BUSINESS COMBINATIONS | BUSINESS COMBINATIONS P&G Beauty Business Acquisition On October 1, 2016, pursuant to the Transaction Agreement (as defined below), the Company completed the Transactions (as defined below) and acquired the P&G Beauty Business in order to further strengthen the Company’s position in the global beauty industry. The purchase price was $11,570.4 and consisted of $9,628.6 of total equity consideration and $1,941.8 of assumed debt. The P&G Beauty Business acquisition was completed pursuant to the Transaction Agreement, dated July 8, 2015 (the “Transaction Agreement”), by and among the Company, P&G, Galleria Co. (“Galleria”) and Green Acquisition Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). On October 1, 2016, (i) Merger Sub was merged with and into Galleria, with Galleria continuing as the surviving corporation and a direct, wholly-owned subsidiary of the Company (the “Merger”) and (ii) each share of Galleria common stock was converted into the right to receive one share of the Company’s common stock (the Merger, together with the other transactions contemplated by the Transaction Agreement, the “Transactions”). The Company issued 409.7 million shares of common stock to the former holders of Galleria common stock, together with cash in lieu of fractional shares. Immediately after consummation of the Merger, approximately 54% of the fully-diluted shares of the Company’s common stock was held by pre-Merger holders of Galleria common stock, and approximately 46% of the fully-diluted shares of the Company’s common stock was held by pre-Merger holders of the Company’s common stock. Coty Inc. is considered to be the acquiring company for accounting purposes. The Company estimated the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. The Company is still evaluating the fair value of the assets and liabilities assumed in the Transactions. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. The following table summarizes the estimated allocation of the purchase price to the net assets of the P&G Beauty Business as of the October 1, 2016 acquisition date: Estimated (a) Measurement period adjustments (b) Estimated fair value adjusted Estimated Cash and cash equivalents $ 387.6 $ — $ 387.6 Inventories 506.7 (38.3 ) 468.4 Property, plant and equipment 770.4 (8.0 ) 762.4 3 - 40 Goodwill 5,081.8 60.2 5,142.0 Indefinite Trademarks — indefinite 1,890.0 — 1,890.0 Indefinite Trademarks — finite 879.1 5.6 884.7 10 - 30 Customer relationships 1,795.8 11.3 1,807.1 1.5 - 17 License agreements 1,836.0 1.0 1,837.0 10 - 30 Product formulations 183.8 — 183.8 5 - 29 Other net working capital 65.8 (27.6 ) 38.2 Net other assets 54.9 (5.3 ) 49.6 Unfavorable contract liabilities (130.0 ) — (130.0 ) Pension liabilities (394.9 ) (9.8 ) (404.7 ) Tax indemnification liability (55.0 ) — (55.0 ) Deferred tax liability, net (1,301.6 ) 10.9 (1,290.7 ) Total purchase price $ 11,570.4 $ — $ 11,570.4 (a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016. (b) The Company recorded measurement period adjustments in the third quarter of fiscal 2017 to account for a decrease of $38.3 in the estimated fair value of the P&G Beauty Business inventory primarily related to a decrease in the inventory step-up due to updated valuation assumptions. The measurement period adjustments of $17.9 related to finite-lived trademarks, customer relationships and license agreements was a result of the decrease in the estimated fair value of inventory acquired. Additional measurement period adjustments were recorded as a result of obtaining new facts and circumstances about certain acquired assets and liabilities that existed as of the acquisition date, primarily related to working capital. All measurement period adjustments were offset against goodwill. Goodwill is primarily attributable to the anticipated company-specific synergies and economies of scale expected from the operations of the combined company. The synergies include certain cost savings, operating efficiencies, and leverage of the acquired brand recognition to be achieved as a result of the Transactions. Goodwill is not expected to be deductible for tax purposes. Goodwill of $351.6 , $4,276.5 , and $513.9 is allocated to the Luxury, Consumer Beauty and Professional Beauty segments, respectively. The allocation of goodwill to segments was based on the relative fair values of synergies. For the three months ended March 31, 2017 , Net revenues and Net income of the P&G Beauty Business included in the Company’s Condensed Consolidated Statements of Operations were $975.7 and $55.7 , respectively. For the nine months ended March 31, 2017 , Net revenues and Net income of the P&G Beauty Business included in the Company’s Condensed Consolidated Statements of Operations from the date of acquisition were $2,086.9 and $110.9 , respectively. Net income for the three and nine months ended March 31, 2017 was impacted by the amortization of certain asset values based on the estimated fair values of the acquired assets as determined during the initial purchase accounting, such as the amortization of inventory step-up. Such amortization activity had an impact to Net income for the three and nine months ended March 31, 2017 of $(9.5) and $(37.6) , net of tax, respectively. The Company recognized acquisition-related costs of $52.0 and $35.1 during the three months ended March 31, 2017 and 2016 , respectively and $264.4 and $91.1 for the nine months ended March 31, 2017 and 2016 , respectively, which were included in Acquisition-related costs in the Condensed Consolidated Statements of Operations. ghd Acquisition On November 21, 2016, the Company completed the acquisition of 100% of the equity interest of Lion/Gloria Topco Limited which held the net assets of ghd (“ghd”) which stands for “Good Hair Day”, a premium brand in high-end hair styling appliances, pursuant to a sale and purchase agreement. The ghd acquisition is expected to further strengthen the Company’s professional hair category and is included in the Professional Beauty segment’s results after the acquisition date. The total cash consideration paid net of acquired cash and cash equivalents was £430.2 million , the equivalent of $531.5 , at the time of closing, which was funded through cash on hand and available debt. The Company estimated the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. The Company is still evaluating the fair value of the assets and liabilities assumed from the ghd acquisition. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. The following table summarizes the estimated allocation of the purchase price to the net assets of ghd as of the November 21, 2016 acquisition date: Estimated (a) Measurement period adjustments (b) Estimated fair value adjusted Estimated Cash and cash equivalents $ 7.1 $ — $ 7.1 Inventories 79.8 — 79.8 Property, plant and equipment 11.3 — 11.3 3 - 10 Goodwill 175.5 (7.4 ) 168.1 Indefinite Indefinite-lived other intangibles assets 163.8 — 163.8 Indefinite Customer relationships 44.2 (7.6 ) 36.6 11 - 24 Technology 138.6 8.0 146.6 11 - 16 Other net working capital (7.4 ) 7.1 (0.3 ) Net other assets 0.9 — 0.9 Deferred tax liability, net (75.3 ) (0.1 ) (75.4 ) Total purchase price $ 538.5 $ — $ 538.5 (a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016. (b) The Company recorded measurement period adjustments in the third quarter of fiscal 2017 to account for a decrease to customer relationships of $7.6 and an increase to technology of $8.0 due to changes in valuation assumptions and an increase in the estimated other net working capital of $7.1 as of the November 21, 2016 acquisition date. These adjustments were offset against Goodwill. Goodwill is not expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating ghd’s products into the Company’s existing sales channels. For the three months ended March 31, 2017 , Net revenues and Net income (loss) of ghd included in the Company’s Condensed Consolidated Statements of Operations were $45.2 and $(41.6) , respectively. For the nine months ended March 31, 2017 , Net revenues and Net income (loss) of ghd included in the Company’s Condensed Consolidated Statements of Operations from the date of acquisition were $89.6 and $(47.9) , respectively. Net income for the three and nine months ended March 31, 2017 was impacted by the amortization of certain asset values based on the estimated fair values of acquired assets as determined during the initial purchase accounting, such as the amortization of inventory step-up. Such amortization activity had an impact to Net income (loss) for the three and nine months ended March 31, 2017 of $(26.0) and $(39.8) , net of tax, respectively. The Company recognized acquisition-related costs of $3.1 and $4.9 during the three and nine months ended March 31, 2017 , respectively, which are included in Acquisition-related costs in the Condensed Consolidated Statements of Operations. Younique Acquisition On February 1, 2017, the Company completed its acquisition of 60% of the membership interest in Foundation, LLC (“Foundation”) which held the net assets of Younique, LLC, a Utah limited liability company (“Younique”), for cash consideration of $600.0 , net of acquired cash and debt assumed. The existing Younique membership holders contributed their 100% membership interest in Younique to Foundation in exchange for a 40% membership interest in Foundation and $600.0 of cash consideration. The purchase consideration is subject to normal working capital adjustments. Younique is expected to strengthen the Consumer Beauty division’s color cosmetics and skin and body care product offerings. The acquisition was funded with a combination of cash on hand and borrowings under available debt facilities. The Company accounts for the noncontrolling interest portion of the acquisition as a redeemable noncontrolling interest. Refer to Note 21 — Noncontrolling Interests and Redeemable Noncontrolling Interests for information regarding valuation method and significant assumptions used to calculate the fair value. The Company estimated the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. The Company is still evaluating the fair value of the assets and liabilities assumed from the Younique acquisition. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. The following table summarizes the estimated allocation of the purchase price to the net assets of Younique as of the February 1, 2017 acquisition date: Estimated Estimated Cash and cash equivalents $ 17.5 Inventories 106.5 Property, plant and equipment 64.1 3 - 7 Goodwill 559.5 Indefinite Trademark — finite 121.0 20 Product formulations 0.6 5 Customer relationships 184.0 9 - 15 Other net working capital (24.8 ) Short-term and long-term debt (1.2 ) Total equity value 1,027.2 Redeemable noncontrolling interest 410.9 Net cash and debt acquired 16.3 Total purchase price $ 600.0 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from certain manufacturing and supply chain cost savings. For the three and nine months ended March 31, 2017 , Net revenues and Net income (loss) of Younique were included in the Company’s Condensed Consolidated Statements of Operations from the date of acquisition were $79.6 and $(1.4) , respectively. Net income for the three and nine months ended March 31, 2017 was impacted by the amortization of certain asset values based on the estimated fair values of the acquired assets as determined during the initial purchase accounting, such as the amortization of inventory step-up. Such amortization activity had an impact to Net income (loss) for the three and nine months ended March 31, 2017 of $(17.6) , net of tax. The Company recognized acquisition-related costs of $0.1 and $0.8 during the three and nine months ended March 31, 2017 , respectively, which are included in Acquisition-related costs in the Condensed Consolidated Statements of Operations. Brazil Acquisition On February 1, 2016, the Company completed the acquisition of 100% of the net assets of the personal care and beauty business of Hypermarcas S.A. (the “Brazil Acquisition”) pursuant to a share purchase agreement in order to further strengthen its position in the Brazilian beauty and personal care market. The total consideration of R$3,599.5 million , the equivalent of $901.9 , at the time of closing, was paid during fiscal 2016. The Company has finalized the valuation of assets acquired and liabilities assumed for the Brazil Acquisition. The Company recognized certain measurement period adjustments as disclosed below during the quarter ended September 30, 2016. The measurement period for the Brazil Acquisition was closed as of September 30, 2016. The following table summarizes the allocation of the purchase price to the net assets acquired as of the February 1, 2016 acquisition date: Estimated (a) Measurement period adjustments (b) Estimated Estimated Cash and cash equivalents $ 11.1 $ — $ 11.1 Inventories 45.6 — 45.6 Property, plant and equipment 95.4 — 95.4 2 - 40 Goodwill 553.7 (16.6 ) 537.1 Indefinite Trademarks — indefinite 147.1 — 147.1 Indefinite Trademarks — finite 10.3 — 10.3 5 - 15 Customer relationships 44.6 — 44.6 13 - 28 Product formulations 12.8 — 12.8 3 Other net working capital 0.7 — 0.7 Net other assets 2.1 (0.7 ) 1.4 Deferred tax liability, net (21.5 ) 17.3 (4.2 ) Total purchase price $ 901.9 $ — $ 901.9 (a) As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016. (b) The Company recorded measurement period adjustments in the first quarter of fiscal 2017 to account for a $0.7 asset retirement obligation, as well as a net decrease in net deferred tax liability of $17.3 as of the February 1, 2016 acquisition date. These adjustments were offset against Goodwill. The Company has completed the local tax requirements allowing approximately $500.0 of goodwill and $44.6 of customer relationships assets to be tax deductible. The Company recognized acquisition-related costs of $0.0 and $1.1 during the three and nine months ended March 31, 2017 , respectively, and $1.7 and $2.3 during the three and nine months ended March 31, 2016, respectively which are included in Acquisition-related costs in the Condensed Consolidated Statements of Operations. Unaudited Pro Forma Information The unaudited pro forma financial information in the table below summarizes the combined results of the Company and the P&G Beauty Business, Younique and the Brazil Acquisition (the “Pro Forma Acquisitions”) as though the companies had been combined on July 1, 2015. The three and nine months ended March 31, 2017 and 2016 include pro forma adjustments for all the Pro Forma Acquisitions. The pro forma adjustments include incremental amortization of intangible assets and depreciation adjustment of property, plant and equipment, based on preliminary values of each asset as well as costs related to financing the Pro Forma Acquisitions. The unaudited pro forma information also includes non-recurring acquisition-related costs as well as amortization of the inventory step-up. Pro forma adjustments were tax-effected at the Company’s statutory rates. For the pro forma basic and diluted earnings per share calculation, 409.7 million shares issued in connection with the P&G Beauty Business acquisition were considered as if issued on July 1, 2015. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the Pro Forma Acquisitions had taken place on July 1, 2015 or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings. The pro forma information for the three months ended March 31, 2017 and 2016 and nine months ended March 31, 2017 and 2016, respectively, are as follows: Three Months Ended March 31, Nine Months Ended March 31, 2017 (a) 2016 (b) 2017 (a) 2016 (b) Pro forma Net revenues $ 2,063.7 $ 2,070.4 $ 6,647.9 $ 7,049.4 Pro forma Net income (loss) (77.5 ) (28.6 ) 68.9 126.0 Pro forma Net income (loss) attributable to Coty Inc. (89.7 ) (47.2 ) 37.4 102.6 Pro forma Net income (loss) attributable to Coty Inc. per common share: Basic $ (0.12 ) $ (0.06 ) $ 0.05 $ 0.14 Diluted $ (0.12 ) $ (0.06 ) $ 0.05 $ 0.13 (a) For the three and nine months ended March 31, 2017 , the pro forma information excluded $62.2 and $378.9 of non-recurring acquisition-related costs and $34.5 and $71.0 of amortization of inventory step up, respectively. (b) For the three months ended March 31, 2016 , the pro forma information excluded $64.8 of non-recurring acquisition-related costs and $4.9 of amortization of inventory step up. For the nine months ended March 31, 2016 , the pro forma information included $54.7 of non-recurring acquisition-related costs and $104.1 of amortization of inventory step up. |