brand, and geographic performance and the respective strength of the brands;
|
•
|
the evaluation of market share expansion in categories and geographies;
|
•
|
the earnings per share accretion and substantial incremental free cash flow generation providing financial flexibility for us; and
|
•
|
the comparison of actual and projected results, including achievement of projected synergies, post integration; provided that timing for any such comparison will depend on the size and complexity of the acquisition.
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
OPERATING (LOSS) INCOME
|
|
|
|
|
|
|||||
Luxury
|
$
|
60.9
|
|
|
$
|
29.7
|
|
|
>100%
|
|
Consumer Beauty
|
63.0
|
|
|
39.2
|
|
|
61
|
%
|
||
Professional Beauty
|
(18.2
|
)
|
|
12.8
|
|
|
<(100%)
|
|
||
Corporate
|
(298.2
|
)
|
|
(58.7
|
)
|
|
<(100%)
|
|
||
Total
|
(192.5
|
)
|
|
23.0
|
|
|
<(100%)
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported operating (loss) income
|
$
|
(192.5
|
)
|
|
$
|
23.0
|
|
|
<(100%)
|
|
% of Net revenues
|
(9.5
|
%)
|
|
2.4
|
%
|
|
|
|||
Costs related to acquisition activities
|
122.3
|
|
|
42.4
|
|
|
>100%
|
|
||
Amortization Expense
|
102.6
|
|
|
20.9
|
|
|
>100%
|
|
||
Restructuring and other business realignment costs
|
175.9
|
|
|
15.3
|
|
|
>100%
|
|
||
Share-based compensation expense adjustment
|
—
|
|
|
1.0
|
|
|
(100
|
%)
|
||
Total adjustments to reported Operating income
|
400.8
|
|
|
79.6
|
|
|
>100%
|
|
||
Adjusted operating income
|
$
|
208.3
|
|
|
$
|
102.6
|
|
|
>100%
|
|
% of Net revenues
|
10.3
|
%
|
|
10.8
|
%
|
|
|
•
|
We incurred restructuring costs of
$155.8
primarily related to Global Integration Activities, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of
$20.1
primarily related to our Global Integration Activities, Organizational Redesign and certain other programs. Of this amount, $12.0 is included in Selling, general and administrative expenses and $8.1 is included in Cost of sales.
|
•
|
We incurred restructuring costs of
$6.6
primarily related to Organizational Redesign and Acquisition Integration Program costs, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of
$8.7
primarily related to our Organizational Redesign and the 2013 Productivity Program, included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||||||||||
(in millions)
|
(Loss) Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
|
(Loss)Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported loss before income taxes
|
$
|
(252.8
|
)
|
|
$
|
(93.4
|
)
|
|
36.9
|
%
|
|
$
|
(8.7
|
)
|
|
$
|
11.6
|
|
|
(133.3
|
%)
|
Adjustments to reported Operating income
(a) (b)
|
400.8
|
|
|
126.3
|
|
|
|
|
79.6
|
|
|
6.5
|
|
|
|
||||||
Adjustments to Interest expense
(b) (c)
|
—
|
|
|
—
|
|
|
|
|
(4.6
|
)
|
|
(0.4
|
)
|
|
|
||||||
Other adjustments
(b)(c)
|
—
|
|
|
|
|
|
|
|
6.2
|
|
|
0.5
|
|
|
|
||||||
Adjusted Income before income taxes
|
$
|
148.0
|
|
|
$
|
32.9
|
|
|
22.2
|
%
|
|
$
|
72.5
|
|
|
$
|
18.2
|
|
|
25.1
|
%
|
|
|
(a)
|
See “Reconciliation of Reported Operating Income to Adjusted Operating Income under “Adjusted Operating Income”.
|
(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.
|
(c)
|
See “Reconciliation of Reported Net (Loss) Income Attributable to Coty Inc. to Adjusted Net Income Attributable to Coty Inc.”.
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported net loss attributable to Coty Inc.
|
$
|
(164.2
|
)
|
|
$
|
(26.8
|
)
|
|
<(100%)
|
|
% of Net revenues
|
(8.1
|
%)
|
|
(2.8
|
%)
|
|
|
|||
Adjustments to reported Operating income
(a)
|
400.8
|
|
|
79.6
|
|
|
>100%
|
|
||
Adjustments to Other expense
(b)
|
—
|
|
|
6.2
|
|
|
(100
|
%)
|
||
Adjustments to Interest expense
(c)
|
—
|
|
|
(4.6
|
)
|
|
100
|
%
|
||
Change in tax provision due to adjustments to reported Net income attributable to Coty Inc.
|
(126.3
|
)
|
|
(6.6
|
)
|
|
<(100%)
|
|
||
Adjusted net income attributable to Coty Inc.
|
$
|
110.3
|
|
|
$
|
47.8
|
|
|
>100%
|
|
% of Net revenues
|
5.4
|
%
|
|
5.0
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
747.3
|
|
|
337.9
|
|
|
|
|||
Diluted
|
751.5
|
|
|
346.0
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.15
|
|
|
$
|
0.14
|
|
|
|
|
Diluted
|
0.15
|
|
|
0.14
|
|
|
|
(a)
|
See “Reconciliation of Reported operating income to Adjusted operating income.”
|
(b)
|
In the three months ended March 31, 2016, we incurred losses of $5.4 on foreign currency contracts related to payments for the Brazil Acquisition and expenses of $0.8 related to the purchase of the remaining mandatorily redeemable financial interest in a subsidiary, included in Other (income) expense, net in the Condensed Consolidation Statements of Operations.
|
(c)
|
In the
three months ended March 31, 2016
primarily represents a net gain of $4.6 on the revaluation of intercompany loans used to facilitate payments for the Brazil Acquisition, included in Interest expense, net in the Condensed Consolidated Statements of Operations.
|
|
Nine Months Ended
March 31, |
|
|
||||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
||||||
NET REVENUES
|
|
|
|
|
|
|
|||||
Luxury
|
$
|
1,918.6
|
|
|
|
$
|
1,433.4
|
|
|
34
|
%
|
Consumer Beauty
|
2,562.2
|
|
|
|
1,653.7
|
|
|
55
|
%
|
||
Professional Beauty
|
928.2
|
|
|
|
186.4
|
|
|
>100%
|
|
||
Total
|
$
|
5,409.0
|
|
|
|
$
|
3,273.5
|
|
|
65
|
%
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
OPERATING INCOME (LOSS)
|
|
|
|
|
|
|||||
Luxury
|
$
|
203.6
|
|
|
$
|
206.1
|
|
|
(1
|
%)
|
Consumer Beauty
|
178.6
|
|
|
210.2
|
|
|
(15
|
%)
|
||
Professional Beauty
|
81.5
|
|
|
53.4
|
|
|
53
|
%
|
||
Corporate
|
(622.5
|
)
|
|
(212.6
|
)
|
|
<(100%)
|
|
||
Total
|
(158.8
|
)
|
|
257.1
|
|
|
<(100%)
|
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported Operating (loss) income
|
$
|
(158.8
|
)
|
|
$
|
257.1
|
|
|
<(100%)
|
|
% of Net revenues
|
(2.9
|
)%
|
|
7.9
|
%
|
|
|
|||
Costs related to acquisition activities
|
395.7
|
|
|
107.3
|
|
|
>100%
|
|
||
Amortization Expense
|
219.0
|
|
|
59.0
|
|
|
>100%
|
|
||
Restructuring and other business realignment costs
|
210.9
|
|
|
98.5
|
|
|
>100%
|
|
||
Pension settlement charges
|
15.9
|
|
|
—
|
|
|
N/A
|
|
||
Asset impairment charges
|
—
|
|
|
5.5
|
|
|
(100
|
%)
|
||
Share-based compensation expense adjustment
|
—
|
|
|
1.3
|
|
|
(100
|
%)
|
||
Total adjustments to reported Operating income
|
841.5
|
|
|
271.6
|
|
|
>100%
|
|
||
Adjusted Operating income
|
$
|
682.7
|
|
|
$
|
528.7
|
|
|
29
|
%
|
% of Net revenues
|
12.6
|
%
|
|
16.2
|
%
|
|
|
|
•
|
We incurred restructuring costs of
$179.0
primarily related to the Global Integration Activities, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of
$31.9
primarily related to our Global Integration Activities, Organizational Redesign and certain other programs. Of this amount $20.4 is included in Selling, general and administrative expenses and $11.5 is included in Cost of sales.
|
•
|
We incurred Restructuring costs of $79.3 primarily related to Organizational Redesign, included in the Condensed Consolidated Statements of Operations, which primarily relate to the Acquisition Integration Program and Organizational Redesign.
|
•
|
We incurred business structure realignment costs of $19.2 primarily related to our Organizational Redesign and the 2013 Productivity Program, included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
|
|
Nine Months Ended
March 31, 2017 |
|
Nine Months Ended
March 31, 2016 |
||||||||||||||||||
(in millions)
|
(Loss)Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
|
Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported (Loss) income before income taxes
|
$
|
(318.1
|
)
|
|
$
|
(220.6
|
)
|
|
69.3
|
%
|
|
$
|
167.9
|
|
|
$
|
(42.5
|
)
|
|
(25.3
|
%)
|
Adjustments to reported Operating income
(a)(b)
|
841.5
|
|
|
313.0
|
|
|
|
|
271.6
|
|
|
37.6
|
|
|
|
||||||
Adjustments to Interest expense
(b)(c)
|
1.4
|
|
|
0.6
|
|
|
|
|
(13.1
|
)
|
|
(1.8
|
)
|
|
|
||||||
Other adjustments
(b)(c)
|
—
|
|
|
—
|
|
|
|
|
33.5
|
|
|
4.6
|
|
|
|
||||||
Adjusted Income before income taxes
|
$
|
524.8
|
|
|
$
|
93.0
|
|
|
17.7
|
%
|
|
$
|
459.9
|
|
|
$
|
(2.1
|
)
|
|
(0.5
|
%)
|
|
|
(a)
|
See “Reconciliation of Reported Operating Income to Adjusted Operating Income”.
|
(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.
|
(c)
|
See “Reconciliation of Reported Net (Loss) Income Attributable to Coty Inc. to Adjusted Net Income Attributable to Coty Inc.”.
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
Change %
|
|||||
Reported net (loss) income attributable to Coty Inc.
|
$
|
(117.4
|
)
|
|
$
|
187.9
|
|
|
<(100%)
|
|
% of Net revenues
|
(2.2
|
%)
|
|
5.7
|
%
|
|
|
|||
Adjustments to reported Operating income
(a)
|
841.5
|
|
|
271.6
|
|
|
>100%
|
|
||
Adjustments to Other expense
(b)
|
—
|
|
|
30.4
|
|
|
(100
|
%)
|
||
Loss on early extinguishment of debt
(c)
|
—
|
|
|
3.1
|
|
|
(100
|
%)
|
||
Adjustments to Interest expense
(d)
|
1.4
|
|
|
(13.1
|
)
|
|
(100
|
%)
|
||
Change in tax provision due to adjustments to reported Net income attributable to Coty Inc.
|
(313.6
|
)
|
|
(40.4
|
)
|
|
<(100%)
|
|
||
Adjusted net income attributable to Coty Inc.
|
$
|
411.9
|
|
|
$
|
439.5
|
|
|
(6
|
%)
|
% of Net revenues
|
7.6
|
%
|
|
13.4
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
607.9
|
|
|
347.8
|
|
|
|
|||
Diluted
|
613.4
|
|
|
356.9
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.68
|
|
|
$
|
1.26
|
|
|
|
|
Diluted
|
0.67
|
|
|
1.23
|
|
|
|
(a)
|
See “Reconciliation of Operating Income to Adjusted Operating Income” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
(b)
|
In the nine months ended March 31, 2016, we incurred losses of $29.6 on foreign currency contracts related to payments for the Brazil Acquisition and expenses of $0.8 related to the purchase of the remaining mandatorily redeemable financial interest in a subsidiary, included in Other expense (income), net in the Condensed Consolidated Statements of Operations.
|
(c)
|
In the
nine months ended March 31, 2016
, the amount represents the write-off of deferred financing costs in connection with the refinancing of the prior Coty Inc. credit facilities, included in Loss on early extinguishment of debt in the Condensed Consolidated Statements of Operations.
|
(d)
|
The amount in the
nine months ended March 31, 2017
represents a net loss of $1.4 incurred in connection with the Brazil Acquisition and subsequent intercompany loans, included in Interest expense, net in the Condensed Consolidated Statements of Operations. The amount in the
nine months ended March 31, 2016
primarily represents one-time gains of $11.1 on short-term forward contracts to exchange Euros for U.S. Dollars related to the Euro-denominated portion of the Term Loan B Facility and a net losses of $2.0 on the revaluation of intercompany loans including the impact of derivative contracts used to hedge intercompany loans to facilitate payments in connection with the Brazil Acquisition, included in Interest expense, net in the Condensed Consolidated Statements of Operations.
|
|
March 31, 2017
|
|
June 30,
2016 |
||||
Short-term debt
|
$
|
3.4
|
|
|
$
|
19.8
|
|
Galleria Credit Agreement
|
|
|
|
||||
Galleria Revolving Credit Facility due September 2021
|
—
|
|
|
—
|
|
||
Galleria Term Loan A Facility due September 2021
|
944.3
|
|
|
—
|
|
||
Galleria Term Loan B Facility due September 2023
|
1,000.0
|
|
|
—
|
|
||
Coty Credit Agreement
|
|
|
|
||||
Coty Revolving Credit Facility due October 2020
|
825.0
|
|
|
670.0
|
|
||
Coty Term Loan A Facility due October 2020
|
1,806.3
|
|
|
1,883.6
|
|
||
Coty Term Loan A Facility due October 2021
|
962.8
|
|
|
—
|
|
||
Coty Term Loan B Facility due October 2022
|
1,641.6
|
|
|
1,596.0
|
|
||
Other long-term debt and capital lease obligations
|
1.4
|
|
|
0.7
|
|
||
Total debt
|
7,184.8
|
|
|
4,170.1
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(193.0
|
)
|
|
(161.8
|
)
|
||
Total Long-term debt
|
6,991.8
|
|
|
4,008.3
|
|
||
Less: Unamortized debt issuance costs
(a)(b)
|
(71.7
|
)
|
|
(64.6
|
)
|
||
Less: Discount on Long-term debt
|
(10.8
|
)
|
|
(7.3
|
)
|
||
Total Long-term debt, net
|
$
|
6,909.3
|
|
|
$
|
3,936.4
|
|
•
|
the LIBOR of the applicable qualified currency plus the applicable margin; or
|
•
|
ABR plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 5.00:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 5.00:1 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%
|
|
—%
|
Fiscal Year Ending June 30
|
|
||
2017, remaining
|
$
|
40.0
|
|
2018
|
203.2
|
|
|
2019
|
217.5
|
|
|
2020
|
217.5
|
|
|
2021
|
2,445.2
|
|
|
Thereafter
|
4,056.6
|
|
|
Total
|
$
|
7,180.0
|
|
|
Nine Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Condensed Consolidated Statements of Cash Flows Data:
(in millions)
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
706.7
|
|
|
$
|
445.3
|
|
Net cash used in investing activities
|
(1,056.1
|
)
|
|
(1,042.0
|
)
|
||
Net cash provided by financing activities
|
781.1
|
|
|
621.7
|
|
(in millions)
|
Total
|
|
Payments Due in Fiscal
|
|
Thereafter
|
|||||||||||||||||
2017, remaining
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
|||||||||||||
Long-term debt obligations
|
$
|
7,180.0
|
|
|
40.0
|
|
|
203.2
|
|
|
217.5
|
|
|
217.5
|
|
|
2,445.2
|
|
|
$
|
4,056.6
|
|
Interest on long-term debt obligations
(a)
|
1,332.7
|
|
|
45.2
|
|
|
198.2
|
|
|
215.8
|
|
|
232.7
|
|
|
265.5
|
|
|
375.3
|
|
||
Operating lease obligations
|
818.2
|
|
|
32.6
|
|
|
124.0
|
|
|
110.4
|
|
|
94.4
|
|
|
81.6
|
|
|
375.2
|
|
||
License agreements:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Royalty payments
|
723.3
|
|
|
12.4
|
|
|
93.6
|
|
|
99.4
|
|
|
81.4
|
|
|
57.5
|
|
|
379.0
|
|
||
Advertising and promotional spend obligations
|
120.7
|
|
|
6.6
|
|
|
27.6
|
|
|
29.5
|
|
|
31.0
|
|
|
13.0
|
|
|
13.0
|
|
||
Other contractual obligations
(c)
|
280.0
|
|
|
28.1
|
|
|
108.2
|
|
|
51.1
|
|
|
38.7
|
|
|
30.5
|
|
|
23.4
|
|
||
Other long-term obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pension obligations (mandated)
(d)
|
18.5
|
|
|
1.4
|
|
|
4.6
|
|
|
4.4
|
|
|
4.1
|
|
|
4.0
|
|
|
—
|
|
||
Total
|
$
|
10,473.4
|
|
|
166.3
|
|
|
759.4
|
|
|
728.1
|
|
|
699.8
|
|
|
2,897.3
|
|
|
$
|
5,222.5
|
|
|
|
•
|
Revenue Recognition
|
•
|
Goodwill, Other Intangible Assets and Long-Lived Assets
|
•
|
Business Combinations
|
•
|
Inventory
|
•
|
Pension and Other Post-Employment Benefit Costs
|
•
|
Share-Based Compensation
|
•
|
Income Taxes
|
•
|
Redeemable noncontrolling interests
|
•
|
our ability to achieve our global business strategy, compete effectively in the beauty industry and achieve the benefits contemplated by our recent strategic transactions within the expected time frame, including our joint ventures and recent acquisitions;
|
•
|
use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, stock compensation expense, purchase price allocations, the market value of inventory and the fair value of acquired assets and liabilities associated with acquisitions;
|
•
|
managerial, integration, operational, regulatory, legal and financial risks, including management of cash flows, and expenses associated with our strategic transactions and internal reorganizations;
|
•
|
the integration of the P&G Beauty Business with our business, operations, systems, financial data and culture (including the recent exit and anticipated future exits of the Transition Services Agreement) and the ability to realize synergies and other potential benefits within the time frames currently contemplated;
|
•
|
changes in law, regulations and policies that affect our business or products;
|
•
|
our and our brand partners' and licensors' ability to obtain, maintain and protect the intellectual property rights, including trademarks, brand names and other intellectual property used in their respective businesses, products and software, and their abilities to protect their respective reputations and defend claims by third parties for infringement of intellectual property rights;
|
•
|
our ability to implement (and the cost of) the Global Integration Activities, Acquisition Integration Program, the Organizational Redesign restructuring program and the Post-Merger Reorganization as planned and the success of the programs or any anticipated programs in delivering anticipated improvements and efficiencies;
|
•
|
our ability to successfully execute our announced intent to divest and/or discontinue non-core brands and to rationalize wholesale distribution by reducing the amount of product diversion to the value and mass channels;
|
•
|
our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including any relaunched or rebranded products;
|
•
|
risks related to our international operations and joint ventures, including reputational, compliance, regulatory, economic and foreign political risks;
|
•
|
our dependence on certain licenses, entities performing outsourced functions and third-party suppliers, including third party software providers;
|
•
|
administrative, development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts;
|
•
|
global political and/or economic uncertainties or disruptions, including the impact of Brexit and the new U.S. administration;
|
•
|
the number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, and/or litigation;
|
•
|
our ability to manage seasonal variability;
|
•
|
increased competition, consolidation among retailers, shifts in consumers’ preferred distribution channels and other changes in the retail, e-commerce and wholesale environment in which we do business and sell our products;
|
•
|
disruptions in operations, including due to disruptions or consolidation in supply chain, manufacturing rights or information systems, labor disputes and natural disasters;
|
•
|
restrictions imposed on us through our license agreements and credit facilities and changes in the manner in which we finance our debt and future capital needs, including potential acquisitions;
|
•
|
increasing dependency on information technology and our ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades to their respective information technology systems and our failure to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information;
|
•
|
our ability to attract and retain key personnel;
|
•
|
the distribution and sale by third parties of counterfeit and/or gray market versions of our products; and
|
•
|
other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
|
Contribution Agreement, dated as of January 10, 2017, by and among Coty Inc., Coty US Holdings Inc., Foundation, LLC, Younique, LLC, UEV Holdings, LLC, Aspen Cove Holdings, Inc., each of the other unit holders of Younique, LLC, and Derek Maxfield (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 1, 2017).
|
10.1
|
|
|
Coty Inc. Long-Term Incentive Plan, as amended and restated effective as of February 1, 2017.
|
10.2
|
|
|
Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on February 1, 2017.
|
10.3
|
|
|
Amended and Restated Annual Performance Plan, as of February 1, 2017.
|
10.4
|
|
|
Nonqualified Stock Option Award Terms and Conditions under Coty Inc. Long-Term Incentive Plan, as amended February 1, 2017 and April 8, 2013 and effective as of February 1, 2017.
|
10.5
|
|
|
Amended Form of Elite Subscription and Stock Option Agreement.
|
10.6
|
|
|
Subscription Agreement, dated as of February 16, 2017, between Coty Inc. and Sébastien Froidefond.
|
10.7
|
|
|
Side Letter, dated as of March 31, 2017, between Coty Services UK Limited and Sébastien Froidefond.
|
10.8
|
|
|
Subscription Agreement, dated as of March 27, 2017, between Coty Inc. and Lambertus J.H. Becht.
|
21.1
|
|
|
List of significant subsidiaries.
|
31.1
|
|
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a).
|
31.2
|
|
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a).
|
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.
|
101.INS
|
|
*
|
XBRL Instance Document.
|
101.SCH
|
|
*
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
*
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE
|
|
*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
COTY INC.
|
|
|
|
|
|
Date: May 10, 2017
|
|
By:
|
/s/Camillo Pane
|
|
|
|
Name: Camillo Pane
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/Patrice de Talhouët
|
|
|
|
Name: Patrice de Talhouët
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1 Year Coty Chart |
1 Month Coty Chart |
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