About Coty Inc.<\/span><\/b><\/p>\n\nFounded in Paris in 1904, Coty is one of the world\u2019s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in over 120 countries and territories. Coty and our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to protecting the planet. Learn more at coty.com or on LinkedIn and Instagram.<\/p>\n
Forward Looking Statements<\/span><\/b><\/p>\n\nCertain statements in this Earnings Release are \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s 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\u2019s 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), the strategic review of the Company\u2019s consumer beauty business, including its mass color cosmetics business and associated brands and the Company\u2019s distinct Brazil business comprised of local Brazilian brands, and any transactions related thereto, use of proceeds from any transaction and the timing and outcome of the strategic review, expectations and\/or plans with respect to joint ventures, the timing and size of any future distribution related to the Wella distribution rights, the Company\u2019s 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, plans and expectations with respect to licenses and\/or portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), plans for growth in certain categories, 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 magnitude of any “true-up” payments in connection with the Company\u2019s forward repurchase contracts and plans for settlement of such contracts, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company\u2019s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions (including its recent fixed cost reduction plan), 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 expected impact of geopolitical risks including the ongoing war in Ukraine and\/or the armed conflict in the Middle East on its business operations, sales outlook and strategy, expectations regarding the impact of tariffs (including magnitude, scope and timing) and plans to manage such impact, expectations regarding economic recovery in Asia, consumer purchasing trends and the related impact on the Company\u2019s plans for growth in China, the expected impact of global supply chain challenges and\/or inflationary pressures (including as a result of the war in Ukraine and\/or the ongoing war in the Middle East, or due to a change in tariffs or trade policy impacting raw materials) and expectations regarding future service levels and inventory levels, expectations regarding the expanded use of artificial intelligence (“AI”) and advanced analytics in our operations and the timing and impact thereof, and the priorities of senior management. These forward-looking statements are generally identified by words or phrases, such as \u201canticipate\u201d, \u201care going to\u201d, \u201cestimate\u201d, \u201cplan\u201d, \u201cproject\u201d, \u201cexpect\u201d, \u201cbelieve\u201d, \u201cintend\u201d, \u201cforesee\u201d, \u201cforecast\u201d, \u201cwill\u201d, \u201cmay\u201d, \u201cshould\u201d, \u201coutlook\u201d, \u201ccontinue\u201d, \u201ctemporary\u201d, \u201ctarget\u201d, \u201caim\u201d, \u201cpotential\u201d, \u201cgoal\u201d and similar words or phrases. These statements are based on certain assumptions and estimates that we consider reasonable, but are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual events or results (including our financial condition, results of operations, cash flows and prospects) to differ materially from such statements, including risks and uncertainties relating to:<\/p>\n
\n- \nthe Company\u2019s ability to successfully implement its strategic priorities (including leveraging its leadership position and capabilities in global fragrances to fuel strong expansion and continue to grow its footprint and diversification in a limited number of structurally profitable and growing beauty categories and geographic markets at scale), achieve the benefits contemplated by the Company’s strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging), and compete effectively in the beauty industry, in each case within the expected time frame or at all;<\/p>\n<\/li>\n
- \nthe Company\u2019s ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including new products in the Company’s skincare and prestige cosmetics portfolios, any relaunched or rebranded products and the anticipated costs and discounting associated with such relaunches and rebrands, and consumer receptiveness to the Company’s current and future marketing philosophy and consumer engagement activities (including digital marketing and media) and the Company’s ability to effectively manage its production and inventory levels in response to demand;<\/p>\n<\/li>\n
- \nuse of estimates and assumptions in preparing the Company\u2019s financial statements, including with regard to revenue recognition, income taxes (including the expected timing and amount of the release of any tax valuation allowance), the assessment of goodwill, other intangible and long-lived assets for impairments, and the market value of inventory;<\/p>\n<\/li>\n
- \nthe impact of any future impairments;<\/p>\n<\/li>\n
- \nmanagerial, transformational, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with the Company’s transformation agenda, its global business strategies, the integration and management of the Company’s strategic partnerships, the strategic review of its consumer beauty business, and future strategic initiatives, and, in particular, the Company’s ability to manage and execute many initiatives simultaneously including any resulting complexity, employee attrition or diversion of resources;<\/p>\n<\/li>\n
- \nthe timing, costs and impacts of divestitures and the amount and use of proceeds from any such transactions;<\/p>\n<\/li>\n
- \nfuture divestitures and the impact thereof on, and future acquisitions, new licenses and joint ventures and the integration thereof with, our business, operations, systems, financial data and culture and the ability to realize synergies, manage supply chain challenges and other business disruptions, reduce costs (including through the Company\u2019s cash efficiency initiatives), avoid liabilities and realize potential efficiencies and benefits (including through our restructuring initiatives) at the levels and at the costs and within the time frames contemplated or at all;<\/p>\n<\/li>\n
- \nincreased competition, consolidation among retailers, shifts in consumers\u2019 preferred distribution and marketing channels (including to digital and prestige channels), distribution and shelf-space resets or reductions, compression of go-to-market cycles, changes in product and marketing requirements by retailers, reductions in retailer inventory levels and order lead-times or changes in purchasing patterns, impact from public health events on retail revenues, and other changes in the retail, e-commerce and wholesale environment in which the Company does business and sells its products and the Company\u2019s ability to respond to such changes (including its ability to expand its digital, direct-to-consumer and e-commerce capabilities within contemplated timeframes or at all);<\/p>\n<\/li>\n
- \nthe Company and its joint ventures\u2019, business partners\u2019 and licensors\u2019 abilities to obtain, maintain and protect the intellectual property used in its and their respective businesses, protect its and their respective reputations (including those of its and their executives or influencers), public goodwill, and defend claims by third parties for infringement of intellectual property rights;<\/p>\n<\/li>\n
- \nany change to the Company\u2019s capital allocation and\/or cash management priorities, including any change in the Company\u2019s dividend policy and any change in our stock repurchase plans;<\/p>\n<\/li>\n
- \nany unanticipated problems, liabilities or integration or other challenges associated with a past or future acquired business, joint ventures or strategic partnerships which could result in increased risk or new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory, compliance or legal matters, and specifically in connection with the Company\u2019s strategic partnerships, risks related to the entry into a new distribution channel, the potential for channel conflict, risks of retaining customers and key employees, difficulties of integration (or the risks associated with limiting integration) and management of the partnerships, the Company\u2019s relationships with its strategic partners, the Company’s ability to protect trademarks and brand names, litigation or investigations by governmental authorities, and changes in law, regulations and policies that affect the business or products of the Company\u2019s strategic partnerships, including risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to the\u2019 business model, revenue, sales force or business of any of the Company\u2019s strategic partnerships;<\/p>\n<\/li>\n
- \nthe Company\u2019s international operations and joint ventures, including enforceability and effectiveness of its joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex local and international regulations;<\/p>\n<\/li>\n
- \nthe Company\u2019s dependence on certain licenses (especially in the fragrance category) and the Company\u2019s ability to renew expiring licenses on favorable terms or at all;<\/p>\n<\/li>\n
- \nthe Company\u2019s dependence on entities performing outsourced functions, including outsourcing of distribution functions, and third-party manufacturers, logistics and supply chain suppliers, and other suppliers, including third-party software providers, web-hosting and e-commerce providers;<\/p>\n<\/li>\n
- \nadministrative, product development and other difficulties in meeting the expected timing of market expansions, product launches, re-launches and marketing efforts, including in connection with new products in the Company’s skincare and prestige cosmetics portfolios;<\/p>\n<\/li>\n
- \nchanges in the demand for the Company\u2019s products due to declining or depressed global or regional economic conditions, and declines in consumer confidence or spending, whether related to the economy (such as austerity measures, tax increases, high fuel costs, or higher unemployment), wars and other hostilities and armed conflicts, natural or other disasters, weather, pandemics, security concerns, terrorist attacks or other factors;<\/p>\n<\/li>\n
- \nglobal political and\/or economic uncertainties, disruptions or major regulatory or policy changes, and\/or the enforcement thereof that affect the Company\u2019s business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, war in the Middle East and any escalation or expansion thereof, the current administration in the U.S. and related changes to regulatory and trade policies, changes in the U.S. tax code and\/or tax regulations in other jurisdictions where the Company operates (including recent and pending implementation of the global minimum corporate tax (part of the \u201cPillar Two Model Rules\u201d) that may impact the Company’s tax liability in the European Union), 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 European Union and Asia and in other regions where the Company operates (and the Company\u2019s ability to manage the impact of such changes), potential regulatory limits on payment terms in the European Union, future changes in sanctions regulations, 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 the Company uses in connection with its digital marketing and e-commerce activities;<\/p>\n<\/li>\n
- \ncurrency exchange rate volatility and currency devaluation and\/or inflation;<\/p>\n<\/li>\n
- \nthe impact of ongoing wars and geo-political uncertainty on capital markets and the related impact on the Company’s ability to refinance outstanding debt at favorable rates;<\/p>\n<\/li>\n
- \nthe Company’s ability to implement and maintain pricing actions to effectively mitigate increased costs and inflationary pressures, and the reaction of customers or consumers to such pricing actions;<\/p>\n<\/li>\n
- \nthe number, type, outcomes (by judgment, order or settlement) and costs of current or future legal, compliance, tax, regulatory or administrative proceedings, investigations and\/or litigation, including product liability cases (including asbestos and talc-related litigation for which indemnities and\/or insurance may not be available), distributor or licensor litigation, and compliance, litigation or investigations relating to the Company’s joint ventures or strategic partnerships;<\/p>\n<\/li>\n
- \nthe Company\u2019s ability to manage seasonal factors and other variability and to anticipate future business trends and needs;<\/p>\n<\/li>\n
- \ndisruptions in the availability and distribution of raw materials and components needed to manufacture the Company’s products, and the Company’s ability to effectively manage its production and inventory levels in response to supply challenges;<\/p>\n<\/li>\n
- \ndisruptions in operations, sales and in other areas, including due to disruptions in our supply chain, restructurings and other business alignment activities, manufacturing or information technology systems, labor disputes, extreme weather and natural disasters, impact from public health events, the outbreak of war or hostilities (including the war in Ukraine and armed conflict in the Middle East and any escalation or expansion thereof), the impact of global supply chain challenges or other disruptions in the international flow of goods (including disruptions arising from the closure of strategic airspaces or critical maritime routes or from changing tariff scenarios), and the impact of such disruptions on the Company\u2019s ability to generate profits, stabilize or grow revenues or cash flows, comply with its contractual obligations and accurately forecast demand and supply needs and\/or future results;<\/p>\n<\/li>\n
- \nthe Company\u2019s ability to adapt its business to address climate change concerns, including through the implementation of new or unproven technologies or processes, and to respond to increasing governmental and regulatory measures relating to environmental, social and governance matters, including expanding mandatory and voluntary reporting, diligence and disclosure, as well as new taxes (including on energy and plastic), new diligence requirements and the impact of such measures or processes on its costs, business operations and strategy;<\/p>\n<\/li>\n
- \nrestrictions imposed on the Company through its license agreements, credit facilities and senior unsecured bonds or other material contracts, its ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with its debt instruments, and changes in the manner in which the Company finances its debt and future capital needs;<\/p>\n<\/li>\n
- \nincreasing dependency on information technology, including as a result of expanded use of AI and advanced analytics in the Company’s operations as well as remote working practices, and the Company\u2019s ability or the ability of any of the third-party service providers the Company uses to support its business, to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, including ransomware attacks, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, and the cost of compliance or the Company\u2019s failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation, the California Consumer Privacy Act and similar state laws, the Brazil General Data Protection Law, and the China Data Security Law and Personal Information Protection Law) or to protect against theft of customer, employee and corporate sensitive information;<\/p>\n<\/li>\n
- \nthe Company\u2019s ability to attract and retain key personnel and the impact of senior management transitions;<\/p>\n<\/li>\n
- \nthe distribution and sale by third parties of counterfeit and\/or gray market versions of the Company\u2019s products;<\/p>\n<\/li>\n
- \nthe impact of the Company\u2019s ongoing strategic transformation agenda and continued process improvements on the Company\u2019s relationships with key customers and suppliers and certain material contracts;<\/p>\n<\/li>\n
- \nthe Company\u2019s relationship with JAB Beauty B.V., as the Company\u2019s majority stockholder, and its affiliates, and any related conflicts of interest or litigation;<\/p>\n<\/li>\n
- \nthe Company\u2019s relationship with KKR, whose affiliates are investors in the Wella Business following the sale of the Company’s remaining stake in Wella, and any related conflicts of interest or litigation, and the timing and terms of any future sale or initial public offering of Wella;<\/p>\n<\/li>\n
- \nfuture sales of a significant number of shares by the Company\u2019s majority stockholder or the perception that such sales could occur; and<\/p>\n<\/li>\n
- \nother factors described elsewhere in this document and in documents that the Company files with the SEC from time to time.<\/p>\n<\/li>\n<\/ul>\n
\nWhen used herein, the term \u201cincludes\u201d and \u201cincluding\u201d means, unless the context otherwise indicates, \u201cincluding without limitation\u201d. More information about potential risks and uncertainties that could affect the Company\u2019s business and financial results is included under the heading \u201cRisk Factors\u201d and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u201d in the Company\u2019s Annual Report on Form 10-K for the year ended June 30, 2025 and other periodic reports the Company has filed and may file with the SEC from time to time.<\/p>\n
\nAll forward-looking statements made in this release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this release, and the Company does not undertake any obligation, other than as may be required by applicable law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.<\/p>\n
\nComparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such, and should only be viewed as historical data.<\/p>\n
Non-GAAP Financial Measures<\/span><\/b><\/p>\n\nTo supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures for Coty Inc. including Adjusted operating income (loss), Adjusted EBITDA, Adjusted net income (loss), and Adjusted net income (loss) attributable to Coty Inc. to common stockholders (collectively, the \u201cAdjusted Performance Measures\u201d). The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies, including companies in the beauty industry, may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.<\/p>\n
\nDespite the limitations of these non-GAAP financial measures, our management uses the Adjusted Performance Measures as key metrics in the evaluation of our performance and annual budgets and to benchmark performance of our business against our competitors. The following are examples of how these Adjusted Performance Measures are utilized by our management:<\/p>\n
\n- \nstrategic plans and annual budgets are prepared using the Adjusted Performance Measures;<\/p>\n<\/li>\n
- \nsenior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and<\/p>\n<\/li>\n
- \nsenior management\u2019s annual compensation is calculated, in part, by using some of the Adjusted Performance Measures.<\/p>\n<\/li>\n<\/ul>\n
\nIn addition, our financial covenant compliance calculations under our debt agreements are substantially derived from these Adjusted Performance Measures.<\/p>\n
\nOur management believes that Adjusted Performance Measures are useful to investors in their assessment of our operating performance and the valuation of the Company. In addition, these non-GAAP financial measures address questions we routinely receive from analysts and investors and, in order to ensure that all investors have access to the same data, our management has determined that it is appropriate to make this data available to all investors. The Adjusted Performance Measures exclude the impact of certain items (as further described below) and provide supplemental information regarding our operating performance. By disclosing these non-GAAP financial measures, our management intends to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We provide disclosure of the effects of these non-GAAP financial measures by presenting the corresponding measure prepared in conformity with GAAP in our financial statements, and by providing a reconciliation to the corresponding GAAP measure so that investors may understand the adjustments made in arriving at the non-GAAP financial measures and use the information to perform their own analyses.<\/p>\n
\nAdjusted operating income\/Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below. For adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. They are primarily incurred to realign our operating structure and integrate new acquisitions, and implement divestitures of components of our business, and fluctuate based on specific facts and circumstances. Additionally, Adjusted net income attributable to Coty Inc. and Adjusted net income attributable to Coty Inc. per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income as such charges are not used by our management in assessing our operating performance period-to-period.<\/p>\n
\nAdjusted Performance Measures reflect adjustments based on the following items:<\/p>\n
\n- \nCosts related to acquisition and divestiture activities: The Company has excluded acquisition- and divestiture-related costs and the 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. Additionally, for divestitures, the Company excludes write-offs of assets that are no longer recoverable and contract related costs due to the divestiture. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and divestitures, and the maturities of the businesses being acquired or divested. Also, the size, complexity and\/or volume of past transactions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and\/or volume of any future acquisitions or divestitures.<\/p>\n<\/li>\n
- \nRestructuring and other business realignment costs: The Company has 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 the non-GAAP financial measures, management is able to further evaluate the Company’s ability to utilize existing assets and estimate their long-term value. Furthermore, 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.<\/p>\n<\/li>\n
- \nAsset impairment charges: The Company has 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 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.<\/p>\n<\/li>\n
- \nAmortization expense: The Company has 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 supplements 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.<\/p>\n<\/li>\n
- \nGain or loss on sale and early license termination: The Company has excluded the impact of gain or loss on sale and early license termination as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale and early license termination.<\/p>\n<\/li>\n
- \nCosts related to market exit: The Company has excluded the impact of direct incremental costs related to our decision to wind down our business operations in Russia. We believe that these direct and incremental costs are inconsistent and infrequent in nature. Consequently, 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.<\/p>\n<\/li>\n
- \nGains on sale of real estate: The Company has excluded the impact of gains on sale of real estate as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale. 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.<\/p>\n<\/li>\n
- \nStock-based compensation: Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of adjusted operating income and adjusted EBITDA. This is due to their primarily non-cash nature; in addition, the amount and timing of these expenses may be highly variable and unpredictable, which may negatively affect comparability between periods.<\/p>\n<\/li>\n
- \nDepreciation and Adjusted depreciation: Our adjusted operating income excludes the impact of accelerated depreciation for certain restructuring projects that affect the expected useful lives of Property, Plant and Equipment, as such charges vary significantly based on the size and timing of the programs. Further, we have excluded adjusted depreciation, which represents depreciation expense net of accelerated depreciation charges, from our adjusted EBITDA. 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.<\/p>\n<\/li>\n
- \nOther (income) expense: The Company has 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 realized and unrealized gains and losses on 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.<\/p>\n<\/li>\n
- \nNoncontrolling interest: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.<\/p>\n<\/li>\n
- \nTax: 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 is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred. Additionally, adjustments are made for the tax impact of any intra-entity transfer of assets and liabilities. Also, in connection with our market exit in Russia, we have adjusted for the release of tax charges previously taken related to certain direct incremental impacts of the decision.<\/p>\n<\/li>\n<\/ul>\n
\nThe Company has provided a quantitative reconciliation of the difference between the non-GAAP financial measures and the financial measures calculated and reported in accordance with GAAP. For a reconciliation of adjusted gross profit to gross profit, adjusted EPS (diluted) to EPS (diluted), and adjusted net revenues to net revenues, see the table entitled \u201cReconciliation of Reported to Adjusted Results for the Consolidated Statements of Operations.\u201d For a reconciliation of adjusted operating income to operating income and adjusted operating income margin to operating income margin, see the tables entitled \u201cReconciliation of Reported Operating Income (Loss) to Adjusted Operating Income\u201d and “Reconciliation of Reported Operating Income (Loss) to Adjusted Operating Income by Segment.” For a reconciliation of adjusted effective tax rate to effective tax rate, see the table entitled \u201cReconciliation of Reported Income (Loss) Before Income Taxes and Effective Tax Rates to Adjusted Income Before Income Taxes and Adjusted Effective Tax Rates.\u201d For a reconciliation of adjusted net income and adjusted net income margin to net income (loss), see the table entitled \u201cReconciliation of Reported Net Income (Loss) to Adjusted Net Income.\u201d<\/p>\n
\nThe Company also presents free cash flow, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), immediate liquidity, Financial Net Debt. Management believes that these measures are useful for investors because it provides them with an important perspective on the cash available for debt repayment and other strategic measures and provides them with the same measures that management uses as the basis for making resource allocation decisions. Free cash flow is defined as net cash provided by operating activities less capital expenditures; adjusted EBITDA is defined as adjusted operating income, excluding adjusted depreciation and non-cash stock-based compensation. Net debt or Financial Net Debt (which the Company referred to as “net debt” in prior reporting periods) is defined as total debt less cash and cash equivalents. For a reconciliation of Free Cash Flow, see the table entitled \u201cReconciliation of Net Cash Provided by Operating Activities to Free Cash Flow,\u201d for adjusted EBITDA, see the table entitled \u201cReconciliation of Adjusted Operating Income to Adjusted EBITDA\u201d and for Financial Net Debt, see the tables entitled \u201cReconciliation of Total Debt to Financial Net Debt.\u201d Further, our immediate liquidity is defined as the sum of available cash and cash equivalents and available borrowings under our Revolving Credit Facility (please see table “Immediate Liquidity”).<\/p>\n
\nWe operate on a global basis, with the majority of our net revenues generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations. Therefore, to supplement financial results presented in accordance with GAAP, certain financial information is presented in \u201cconstant currency\u201d, excluding the impact of foreign currency exchange translations to provide a framework for assessing how our underlying businesses performed excluding the impact of foreign currency exchange translations. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We calculate constant currency information by translating current and prior-period results for entities reporting in currencies other than U.S. dollars into U.S. dollars using prior year foreign currency exchange rates. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different to the functional currency of that entity when exchange rates fluctuate, or for the impacts of hyperinflation. The constant currency information we present may not be comparable to similarly titled measures reported by other companies.<\/p>\n
\nThese non-GAAP measures should not be considered in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP.<\/p>\n
\nTo the extent that the Company provides guidance, it does so only on a non-GAAP basis and does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for restructuring, integration and acquisition-related expenses, amortization expenses, non-cash stock-based compensation, adjustments to inventory, and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.<\/p>\n
\n– Tables Follow –<\/p>\n
\n\n| \n COTY INC. & SUBSIDIARIES<\/b><\/p>\n CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS<\/b><\/p>\n<\/td>\n<\/tr>\n\n | \n | \n | \n\u00a0<\/td>\n<\/tr>\n | \n| \n \n\u00a0<\/p>\n<\/td>\n | \n Three Months Ended March 31,<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n Nine Months Ended March 31,<\/b><\/p>\n<\/td>\n<\/tr>\n\n| \n (in millions, except per share data)<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 2026<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 2025<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 2026<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 2025<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n Net revenues<\/b><\/p>\n<\/td>\n | \n $<\/b><\/p>\n<\/td>\n | \n 1,281.6<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n $<\/b><\/p>\n<\/td>\n | \n 1,299.1<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n $<\/b><\/p>\n<\/td>\n | \n 4,537.4<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n $<\/b><\/p>\n<\/td>\n | \n 4,640.5<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n \nCost of sales<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n489.7<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n466.7<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n1,658.1<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n1,599.3<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n as % of Net revenues<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 38.2<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 35.9<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 36.5<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 34.5<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n<\/tr>\n\n| \n Gross profit<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 791.9<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 832.4<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 2,879.3<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 3,041.2<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n Gross margin<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 61.8<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 64.1<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 63.5<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 65.5<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n<\/tr>\n\n| \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n \nSelling, general and administrative expenses<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n727.0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n777.5<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n2,363.0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n2,382.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n as % of Net revenues<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 56.7<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 59.8<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 52.1<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 51.3<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n<\/tr>\n\n| \n \nAmortization expense<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n74.5<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n45.9<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n187.9<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n141.3<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n \nRestructuring costs<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n(0.4<\/p>\n<\/td>\n | \n \n)<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n76.6<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n4.4<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n78.7<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n \nAsset impairment charges<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n362.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n212.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n362.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n212.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n Operating (loss) income<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (372.0<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (280.4<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (38.8<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 225.6<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n as % of Net revenues<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (29.0<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (21.6<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (0.9<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n 4.9<\/i><\/p>\n<\/td>\n | \n %<\/i><\/p>\n<\/td>\n<\/tr>\n\n| \n \nInterest expense, net<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n33.7<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n47.9<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n121.7<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n164.1<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n \nOther expense, net<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n53.2<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n132.3<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n359.9<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n332.8<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n Loss before income taxes<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (458.9<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (460.6<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (520.4<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (271.3<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n<\/tr>\n\n| \n as % of Net revenues<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (35.8<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (35.5<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (11.5<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (5.8<\/i><\/p>\n<\/td>\n | \n %)<\/i><\/p>\n<\/td>\n<\/tr>\n\n| \n \n(Benefit) provision for income taxes<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n(53.2<\/p>\n<\/td>\n | \n \n)<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n(58.4<\/p>\n<\/td>\n | \n \n)<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n(72.5<\/p>\n<\/td>\n | \n \n)<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n9.6<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n | \n| \n Net loss<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (405.7<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (402.2<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (447.9<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n \n\u00a0<\/p>\n<\/td>\n | \n (280.9<\/b><\/p>\n<\/td>\n | \n )<\/b><\/p>\n<\/td>\n<\/tr>\n\n | | | | | | | | |