Item 8.01 Other Events.

Coty Inc. (NYSE: COTY) ("Coty" or the "Company") is filing this Current Report on Form 8-K to provide further information to investors regarding its operations in Russia. In calendar 2021, Coty's sales in Russia, including local Travel Retail, accounted for a little over 3% of the Company's sales and a mid-single digit percentage of adjusted EBITDA. After careful consideration, including analysis of relevant U.S., U.K., and other applicable regulation, Coty has decided to wind down its Russian operations starting immediately. While all of the financial impacts, including the impact on the Company's long-term outlook, of the decision are still being determined, this decision is not expected to impact Coty's ability to achieve its previously issued fiscal 2022 outlook on revenue, adjusted EBITDA or adjusted EPS guidance because of seasonally lower contribution of the business in the fourth fiscal quarter.

The information disclosed under this Item 8.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

The Company's adjusted EBITDA is a non-GAAP financial measure and its expected adjusted EBITDA is a forward-looking non-GAAP financial measure. Reconciliation of adjusted EBITDA to the nearest comparable GAAP financial measure is contained in the press release attached as Exhibit 99.1 to the Form 8-K filed with the SEC on February 8, 2022. The Company does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for the charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

Forward Looking Statements

The statements contained in this report include certain "forward-looking statements" within the meaning of the relevant securities laws, including the expected financial impacts of the wind down of the Company's Russian operations. 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," "target," "aim," "potential" and similar words or phrases. These statements are based on certain assumptions and estimates that the Company considers reasonable, but are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual events or results to differ materially from such statements, including (i) the Company's ability to implement the wind down as anticipated and its ability to mitigate any unanticipated problems, liabilities or other challenges associated with such implementation, (ii) global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect the planned wind down, our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion of such conflict and (iii) the other potential risks and uncertainties that could affect the Company's business and financial results included under the heading "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's latest Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and its subsequent quarterly reports on Form 10-Q and other documents it has filed and may file with the United States Securities and Exchange Commission from time to time. All forward-looking statements made in this report are qualified by these cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of the document in which such statement is made, and the Company does not undertake any obligation, other than as may be required by 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.

Item 9.01 Financial Statements and Exhibits



(d)Exhibits:
Exhibit No.              Description
                         Cover Page Interactive Data File (embedded within the Inline XBRL
               104       document).

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