[10-Q] COTY INC. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Coty Inc. reported Q1 fiscal 2026 results with net revenues of $1,577.2 million, down from $1,671.5 million a year ago. Operating income was $185.0 million versus $237.8 million. Net income attributable to Coty was $67.9 million, and diluted EPS was $0.07 compared with $0.09. The effective tax rate was 30.9%.
Segment performance diverged: Prestige delivered $1,069.5 million of revenue and $208.9 million of operating income, while Consumer Beauty posted $507.7 million of revenue and an operating loss of $7.7 million. Fragrances represented 70.8% of sales. Cash from operations was $65.2 million, with capital expenditures of $54.0 million.
Balance sheet and financing: Cash and cash equivalents were $264.6 million. Long‑term debt, net, was $4,021.9 million, including $468.9 million drawn on the revolving credit facility. After quarter‑end, the company issued $900.0 million of 5.600% senior notes due 2031, receiving net proceeds of $888.0 million, and redeemed $350.0 million of 2026 dollar notes and €450.0 million of 2026 euro notes. Shares outstanding were 874,617,676 as of October 24, 2025.
Positive
- None.
Negative
- None.
Insights
Refinancing extends maturities as revenue and margins soften.
Coty posted lower sales at
Interest expense, net, improved to
Post‑quarter, Coty issued
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| FOR THE QUARTERLY PERIOD ENDED | ||||||||
| OR | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| FOR THE TRANSITION PERIOD FROM TO | ||||||||
| COMMISSION FILE NUMBER | ||||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(212 ) 389-7300
Registrant’s telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
At October 24, 2025, 874,617,676 shares of the registrant’s Class A Common Stock, $0.01 par value, were outstanding.
COTY INC.
INDEX TO FORM 10-Q
| Page | ||||||||
Part I: | FINANCIAL INFORMATION | |||||||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 1 | ||||||
Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 | 3 | |||||||
Condensed Consolidated Statements of Equity for the three months ended September 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 | 6 | |||||||
Notes to Condensed Consolidated Financial Statements | 8 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 51 | ||||||
Item 4. | Controls and Procedures | 51 | ||||||
Part II: | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 51 | ||||||
Item 1A. | Risk Factors | 51 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51 | ||||||
Item 5. | Other Information | 51 | ||||||
Item 6. | Exhibits | 52 | ||||||
Signatures | 53 | |||||||
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net revenues | $ | $ | |||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| Restructuring costs | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to Coty Inc. | $ | $ | |||||||||||||||||||||
| Amounts attributable to Coty Inc. | |||||||||||||||||||||||
| Net income attributable to Coty Inc. | |||||||||||||||||||||||
| Convertible Series B Preferred Stock dividends | ( | ( | |||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | |||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Earnings per common share - basic | |||||||||||||||||||||||
| Earnings per common share - diluted | |||||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to Condensed Consolidated Financial Statements.
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COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
Net unrealized derivative loss on cash flow hedges, net of taxes of $ | ( | ( | |||||||||||||||||||||
Pension and other post-employment benefits adjustment, net of tax of $ | |||||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Total comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to redeemable noncontrolling interests: | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| Total comprehensive income attributable to redeemable noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Coty Inc. | $ | $ | |||||||||||||||||||||
See notes to Condensed Consolidated Financial Statements.
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COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)
| September 30, 2025 | June 30, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Trade receivables—less allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Equity investment | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Short-term debt and current portion of long-term debt | |||||||||||
| Current operating lease liabilities | |||||||||||
| Income and other taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Pension and other post-employment benefits | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (See Note 17) | |||||||||||
CONVERTIBLE SERIES B PREFERRED STOCK, $ | |||||||||||
| REDEEMABLE NONCONTROLLING INTERESTS | |||||||||||
| EQUITY: | |||||||||||
Preferred Stock, $ | |||||||||||
Class A Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock—at cost, shares: | ( | ( | |||||||||
| Total Coty Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | $ | $ | |||||||||
See notes to Condensed Consolidated Financial Statements.
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COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2025
(In millions, except per share data)
(Unaudited)
| Preferred Stock | Class A Common Stock | Additional Paid-in Capital | (Accumulated Deficit) | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Total Coty Inc. Stockholders’ Equity | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | Convertible Series B Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE—July 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options and restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends Accrued - Convertible Series B Preferred Stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends Paid - Convertible Series B Preferred Stock | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests to redemption value | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interests, net | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE—September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to Condensed Consolidated Financial Statements.
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COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2024
(In millions, except per share data)
(Unaudited)
| Preferred Stock | Class A Common Stock | Additional Paid-in Capital | (Accumulated Deficit) | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Total Coty Inc. Stockholders’ Equity | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | Convertible Series B Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE—July 1, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Investment contribution for share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in dividends accrued | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends Accrued - Convertible Series B Preferred Stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends Paid - Convertible Series B Preferred Stock | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of redeemable noncontrolling interests to redemption value | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interests, net | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE—September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to Condensed Consolidated Financial Statements.
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COTY INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Deferred income taxes | |||||||||||
| Provision for bad debts | |||||||||||
| Provision for pension and other post-employment benefits | |||||||||||
| Share-based compensation | |||||||||||
| Gain on sale of other long-lived assets | ( | ||||||||||
| (Gains)/losses from equity investments, net | ( | ||||||||||
| Foreign exchange effects | ( | ||||||||||
| Losses on forward repurchase contracts, net | |||||||||||
| Other | |||||||||||
| Change in operating assets and liabilities | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Other current liabilities | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Income and other taxes payable | |||||||||||
| Other noncurrent assets | ( | ||||||||||
| Other noncurrent liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of other long-lived assets | |||||||||||
| Payment for acquisition of license agreement | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from revolving loan facilities | |||||||||||
| Repayments of revolving loan facilities | ( | ( | |||||||||
| Dividend payments on Class B Preferred Stock | ( | ( | |||||||||
| Net (payments of) proceeds from foreign currency contracts | ( | ||||||||||
| Payments related to forward repurchase contracts | ( | ( | |||||||||
| Distribution to noncontrolling interests | ( | ||||||||||
| Payment of deferred financing fees | ( | ||||||||||
| All other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period | |||||||||||
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| CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds received | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Accrued capital expenditure additions | $ | $ | |||||||||
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COTY INC. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in millions, except per share data)
(Unaudited)
1. DESCRIPTION OF BUSINESS
Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands.
The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim Condensed Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the Company’s Consolidated Financial Statements as of and for the year ended June 30, 2025. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three months ended September 30, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2026. All dollar amounts (other than per share amounts) in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.
Restricted Cash
Equity Investments
The Company elected the fair value option to account for its investment in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) to align with the Company’s strategy for this investment. The fair value is updated on a quarterly basis. The investment is classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investment using a combination of the income approach, the market approach and private transactions, when applicable. Changes in the fair value of equity investment under the fair value option are recorded in Other expense, net within the Condensed Consolidated Statements of Operations (see Note 6—Equity Investment).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of equity investments, the assessment of goodwill, other intangible assets and long-lived assets for
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impairment and income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the Condensed Consolidated Financial Statements in future periods.
Tax Information
The effective income tax rate for the three months ended September 30, 2025 and 2024 was 30.9 % and 31.7 %, respectively. The decrease in the effective tax rate is primarily attributable to lower limitations on the deductibility of executive stock compensation and interest expense in the current period.
The effective tax rate of 30.9 % for the three months ended September 30, 2025 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense.
The effective tax rate of 31.7 % in the three months ended September 30, 2024 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense.
The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to the Company’s unrealized tax benefits (“UTBs”) and accrued interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes.
As of September 30, 2025 and June 30, 2025, the gross amount of UTBs was $241.8 and $240.8 , respectively. As of September 30, 2025, the total amount of UTBs that, if recognized, would impact the effective income tax rate is $160.9 . As of September 30, 2025 and June 30, 2025, the liability associated with UTBs, including accrued interest and penalties, was $198.9 and $194.3 , respectively, which was recorded in Income and other taxes payable and Other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The total interest and penalties recorded in the Condensed Consolidated Statements of Operations related to UTBs was $1.1 and $3.8 for the three months ended September 30, 2025 and 2024, respectively. The total gross accrued interest and penalties recorded in the Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 was $37.7 and $36.6 , respectively.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The Company adopted the ASU in the first quarter of fiscal 2026 and will include the required disclosures in its Annual Report on Form 10-K for the year ending June 30, 2026. The adoption of this standard did not have any impact on the Company's financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively, retrospectively, or on a modified prospective basis. The ASU will be effective for Coty in the first quarter of fiscal 2029. The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update offers a practical expedient under which entities can elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, which is Coty fiscal 2027, with early adoption permitted. The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.
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3. SEGMENT REPORTING
Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company's CODM in deciding how to allocate resources and assess performance. The Company has designated its Chief Executive Officer ("CEO") as the CODM.
Certain income and shared costs and the results of corporate initiatives are managed by Corporate. Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments. Corporate costs are not used by the CODM to measure the underlying performance of the segments.
With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets, net.
We have identified and presented significant segment expenses, which are included in the table below. The CODM evaluates operating income (loss) to assess segment performance, make operating decisions, and allocate resources amongst the segments by comparing budget to historical actual results.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| SEGMENT DATA | Prestige | Consumer Beauty | Corporate | Total | |||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Advertising and consumer promotion costs | |||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
| Other segment disclosures: | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| SEGMENT DATA | Prestige | Consumer Beauty | Corporate | Total | |||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Advertising and consumer promotion costs | |||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
| Other segment disclosures: | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
Presented below are the percentage of net revenues associated with the Company’s product categories:
| Three Months Ended September 30, | |||||||||||||||||||||||
| PRODUCT CATEGORY | 2025 | 2024 | |||||||||||||||||||||
| Fragrance | % | % | |||||||||||||||||||||
| Color Cosmetics | |||||||||||||||||||||||
| Body Care & Other | |||||||||||||||||||||||
| Skincare | |||||||||||||||||||||||
| Total | % | % | |||||||||||||||||||||
4. RESTRUCTURING COSTS
Restructuring costs for the three months ended September 30, 2025 and 2024 are presented below:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Fixed Cost Reduction Plan | |||||||||||||||||||||||
| Current Restructuring Actions and Other | ( | ||||||||||||||||||||||
| Total Restructuring Actions | $ | ( | $ | ||||||||||||||||||||
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Fixed Cost Reduction Plan
On April 24, 2025, the Company announced a new plan to strengthen its operating model and simplify its fixed cost structure (the “Fixed Cost Reduction Plan”). Total restructuring charges, which consisted of employee severance, have been recorded in Corporate. The related liability balances were $71.0 and $74.1 at September 30, 2025 and June 30, 2025, respectively. The Company currently estimates that the total accrual will result in cash expenditures of approximately $27.6 , $40.2 , and $3.2 in fiscal 2026, 2027 and thereafter, respectively.
Current Restructuring Actions and Other
The Company continues to analyze its cost structure and evaluate opportunities to streamline operations through a range of smaller initiatives and other cost reduction activities to optimize operations in select businesses. The liability, which consisted primarily of employee severance, balances were $28.1 and $30.4 at September 30, 2025 and June 30, 2025 respectively. The Company estimates that the total remaining accrual of $28.1 will result in cash expenditures of approximately $14.5 , $10.3 , and $3.3 in fiscal 2026, 2027 and thereafter, respectively.
5. INVENTORIES
Inventories as of September 30, 2025 and June 30, 2025 are presented below:
| September 30, 2025 | June 30, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
6. EQUITY INVESTMENT
The Company's equity investment, classified as Equity investment in the Condensed Consolidated Balance Sheets, is summarized as follows:
| September 30, 2025 | June 30, 2025 | ||||||||||
| Equity investment at fair value: | |||||||||||
Wella (a) | |||||||||||
| Total equity investment | $ | $ | |||||||||
(a)As of September 30, 2025 and June 30, 2025, the Company's stake in Wella was 25.84
The following table presents summarized financial information of the Company’s equity method investees for the period ending September 30, 2025. Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Summarized Statements of Operations information: | ||||||||||||||||||||||||||
| Net revenues | $ | $ | ||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | |||||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
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The following table summarizes movements in the equity investment with fair value option that is classified within Level 3 for the period ended September 30, 2025. There were no internal movements to or from Level 3 and Level 1 or Level 2 for the period ended September 30, 2025.
| Equity investment at fair value: | |||||
| Balance as of June 30, 2025 | $ | ||||
| Balance as of September 30, 2025 | $ | ||||
Level 3 significant unobservable inputs sensitivity
The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company's investment carried at fair value as of September 30, 2025. Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.
| Fair value | Valuation technique | Unobservable input | Range | ||||||||||||||||||||
| Equity investment at fair value | $ | Discounted cash flows | Discount rate | ||||||||||||||||||||
| Growth rate | |||||||||||||||||||||||
| Market multiple | Revenue multiple | ||||||||||||||||||||||
| EBITDA multiple | |||||||||||||||||||||||
(a)The primary unobservable inputs used in the fair value measurement of the Company's equity investment with fair value option, when using a discounted cash flow method, are the discount rate and revenue growth rate. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. The Company estimates the discount rate based on the investees' projected cost of equity and debt. The revenue growth rate is forecasted for future years by the investee based on their best estimates. Significant increases (decreases) in the revenue growth rate in isolation would result in a significantly higher (lower) fair value measurement.
(b)The primary unobservable inputs used in the fair value measurement of the Company's equity investment with fair value option, when using a market multiple method, are the revenue multiple and EBITDA multiple. Significant increases (decreases) in the revenue multiple or EBITDA multiple in isolation would result in a significantly higher (lower) fair value measurement. The market multiples are derived from a group of guideline public companies.
7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
Goodwill as of September 30, 2025 and June 30, 2025 is presented below:
| Prestige | Consumer Beauty | Total | |||||||||||||||
| Gross balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
| Accumulated impairments | ( | ( | ( | ||||||||||||||
| Net balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
| Changes during the period ended September 30, 2025 | |||||||||||||||||
| Foreign currency translation | |||||||||||||||||
| Gross balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
| Accumulated impairments | ( | ( | ( | ||||||||||||||
| Net balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
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Other Intangible Assets, net
Other intangible assets, net as of September 30, 2025 and June 30, 2025 are presented below:
| September 30, 2025 | June 30, 2025 | ||||||||||
| Indefinite-lived other intangible assets | $ | $ | |||||||||
| Finite-lived other intangible assets, net | |||||||||||
| Total Other intangible assets, net | $ | $ | |||||||||
The changes in the carrying amount of indefinite-lived other intangible assets are presented below:
| Trademarks | Total | ||||||||||
| Gross balance at June 30, 2025 | $ | $ | |||||||||
| Accumulated impairments | ( | ( | |||||||||
| Net balance at June 30, 2025 | $ | $ | |||||||||
| Changes during the period ended September 30, 2025 | |||||||||||
| Foreign currency translation | |||||||||||
| Gross balance at September 30, 2025 | $ | $ | |||||||||
| Accumulated impairments | ( | ( | |||||||||
| Net balance at September 30, 2025 | $ | $ | |||||||||
Intangible assets subject to amortization are presented below:
| Cost | Accumulated Amortization | Accumulated Impairment | Net | ||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||
| License agreements and collaboration agreements | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||
| Trademarks | ( | ( | |||||||||||||||||||||
| Product formulations and technology | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| License agreements and collaboration agreements | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||
| Trademarks | ( | ( | |||||||||||||||||||||
| Product formulations and technology | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | |||||||||||||||||
Amortization expense was $39.3 and $48.1 for the three months ended September 30, 2025 and 2024, respectively.
8. LEASES
The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.
The following chart provides additional information about the Company’s operating leases:
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| Three Months Ended September 30, | |||||||||||||||||||||||
| Lease Cost: | 2025 | 2024 | |||||||||||||||||||||
| Operating lease cost | $ | $ | |||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | |||||||||||||||||||||
| Net lease cost | $ | $ | |||||||||||||||||||||
| Other information: | |||||||||||||||||||||||
| Operating cash outflows from operating leases | $ | ( | $ | ( | |||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | $ | $ | |||||||||||||||||||||
| Weighted-average remaining lease term - real estate | |||||||||||||||||||||||
| Weighted-average discount rate - real estate leases | % | % | |||||||||||||||||||||
Future minimum lease payments for the Company’s operating leases are as follows:
| Fiscal Year Ending June 30, | |||||
| 2026, remaining | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Total present value of lease liabilities | $ | ||||
| Current operating lease liabilities | |||||
| Long-term operating lease liabilities | |||||
| Total operating lease liabilities | $ | ||||
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9. DEBT
The Company’s debt balances consisted of the following as of September 30, 2025 and June 30, 2025, respectively:
| September 30, 2025 | June 30, 2025 | ||||||||||
| Short-term debt | $ | $ | |||||||||
| Senior Secured Notes (a) | |||||||||||
| 2026 Dollar Senior Secured Notes due April 2026 (b) | |||||||||||
| 2026 Euro Senior Secured Notes due April 2026 (b) | |||||||||||
| 2027 Euro Senior Secured Notes due May 2027 | |||||||||||
| 2028 Euro Senior Secured Notes due September 2028 | |||||||||||
| 2029 Dollar Senior Secured Notes due January 2029 | |||||||||||
| 2030 Dollar Senior Secured Notes due July 2030 | |||||||||||
| 2018 Coty Credit Agreement | |||||||||||
| 2023 Coty Revolving Credit Facility due July 2028 | |||||||||||
| Finance lease obligations & other long term debt | |||||||||||
| Total debt | |||||||||||
| Less: Short-term debt and current portion of long-term debt | ( | ( | |||||||||
| Total Long-term debt | |||||||||||
| Less: Unamortized financing fees and discounts on long-term debt | ( | ( | |||||||||
| Total Long-term debt, net | $ | $ | |||||||||
(a) As described further below, a covenant suspension period is in effect for each of the Senior Secured Notes, and in certain cases a collateral release, due to the achievement of investment grade ratings for such notes in September 2024.
Short-Term Debt
The Company maintains short-term lines of credit and other short-term debt with financial institutions around the world. Total short-term debt remained constant at $0.0 3.1 and $3.1 , and bank guarantees of $16.4 and $16.0 as of September 30, 2025 and June 30, 2025, respectively.
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Long-Term Debt
Developments After September 30, 2025
On October 15, 2025, the Company issued an aggregate principal of $900.0 of 5.600 % senior notes due 2031 (the “2031 Senior Notes”) in a private offering. Coty received net proceeds of $888.0 in connection with the offering of the 2031 Senior Notes. The Company used the proceeds from the offering to redeem all of the Company’s 2026 Dollar Secured Notes and a portion of the 2026 Euro Senior Secured Notes (each as defined below).
Senior Secured Notes
On April 21, 2021, the Company issued an aggregate principal amount of $900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes”) in a private offering. Coty received gross proceeds of $900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes. In fiscal 2024 and 2025, the Company redeemed $250.0 and $300.0 , respectively of the 2026 Dollar Senior Secured Notes. On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes.
On June 16, 2021, the Company issued an aggregate principal amount of €700.0 million of 3.875 % senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering. Coty received gross proceeds of €700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes. On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem €450.0 million (approximately $520.0 ) of the 2026 Euro Senior Secured Notes.
On November 30, 2021, the Company issued an aggregate principal amount of $500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes") in a private offering. Coty received gross proceeds of $500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.
On July 26, 2023, the Company issued an aggregate principal amount of $750.0 of 6.625 % senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”) in a private offering. Coty received net proceeds of $740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes.
On September 19, 2023, the Company issued an aggregate principal amount of €500.0 million of 5.750 % senior secured notes due 2028 ("2028 Euro Senior Secured Notes") in a private offering. Coty received net proceeds of €493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes.
On May 30, 2024, the Company issued an aggregate principal amount of €500.0 million of 4.50 % senior secured notes due 2027 ("2027 Euro Senior Secured Notes" and, together with the 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, the “Senior Secured Notes”) in a private offering. Coty received net proceeds of €493.7 million in connection with the offering of the 2027 Euro Senior Secured Notes.
The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described above. The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral. Upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies, the Senior Secured Notes provide for certain collateral release and covenant suspension provisions, as follows:
•for the 2026 Dollar Senior Secured Notes (fully redeemed in October 2025) and the 2026 Euro Senior Secured Notes, the guarantees and certain covenants will be released;
•for the 2027 Euro Senior Secured Notes, the 2028 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security, the guarantees and certain covenants will be released; and
•for the 2029 Dollar Senior Secured Notes, the collateral security relating to the co-issuers and guarantors, the guarantees and certain covenants will be released;
in each case subject to reinstatement if those ratings agencies withdraw their investment grade rating for the respective notes. As of September 2024, each of the Senior Secured Notes achieved an investment grade rating from two ratings agencies, and therefore, the applicable collateral release and covenant suspension periods are in effect for the respective Senior Secured Notes as described above.
For prior debt issuances not disclosed above, please refer to Note 14 — Debt in Coty's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“Fiscal 2025 Form 10-K”).
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Optional Redemption
Applicable Premium
The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, September 15, 2025 for the 2028 Euro Senior Secured Notes, May 15, 2026 for the 2027 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes and July 15, 2026 for the 2030 Dollar Senior Secured Notes (the "Early Redemption Dates").
The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:
(1)1.0
(2)the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes and the 2028 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50
Redemption Pricing
At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100
At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:
| Price | |||||||||||||||||||||||||||||||||||||||||
| For the period beginning | 2026 Dollar Senior Secured Notes | 2026 Euro Senior Secured Notes | 2027 Euro Senior Secured Notes | 2028 Euro Senior Secured Notes | 2029 Dollar Senior Secured Notes | 2030 Dollar Senior Secured Notes | |||||||||||||||||||||||||||||||||||
| Year | April 15, | May 15, | November 15, | September 15 | January 15, | July 15, | |||||||||||||||||||||||||||||||||||
| 2025 | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||||
| 2026 | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
| 2027 | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||||
| 2028 and thereafter | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||
2018 Coty Credit Agreement
On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended most recently in July 2023.
As amended and restated through July 2023, the 2018 Coty Credit Agreement provides for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $1,000.0 denominated in U.S. dollars and (ii) €2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $1,400.0 denominated in U.S. dollars and (ii) €850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of two tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $1,670.0 available in U.S. dollars and certain other currencies and the other in an aggregate principal amount of €300.0 million available in euros, maturing in July 2028 (together, the "Coty Revolving Credit Facility" (and together with the 2018 Coty Term A Facility and the 2018 Coty Term B Facility, the "Coty Credit Facilities"). The July 2023 amendment also (i) provided for a credit spread adjustment of 0.10 % for all interest periods, with respect to
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Secured Overnight Financing Rate ("SOFR") loans, (ii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iii) provided that certain covenants will cease to apply during a collateral release period. As previously disclosed, the Company has repaid all outstanding balances under the 2018 Coty Term A Facility and 2018 Coty Term B Facility and no amounts are outstanding as of September 30, 2025.
The 2018 Coty Credit Agreement, as amended, provides that with respect to the Coty Revolving Credit Facility, up to $150.0 is available for letters of credit and up to $150.0 is available for swing line loans. The 2018 Coty Credit Agreement, as amended, also permits, subject to certain terms and conditions, the incurrence of incremental facilities thereunder in an aggregate amount of (i) $1,700.0 plus (ii) an unlimited amount if the First Lien Net Leverage Ratio (as defined in the 2018 Coty Credit Agreement, as amended), at the time of incurrence of such incremental facilities and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00.
The obligations of the Company under the 2018 Coty Credit Agreement, as amended, are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement, as amended, are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement. The collateral security and certain covenants will be released upon the Company achieving investment grade ratings on its corporate rating from two out of the three ratings agencies, subject to certain additional conditions and subject to reversion if those ratings agencies withdraw their investment grade rating.
Deferred Financing Costs
The Company wrote off unamortized deferred issuance fees and discounts of nil nil
Interest
The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either:
(1)SOFR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or
(2)Alternate base rate (“ABR”) plus the applicable margin.
In the case of the Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:
| Pricing Tier | Total Net Leverage Ratio: | SOFR plus: | Alternative Base Rate Margin: | |||||||||||||||||
| 1.0 | Greater than or equal to | |||||||||||||||||||
| 2.0 | Less than | |||||||||||||||||||
| 3.0 | Less than | |||||||||||||||||||
| 4.0 | Less than | |||||||||||||||||||
| 5.0 | Less than | |||||||||||||||||||
| 6.0 | Less than | |||||||||||||||||||
| Pricing Tier | Debt Ratings (S&P/Fitch/Moody’s): | SOFR plus: | Alternative Base Rate Margin: | |||||||||||||||||
| 5.0 | Less than BB+/Ba1 | |||||||||||||||||||
| 4.0 | BB+/Ba1 | |||||||||||||||||||
| 3.0 | BBB-/Baa3 | |||||||||||||||||||
| 2.0 | BBB/Baa2 | |||||||||||||||||||
| 1.0 | BBB+/Baa1 or higher | |||||||||||||||||||
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Fair Value of Debt
| September 30, 2025 | June 30, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Senior Secured Notes | $ | $ | $ | $ | |||||||||||||||||||
| 2018 Coty Credit Agreement | |||||||||||||||||||||||
The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the liability can be settled at par value. The Company uses the market approach to value its other debt instruments. The Company obtains fair values from independent pricing services or utilizes the U.S. dollar SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.
Debt Maturities Schedule
Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding short-term debt and finance lease obligations as of September 30, 2025, are presented below:
| Fiscal Year Ending June 30, | |||||
| 2026, remaining | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Covenants
The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.
| Quarterly Test Period Ending | Total Net Leverage Ratio (a) | ||||||||||
September 30, 2025 through July 11, 2028 | |||||||||||
(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.
In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above). Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company's Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.
As of September 30, 2025, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.
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10. INTEREST EXPENSE, NET
Interest expense, net for the three months ended September 30, 2025 and 2024, respectively, is presented below:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Interest expense | $ | $ | |||||||||||||||||||||
| Foreign exchange (gains) losses, net of derivative contracts | ( | ||||||||||||||||||||||
| Interest income | ( | ( | |||||||||||||||||||||
| Total interest expense, net | $ | $ | |||||||||||||||||||||
11. EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Condensed Consolidated Statements of Operations are presented below:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension Plans | Other Post- Employment Benefits | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | International | Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of net (gain) loss | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (credit) | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
12. DERIVATIVE INSTRUMENTS
Foreign Exchange Risk
The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.
As of September 30, 2025 and June 30, 2025, the notional amount of the outstanding forward foreign exchange contracts designated as cash flow hedges were $19.1 and $17.3 , respectively.
The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross-currency swaps to hedge intercompany transactions and foreign currency denominated external debt. Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Condensed Consolidated Statements of Operations to which the derivative relates. As of September 30, 2025 and June 30, 2025, the notional amounts of these outstanding non-designated foreign currency forward contracts were $883.5 and $1,102.5 , respectively.
Interest Rate Risk
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In addition, the Company from time to time uses cross-currency swaps to economically lower the interest rate on our loan portfolio. In January and April 2025, the Company entered into cross-currency swap contracts designated as hedges of net investment in a certain foreign subsidiary to effectively reduce the interest rates on the 2030 and 2029 Dollar Senior Secured Notes from 6.625 % and 4.75 % in U.S. dollars to 2.671 % and 1.248 % in Swiss Franc, respectively. The cross-currency swaps will expire upon maturity of the respective debt.
Net Investment Hedge
Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.
In January and April 2025, the Company expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value at inception of $750.0 and ₣676.9 (Swiss Franc) and $250.0 and ₣203.6 million, respectively, maturing in July 2030 and January 2029, respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary.
As of September 30, 2025 and June 30, 2025, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were €1,705.3 million and €1,593.9 million, respectively. All designated hedge amounts were considered highly effective.
Forward Repurchase Contracts
In December 2022 and November 2023, the Company entered into certain forward repurchase contracts to start hedging for potential $196.0 and $294.0 share buyback programs, in 2025 and 2026, respectively. These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other expense, net in the Condensed Consolidated Statements of Operations.
In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year . Refer to Note 13—Equity and Convertible Preferred Stock.
In February 2025, the Company paid $191.1 in Hedge Valuation Adjustments on the forward repurchase contracts. In August 2025, the Company paid $53.9 in Hedge Valuation Adjustments on the forward repurchase contracts. Refer to Note 13—Equity and Convertible Preferred Stock.
Derivative and non-derivative financial instruments which are designated as hedging instruments:
Foreign currency borrowings classified as net investment hedges—The accumulated loss on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $(92.2 ) and $(91.6 ) as of September 30, 2025 and June 30, 2025, respectively.
Cross-currency swap instruments classified as net investment hedges—The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $(117.5 ) and $(113.2 ) as of September 30, 2025 and June 30, 2025, respectively.
Foreign exchange forward contracts classified as cash flow hedges—The accumulated loss on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $(1.2 ) and $(1.1 ) as of September 30, 2025 and June 30, 2025, respectively.
The amount of losses recognized in Other comprehensive income (loss) (“OCI”) in the Condensed Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:
| Loss Recognized in OCI | Three Months Ended September 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | ( | $ | ( | |||||||||||||||||||||||||
| Cross-currency swap contracts | ( | ||||||||||||||||||||||||||||
| Net investment hedges | ( | ( | |||||||||||||||||||||||||||
The accumulated loss on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $(1.2 ) and $(1.1 ) as of September 30, 2025 and June 30, 2025, respectively. The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings within the next twelve months is $(1.2 ). As of September 30, 2025, all of the Company's remaining foreign currency forward contracts designated as hedges were highly effective.
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| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Cost of sales | Interest expense, net | Cost of sales | Interest expense, net | ||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts: | |||||||||||||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI into income | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
| Interest rate swap contracts: | |||||||||||||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI into income | |||||||||||||||||||||||||||||||||||
Derivatives not designated as hedging:
The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below:
| Condensed Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations | Three Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Foreign exchange contracts | Selling, general and administrative expenses | $ | ( | $ | ||||||||||||||||||||||
Foreign exchange contracts(a) | Interest expense, net | |||||||||||||||||||||||||
| Foreign exchange and forward repurchase contracts | Other expense, net | ( | ( | |||||||||||||||||||||||
(a) The losses and gains for these foreign exchange contracts were offset against the gains and losses from revaluation of debt denominated in foreign currency included in Interest expense, net.
13. EQUITY AND CONVERTIBLE PREFERRED STOCK
Common Stock
As of September 30, 2025, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. As of September 30, 2025, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 873.9 million.
The Company's Majority Stockholder
As of September 30, 2025, JAB Beauty B.V. ("JAB"), the Company’s largest stockholder, may be deemed to beneficially own approximately 54 % of Coty’s Class A Common Stock. This is inclusive of all voting interests of Mr. Peter Harf, the Company's Chairman, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr. Harf, including its shares of Convertible Series B Preferred Stock (the "Series B Preferred Stock") on an if converted basis.
Preferred Stock
As of September 30, 2025, total authorized shares of preferred stock are 20.0 million.
Series A Preferred Stock
As of September 30, 2025, there were 1.0 0.01 per share, authorized, issued, and outstanding. Series A Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.
On March 27, 2017, a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H. Becht (“Mr. Becht”), the Company’s former Chairman of the Board. Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance. This exchange right expired on March 27, 2024. The Company has the right to redeem the Series A Preferred Stock (1.0 million shares) at a redemption price of $0.01 per share. The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms.
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Convertible Series B Preferred Stock
In 2020, the Company completed the issuance and sale to KKR Rainbow Aggregator L.P. (“KKR Aggregator”) of 1.0 million shares of Series B Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $1,000 per share. On August 27, 2021, KKR Aggregator and its affiliated investment funds sold 146,057 shares of Series B Preferred Stock, to HFS, that is beneficially owned by Peter Harf, a director of the Company.
As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") has fully redeemed/exchanged all of their Series B Preferred Stock.
Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year. During the three months ended September 30, 2025 and 2024, the Board of Directors declared dividends on the Series B Preferred Stock of $3.3 3.3 3.3
Dividends
On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. No dividends on Common Stock were declared for the period ended September 30, 2025.
The change in dividends accrued recorded to Additional Paid-in Capital ("APIC") in the Condensed Consolidated Balance Sheet as of September 30, 2025 and 2024 was $0.0 and nil , respectively. In addition, the Company made no
Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities are $0.7
Treasury Stock
Share Repurchase Program
Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $500.0 of its Class A Common Stock, and on November 13, 2023, the Board increased the Company's share repurchase authorization by an additional $600.0 (the “Share Repurchase Program”). Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of September 30, 2025, the Company has $796.8 remaining under the Share Repurchase Program.
In December 2022 and November 2023, the Company entered into forward repurchase contracts with three large financial institutions (“Counterparties”) to start hedging for potential $196.0 and $294.0 share buyback programs in 2025 and 2026, respectively. In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year to December 2025 if net cash settlement is elected, or to January 2026 with physical settlement.
As part of the agreements, the Company will pay interest on the outstanding underlying notional amount of the forward repurchase contracts held by the Counterparties during the contract periods. The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread. The weighted average interest rate plus applicable spread for the December 2022 and November 2023 forward repurchase transactions were 6.8 % and 7.2 %, respectively, as of September 30, 2025.
In addition, the forward repurchase contracts include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”). Such Hedge Valuation Adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.
In October 2024, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the November 2023 forward repurchase contracts, which resulted in a cash payment of $61.8 to the Counterparties. In November 2024, the Company entered into agreements with the Counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment, which was effective from October 2024 through February 2025, resulting in a refund of $61.8 from the Counterparties. The amendment did not apply to the December 2022 forward repurchase contracts.
In February 2025, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the forward repurchase contracts, which resulted in a cash payment of $191.1 to the Counterparties. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts.
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In August 2025, the price of Coty's Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the forward repurchase contracts, which resulted in a cash payment of $53.9 to the Counterparties. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts.
Since the forward repurchase contracts permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the forward repurchase contracts initially and subsequently at their fair value, with changes in the fair value recorded in Other expense, net in the Condensed Consolidated Statement of Operations. See Note 12—Derivative Instruments for additional information.
Accumulated Other Comprehensive Income (Loss)
| Foreign Currency Translation Adjustments | |||||||||||||||||||||||||||||
| Loss on Cash Flow Hedges | Loss on Net Investment Hedge | Other Foreign Currency Translation Adjustments | Pension and Other Post-Employment Benefit Plans (a) | Total | |||||||||||||||||||||||||
| Balance—July 1, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Net amounts reclassified from AOCI/(L) | |||||||||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||||||||
| Balance—September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
(a) For the three months ended September 30, 2025, other comprehensive income before reclassifications of nil and net amounts reclassified from AOCI/(L) related to pensions and other post-employment benefit plans included amortization of prior service credits and actuarial losses of $1.2 , net of tax of $2.4 .
| Foreign Currency Translation Adjustments | |||||||||||||||||||||||||||||
| Gain (loss) on Cash Flow Hedges | Loss on Net Investment Hedge | Other Foreign Currency Translation Adjustments | Pension and Other Post-Employment Benefit Plans | Total | |||||||||||||||||||||||||
| Balance—July 1, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Net amounts reclassified from AOCI/(L) | ( | ( | ( | ||||||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||||||||
| Balance—September 30, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||
14. SHARE-BASED COMPENSATION PLANS
Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
Equity plan expense (a) | $ | $ | |||||||||||||||||||||
| Liability plan (income) expense | |||||||||||||||||||||||
| Fringe expense | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | |||||||||||||||||||||
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(a) Equity plan share-based compensation expense was recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity.
As of September 30, 2025, the total unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and performance restricted stock units ("PRSUs") is $0.0 , $91.2 , and $3.3 , respectively. The unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and PRSUs, is expected to be recognized over a weighted-average period of 0.00 , 2.61 , and 1.56 years, respectively.
Restricted Stock Units and Other Share Awards
The Company granted no 13.4 and $13.2 for the three months ended September 30, 2025 and 2024, respectively, of which $6.1 and $5.2 related to Ms. Nabi's award, as described below.
Performance Restricted Stock Units
The Company granted no and 0.1 million shares of PRSUs, respectively, during the three months ended September 30, 2025 and 2024. The Company recognized share-based compensation expense of $1.1 and $3.7 for the three months ended September 30, 2025 and 2024, respectively, of which $0.3 and $1.8 related to Ms. Nabi's award, as described below.
Long-term Equity Program for CEO
Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted its CEO, Sue Nabi, a one-time award of 10,416,667 RSUs and will grant a total of 10,416,665 PRSUs in five equal tranches over the next five years . These two awards will vest periodically over the next seven years in accordance with the terms discussed below.
Ms. Nabi's 10,416,667 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over five years on the following vesting schedule: (i) 15 % on September 1, 2024, (ii) 15 % on September 1, 2025, (iii) 20 % on September 1, 2026, (iv) 20 % on September 1, 2027; and (v) 30 % on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. The Company will recognize approximately $109.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures. The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.
The first and second tranche of Ms. Nabi's PRSU award of 2,083,333 three-year 2,083,333 three-year
In the event that JAB and Ms. Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms. Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms. Nabi in such transaction. The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant. The potential expense attributed to the Reload Options will be recognized when the Reload Options are granted.
Restricted Stock
The Company granted no 0.0 for the three months ended September 30, 2025 and 2024, respectively.
Series A Preferred Stock
The Company granted no 0.0 for the three months ended September 30, 2025 and 2024, respectively.
Non-Qualified Stock Options
The Company granted no 0.0 and nil for the three months ended September 30, 2025 and 2024, respectively.
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15. NET INCOME ATTRIBUTABLE TO COTY INC. PER COMMON SHARE
Reconciliation between the numerators and denominators of the basic and diluted income per share (“EPS”) computations is presented below:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Amounts attributable to Coty Inc.: | |||||||||||||||||||||||
| Net income attributable to Coty Inc. | $ | $ | |||||||||||||||||||||
| Convertible Series B Preferred Stock dividends | ( | ( | |||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | |||||||||||||||||||||
Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Weighted-average common shares outstanding—Basic | |||||||||||||||||||||||
Effect of dilutive stock options and Series A Preferred Stock (a) | |||||||||||||||||||||||
Effect of restricted stock and RSUs (b) | |||||||||||||||||||||||
Effect of Convertible Series B Preferred Stock (c) | |||||||||||||||||||||||
Effect of Forward Repurchase Contracts (d) | |||||||||||||||||||||||
| Weighted-average common shares outstanding—Diluted | |||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Earnings per common share - basic | $ | $ | |||||||||||||||||||||
Earnings per common share - diluted (e) | |||||||||||||||||||||||
(a) For the three months ended September 30, 2025 and 2024, outstanding stock options with rights to purchase 3.4 million and 3.5 million shares, respectively, of Common Stock were anti-dilutive and excluded from the computation of diluted EPS. Series A Preferred Stock had no dilutive effect, as the exchange right expired on March 27, 2024.
(b) For the three months ended September 30, 2025 and 2024, there were 13.3 million and 0.0 anti-dilutive RSUs, respectively, excluded from the computation of Diluted EPS.
(c) For the three months ended September 30, 2025 and 2024, no
(d) For the three months ended September 30, 2025 and 2024, no
(e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the Convertible Series B Preferred Stock, and the Forward Repurchase Contracts. When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts. The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $3.3 , and to reverse the impact of fair market value losses for contracts with the option to settle in shares or cash of $26.5 and $24.6 , respectively, if dilutive, for the three months ended September 30, 2025 and 2024 on net income applicable to common stockholders during the period.
16. REDEEMABLE NONCONTROLLING INTERESTS
Subsidiary in the Middle East
As of September 30, 2025, the noncontrolling interest holder in the Company’s subsidiary in the Middle East had a 25 % ownership share. The Company adjusts the redeemable noncontrolling interests (“RNCI”) to redemption value at the end of each reporting period with changes recognized as adjustments to APIC. The Company recognized $91.4 and $94.2 as the RNCI balances as of September 30, 2025 and June 30, 2025, respectively.
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17. COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (mostly involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products as described below), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”). While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities. However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings. From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties. As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.
Cosmetic Talcum Powder Matters. The Company has been named as a defendant in numerous civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos leading to bodily injury. Most of these actions involve a number of co-defendants and, to date, many such actions have been resolved by settlement or other resolution acceptable to the Company. In each of the previous fiscal years the value of settlements, both individually and in the aggregate, has not been material but, due to the rising number of filed and pending cases against the Company, as well as the evolving litigation landscape, settlement values and other costs associated with these cases are likely to increase in the future. The Company believes that a limited portion of its costs incurred in defending and resolving certain of these claims will be covered by insurance policies issued by several insurance carriers, subject to deductibles, exclusions, retentions and policy limits and in some cases there may be indemnity obligations of third parties. While the Company and its legal counsel intend to continue to defend these cases vigorously, there can be no assurances regarding the ultimate resolution of these matters, individually or collectively. The Company has accrued for such litigation when the likelihood of loss is probable and a reasonable estimate of such loss can be made, and such accruals are not material to the Company’s Condensed Consolidated Financial Statements. However, the range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.
Brazilian Tax Assessments
The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time. Current open tax assessments as of September 30, 2025 are:
| Assessment received | Type of assessment | Type of Tax | Tax period impacted | Estimated amount, including interest and penalties as of September 30, 2025 | |||||||||||||
| Aug-20 | State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered | ICMS | 2017-2019 | R$ | |||||||||||||
| Oct-20 | Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated | IPI | 2016-2017 | R$ | |||||||||||||
| Nov-22 | IPI | 2018-2019 | R$ | ||||||||||||||
| Mar-24 | IPI | 2020 | R$ | ||||||||||||||
| Nov-20 | State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated | ICMS | 2016-2019 | R$ | |||||||||||||
| Jun-21 | State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated | ICMS | 2016-2020 | R$ | |||||||||||||
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(a) During the current quarter, the tax assessment was revised as the case progressed through the Brazilian judicial system. As part of this reassessment, previously applied penalties were excluded in accordance with applicable tax regulations. As a result, the total liability was reduced compared to the prior assessment in the previous fiscal year. | |||||
(b) During the current quarter, the administrative case was decided in Coty's favor and prevailed against the tax authorities' appeal. | |||||
For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive ("the Protege Fee") wherein the Company asserts such fee was not enforceable against Coty due to its prior contractual agreement with the Goiás State. In the second quarter of fiscal 2024, the Company filed appeals to be remitted to the third instance Brazilian Superior Court of Justice and, in the last quarter of fiscal 2024, a judge of the Superior Court of Justice ruled against the Company. The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case, and the court rendered a verdict granting the Company's request to remand the case to the state court of Goiás in the first quarter of the fiscal year. The case is expected to be heard in the second half of the current fiscal year. The Company has been required to provide surety bonds of R$196.6 million (approximately $36.9 ) and cash deposits of R$197.1 million (approximately $37.0 ) as of September 30, 2025, to guarantee payment if the case is resolved against Coty. The cash deposits are included in the Other Noncurrent Assets on the Condensed Consolidated Balance Sheet.
In relation to the judicial case for the Goiás State tax ICMS assessment received in August 2020, an additional case has moved into the judicial court in October 2024, relating to a tax assessment demanding payment of the underlying ICMS taxes due to non-payment of the Protege Fee. The case is running in parallel of the Protege Fee case above. In the third quarter of fiscal 2025, the Goiás State filed a tax enforcement against the Company to collect the ICMS taxes. In response to the enforcement, the Company has filed a motion to stay against the Goiás State seeking the dismissal of the ICMS tax collection and is currently awaiting a decision from the tax authorities. The Company has been required to provide surety bonds of R$446.2 million (approximately $83.8 ) as of September 30, 2025, to guarantee payment if the case is resolved against Coty.
The Minas Gerais State tax ICMS assessment received in November 2020 is currently at the judicial process. The Company has been required to provide surety bonds of R$347.4 million (approximately $65.3 ) as of September 30, 2025, to guarantee payment if the case is resolved against the Company.
All other cases are currently in the administrative process.
The Company expects that cases may move from the administrative to the judicial process in case Coty does not receive a favorable decision at the administrative level, although the exact timing is uncertain. For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude. The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments. The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.
18. RELATED PARTY TRANSACTIONS
Performance Guarantee
In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP. The remaining term of this lease is approximately six years . While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of September 30, 2025, would be approximately $3.1 . The Company has assessed the probability of default by the assignee and has determined it to be remote.
Wella
On December 22, 2021, the Company entered into an agreement with Rainbow UK Bidco Limited (“KKR Bidco”) (an affiliate of funds and/or separately managed accounts advised and/or managed by KKR), related to post-closing adjustments to the purchase consideration for the Coty’s Professional and Retail Hair businesses, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”). In relation to this agreement, the Company recognized a gain of $3.4 in the three months ended September 30, 2025, and $0.9 in the three months ended September 30, 2024, which is reported in Other expense, net in the Condensed Consolidated Statements of Operations.
As of September 30, 2025, Coty owned 25.84 % of Wella as an equity investment and performs certain services to Wella. Refer to Note 6— Equity Investment.
In connection with the sale of the Wella Business, the Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S. and Brazil. Fees earned were $1.6 and $1.4 for the three months ended September 30, 2025 and 2024, respectively. Fees are principally invoiced on a cost plus basis and were included
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in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Condensed Consolidated Statement of Operations.
The Company also entered into an agreement with Wella to provide management, consulting and financial services. The Company earned $0.4 and $0.3 in the three months ended September 30, 2025 and 2024, respectively, which are reflected in Other expense, net in the Condensed Consolidated Statements of Operations.
As of September 30, 2025, accounts receivable from and accounts payable to Wella of $41.5 and $0.4 , respectively, were included in Prepaid expenses and other current assets and Other current liabilities, respectively, in the Company's Condensed Consolidated Balance Sheets. Additionally, as of September 30, 2025, the Company has accrued $35.2 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Condensed Consolidated Balance Sheet.
Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date. For the three months ended September 30, 2025 and 2024, Coty recorded $0.0 and $0.4 , respectively, of share-based compensation expense related to Wella employees, which was presented as part of Other expense, net in the Condensed Consolidated Statements of Operations.
19. SUBSEQUENT EVENTS
On October 15, 2025, the Company issued an aggregate principal of $900.0 of 5.600 % senior notes due 2031 (the “2031 Senior Notes”) in a private offering. Coty received net proceeds of $888.0 in connection with the offering of the 2031 Senior Notes. On October 17, 2025, the Company used proceeds from the offering to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes, and €450.0 million (approximately $520.0 ) of the 2026 Euro Senior Secured Notes. Refer to Note 9 — Debt.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations of Coty Inc. and its consolidated subsidiaries, should be read in conjunction with the information contained in the Condensed Consolidated Financial Statements and related notes included elsewhere in this document, and in our other public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“Fiscal 2025 Form 10-K”). When used in this discussion, the terms “Coty,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Coty Inc. and its majority and wholly-owned subsidiaries. Also, when used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The following report includes certain non-GAAP financial measures. See “Overview—Non-GAAP Financial Measures” for a discussion of non-GAAP financial measures and how they are calculated.
All dollar amounts in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.
More information about potential risks and uncertainties that could affect our business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and other periodic reports we have filed and may file with the SEC from time to time.
Forward-looking Statements
Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), the strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s 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 (including Wella and the timing and size of any related divestiture, distribution or return of capital), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases, investments, 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 our 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’s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions (including our 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 our 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 our 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 armed conflict 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, and the priorities of senior management. These forward-looking statements are generally identified by words or phrases, such as “anticipate”, “are going to”, “estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”, “will”, “may”, “should”, “outlook”, “continue”, “temporary”, “target”, “aim”, “potential”, “goal” 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:
•our ability to successfully implement our strategic priorities (including leveraging our leadership position and capabilities in global fragrances to fuel strong expansion and continue to grow our footprint and diversification in a
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limited number of structurally profitable and growing beauty categories and geographic markets at scale), achieve the benefits contemplated by our 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;
•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 new products in our 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 our current and future marketing philosophy and consumer engagement activities (including digital marketing and media), and our ability to effectively manage our production and inventory levels in response to demand;
•use of estimates and assumptions in preparing our 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, the market value of inventory, and the fair value of the equity investment;
•the impact of any future impairments;
•managerial, transformational, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with our transformation agenda, our global business strategies, the management of our strategic partnerships, the strategic review of our consumer beauty business, and future strategic initiatives, and, in particular, our ability to manage and execute many initiatives simultaneously including any resulting complexity, employee attrition or diversion of resources;
•the timing, costs and impacts of divestitures and the amount and use of proceeds from any such transactions;
•future 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 our 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;
•increased competition, consolidation among retailers, shifts in consumers’ 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 we do business and sell our products and our ability to respond to such changes (including our ability to expand our digital, direct-to-consumer and e-commerce capabilities within contemplated timeframes or at all);
•our and our joint ventures’, business partners’ and licensors’ abilities to obtain, maintain and protect the intellectual property used in our and their respective businesses, protect our and their respective reputations (including those of our and their executives or influencers) and public goodwill, and defend claims by third parties for infringement of intellectual property rights;
•any change to our capital allocation and/or cash management priorities, including any change in our dividend policy and any change in our stock repurchase plans;
•any 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 our 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, our relationships with our strategic partners, our ability to protect trademarks and brand names, litigation, investigations by governmental authorities, and changes in law, regulations and policies that affect the business or products of our strategic partnerships, including the risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to the business model, revenue, sales force or business of any of our strategic partnerships;
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•our international operations and joint ventures, including enforceability and effectiveness of our 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;
•our dependence on certain licenses (especially in the fragrance category) and our ability to renew expiring licenses on favorable terms or at all;
•our 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;
•administrative, 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 our skincare and prestige cosmetics portfolios;
•changes in the demand for our 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;
•global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, armed conflict in the Middle East, the current 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 we operate (including recent and pending implementation of the global minimum corporate tax (part of the “Pillar Two Model Rules”) that may impact our tax liability in the European Union (“EU”)), and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S., the EU, and Asia and in other regions where we operate (and our ability to manage the impact of such changes), potential regulatory limits on payment terms in the EU, 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 we use in connection with our digital marketing and e-commerce activities;
•currency exchange rate volatility and currency devaluation and/or inflation;
•our 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;
•the 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 our joint ventures or strategic partnerships;
•our ability to manage seasonal factors and other variability and to anticipate future business trends and needs;
•disruptions in the availability and distribution of raw materials and components needed to manufacture our products, and our ability to effectively manage our production and inventory levels in response to supply challenges;
•disruptions 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 future tariff scenarios), and the impact of such disruptions on our ability to generate profits, stabilize or grow revenues or cash flows, comply with our contractual obligations and accurately forecast demand and supply needs and/or future results;
•our ability to adapt our 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 our costs, business operations and strategy;
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•restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs;
•increasing dependency on information technology, including as a result of remote working practices, and our ability or the ability of any of the third-party service providers we use to support our 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 our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”), 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;
•our ability to attract and retain key personnel and the impact of senior management transitions;
•the distribution and sale by third parties of counterfeit and/or gray market versions of our products;
•the impact of our ongoing strategic transformation agenda and continued process improvements on our relationships with key customers and suppliers and certain material contracts;
•our relationship with JAB Beauty B.V., as our majority stockholder, and its affiliates, and any related conflicts of interest or litigation;
•our relationship with KKR, whose affiliate KKR Bidco, is an investor in Rainbow JVCO LTD and subsidiaries (together, “Wella” or the “Wella Company”) following the sale of a majority stake in our Professional and Retail Hair business, including the Wella, Clairol, OPI and ghd brands (together, the “Wella Business”), and any related conflicts of interest or litigation;
•future sales of a significant number of shares by our majority stockholder or the perception that such sales could occur; and
•other factors described elsewhere in this document and in documents that we file with the SEC from time to time.
More information about potential risks and uncertainties that could affect our business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and other periodic reports we have filed and may file with the SEC from time to time.
All forward-looking statements made in this document are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this document, and we do 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.
Comparisons 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.
Industry, Ranking and Market Data
Unless otherwise indicated, information contained in this Quarterly Report on Form 10-Q concerning our industry and the markets in which we operate, including our general expectations about our industry, market position, market opportunity and market sizes, is based on data from various sources including internal data and estimates as well as third-party sources widely available to the public, such as independent industry publications, government publications, reports by market research firms or other published independent sources and on our assumptions based on that data and other similar sources. We did not fund and are not otherwise affiliated with the third-party sources that we cite. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions, and such information has not been verified by any independent sources. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we generally believe the market, industry and other information included in this Quarterly Report on Form 10-Q to be the most recently available and to be reliable, such information is inherently imprecise and we have not independently verified any third-party information or verified that more recent information is not available.
Our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2026” refer to the fiscal year ending June 30, 2026. Any reference to a year not preceded by “fiscal” refers to a calendar year.
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OVERVIEW
We are one of the world’s largest beauty companies, with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to protecting the planet. We have sharpened our priorities to capitalize on structural tailwinds in the fragrance market. We are leveraging our leadership in fragrance innovation, licensing, and manufacturing to expand across price points, from mass to ultra-premium and across scenting formats.
Strategic Review and Planned Actions
During the first quarter of fiscal 2026, we announced our plan to more closely integrate mass fragrances within our Prestige business by refocusing on Coty's heritage and core strengths, to drive sustainable profitable growth and accelerate value creation. We have launched a comprehensive strategic review of our Consumer Beauty business which will focus specifically on its mass color cosmetics business and its distinct Brazil business. The review will assess a full range of alternatives including partnerships, divestitures, spin-offs and other potential strategic actions, with the objective of maximizing long-term value and strengthening the balance sheet.
We will continue to implement our plans to unlock material opportunities in ultra-premium fragrances, mists and broader scenting.
During fiscal 2025, we formulated a plan to strengthen our operating model and simplify our fixed cost structure (the “Fixed Cost Reduction Plan”). Cash costs associated with the program include restructuring and business structure realignment costs and are expected to be approximately $80.0, roughly evenly split between fiscal 2026 and fiscal 2027.
Global Economic Landscape and Business Impact
Our products are sold in approximately 123 countries and territories. As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. We remain attentive to economic and geopolitical conditions that may materially impact our business.
Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold. Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S. from our Barcelona plant, and the sourcing of various components and marketing materials from China. In response, we have evaluated more diversified sourcing strategies, strategic pricing adjustments and cost-reduction initiatives to help offset these pressures and protect our profitability. We are optimizing our supply chain to enhance resilience and agility in response to changing tariff environments. We have successfully transitioned mass fragrance production—including key brands such as Adidas, Origen, and Nautica—as well as fragrance mists to our U.S. manufacturing site. Additional transfers of entry-level prestige fragrance products are planned for early in the third quarter of fiscal 2026, further optimizing U.S. capacity.
In the short term, we are accelerating dual sourcing for all entry-level prestige products by leveraging regional input materials, and future launches will be developed with dual production capabilities. We expect that any increases in our cost of goods sold will be balanced with minimal price adjustments to ensure competitiveness. On a longer-term basis, we are evaluating expanded regionalization strategies, including potential additional U.S. investments. We will also continue to collaborate with external partners to strengthen our domestic manufacturing capabilities, supporting our goal of a robust, U.S.-based supply chain.
We currently estimate that our operating results will be impacted by approximately $35.0 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $30.0 is expected to be reflected in our fiscal 2026 operating results, with the remaining amount of approximately $5.0 expected to be reflected in the first quarter of fiscal 2027. In the first three months of fiscal 2026, approximately $5.0 of net tariff costs are reflected in our operating results. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.
Market Trends and Sales Performance
Changing market trends continue to impact sales of our products across and within product categories and geographic regions.
•Fragrances: We believe fragrances will remain a structurally advantageous category, supported by beauty category-leading brand loyalty, strong consumer demand, increasing usage, broader price points and formats, and expanding
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global penetration. In the first three months of fiscal 2026, our fragrance category experienced mid-single digit percentage net revenue decline compared to the previous fiscal year, driven by negative performance from our brands despite growth in the overall fragrance market. With a slate of new launches scheduled for fiscal 2026 and beyond, we believe that our prestige fragrances are strategically positioned to achieve sustained growth and strong momentum across key markets. Within our Consumer Beauty segment, we are planning exciting new fragrance launches, expanding our mass fragrance presence into value segments. By innovating with leading brands and leveraging high-performing digital channels, we believe we are well positioned to build awareness and fuel demand.
•Color Cosmetics: Our net revenues from mass color cosmetics declined by mid-single digits percentage during the same period due to a weakening in market demand for our products, particularly in European markets. Our net revenues from prestige color cosmetics declined by a high-single digits percentage, impacted by negative performance of our brands in the lip subcategory.
•Skin and Body Care: Our skincare portfolio contributed a mid-single digit percentage of our first three months fiscal 2026 net revenue. Competitive pricing actions in Brazil negatively impacted demand for certain of our deodorant brands leading to a low-double digit percentage decline in our body care net revenues during first three months fiscal 2026, despite positive trends in the overall mass body care market. The Consumer Beauty gross margin has benefited from a lower proportion of sales from lower priced Brazilian brands as a result of negative market trends in Brazil impacting volumes in the overall Consumer Beauty business.
•Geographic Regions: Net revenue in the Americas declined by a mid-single digit percentage during first three months fiscal 2026, driven by negative market trends in Brazil and the phasing and trade investment behind new Prestige fragrance launches. Net revenue from EMEA decreased by a mid-single digit percentage due to negative market trends across most European markets. Net revenue in the Asia Pacific region declined by a high-single digit percentage, impacted by a decline in value distribution sales.
While we are starting to see gradual improvements in some trends, we expect that some of the market trends may continue in fiscal 2026.
Financial Outlook
We expect that our reported net revenue for the second quarter of fiscal 2026 will be roughly flat versus the prior year, which includes an estimated low to mid-single digit percentage benefit from foreign exchange. We anticipate that our second quarter fiscal 2026 gross margin will be pressured as a result of lower sales as well as the net impact from tariffs, with some easing in the second half of fiscal 2026 as a result of mitigation efforts. We are re-accelerating our cost reduction efforts to deliver savings of approximately $80.0 in fiscal 2026. We expect that our reported net revenue for the second half of fiscal 2026 will return to growth versus the prior year, supported by major launches across both our Prestige and Consumer Beauty segments and more favorable comparisons.
Non-GAAP Financial Measures
To 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 “Adjusted Performance Measures”). 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.
Despite 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:
•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
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•senior management’s annual compensation is calculated, in part, by using some of the Adjusted Performance Measures.
In addition, our financial covenant compliance calculations under our debt agreements are substantially derived from these Adjusted Performance Measures.
Our 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.
Adjusted 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.
Adjusted Performance Measures reflect adjustments based on the following items:
•Costs related to acquisition and divestiture activities: We have 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, we exclude 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.
•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 supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
•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 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.
•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 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.
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•Gain or loss on sale and early license termination: We have 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.
•Costs related to market exit: We have 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.
•Gains on sale of real estate: We have 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.
•Stock-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.
•Depreciation 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.
•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded the change in fair value of the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
•Noncontrolling 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.
•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 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.
Constant Currency
We 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 “constant currency”, 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. The constant currency information we present may not be comparable to similarly titled measures reported by other companies.
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Basis of Presentation of Acquisitions, Divestitures, Terminations or Market Exit
During the period when we complete an acquisition, divestiture, early license termination, or market exit, the financial results of the current year period are not comparable to the financial results presented in the prior year period. When explaining such changes from period to period and to maintain a consistent basis between periods, we exclude the financial contribution of: (i) the acquired brands or businesses in the current year period until we have twelve months of comparable financial results, and (ii) the divested brands or businesses or early terminated brands or markets exited in the prior year period, to maintain comparable financial results with the current fiscal year period. There are no acquisitions, divestitures, early license terminations, and market exits that would impact the comparability of financial results between periods presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.
THREE MONTHS ENDED SEPTEMBER 30, 2025 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2024
NET REVENUES
In the three months ended September 30, 2025, net revenues decreased 6%, or $94.3, to $1,577.2 from $1,671.5 in the three months ended September 30, 2024, reflecting a decrease in unit volume of 10% (primarily driven by declines from the Consumer Beauty color cosmetics and body care brands), partially offset by positive foreign currency exchange translation impact of 2% (primarily driven by the weakening of the U.S. dollar versus the Euro year over year) and positive price and mix impact of 2% (primarily due to a higher proportion of total sales coming from higher priced Prestige brands). The overall decrease in net revenues reflects declines within fragrances across both our Prestige and Consumer Beauty segments. Within Prestige, fragrance sales declines are primarily due to customers working down high trade inventory levels along with decelerating market trends in most major markets. Within Consumer Beauty, fragrance declines are primarily due to negative performance of our brands and less innovation despite positive market trends across mass price points. The decline can also be attributed to color cosmetics— primarily due to the negative performance of our brands in most European markets and negative market trends in most major markets. Net revenues declined across all regions. Digital and e-commerce channel sales declines also contributed to the decrease in net revenues.
Net Revenues by Segment
| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| NET REVENUES | |||||||||||||||||
| Prestige | $ | 1,069.5 | $ | 1,114.1 | (4) | % | |||||||||||
| Consumer Beauty | 507.7 | 557.4 | (9) | % | |||||||||||||
| Total | $ | 1,577.2 | $ | 1,671.5 | (6) | % | |||||||||||
Prestige
In the three months ended September 30, 2025, net revenues from the Prestige segment decreased 4%, or $44.6 to $1,069.5 compared to $1,114.1 in the three months ended September 30, 2024, reflecting a decrease in unit volume of 7% (primarily driven by declines from several prestige fragrance brands), partially offset by positive foreign currency exchange translation impact of 2% (primarily driven by the weakening of the U.S. dollar versus the Euro year over year) and positive price and mix impact of 1%. The decrease in net revenues primarily reflects:
•Prestige fragrance sales declines of $38.7, primarily due to customers working down high trade inventory levels resulting in negative performance of our brands in most European markets along with decelerating market trends across most major markets leading to declines in sales from Calvin Klein, Chloe, and several other brands. Category net sales declines were also impacted by increased trade investments to support certain launches. The category sales decline was partially offset by strong performance from Gucci as a result of successful innovations including Gucci Flora Gorgeous Gardenia Intense. The category sales was also helped from other innovations including Boss Bottled Beyond and Burberry Goddess Parfum;
•Prestige cosmetic sales declines of $3.8; and
•Prestige skincare sales declines of $2.1.
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Consumer Beauty
In the three months ended September 30, 2025, net revenues from the Consumer Beauty segment decreased 9%, or $49.7, to $507.7 from $557.4 in the three months ended September 30, 2024, reflecting a decrease in unit volume of 10% (primarily driven by negative performance of our brands and decelerating market trends in Brazil), negative price and mix impact of 1%, partially offset by a positive foreign currency exchange translation impact of 2% (primarily driven by the weakening of the U.S. dollar versus the Euro year over year). The decrease in net revenues primarily reflects:
•Color cosmetics sales declines of $18.8, primarily due to poor performance across most European markets and negative market trends in Brazil;
•Mass fragrance sales declines of $18.3, primarily due to negative performance of our brands in Europe and less innovation in the current period;
•Mass bodycare sales declines of $9.3, primarily due to sales volumes declines from Monange and adidas in Brazil due to competitive pricing action in the deodorant market; and
•Mass skincare sales declines of $3.3.
COST OF SALES
In the three months ended September 30, 2025, cost of sales decreased 3%, or $16.5, to $560.4 from $576.9 in the three months ended September 30, 2024. Cost of sales as a percentage of net revenues increased to 35.5% in the three months ended September 30, 2025 from 34.5% in the three months ended September 30, 2024, resulting in a gross margin decrease of approximately 100 basis points, primarily reflecting:
(i)approximately 60 basis points, primarily due to an increase in manufacturing and material costs as a percentage of net revenues; and
(ii)approximately 40 basis points related to an increased freight costs primarily as a result of additional customs duties for finished goods shipped to the United States.
This decrease in gross margin was driven by lower net revenues in the current period—reflecting higher discounts and promotions. Although we achieved improvements in manufacturing efficiency, productivity, and procurement cost optimization, these benefits are offset by the impact of the reduced net revenue base.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
In the three months ended September 30, 2025, selling, general and administrative expenses decreased 2%, or $14.5, to $793.5 from $808.0 in the three months ended September 30, 2024. Selling, general and administrative expenses as a percentage of net revenues increased to 50.3% in the three months ended September 30, 2025 from 48.3% in the three months ended September 30, 2024, or approximately 200 basis points. This increase primarily reflects:
(i)110 basis points due to a increase in administrative costs as a percentage of net revenues;
(ii)110 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues; and
(iii)30 basis points due to an increase in other general expenses as a percentage of net revenues.
These increases were partially offset by the following decreases:
(i)30 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues.
OPERATING INCOME/(LOSS)
In the three months ended September 30, 2025, operating income was $185.0 compared to income of $237.8 in the three months ended September 30, 2024. Operating income margin, decreased to 11.7% in the three months ended September 30, 2025 as compared to operating income margin of 14.2% in the three months ended September 30, 2024. The decrease in operating margin is primarily driven by an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 110 basis points), an increase in cost of goods sold as a percentage of net revenues (approximately 100 basis points), an increase in fixed costs as a percentage of net revenues (approximately 100 basis points), partially offset by a decrease in amortization expense as a percentage of net revenues (approximately 40 basis points). In addition, a greater proportion of total sales came from higher margin Prestige brands in the current period which positively benefited our operating margin.
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Operating Income (Loss) by Segment
| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Prestige | $ | 208.9 | $ | 241.5 | (13) | % | |||||||||||
| Consumer Beauty | (7.7) | 14.0 | <(100%) | ||||||||||||||
| Corporate | (16.2) | (17.7) | 8 | % | |||||||||||||
| Total | $ | 185.0 | $ | 237.8 | (22) | % | |||||||||||
Prestige
In the three months ended September 30, 2025, operating income for Prestige was $208.9 compared to income of $241.5 in the three months ended September 30, 2024. Operating margin decreased to 19.5% of net revenues in the three months ended September 30, 2025 as compared to 21.7% in the three months ended September 30, 2024, driven by an increase in advertising and consumer promotional costs (approximately 170 basis points), an increase in cost of goods sold as a percentage of net revenues (approximately 60 basis points), an increase in fixed costs as a percentage of net revenues (approximately 50 basis points), partially offset by a decrease in amortization expense as a percentage of net revenues (approximately 60 basis points).
Consumer Beauty
In the three months ended September 30, 2025, operating loss for Consumer Beauty was $7.7 compared to income of $14.0 in the three months ended September 30, 2024. Operating loss margin decreased to 1.5% of net revenues in the three months ended September 30, 2025 as compared to operating income margin of 2.5% in the three months ended September 30, 2024, driven by an increase in cost of goods sold as a percentage of net revenues (approximately 240 basis points), an increase in fixed costs as a percentage of net revenues (approximately 150 basis points), an increase in other general expenses (approximately 40 basis points), partially offset by a decrease in advertising and consumer promotional costs (approximately 30 basis points).
Corporate
Corporate primarily includes income and expenses not directly relating to our operating activities. These items are included in Corporate since we consider them to be Corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.
In the three months ended September 30, 2025, the operating loss for Corporate was $16.2 compared to a loss of $17.7 in the three months ended September 30, 2024, as described under “Adjusted Operating Income for Coty Inc.” below. The decrease in the operating loss for Corporate was primarily driven by a $2.5 decrease in stock-based compensation expense, partially offset by a $1.0 increase in restructuring and other business realignment costs.
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Adjusted Operating Income (Loss) by Segment
We believe that adjusted operating income by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income to adjusted operating income is presented below, by segment:
| Three Months Ended September 30, 2025 | |||||||||||||||||
| (in millions) | Reported (GAAP) | Adjustments (a) | Adjusted (Non-GAAP) | ||||||||||||||
| Operating income | |||||||||||||||||
| Prestige | $ | 208.9 | $ | 30.1 | $ | 239.0 | |||||||||||
| Consumer Beauty | (7.7) | 9.2 | 1.5 | ||||||||||||||
| Corporate | (16.2) | 16.2 | — | ||||||||||||||
| Total | $ | 185.0 | $ | 55.5 | $ | 240.5 | |||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||
| (in millions) | Reported (GAAP) | Adjustments (a) | Adjusted (Non-GAAP) | ||||||||||||||
| Operating income | |||||||||||||||||
| Prestige | $ | 241.5 | $ | 38.2 | $ | 279.7 | |||||||||||
| Consumer Beauty | 14.0 | 9.9 | 23.9 | ||||||||||||||
| Corporate | (17.7) | 17.7 | — | ||||||||||||||
| Total | $ | 237.8 | $ | 65.8 | $ | 303.6 | |||||||||||
(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.
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Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.
We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported net income to adjusted operating income and adjusted EBITDA is presented below:
| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| Net income | $ | 74.0 | $ | 90.7 | (18) | % | |||||||||||
| Net income margin | 4.7 | % | 5.4 | % | |||||||||||||
| Provision for income taxes | 33.1 | 42.0 | (21) | % | |||||||||||||
| Income before income taxes | $ | 107.1 | $ | 132.7 | (19) | % | |||||||||||
| Interest expense, net | 46.6 | 61.8 | (25) | % | |||||||||||||
| Other expense, net | 31.3 | 43.3 | (28) | % | |||||||||||||
| Reported operating income | $ | 185.0 | $ | 237.8 | (22) | % | |||||||||||
| Reported operating income margin | 11.7 | % | 14.2 | % | |||||||||||||
| Amortization expense | 39.3 | 48.1 | (18) | % | |||||||||||||
| Restructuring and other business realignment costs | 1.7 | 0.7 | >100% | ||||||||||||||
| Stock-based compensation | 14.5 | 17.0 | (15) | % | |||||||||||||
| Total adjustments to reported operating income | $ | 55.5 | $ | 65.8 | (16) | % | |||||||||||
| Adjusted operating income | $ | 240.5 | $ | 303.6 | (21) | % | |||||||||||
| Adjusted operating income margin | 15.2 | % | 18.2 | % | |||||||||||||
| Adjusted depreciation | 55.6 | 56.5 | (2) | % | |||||||||||||
| Adjusted EBITDA | $ | 296.1 | $ | 360.1 | (18) | % | |||||||||||
| Adjusted EBITDA margin | 18.8 | % | 21.5 | % | |||||||||||||
In the three months ended September 30, 2025, adjusted operating income decreased $63.1 to $240.5 from $303.6 in the three months ended September 30, 2024. Adjusted operating margin decreased to 15.2% of net revenues in the three months ended September 30, 2025 from 18.2% in the three months ended September 30, 2024. In the three months ended September 30, 2025, adjusted EBITDA decreased $64.0 to $296.1 from $360.1 in the three months ended September 30, 2024. Adjusted EBITDA margin decreased to 18.8% of net revenues in the three months ended September 30, 2025 from 21.5% in the three months ended September 30, 2024.
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Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA
Operating Income, Adjusted Operating Income and Adjusted EBITDA - Prestige Segment
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | |||||||||||||||||||||||
| Reported operating income | $ | 208.9 | $ | 241.5 | (13) | % | ||||||||||||||||||||
| Reported operating income margin | 19.5 | % | 21.7 | % | ||||||||||||||||||||||
| Amortization expense | 30.1 | 38.2 | (21) | % | ||||||||||||||||||||||
| Total adjustments to reported operating income | $ | 30.1 | $ | 38.2 | (21) | % | ||||||||||||||||||||
| Adjusted operating income | $ | 239.0 | $ | 279.7 | (15) | % | ||||||||||||||||||||
| Adjusted operating income margin | 22.3 | % | 25.1 | % | ||||||||||||||||||||||
| Adjusted depreciation | 28.6 | 27.9 | 3 | % | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 267.6 | $ | 307.6 | (13) | % | ||||||||||||||||||||
| Adjusted EBITDA margin | 25.0 | % | 27.6 | % | ||||||||||||||||||||||
Operating (Loss) Income, Adjusted Operating Income and Adjusted EBITDA - Consumer Beauty Segment
| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| Reported operating (loss) income | $ | (7.7) | $ | 14.0 | <(100%) | ||||||||||||
| Reported operating (loss) income margin | (1.5) | % | 2.5 | % | |||||||||||||
| Amortization expense | 9.2 | 9.9 | (7) | % | |||||||||||||
| Total adjustments to reported operating (loss) income | $ | 9.2 | $ | 9.9 | (7) | % | |||||||||||
| Adjusted operating income | $ | 1.5 | $ | 23.9 | (94) | % | |||||||||||
| Adjusted operating income margin | 0.3 | % | 4.3 | % | |||||||||||||
| Adjusted depreciation | 27.0 | 28.6 | (6) | % | |||||||||||||
| Adjusted EBITDA | $ | 28.5 | $ | 52.5 | (46) | % | |||||||||||
| Adjusted EBITDA margin | 5.6 | % | 9.4 | % | |||||||||||||
Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Corporate Segment
| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| Reported operating loss | $ | (16.2) | $ | (17.7) | 8 | % | |||||||||||
| Reported operating loss margin | N/A | N/A | |||||||||||||||
| Restructuring and other business realignment costs | 1.7 | 0.7 | >100% | ||||||||||||||
| Stock-based compensation | 14.5 | 17.0 | (15) | % | |||||||||||||
| Total adjustments to reported operating income | $ | 16.2 | $ | 17.7 | (8) | % | |||||||||||
| Adjusted operating loss | $ | — | $ | — | N/A | ||||||||||||
| Adjusted operating income margin | N/A | N/A | |||||||||||||||
| Adjusted depreciation | — | — | N/A | ||||||||||||||
| Adjusted EBITDA | $ | — | $ | — | N/A | ||||||||||||
| Adjusted EBITDA margin | N/A | N/A | |||||||||||||||
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Amortization Expense
In the three months ended September 30, 2025, amortization expense decreased to $39.3 from $48.1 in the three months ended September 30, 2024. The decrease in amortization expense is primarily related to completed amortization term for certain license agreements and the termination of the KKW Collaboration Agreement in the previous fiscal year. In the three months ended September 30, 2025, amortization expense of $30.1 and $9.2 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2024, amortization expense of $38.2 and $9.9 was reported in the Prestige and Consumer Beauty segments, respectively.
Restructuring and Other Business Realignment Costs
We incurred approximately $10.0 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan as of September 30, 2025, which have been recorded in Corporate.
In the three months ended September 30, 2025, we incurred restructuring and other business structure realignment costs of $1.7 as follows:
•We incurred a credit in restructuring costs of $1.0, which is included in the Condensed Consolidated Statements of Operations; and
•We incurred business structure realignment costs of $2.7, which is reported in Selling, general and administrative expenses.
In the three months ended September 30, 2024, we incurred restructuring and other business structure realignment costs of $0.7, primarily related to the Current Restructuring Actions, included in the Condensed Consolidated Statements of Operations.
Stock-Based Compensation
In the three months ended September 30, 2025, stock-based compensation was $14.5 as compared with $17.0 in the three months ended September 30, 2024.
Adjusted Depreciation Expense
In the three months ended September 30, 2025, adjusted depreciation expense of $28.6 and $27.0 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2024, adjusted depreciation expense of $27.9 and $28.6 was reported in the Prestige and Consumer Beauty segments, respectively.
INTEREST EXPENSE, NET
In the three months ended September 30, 2025, net interest expense was $46.6 as compared with $61.8 in the three months ended September 30, 2024. The decrease in interest expense is primarily due to lower average interest rates primarily reflecting positive impact from cross-currency swaps in reducing interest expense, as well as due to gains on foreign exchange forward contracts on the Euro as compared to losses in the prior year.
OTHER EXPENSE
In the three months ended September 30, 2025, other expense was $31.3 as compared with other expense of $43.3 in the three months ended September 30, 2024. The decrease in Other expense of $12.0 is primarily due to lower net losses on forward repurchase contracts of $7.5 compared to the prior year period.
INCOME TAXES
The effective income tax rate for the three months ended September 30, 2025 and 2024 was 30.9% and 31.7%, respectively. The decrease in the effective tax rate was primarily attributable to lower limitations on the deductibility of executive stock compensation and interest expense in the current period.
The effective tax rate of 30.9% for the three months ended September 30, 2025 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense.
The effective tax rate of 31.7% in the three months ended September 30, 2024 was higher than the statutory tax rate of 21% primarily due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense.
The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to the Company’s unrealized tax benefits (“UTBs”) and accrued interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our effective tax rate could fluctuate significantly and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.
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Reconciliation of Reported Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | Income Before Income Taxes | Provision for Income Taxes | Effective Tax Rate | Income Before Income Taxes | Provision for Income Taxes | Effective Tax Rate | |||||||||||||||||||||||||||||||||||
| Reported income before income taxes | $ | 107.1 | $ | 33.1 | 30.9 | % | $ | 132.7 | $ | 42.0 | 31.7 | % | |||||||||||||||||||||||||||||
Adjustments to reported operating income (a) | 55.5 | 65.8 | |||||||||||||||||||||||||||||||||||||||
Change in fair value of investment in Wella Company (c) | (1.0) | — | |||||||||||||||||||||||||||||||||||||||
Other adjustments (d) | — | (0.3) | |||||||||||||||||||||||||||||||||||||||
Total Adjustments (b) | 54.5 | 11.4 | 65.5 | 15.3 | |||||||||||||||||||||||||||||||||||||
| Adjusted income before income taxes | $ | 161.6 | $ | 44.5 | 27.5 | % | $ | 198.2 | $ | 57.3 | 28.9 | % | |||||||||||||||||||||||||||||
(a)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”
(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)The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in the Wella Company.
(d)For the three months ended September 30, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.
The adjusted effective tax rate was 27.5% for the three months ended September 30, 2025 compared to 28.9% for the three months ended September 30, 2024. The difference is primarily due to the loss on forward repurchase contracts having a higher proportional impact in the prior period.
NET INCOME ATTRIBUTABLE TO COTY INC.
Net income attributable to Coty Inc. was $67.9 in the three months ended September 30, 2025 as compared to net income of $82.9 in the three months ended September 30, 2024. The decrease in income was primarily driven by lower gross profit of $77.8, partially offset by lower interest expense of $15.2 in the current period, lower selling, general and administrative expenses of $14.5, lower provision for income taxes of $8.9, lower amortization expense of 8.8, and lower net losses on forward repurchase contracts of $7.5.
We believe that adjusted net income attributable to Coty Inc. provides an enhanced understanding of our performance. See “Overview—Non-GAAP Financial Measures.”
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| Three Months Ended September 30, | |||||||||||||||||
| (in millions) | 2025 | 2024 | Change % | ||||||||||||||
| Net income attributable to Coty Inc. | $ | 67.9 | $ | 82.9 | (18) | % | |||||||||||
Convertible Series B Preferred Stock dividends (a) | (3.3) | (3.3) | — | % | |||||||||||||
| Reported net income attributable to common stockholders | $ | 64.6 | $ | 79.6 | (19) | % | |||||||||||
| % of net revenues | 4.1 | % | 4.8 | % | |||||||||||||
Adjustments to reported operating income (b) | 55.5 | 65.8 | (16) | % | |||||||||||||
Change in fair value of investment in Wella Company (c) | (1.0) | — | N/A | ||||||||||||||
Adjustment to other expense (d) | — | (0.3) | 100 | % | |||||||||||||
Adjustments to noncontrolling interests (e) | (1.7) | (1.7) | — | % | |||||||||||||
| Change in tax provision due to adjustments to reported net income attributable to Coty Inc. | (11.4) | (15.3) | 25 | % | |||||||||||||
| Adjusted net income attributable to Coty Inc. | $ | 106.0 | $ | 128.1 | (17) | % | |||||||||||
| % of net revenues | 6.7 | % | 7.7 | % | |||||||||||||
| Per Share Data | |||||||||||||||||
| Adjusted weighted-average common shares | |||||||||||||||||
| Basic | 872.8 | 867.9 | |||||||||||||||
Diluted (a) | 876.3 | 899.0 | |||||||||||||||
| Adjusted net income attributable to Coty Inc. per common share | |||||||||||||||||
| Basic | $ | 0.12 | $ | 0.15 | |||||||||||||
Diluted (a) | $ | 0.12 | $ | 0.15 | |||||||||||||
(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the three months ended September 30, 2025 and 2024, no dilutive shares of the Forward Repurchase Contracts were included in the computation of adjusted diluted EPS as their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value losses for contracts with the option to settle in shares or cash of $26.5 and $24.6, respectively. For the three months ended September 30, 2025, Convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) was anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $3.3. For the three months ended September 30, 2024, as the Convertible Series B Preferred Stock was dilutive, an adjustment to reverse the impact of the preferred stock dividends of $3.3 was required.
(b)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc."
(c)The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in the Wella Company.
(d)For the three months ended September 30, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.
(e)The amounts represent the after-tax impact of the non-GAAP adjustments included in net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Condensed Consolidated Statements of Operations.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of funds include cash expected to be generated from operations, borrowings from issuance of debt and lines of credit provided by banks and lenders in the U.S. and abroad.
Our cash flows are subject to seasonal variation throughout the year, including demands on cash made during our first fiscal quarter in anticipation of higher global sales during the second fiscal quarter and strong cash generation in the second fiscal quarter as a result of increased demand by retailers associated with the holiday season.
Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments, dividends, share repurchases, any principal payments on debt, and from time to time, acquisitions, and business structure realignment expenditures. Working capital movements are influenced by the sourcing of materials related to the manufacturing of products.
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Cash and working capital management initiatives, including the phasing of vendor and tax payments and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.
We remain focused on deleveraging our balance sheet using cash flows generated from our operations. We continue to take steps to permanently reduce our debt, in order to reduce interest costs and improve our long term profitability and cash flows. Our 25.84% investment in Wella continues to give us the opportunity for further permanent debt reductions when our equity position is divested.
We have substantially completed the exit of our commercial activities in Russia. However, we anticipate that the process related to the liquidation of the Russian legal entity will take an extended period of time. We anticipate that we will incur an immaterial amount of additional costs through the completion of the wind down, and future net cash costs of $1.0 to $1.5, which will be funded by our Russian subsidiary. The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies.
Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold. Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S. from our Barcelona plant, and the sourcing of various components and marketing materials from China. We currently estimate that our operating results will be impacted by approximately $35.0 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $30.0 is expected to be reflected in our fiscal 2026 operating results, with the remaining amount of approximately $5.0 expected to be reflected in the first quarter of fiscal 2027. In the first three months of fiscal 2026, approximately $5.0 of net tariff costs are reflected in our operating results. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.
In fiscal 2025, we announced a plan to strengthen our operating model and simplify our fixed cost structure (the “Fixed Cost Reduction Plan”). Cash costs associated with the program include restructuring and business structure realignment costs and are expected to be approximately $80.0, roughly evenly split between fiscal 2026 and fiscal 2027. We incurred approximately $10.0 of cash costs life-to-date as of September 30, 2025, which have been recorded in Corporate.
Debt Financing
We have been actively taking steps to reduce our leverage and optimize the maturity profile of our debt. As part of these ongoing efforts, we plan to continue pursuing opportunities, which may include refinancing existing debt, issuing new notes, and redeeming or repurchasing outstanding debt with near-term maturities, from time to time as market conditions permit.
On October 15, 2025, we issued an aggregate principal of $900.0 of 5.600% senior notes due 2031 (the “2031 Senior Notes”) in a private offering. We received net proceeds of $888.0 in connection with the offering of the 2031 Senior Notes. On October 17, 2025, we used proceeds from the offering to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes and €450.0 million (approximately $520.0) of the 2026 Euro Senior Secured Notes. Refer to Note 9 — Debt.
We have taken action to reduce variability in our interest payments including paying down variable interest rate debt and issuing fixed rate bonds. While our revolving credit facility, which we draw on from time to time, is subject to variable interest rates, all of our non-revolving credit facility long-term debt outstanding as of September 30, 2025 is fixed rate debt.
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Share Repurchases
In connection with our Share Repurchase Program, we entered into forward repurchase contracts in June 2022, December 2022, and November 2023 with three large financial institutions to hedge for $200.0, and a potential $196.0 and $294.0 of share repurchases in 2024, 2025 and 2026, respectively. We physically settled the June 2022 forward repurchase contracts by delivering approximately $200.0 cash in exchange for 27.0 million shares of our Class A Common Stock during fiscal 2024.
Our remaining forward repurchase contracts permit a net cash settlement alternative in addition to the physical settlement. We may elect net cash settlement of all, or some of the remaining forward repurchase contracts based on factors such as timing, the market value of the underlying shares at the settlement date and other internal cash management considerations. We will continue to incur costs associated with the remaining forward repurchase contracts before settlement. Cash costs incurred in the current fiscal year to date for all forward repurchase contracts amounted to $58.1.
A reduction in the price of Coty’s Class A Common Stock in August 2025 triggered additional payments under our remaining forward repurchase contracts. We paid $53.9 to the counterparties in August 2025. Future reductions in the price of Coty’s Class A Common Stock may trigger additional payments under our remaining forward repurchase contracts. See Footnote 13—Equity for additional information on the Company's forward repurchase contracts.
Factoring of Receivables
From time to time, we supplement the timing of our cash flows through the factoring of trade receivables. In this regard, we have entered into factoring arrangements with financial institutions.
The net amount factored under the factoring facilities was $223.8 and $211.8 as of September 30, 2025 and June 30, 2025, respectively. The aggregate amount of trade receivable invoices factored on a worldwide basis amounted to $366.5 and $393.9 during the three months ended September 30, 2025 and 2024, respectively.
Cash Flows
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Condensed Consolidated Statements of Cash Flows Data: (in millions) | |||||||||||
| Net cash provided by operating activities | $ | 65.2 | $ | 67.4 | |||||||
| Net cash used in investing activities | (53.8) | (77.3) | |||||||||
| Net cash used in financing activities | (7.6) | (10.4) | |||||||||
Net cash provided by operating activities
Net cash provided by operating activities was $65.2 and $67.4 for the three months ended September 30, 2025 and 2024, respectively. The decrease in cash provided by operating activities of $2.2 was primarily driven by lower cash-related net income year-over-year, partially offset by a net inflow from changes in working capital accounts. The net inflow from changes in working capital was mainly due to phasing of payments in Accounts payable and accrued expenses and lower outflows from Trade receivables in the current period.
Net cash used in investing activities
Net cash used in investing activities was $53.8 and $77.3 for the three months ended September 30, 2025 and 2024, respectively. The decrease in cash used in investing activities of $23.5 was primarily driven by lower capital expenditures for computer software-related assets and marketing furniture.
Net cash used in financing activities
Net cash used in financing activities during the three months ended September 30, 2025 and 2024 was $7.6 and $10.4, respectively. The decrease in cash used in financing activities of $2.8 was primarily due to increased net borrowings on the Company's revolving credit facility. However, this was largely offset by cash payments in the first quarter of fiscal 2026 for the Hedge Valuation Adjustments on the Company's forward repurchase contracts, which did not occur in the first quarter of the prior year.
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Dividends
On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. As previously disclosed, we expect to suspend the payment of dividends until we approach a Net debt to Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) target of 2x. We expect to consider any future resumption of dividends in line with that target while continuing to pursue our deleveraging agenda and implementing our strategic initiatives. Any determination to pay dividends in the future will be at the discretion of our Board of Directors.
Dividends on the Convertible Series B Preferred Stock are payable in cash, or by increasing the amount of accrued dividends on Convertible Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. We expect to pay such dividends in cash on a quarterly basis, subject to the declaration thereof by our Board of Directors. The terms of the Convertible Series B Preferred Stock restrict our ability to declare cash dividends on our common stock until all accrued dividends on the Convertible Series B Preferred Stock have been declared and paid in cash.
For additional information on our dividends, see Note 13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.
Treasury Stock - Share Repurchase Program
For information on our Share Repurchase Program, see Note 13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.
Commitments and Contingencies
See Note 16—Redeemable Noncontrolling Interests in the notes to our Condensed Consolidated Financial Statements for information on our subsidiary in the Middle East.
Legal Contingencies
For information on our litigation matters and Brazilian tax assessments, see Note 17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements. In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of R$990.2 million (approximately $186.0) as of September 30, 2025.
Off-Balance Sheet Arrangements
We had undrawn letters of credit of $3.1 and $3.1 and bank guarantees of $16.4 and $16.0 as of September 30, 2025 and June 30, 2025, respectively.
Contractual Obligations
Our principal contractual obligations and commitments as of June 30, 2025 are summarized in Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Obligations and Commitments,” of our Fiscal 2025 Form 10-K. Refer to Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Share Repurchases” above for discussion of the obligations related to our announced share repurchase during fiscal 2024. For the three months ended September 30, 2025, there have been no other material changes in our contractual obligations outside the ordinary course of business.
Critical Accounting Policies
We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our Condensed Consolidated Financial Statements:
•Revenue Recognition;
•Equity Investments;
•Goodwill, Other Intangible Assets and Long-Lived Assets;
•Inventory; and
•Income Taxes.
As of September 30, 2025, there have been no material changes to the items disclosed as critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II—Item 7 of our Fiscal 2025 Form 10-K.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Note 12—Derivative Instruments for updates to our foreign currency risk management and interest rate risk management. There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Fiscal 2025 Form 10-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer (the “CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) of the Exchange Act during the first fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving our objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information on our legal matters, see Note 17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements.
Item 1A. Risk Factors.
We have disclosed information about the risk factors that could adversely affect our business in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
No shares of our Class A Common Stock were repurchased during the fiscal quarter ended September 30, 2025.
Item 5. Other Information
During the three months ended September 30, 2025, none of the Company’s directors or Section 16 reporting officers adopted terminated
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Item 6. Exhibits, Financial Statement Schedules.
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q:
| Exhibit Number | Description | |||||||
10.1 | Indenture, dated as of October 15, 2025, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. LLC and Deutsche Bank Trust Company Americas, as trustee, registrar and paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 15, 2025). | |||||||
10.2 | Form of 5.600% Senior Notes due 2031 (included in Exhibit 10.1) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 15, 2025). | |||||||
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 | Inline XBRL Instance Document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COTY INC. | |||||||||||
| Date: November 5, 2025 | By: | /s/Sue Nabi | |||||||||
| Name: Sue Nabi | |||||||||||
| Title: Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| /s/Laurent Mercier | |||||||||||
| Name: Laurent Mercier | |||||||||||
| Title: Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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FAQ
How did COTY’s revenue and earnings change in Q1 fiscal 2026?
Net revenues were $1,577.2 million vs. $1,671.5 million last year. Diluted EPS was $0.07 vs. $0.09.
What were COTY’s segment results in Q1 fiscal 2026?
Prestige revenue was $1,069.5 million with operating income of $208.9 million. Consumer Beauty revenue was $507.7 million with an operating loss of $7.7 million.
What financing actions did COTY take after quarter-end?
Coty issued $900.0 million of 5.600% notes due 2031 (net proceeds $888.0 million) and redeemed $350.0 million of 2026 USD notes and €450.0 million of 2026 EUR notes.
What was COTY’s net cash from operating activities?
Net cash provided by operating activities was $65.2 million in the quarter.
How much debt and liquidity did COTY report?
Long‑term debt, net, was $4,021.9 million, including $468.9 million drawn on the revolving credit facility. Cash and equivalents were $264.6 million.
What is COTY’s sales mix by product category?
Fragrance 70.8%, Color Cosmetics 21.9%, Body Care & Other 4.4%, Skincare 2.9%.
How many COTY shares were outstanding?
There were 874,617,676 Class A common shares outstanding as of October 24, 2025.
Coty Inc
NYSE:COTY
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COTY Stock Data
3.25B
346.50M
60.67%
37.42%
2.71%
Household & Personal Products
Perfumes, Cosmetics & Other Toilet Preparations
United States
NEW YORK