As of June 30, 2020, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. As of June 30, 2020, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 765.1.

In the fiscal years ended June 30, 2020, 2019, and 2018, the Company issued 1.4, 1.0, and 2.9 million shares of its Class A Common Stock, respectively, and received $2.7, $5.2, and $22.6, in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards. During the fiscal year ended June 30, 2020, the Company granted 2.3 million restricted stock awards to employees. Of the 2.3 million, 0.3 million were withheld for employee taxes and 2.0 million shares of Class A Common Stock were issued. Of the 2.0 million shares, 0.6 million shares vested immediately but are restricted from trading for one year and 1.4 million shares will vest in equal installments over the next three fiscal years.

During the fiscal years ended June 30, 2020, 2019 and 2018, Cottage Holdco B.V. (“Cottage”), a wholly-owned subsidiary of JAB Cosmetics B.V. (“JABC”), and JABC acquired 10.6, 10.8 and 14.9 shares, respectively, of Class A Common Stock in the open market. During the year ended June 30, 2020, JABC acquired 3.3 million shares of Class A Common Stock from the Company’s former CEO and elected to receive 7.3 million shares of Class A Common Stock, under the Company’s dividend reinvestment program. The Company did not receive any proceeds from these stock purchases conducted by Cottage or JABC.

On April 30, 2019, Cottage completed a tender offer transaction (the “Offer”), acquiring 150.0 million of outstanding Class A shares of the Company at a price of $11.65 per share and as a result, became the Company’s majority stockholder. Immediately after completion of this tender offer transaction, Cottage indirectly controlled approximately 60% of Coty’s Class A shares and the Company became a majority-owned subsidiary of Cottage. Both Cottage and the shares of the Company held by JABC are indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V. (“JAB”). The Company did not receive any proceeds from these stock purchases conducted by Cottage.

The Series A and Series A-1 Preferred Stock were issued to executive officers and directors under subscription agreements. Generally, the subscription agreements entitle the holder of the vested Series A or Series A-1 Preferred Stock to exchange the Series A or Series A-1 Preferred Stock into either cash or shares of Class A Common Stock, at the election of the Company, at the exchange value. The exchange value is generally equal to the difference between the 10-day trailing average closing price of a share of Class A Common Stock on the date of exchange and a predetermined hurdle price. The Series A Preferred Stock generally vests on the fifth anniversary of issuance, subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period. The Series A-1 Preferred Stock generally vests on graded vesting terms where 60% of the award granted vests after three years, 20% of the award granted vests after four years and 20% of the award granted vests after five years, subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period. To the extent the Company controls whether such shares will be settled in cash or equity and intends to settle the grant in equity, the grant is treated as an equity grant, otherwise the grant is treated as a liability grant.


Issuance Date	Type	Number of Shares Awarded at Grant Date (millions of shares)	Number of Shares Outstanding (millions of shares)	Hurdle Price per Share
February 16, 2017 ^(a)	Series A	0.5	0.3	$	22.66
March 27, 2017 ^{(a) (b)}	Series A	1.0	1.0	$	22.39
November 16, 2017^(a)	Series A	1.0	0.2	$	19.85

^(b)This grant was sold to 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 may exchange the vested shares after the fifth anniversary of the date of issuance. The Company requires shareholder approval in order to settle the exchange in shares of Class A Common Stock. Therefore, the award is classified as a liability as of June 30, 2020. Income of $1.9 and $0.1 and $1.7 was recorded during fiscal 2020, 2019 and 2018, respectively, and has been included in Selling, general and administrative expense on the Consolidated Statements of Operations.

As of June 30, 2020, total issued and outstanding shares of Series A and Series A-1 Preferred Stock are 1.5 million and nil, respectively. Of the 1.5 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017, 0.3 million shares vest on February 16, 2022 and 0.2 million shares vest on November 16, 2022. As of June 30, 2020, the Company classified nil Series A and Series A-1 Preferred Stock as equity and $0.1 as a liability, inclusive of the related cash bonuses, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

On May 11, 2020, the Company entered into an Investment Agreement with KKR Aggregator (the “Investor”), relating to the issuance and sale by the Company to the Investor of up to 1,000,000 shares of the Company’s new Convertible Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $1,000.0, or $1,000 per share (the “Issuance”). The Issuance was proposed to be issued in two tranches: (i) an initial issuance of 750,000 shares of Series B Preferred Stock (the “Initial Issuance”) and (ii) a subsequent issuance of 250,000 shares of Series B Preferred Stock (the “Second Issuance”), which was subject to the execution and delivery of a definitive purchase agreement between the Company and the Investor or certain of its affiliates in respect of the Wella Business.

On May 26, 2020 (the “Closing Date”), the Company and the Investor completed the issuance and sale of 750,000 shares of the Company’s Series B Preferred Stock for an aggregate purchase price of $750.0. In connection with the issuance of the Series B Preferred Stock, the Company incurred direct and incremental expenses of $40.7, comprised of transaction fees, and financial advisory and legal expenses, which reduced the carrying value of the Series B Preferred Stock. Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0% per year. The Series B Preferred Stock had accrued unpaid dividends of $6.5 as of June 30, 2020. There were no dividends paid in relation to the Series B Preferred Stock in the year ended June 30, 2020.

Dividend Rights and Liquidation Preferences. The Series B Preferred Stock rank senior to our common stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company. The Series B Preferred Stock has a liquidation preference of $1,000 per share, representing an aggregate liquidation preference of $1,000.0 upon issuance. Holders of the Series B Preferred Stock are entitled to the dividend at the rate of 9% per annum, accruing daily and payable quarterly in arrears. The dividend rate will increase by a 1% on the seven-year anniversary of the Closing Date and shall increase by an additional 1% on each subsequent anniversary up to a total of 12%. If the Company does not declare and pay a dividend on the Series B Preferred Stock on any dividend payment date, the dividend rate will increase by 1% per annum until all accrued but unpaid dividends have been paid in full. Dividends will be payable in cash, by increasing the amount of accrued dividends with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. Accrued and unpaid dividends are not payable in shares unless the Series B Preferred Stock is converted to Common Stock.

Conversion Features. The Series B Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock at an initial conversion price of $6.24 per share of Series B Preferred Stock and an initial conversion rate of 160.2564 shares of Common Stock per share of Series B Preferred Stock. At any time after the third anniversary of the closing date, if the volume weighted average price of the Common Stock exceeds $12.48 per share for at least 20 trading dates in any period of 30 consecutive trading days, at the election of the Company, all or any portion of the Series B Preferred Stock will be convertible into the relevant number of shares of Common Stock. As of June 30, 2020, Series B Preferred Stock and Accrued Dividends were convertible into 121,233,944 shares of Common Stock.

Redemption Features. At any time following the fifth anniversary of the Closing Date, the Company may redeem some or all of the Series B Preferred Stock for a per share amount in cash equal to (i) the sum of (x) 100% of the liquidation preference plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 107% if the redemption occurs at any time after the fifth anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date, (B) 105% if the redemption occurs at

Voting rights. Holders of Series B Preferred Stock are entitled to vote with holders of Common Stock on an as-converted basis, subject to the Ownership Limitation as defined in the Investment Agreement. Holders of the Series B Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series B Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or equal in priority with, the Series B Preferred Stock, increases or decreases in the number of authorized shares of Series B Preferred Stock, and issuances of shares of the Series B Preferred Stock.

Change of Control Put. Upon certain change of control events involving the Company holders of Series B Preferred Stock may, at the holder’s election (i) convert their shares of Series B Preferred Stock into Common Stock at the then-current conversion price or (ii) cause the Company to redeem their shares of Series B Preferred Stock in an amount in cash equal to (x) if the change of control occurs on or before the fifth anniversary of the Closing Date, 110% of the sum of the liquidation preference thereof plus any accrued and unpaid dividends and (y) if the change of control occurs on or after the fifth anniversary of the Closing Date, 100% of the Redemption Price, provided that in the case of either clause (i) or (ii) above, if such change of control occurs on or before the fifth anniversary of the Closing Date, the Company will also be required to pay the holders of the Series B Preferred Stock a “make-whole” premium.

During fiscal 2020, prior to the Board’s decision to suspend the payment of dividends, the Company maintained a Stock Dividend Reinvestment Program and had registered a total of 19.3 million shares of Class A Common Stock for purchase under the program. All holders of records of Class A Common Stock had the opportunity to participate in the program; if a holder elected to participate in the program, fifty percent (50%) of their cash dividends were reinvested in additional shares of Class A Common Stock.


Declaration Date	Dividend Type	Dividend Per Share		Holders of Record Date	Dividend Value		Dividend Payment Date	Dividends Settled in Cash		Dividends Settled in Stock^(a)		Dividends Payable ^(b)
Fiscal 2020
August 28, 2019	Quarterly	$	0.125	September 9, 2019	$	95.3	September 30, 2019	$	63.3	$	30.9	$	1.1
November 6, 2019	Quarterly	0.125		November 18, 2019	96.1		December 27, 2019	65.5		29.3		1.3
February 5, 2020	Quarterly	0.125		February 18, 2020	96.3		March 27, 2020	66.4		28.7		1.2
Fiscal 2020		$	0.375		$	287.7		$	195.2	$	88.9	$	3.6

Fiscal 2019
August 21, 2018	Quarterly	$	0.125	August 31, 2018	$	94.6	September 14, 2018	$	93.8	N/A		$	0.8
November 7, 2018	Quarterly	0.125		November 30, 2018	95.1		December 14, 2018	93.9		N/A		1.2
February 8, 2019	Quarterly	0.125		February 28, 2019	95.1		March 15, 2019	93.9		N/A		1.2
May 8. 2019	Quarterly	0.125		June 6, 2019	95.1		June 28, 2019	63.4		30.6		1.1
Fiscal 2019		$	0.500		$	379.9		$	345.0	$	30.6	$	4.3

Fiscal 2018
August 22 2017	Quarterly	$	0.125	September 1, 2017	$	94.4	September 14, 2017	$	93.6	N/A		$	0.8
November 9, 2017	Quarterly	0.125		November 30, 2017	94.6		December 14, 2017	93.7		N/A		0.9
February 8, 2018	Quarterly	0.125		February 28, 2018	94.6		March 15, 2018	93.8		N/A		0.8
May 9, 2018	Quarterly	0.125		May 31, 2018	94.6		June 14, 2018	93.8		N/A		0.8
Fiscal 2018		$	0.500		$	378.2		$	374.9	N/A		$	3.3

^(b)The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date. Dividends payable are recorded as Accrued expense and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheet.

Total dividends in cash and other recorded to additional paid-in capital (“APIC”) in the Consolidated Balance Sheet as of June 30, 2020 was $196.3, consisting of $195.2 dividends settled in cash, $3.6 dividends payable, offset by $2.5 of dividends no longer expected to vest as a result of forfeitures of outstanding RSUs.

Total accrued dividends on unvested RSUs and phantom units of $2.0 and $4.7, $2.2 and $5.2 and $0.8 and $5.2 are included in Accrued expense and other current liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheet as of June 30, 2020, 2019 and 2018, respectively.


			Foreign Currency Translation Adjustments
	(Losses) Gains on Cash Flow Hedges		(Losses) Gains on Net Investment Hedge		Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans		Total
Beginning balance at July 1, 2018	$	31.7	$	115.0	$	(44.3)	$	56.4	$	158.8
Other comprehensive income before reclassifications	(35.5)		99.8		(213.1)		(53.8)		(202.6)
Net amounts reclassified from AOCI/(L)^(a)	(9.5)		—		—		(5.5)		(15.0)
Net current-period other comprehensive income	(45.0)		99.8		(213.1)		(59.3)		(217.6)
Ending balance at June 30, 2019	$	(13.3)	$	214.8	$	(257.4)	$	(2.9)	$	(58.8)
Other comprehensive income before reclassifications	(37.5)		47.1		(426.4)		18.9		(397.9)
Net amounts reclassified from AOCI/(L) ^(a)	7.8		—		—		(7.3)		0.5
Net current-period other comprehensive income	(29.7)		47.1		(426.4)		11.6		(397.4)
Ending balance at June 30, 2020	$	(43.0)	$	261.9	$	(683.8)	$	8.7	$	(456.2)

^(a) Amortization of actuarial gains (losses) of $10.5 and $7.0, net of taxes of $3.2 and $1.5, were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2020 and 2019, respectively (see Note 19—Employee Benefit Plans).

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 (the “Incremental Repurchase Program”). Subject to certain restrictions on repurchases of shares through September 30, 2018 imposed by the tax matters agreement, dated October 1, 2016, between the Company and P&G entered into in connection with the P&G Beauty Business acquisition, repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of June 30, 2020, the Company has $396.8 remaining under the Incremental Repurchase Program. There were no share repurchase activities during the years ended June 30, 2020, 2019 and 2018 under the Incremental Repurchase Program.