Kevin Monaco - Coty, Inc. Bart Becht - Coty, Inc. Patrice de Talhouët - Coty, Inc. Camillo Pane - Coty, Inc..

Wendy C. Nicholson - Citigroup Global Markets, Inc. (Broker) Lauren Rae Lieberman - Barclays Capital, Inc. William Schmitz - Deutsche Bank Securities, Inc. Stephanie Schiller Wissink - Piper Jaffray & Co. Olivia Tong - Bank of America Merrill Lynch Mark Astrachan - Stifel, Nicolaus & Co., Inc. Joe B. Lachky - Wells Fargo Securities LLC Dara W.

Mohsenian - Morgan Stanley & Co. LLC Jason M. Gere - KeyBanc Capital Markets, Inc. Linda Bolton Weiser - B. Riley & Co. LLC.

Good morning, ladies and gentlemen. My name is Candice and I'll be your conference operator today. At this time, I would like to welcome everyone to Coty's First Quarter Fiscal 2017 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session.

As a reminder, this conference call is being recorded today, Wednesday, November 7. Thank you. I will now turn the call over to Kevin Monaco, Coty's Senior Vice President, Treasurer and Investor Relations. Mr. Monaco, please go ahead..

Good morning, and thank you for joining us. On today's call are Bart Becht, Chairman of the Board, Camillo Pane, Chief Executive Officer, and Patrice de Talhouët, Executive Vice President and Global Chief Financial Officer. I would like to remind you that many of our comments may contain forward-looking statements.

Please refer to our press release in our reports filed with the SEC where we list factors that could cause actual results to differ materially from these forward-looking statements.

In addition, except where noted, the discussion of our financial results and our expectations do not reflect certain adjustments as specified in the non-GAAP financial measures section of our earnings release. You can find the bridge from GAAP to non-GAAP results in the reconciliation tables in the earnings release.

While we are pleased to have Camillo join us today on the call to provide his initial impressions on the combined business, the question-and-answer session will be limited to Bart and Patrice as they are the stewards of the business during the first quarter period. I will now turn the call over to Bart..

Thank you, Kevin, and welcome everybody, to Coty's first quarter conference call. This morning, we'll take you through a summary of today's announcement and recent developments and Camillo will offer his initial thoughts on the state of the business, and then we would be pleased to take your questions.

The last several months have been truly transformational for Coty. On October 1, we completed the merger of the P&G Specialty Beauty business into Coty with a $1 billion lower cash payment than anticipated at the announcement of the transaction.

I would like to thank the teams involved from Coty and P&G for all of their hard work over the last 15 months in creating the platform for Coty to become a global leader and challenger in the beauty industry. I'm confident that we now have largely the right team, organizational structure and culture to make the vision of this merger a reality.

Our new CEO, Camillo Pane, the executive team and the divisional, regional and country management teams are now in place and are working on exiting transitional service arrangements with P&G while increasingly focusing on rebuilding business momentum.

As expected, the extensive work over the last 15 months on closing the transaction and merging the two businesses has come at a cost. As discussed prior to the closure, the resources which normally work on the business have also been working on closing the transaction and the setup and future of the combined company.

The resulting distraction, as well as the recent change in management team in our headquarters, regions and countries have contributed to a decline in Coty's standalone revenues and profits in Q1.

Reported and constant currency revenues declined moderately and adjusted operating income declined by a mid-teens percentage compared to the same period last year.

While we are anticipating similar revenue trends in Q2, we are committed not only to real improvement in the trends in the second half excluding divestitures, but also to achieving further improvement for the combined company in the following fiscal years. This combined company 2017 outlook replaces all prior fiscal 2017 outlooks.

Importantly, we continue to target the total four-year synergies and working capital benefits of $750 million and $500 million respectively, with no change to the operating costs to realize both.

We also remain committed to our previously communicated adjusted EPS target of at least $1.53 for fiscal 2020, despite the profit impact of the current decline in revenues.

Additionally, we remain firmly committed to using Coty's expected strong post-merger cash flow to build Coty into a much stronger global leader and challenger in the beauty industry.

In this respect, we are very happy with our recent acquisition of the Hypermarcas beauty business in Brazil, and our pending acquisition of ghd, which we expect will continue to strength Coty's global portfolio, its growth exposure and its profit and cash generation.

As the parting Interim CEO and remaining Chairman, I believe the future of the new Coty under our new CEO, Camillo Pane, is a bright one.

It certainly will be a journey to realize the ambitions we have set for the company and while there may be challenges as we integrate and rebuild the business, we are firmly committed to realizing the ambitions we have and delivering value for all our shareholders. I will now turn it over to Patrice to discuss the Q1 results in more detail..

Thank you, Bart, and good morning, everyone. Q1 net revenues declined 3% as reported and declined 2% at constant currency. Excluding the 6% contribution from the Brazil Acquisition, net revenues declined 8%.

Our adjusted gross margin declined 150 basis points to 58.8%, driven by the contribution of the lower-gross-margin Brazil Acquisition, as the gross margin of the remaining Coty business remained consistent year-over-year. The Q1 adjusted operating income declined 14% to $106.4 million, resulting in a 15.4% adjusted operating margin.

This decline was driven by two primary factors. First, revenue declined from steady to lower adjusted gross profit and operating profit. Second, Q1 fixed costs increased on an absolute and percentage basis as we ramped up starting another investment in anticipation of the close of the P&G Beauty transaction.

By segment, two of the segments, Skin & Body Care and Fragrance , showed solid profitability performance despite the broader top-line weakness. The Q1 Skin & Body Care adjusted operating margin improved 280 basis points to 9%, fueled by a mix-driven improvement in gross margin.

The Fragrance adjusted operating margin reached a solid 21.5%, marginally declining versus prior year. The Color Cosmetics adjusted operating margin declined 460 basis point to 11.3%, as we ramped up A&P investments despite the lower revenues.

Finally, the Brazil Acquisition reached an adjusted operating margin of 8.6% largely reflecting the fact that Q1 is typically the lowest quarter seasonally for the Brazil business.

Moving down the P&L, our adjusted effective tax rate for the quarter was 30.1% compared to negative 38.4% in the prior year, reflecting the $113.3 million tax benefit in the prior-year period. Altogether, these drove an adjusted diluted EPS of $0.23.

During the quarter and prior to the close of the merger, we repurchased 1.4 million share as well as we returned additional cash to shareholders with the distribution of an annual dividend of $0.2750 per share. Turning to the capital structure, we ended the quarter with $4.1 billion in net debt.

In October, we took the opportunity to successfully borrow an incremental $1.1 billion in term loans and use the proceeds to repay borrowings under our revolving credit facility. In addition, we refinanced approximately $1.6 billion in term loans to reduce annual interest expense by almost $10 million per year.

We also benefited from only $1.9 billion in assumed debt in the merger, which was $1 billion less than the assumed debt amount where we first announced the merger in July, 2015.

As far as the merger with the P&G Specialty Beauty business is concerned, we are confident about the potential of this merger to strengthen Coty's margin, earnings, and cash generation profile.

I'm happy to confirm the four-year synergies and working capital benefits of $750 million and $500 million, respectively, with no change to the operating cost to realize both. We also remain committed to our previously communicated adjusted EPS target of at least $1.53 for fiscal 2020.

We remain confident in the long-term cash flow profile of the company as well as the strength of our balance sheet, which will allow us to fulfill our long-term ambition. I will now turn it over to Camillo to offer his preliminary views on the business..

Thank you, Patrice. And good morning to everyone. It's my great privilege to take over the reins of leadership at such a transformational moment. With this merger, we've brought together a powerful portfolio of beauty brands and some of the world's most talented people in beauty and consumer goods.

Being in the CEO role for a little over a month now, I've been focused on three key priorities. First, I'm visiting many of the Coty key countries, meeting with the significant customers, and reviewing the business with the country management teams. Second, I'm now reviewing in depth the innovation pipeline for the next one, two years.

Third, I continue to support the internal work in accelerating focus capabilities in digital communication, e-commerce and in-store. While I will offer a more comprehensive assessment of our business on the next earnings call in February, I did want to take this opportunity to offer some initial thoughts.

The substantial changes within Coty over the last year from carving out the Beauty business from P&G to introducing a new organizational structure and changing the management teams in a number of countries have clearly impacted the organization.

In the short term, this means some lumpiness quarter to quarter as everyone settles into the roles and the organization learns to run as one company. However, I have a high level of confidence in the long-term outlook and fundamentals of the business. Within the combined Coty portfolio, I see a lot of positives in Professional Beauty and Luxury.

The salon hair business continues to perform well, and while still early, we are seeing early indication that the OPI nail brand is a very good fit for this division. And I believe this should result in much better mid- to long-term gross momentum for OPI.

Speaking of the Luxury division, this business is anchored by a number of leading brands including Gucci, Calvin Klein, Hugo Boss, and philosophy. And I'm encouraged by the pipeline of upcoming launches in the combined portfolio, including of course the launch of Tiffany.

Turning to Consumer Beauty, it's clear that this is a division that is facing a number of challenges. These challenges include the positioning of some of the brands, the strength of the pipeline, the in-store execution, as well as the competitive pressure in the market. We have begun our work to address these issues.

And I will have more information to provide in the next call, as to the steps we are taking to regain momentum in this business. I'm very excited, and encouraged by the progress we're making to communicate and engage with today's consumers, who are increasingly living in a digital world.

Our digital capabilities were significantly enhanced by the last year acquisition of the digital marketing platform, Beamly. Beamly is already helping us improve the social engagement of our brands through campaign optimization, social listening and deeper brand targeting.

We have significantly increased the proportion of our media spending aimed at digital, and I'm pleased with the results I've seen.

While a key focus in the near term will be on integrating the P&G Specialty Beauty business and improving our growth momentum; we believe there is space for selective M&A where it can be managed without unduly disrupting our integration growth focus, where it clearly benefits our future growth trajectory and deliver shareholder value.

With respect to our recent transactions, we continue to be encouraged by the end market performance of the Brazil acquisition, with self-through growing strong double-digit in a market which is growing high single-digit.

We also announced on October 17, the signing of a definitive agreement to acquire ghd, a premium brand in high-end hairstyling appliances.

We believe ghd's strong historical growth, driven by geographical expansion and channel diversification beyond salons, including a sizeable e-commerce business, would only be enhanced by Wella's substantial distribution capabilities and complementary portfolio brands.

The acquisition, which is expected to close prior to the end of this calendar year, is a first step in our strategy to gradually shift the market growth exposure of our combined portfolio closer to the 3%, 4% global beauty industry growth rate.

I'm very energized by the opportunities ahead for the new Coty and look forward to working with my new leadership team to drive Coty to profitable growth and to be a new global leader and challenge in the beauty industry. Thank you. We'll now open the call for questions..

And our first question comes from Wendy Nicholson of Citi. Your line is now open..

Hi.

Two questions, sort of in the near term as the second quarter is going to be a continuation of the underlying sales growth we just saw now, I'm not sure kind of what light switch flicked as we go into the back half and revenue growth accelerates all that much, so is it just the timing of the new product launches or do expect some underlying improvement in the market? If you could help us have confidence that this really negative trend isn't going to push us through the entire year.

And then question, I know you said in your prepared comments that $1.53 for 2020 is still the target but it sounds like today is a downward revision to the growth outlook for fiscal 2017. So what's better in your forecast that helps you make up for that shortfall, so you could still have that $1.53? Thanks..

So, maybe we can start with the growth outlook. So clearly what is impacting in Q2 are the same factors which are impacting in Q1. We should not forget that, so clearly, fiscal 2017 is clearly a year of transition and the transition is largely taking place in the first six months and only gradually comes out in the back half.

What do I mean by transition? Clearly, we have a complete new organizational structure, which is different from either the Coty or the P&G structure, and we have many new people. And so the combination of the two means that a lot of people have new jobs in different locations at some point in time.

So that has clearly created a substantial level of distraction. People are not necessarily fully focused on the business for a period of time because they're in transition, or alternatively they're also helping out in the integration of the business.

And so those two factors basically have caused distraction and have caused us to lose momentum basically in the business, which we believe we're in the process of addressing. In addition to that, we believe that those factors will abate in the second half.

In addition to that, we believe we have a good pipeline or a better pipeline on some of our brands in the second half, which makes us believe that the trend will improve in the second half as well. So those are the two key factors.

Some factors abating, and at the same time, pipeline improving, which should improve the momentum in the second six months.

In terms of the earnings per share, we believe basically that beyond the cost synergies of the business, there is also an improvement that we can have on the underlying business, and therefore, we believe the $1.53 by fiscal 2020 is a doable and reachable number..

Thank you..

And – sorry. Go ahead..

And our next.....

No, no, no. Go ahead..

And so, my question is just in terms of the disruption to the core business taking longer than you expect.

Again, I sort of say, okay, that $1.53 number, was it that that $1.53 target was just initially extremely conservative and now you think that you can do it because the recovery is going to be faster, because it just seems like the numbers are going to be coming down in the short term, so you're building in an even bigger hockey stick in the out years.

And given the recent trends, it seems like that's a heck of a leap of faith..

I think that to be able to answer this question, we need to step back and look at the way we have built this $1.53. So, the $1.53 was the add-up of the Coty business, the P&G business, and the whole level of synergies pulling bottom line. That's the way we have built the $1.53, which has just the sum of these three pillars.

So, this $750 million synergies, we confirm that this is the target to achieve in year four, and we remain very firmly committed to that. So, there is no reason why in year four we cannot achieve that.

And, I would like to take this opportunity to emphasize what we said during the Road Show is that this is without any underlying improvement of the business and this is without Hypermarcas, okay. So, it's clear that this $750 million are and remain, and, in year four, we still remain committed by this $1.53..

Thank you. And, our next question comes from Lauren Lieberman of Barclays. Your line is now open..

Thanks. Good morning. First, just to follow up on that discussion. Patrice, also, you – no one's mentioned margins. So, I just wanted to confirm that the $1.53, that your vision of kind of 19.5-ish percent margin in 2020 also still holds or if there is – you said there will be greater reinvestment needed over the time period..

No. So, the assumption that we had when we built this arithmetic are still there, and so these $1.53 are still compatible with the margin, which is in the high teens, which is 19.6% is the number that we are quoting in the Road Show..

Okay. Great. And then on brands, I did want to talk a little bit about the Color Cosmetic business. There has been a lot of surprising amount of news flow around the COVERGIRL and the Max Factor brands in the last three months or so, I mean, Max Factor re-launching in the U.S. after leaving I think 10 years ago.

And then COVERGIRL, making some pretty bold moves in terms of their brand imagery representation and so on. So, Camillo, if you could talk a little bit about – I guess, it doesn't feel like the management team is running those two brands, have been asleep at the switch, I mean, they've been more active arguably than they've been in a while.

So to what degree was your team involved in that process? Or was this sort of – they were throwing some stuff at the wall before the merger was complete? Thanks..

So, Camillo is not going to answer any questions as we said earlier. He will do this in February, but I'll answer the question. So we have not been involved basically with the marketing efforts of P&G prior to the transaction because we were competitors, I might remind you. And therefore, we had no influence on any of their programs.

And this business we've now owned for six weeks. So we are basically digging into the details of this business to try to understand that. And when we come back in February, hopefully, we'll have a better picture on this business and we can answer all of your questions a little bit better than we can now.

What I can tell you is that Max Factor was not being re-launched in a major way in the United States. There is a lot of activity on COVERGIRL, but as Camillo already has alluded to, there is a lot of work that needs to be done on the Color Cosmetics brand, in particular on those two brands that you just mentioned.

And we're in the process of understanding, analyzing and formulating new plans to tackle the issues on those two brands, but it is premature for us to make any concrete statements on that..

Okay.

And would you just – the fact, the idea that all the transition the organization is going through, the people moving around, I mean, I understand all of that, but the level of impact on the brand – when brands are healthy, they sort of can coast along for a bit with a little bit less love and attention and it would seem that these brands really took it on the chin when sort of their focus changed.

So, would you say that the performance in the last few weeks has sort of made you feel a bit differently, not about the long-term potential about the brands but the actual level of the health of the brands today?.

No. I remain very positive about the brands, to be honest with you, because I think it is a portfolio of a set of very strong brands. What I – particularly on the P&G business, we should not forget that 18 months prior to the announcement of the transaction it was known internally that this business would be divested.

And between announcement and closure, there were 15 months, so arguably this business has been in limbo for two to three years. And clearly this is not very beneficial to any business as you can imagine because the focus comes off.

So, there is a certain level of neglect that has happened; in particular because not the entire organization has come with the P&G business, so it's not like we are transferring a existing company with an existing management team into Coty because only part of that team is coming to us.

So, there have been a material level of neglect on these businesses, which we are trying to understand and we're reformulating plans to reactivate all of these brands. Having said that, I don't have to tell you the brands like COVERGIRL, Wella, Max Factor, they're fantastic brands.

It's a great portfolio of brands, and there is an inherent strength basically in these brands, and we just need to extract that. And so, we're in the process of doing that..

Thank you. And our next question comes from Bill Schmitz of Deutsche Bank. Your line is now open..

Hey. Good morning, Bart..

Hi..

Hey. Can you just give us some more granularity on this back-half acceleration category-by-category? I know it's been asked a couple of times, because like I also wonder like what are the retailers saying, because like you look at a brand like COVERGIRL, which is pretty close to market leadership in U.S.

mascara cosmetics, and to have a business like that down 8% to 9%, obviously category's down, so the buyer's job is at risk and you have all these sort of moving pieces.

So, I'm just curious if you can, and I know it's kind of a long-winded question, but can we just go like category-by-category and sort of map out like why you'd think we're going to get to that acceleration starting in that March quarter?.

So, let's just go back to the comments that Camillo made on the various businesses for the combined entity, and I'm talking about the combined entity here. So, we believe that Professional is in good shape and will show good momentum in the second half.

The Professional business has done pretty well over the more recent periods and will continue, in our minds, to show solid momentum. And on top of it, it's going to have OPI folded into that.

So, which we also believe is going to be very positive on OPI, because as you might remember, Coty did not have a Professional division, and it had an OPI Professional brand, and it was very difficult for Coty to manage that business, because it had a skeleton infrastructure in order to do so.

Now we have a full-fledged infrastructure and we believe that we'll be very healthy on the OPI business. So we believe Professional on the P&G and on the Coty side will show very nice trends.

On the Fragrance side, we believe that on our main brands Gucci, HUGO BOSS, Calvin Klein, et cetera, we have some very nice initiatives in order to steadily improve the momentum on that business relative to where we are today.

I also would like to offer to you that in the first quarter for sure and potentially in the second quarter, there has been some rationalization of wholesale inventory taking place which clearly also is going to gradually abate. So the number one challenge remains basically on the Consumer Beauty business and this will take longer.

We might see some improvement, but there is a lot of things which need to be tackled and we already mentioned we have several large brands, and Camillo already alluded to this. Clearly, we have challenges on COVERGIRL, Max Factor and Sally Hansen, all of which need to be addressed and we're in the process of doing that.

So, net-net I think Professional should see good momentum and continued good momentum; I think on Luxury we should see improving momentum; Consumer Beauty will be the biggest challenge and I think that will take longer; we might see some improved results in the second half, but it will take longer to address that..

Okay. Great.

And then the internal distraction stuff, I mean, are you largely done with the meetings and who my boss is and where the boss is going to sit and what might – it seems like that was what you attributed a lot of the softness in the quarter, maybe through the December quarter through like – are all those kind of initiatives done and people are kind of like go out, go do your job now and forget these like weeklong meetings about whom I'm reporting to and what my responsibilities are?.

So, clearly we have some wholesale movements of people into new jobs over the last couple of months, really starting at the end of the last fiscal year, all the way through the most recent weeks. So that's pretty much done now.

So people are in place, the teams are in place and we are now focusing on and extracting ourselves from transitional service arrangements, and rebuilding the growth momentum. So the teams are in place, they are sitting in most cases in the final locations, not everywhere, but in most cases already in the final locations.

So we are pretty much getting there. So from a team composition point of view, structure point of view, that's pretty much there; in the vast majority of cases, they're already sitting in the final locations. So we now actually have and are starting to work on the business..

Thank you. And our next question comes from Stephanie Wissink of Piper Jaffray. Your line is now open..

Thanks. Good morning, everyone. I just have another follow-up on the human capital versus like financial capital transitory risk.

If you could just talk a little bit about what you think the investment in A&P might need to be over the next 6 to 12 months to really see some acceleration in the business, once you get past some of this human capital disruption?.

In A&P, is that what you said?.

Yes, please, the A&P..

Okay. Yeah, I really don't think there is a need to increase the level of A&P in this business. In the combined entity, we sit above industry average investment levels.

So the key question is not basically if there is the right money, the key question is do we have all the right initiatives and strategy in place in the various brands in order to accelerate the growth of the business, and that's what we're working on. But there is no need for incremental A&P investment in the business..

And, Bart, maybe could you just talk about then where some of the pivots might be where you've invested historically and where you're looking to invest more, I know you talked about digital in your prepared remarks, but maybe give us some sense of where we could see some of the movement within the dollar..

Well, it's very clear; the world is changing, the world is moving like to a digital world, and you will see an acceleration over time of a movement of traditional forms of media into digital.

You will also see from a sales point of view, moving more online which does not – which is e-commerce, but that might be with existing customers or with new customers, so there is a shift from a go-to-market point of view and a shift from an investment point of view into much more of a digital space.

And there is also an intensification of the focus now on creating a much stronger pipeline going forward in order to build momentum on the business. So those are key areas of focus for the company..

Thank you..

Thank you. And our next question comes from Olivia Tong of Bank of America Merrill Lynch. Your line is now open..

Great. Thank you.

Bart, maybe could you give an order of priority of how much of the second half improvement is related to innovation versus abating factors, because if you're not spending more money, but you are expecting the sort of hockey stick change from first half to the second half, maybe you could help sort of just prioritize those various buckets that you've talked about, in terms of what they are going to provide, because I'm still struggling with what you mean by, quote unquote, real improvement..

So, yeah. We are not going to put an exact number on real improvement for a very simple fact is that we've owned the P&G business for six weeks, and so it is very difficult for us to give you an exact outlook on that part of the business.

So, on the Coty side of the business, we do have basically some very nice initiatives, and we are much more comfortable to make statements about real improvement in terms of the business trends. For instance, we have CKO, we have a clear basically breakthrough mascara on Rimmel.

We have in our minds the much better trends in OPI now that's being managed by the new Coty Professional business. So we have a number of factors which we believe will materially improve the trend. We also don't have distraction.

The distraction in the first half clearly has led not just to reduction in wholesale but also in retail trade inventories in a number of places, so which will also go away. So it is a combination of certain factors not being there, on the other side having a much stronger innovation pipeline behind the business.

Our feeling about the Coty business is clearly much stronger than about the P&G business simply because the P&G business is a new business.

Having said that, to make, basically, statements about just the Coty business clearly going forward is not highly relevant since we own the total business, and so this is also why we've replaced the outlook statement..

Got it. Thanks.

And then you talked about Q2 revenue trends, but what about your thoughts on the operating results? How fast can you get your team to get to work on that? And then I guess I understand the distraction associated with getting the deal over the finish line, but why wouldn't there be a more equitable decline across categories and regions, assuming that there is not one group that's more distractive than the other, like, why isn't there more an equitable distribution in terms of the distraction quotient?.

What do you mean, equitable? Does it mean like certain categories have more right to decline than others or what? I'm not sure I understand..

No, the opposite, like you would have extracted sort of an equitable amount of distraction across the categories but obviously you're seeing different declines across segments and across geographies..

Yeah, but you are seeing basically the declines are pretty much across the board, across the three main buckets in terms of Fragrances, Color Cosmetics and Body Care. There is really not one excluded. So, clearly – I think that's what you would expect when there is massive distraction happening.

So, again, fiscal 2017, I just want to reiterate, fiscal 2017 is going to be a year of transition. Having said that, at the same time, we believe that the longer term outlook remains the same. But I think in terms of categories going down, all the categories have gone down..

So, to answer the first part of your question, Olivia, as you know strictly we have not given any annual EPS guidance. But what we have said in the press release is that we remain committed to our previously communicated adjusted EBITDA target of $1.53 for fiscal 2020. So, there is no change to this and the expected accretion of the deal.

We have also continued to discuss that there will be some dis-synergies of at least $50 million in year one as we step up to support the combined organization before we step down and recognize the other savings.

In addition to that, the way you should think about the fiscal 2017 EPS drivers, relative to fiscal 2016, is that there is going to be some incremental depreciation as we begin to spend the $500 million of CapEx as well as higher interest line resulting from the incremental debt that we have. So, I think we should re-think it this way..

Thank you. And our next question comes from Mark Astrachan of Stifel. Your line is now open..

Yeah. Thanks and good morning. So, just wanted to continue on that last line of thinking.

So, if you take the consolidated results that you provided in the second 8-K this morning, before talking about the incremental depreciation and higher interest expense, the base is, call it, $0.95, take into account the $50 million of dis-synergies, to $0.90, is that roughly what we should be thinking about as the earnings base before the decline in 2017?.

No, we're not going to go into any guidance on that, but I think you should really come back to the previous statement I made, which are that you should factor in to the way you should look at it the additional depreciation. The interest line, the tax line and the $50 million dis-synergies based on what we have seen in fiscal 2016..

Okay..

I think that will give you the answer to your question..

All right. And then switching back to the sales growth numbers.

So, could you talk about how both the legacy business and the Procter brands are doing on an expectation basis in terms of that real improvement, and I guess in particular if you look at the results that you disclosed in that same 8-K, the Procter brands looked like they were down marginally compared to the Coty business.

So is it fair to think that the Procter business is performing better on whole than the Coty business? And then just going back to the previous commentary, how then should we think about where the greatest relative improvement is going to come from on a go-forward basis, meaning through the year to that real improvement?.

Yeah, I'm not sure the P&G improvement on an underlying basis in terms of consumption is better or worse than the Coty business over the last 12 months. And if you look at it over a long period of time, the trends are very, very similar.

So I would say – and we're still looking at the P&G businesses in detail, in particular also at the trade inventories which are – or have been created on this business over the last couple of months.

In terms of going forward, I'll come back to what I said before, on Professional, we see basically continued good momentum, and we believe that the incorporation of OPI will benefit OPI. So, we feel positive about Professional.

On the Luxury business, we believe that based on what is coming to the market under the key brands, which are anywhere from Gucci, Calvin Klein, HUGO BOSS, and a few smaller ones, we believe there should be improved momentum on the Luxury business with the main challenge remaining on the Consumer Beauty business and there there's several brands which are key, which is clearly COVERGIRL, Max Factor and Sally Hansen.

Those are the three brands where we are working very, very hard in terms of improving the momentum and here we believe this will take a bit longer than the statements we've made just about Luxury and we're working on that, but we will have a much better understanding of these brands already when we come back in the call in February..

Thank you. And our next question comes from Joe Lachky of Wells Fargo Securities. Your line is now open..

Hi. Real quick, just to clarify on the guidance. So, first off on the $1.53 in 2020, I think you were pretty clear, Patrice, that getting to that number didn't require any improvement in the underlying business.

Now, it seems like given the first quarter results that you do expect needing improvement in the underlying business in order to hit that $1.53? Just want to clarify that.

And then also on the second half guidance, in the press release announcing the deal, it reiterated that you're looking for growth in the second half, and now, you're only looking for improvement in the recent trends. I just want to clarify that you aren't expecting any growth in either legacy Coty or P&G Beauty in the second half? Thanks..

So, on the first one, what we said at that time is that the merger benefit, the mechanical impact of the merger benefit would deliver $1.53, and that it does not reflect improvement on the underlying business or the Hypermarcas transaction.

What we're saying now is that we're going to achieve at least $1.53 and that is on the combination of the merger benefits and underlying business improvement, but the emphasis that we're going to achieve at least $1.53, and that's the statement that we're making.

In terms of the statement for the second half, we have to make a statement on the combined entity business for the second half, because we own all the brands and not half the brands. And so it would be irrelevant just to make a statement about just the Coty business, no matter how positive we might feel about this or not.

So the statement is the statement, we've owned the business now for six weeks, and we've only been able to dig into the business in all its details for six weeks, so we cannot make a statement beyond that. It's just not possible because none of you on the call would do that, because you don't have enough understanding of the business.

So it's not possible to make a different statement than that..

Did your outlook for the legacy Coty business change for the second half then, obviously....

No, we're not going to have this discussion, because it's a irrelevant discussion. We're making the statement that is in the press release..

Okay. And then just one question on the Fragrance, obviously very weak, can you maybe go into some of the drivers, obviously you mentioned the inventory decline in the wholesale channel, but it sounds like maybe that was impacted by the distraction, I think you mentioned that.

So a little bit confused on who is driving that inventory decline in wholesale, maybe were you guys proactively accelerating your pullback in the non-core brands, maybe just a little bit more detail there. Thanks..

Yeah.

So, I would say on the Fragrance brand, we have a continuous effort, basically is to gradually clean up some of the wholesale or gray market inventories, in order to strengthen the equity of the brands, which clearly when people are distracted and changing jobs, if anything that accelerates on its own, for a very simple reason, when people aren't there for a while or changing jobs or even between things, some of that business goes away automatically.

So, yes, there has been an acceleration of the decline in the wholesale inventories..

Thank you. And our next question comes from Dara Mohsenian of Morgan Stanley. Your line is now open..

Hey, guys. The first one was just on M&A. Patrice, can you give us detail on when you expect to earn your cost of capital in the P&G deal or what level of returns you're expecting on the deal through fiscal 2020? And then, Bart, you emphasized in the release that you'd continue to participate in industry consolidation going forward.

I guess, as you look back on M&A historically over the last few years, in terms of TJoy and philosophy, the Avon bid, perhaps even P&G so far, a bear could quibble that acquisitions haven't worked out that successfully in terms of driving shareholder value.

So, any kind of thoughts on your ability to add value going forward? And what the past, kind of how that informs that ability? Thank you..

So, clearly, we have just confirmed basically the benefits of the merger with P&G, and based on that, clearly we would expect a return which is very attractive and well ahead of the cost of capital, because otherwise we wouldn't have done the transaction in the first place.

So we just confirmed to you basically all the underlying financial assumptions, which make this transaction very attractive.

So with – that's on the P&G deal, on the Hypermarcas deal, you have seen, and we have seen very positive results both in market and financially and we're very confident about that, the same for the Bourjois deal, the same for OPI, the same for Manhattan and so the same for philosophy, they're all basically good transactions.

The one which we could argue with is the TJoy transaction in China, which was a complete debacle. So I would agree with you, but that's like one out of half a dozen transactions..

Okay.

And what year are you expecting to earn your cost of capital in terms of returns from the P&G deal?.

No, we're not going to, because then I have to practically outline to you all the underlying basically profit and cash flows assumptions and we're not going to do that here..

Okay. Thanks..

Thank you. Our next question comes from Jason Gere of KeyBanc Capital Markets. Your line is now open..

Okay. Thanks. Just two questions. One, I guess, maybe just continuing on the M&A, but the other side. I think you've talked about potential asset sales. So just with some of the recent performances, I'm wondering if there are any other brands that may not fit the combined company.

Just wondering if you could provide any color in terms of kind of the portfolio rationalization..

Yeah..

So we have previously announced that we would divest 6% to 8% of the combined entity portfolio. We have pretty much finalized the list which sits behind that. We are working basically on the process, which is associated with that. We remain convinced that we will make this announcement regarding the divestiture well ahead prior to the end of the year.

And so, the process is pretty much on track, and will unfold itself in due time..

So, there is a no change from previously..

Okay.

And then the second question just going back to the innovation, and just with I guess, 15 months of kind of knowing this combination was coming, can you maybe talk about maybe some of the cross-collaboration opportunities that are out there between Coty side, P&G side, where you see learning from best practices, just maybe on a more upbeat note, just like thinking about the opportunity for really enhanced innovation that comes through over the next couple of years..

So, there is a number of very clear benefits other than the pure cost and cash benefits that Patrice already has outlined. So, just to give you some very clear examples of that.

So, first of all, there is the geographical benefit, in a number of countries, both parties were relatively marginal players and combined they are basically critical mass players; countries like Mexico, et cetera, are classic examples of this. So, we will have a real infrastructure to build from.

That clearly is only going to really materialize post the actions of transitional service arrangement, implementing all the restructuring programs et cetera. But there is a real benefit that we can build off that.

We will have the benefit of moving as part of that from distributors into full-fledged operational entities, which there is a clear benefit for, for sure on the top-line, but also on the bottom line from doing that, moving out of these distributors.

There is the benefit of OPI brands being managed by the Professional division, which there is a clear benefit of that, because Coty did have – only had a skeleton infrastructure to manage that. And I believe that it's a very good news for OPI on a global basis for it to be managed by the Professional division.

There are benefits in terms of cross-fertilization on the R&D side. P&G has certain skill sets in terms of fragrances, which Coty doesn't have and Coty has certain skill sets in the R&D particularly in the packaging area which P&G doesn't have. So there is a clear basically synergistic benefit between the two.

That clearly there is the best practice benchmarking in terms of cost of goods, manufacturing and operating cost, which is starting to happen as we speak. So there are clear basically benefits in this area as well. So, in addition to that, there are clearly all the financial benefits from a procurement point of view, which we already alluded to.

So there are synergistic benefits in particular I would say in R&D and manufacturing and basically go-to-market and in terms of scale in emerging markets..

Okay. Great. I appreciate the update. Thanks..

Thank you. And our next question comes from Linda Bolton Weiser, B. Riley. Your line is now open..

Thanks.

I was wondering if you could give some color on whether your product line rationalizations have started already in earnest and is there any way to quantify the impact of that on the negative 8% like-for-like sales growth in the quarter?.

No, product rationalization, you're talking about divestitures?.

Yeah, I thought even apart from divestitures you were looking at pruning SKUs and certain product lines, maybe even exit, apart from the divestitures?.

No, that is not a main focus of the business for the time being.

So divestitures, yes, we are pruning the portfolios from a number of brands point of view, which is leading to the 6% to 8% divestiture program, but that is not basically other than the normal churn which we have in this business anyway, because there's a substantial number of SKUs which get replaced every single year, the pruning happens every year.

You create new SKUs and you prune old ones; that is part of the beauty industry..

Okay. And then I think when you had originally talked about the synergies and were giving more information, in the first year there is really not net synergies being realized because there's some investment.

Can you give us an idea as to what the cadence of that investment will be like as we progress through the fiscal year? Is it going to hit kind of right away or is it going to take a while to figure out where those investment things need to occur?.

So, on the synergies in year one, so what we said is that we had $300 million of synergies, which was the combination of the $350 million gross synergies minus $50 million dis-synergies. This $350 million of gross synergies were due to carve-out not being transferred.

What we can see is that clearly, this amount that has been transferred to us is lower because of P&G has actually anticipated some of the – have made cost savings already on their structure.

So, these – and as we are now, as we speak, we're firming up the phasing of the synergies as we balance our focus on driving long-term margin improvement, while we need to improve the growth trend of the business.

Well, these being said, we are not far from the $300 million and we clearly confirm that we are targeting our realizing the $750 million in the next four years..

Thank you. And our next question comes from the Lauren Lieberman of Barclays. Your line is now open..

Thanks.

Sorry, I just wanted to follow-up on the restated financials, if there is any timeline for when you're going to be giving those to us, with the new segments?.

So, actually, what we've done so far, Lauren, is that you have a Form 8-K where we have shared the top-line momentum in fiscal 2016, as well as the profitability on the combined entity and the profitability of P&G and Coty, so we can see that the adjusted operating margin of Coty is 14.3%, and the one of the P&G Specialty business is 7.6%.

So that information that we have already given, I think that was already a help for you guys. On the combined entity, I think that's going to be another couple of months before we can share that..

Okay.

So, it will be a couple of months before we get the new kind of segment breakdown?.

No, the new segment breakdown....

As far as....

No. The new segment breakdown will be at the occasion of our next earnings call..

Okay. Perfect. That's what I needed. Thank you so much..

You're welcome..

Very good. Can I just thank all of you for being on the call and so it's been a good basically discussion. The future for Coty remains very, very bright in my mind, and I'm very happy that we have a new team on place, welcoming Camillo, basically as the new CEO.

And I'll be a listener at the next call, when you can ask Camillo all the questions in February. So, thank you for being on the call. Thank you..

Thank you..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Have a great day everyone..