EQUITY

Common Stock

As of June 30, 2018, 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. Prior to September 30, 2016, the Company had Class B Common Stock outstanding. As of June 30, 2018, total authorized shares of Class A Common Stock was 1,000.0 million and total outstanding shares of Class A Common Stock was 750.7 million.

In the fiscal years ended June 30, 2018, 2017, and 2016, the Company issued 2.9 million, 2.5 million, and 4.7 million shares of its Class A Common Stock, respectively, and received $22.6, $21.3, and $40.9, in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards.

On October 1, 2016, the Company issued 409.7 million shares of Class A Common Stock in connection with the closing of the P&G Beauty Business acquisition as described in Note 3—Business Combinations.

On September 30, 2016, JABC converted all of its shares of Class B Common Stock of the Company into shares of Class A Common Stock of the Company. The Company issued approximately 262.0 million shares of Class A Common Stock to JABC upon the conversion of JABC’s shares of Class B Common Stock.

Prior to October 1, 2016, the Company was a majority-owned subsidiary of JAB Cosmetics B.V. (“JABC”). Both JABC and the shares of the Company held by JABC are indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V. (“JAB”). During the fiscal years ended June 30, 2018 and 2017, JABC acquired 14.9 million and 2.6 million shares, respectively, of Class A Common Stock in the open market. The Company did not receive any proceeds from these stock purchases conducted by JABC. As of June 30, 2018, the Company was not a majority-owned subsidiary of JAB.

On September 29, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation amending the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of Class A Common Stock from 800.0 million shares to 1,000.0 million shares.

Preferred Stock

As of June 30, 2018, the Company’s preferred stock consisted of Series A Preferred Stock with a par value of $0.01. The Series A Preferred Stock is not entitled to receive any dividends and has no voting rights except as required by law.

On May 18, 2018, the Company reduced the total authorized number of shares of Series A Preferred Stock from 6,506,106 to 6,319,641.

The Series A Preferred Stock are issued to executive officers and directors under subscription agreements. Generally, the subscription agreements entitle the holder of the vested Series A Preferred Stock to exchange the Series A 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 generally is 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. 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.

The following table summarizes the key terms of each issuance of Series A Preferred Stock:



Issuance Date	Number of Shares Awarded at Grant Date (millions of shares)	Number of Shares Outstanding (millions of shares)	Hurdle Price per Share
April 2015 ^(a)	6.8	1.1	$	27.97
April 2015 ^(a)	0.6	0.6	$	26.87
November 25, 2016 ^(b)	1.0	1.0	$	22.34
February 16, 2017 ^(b)	0.5	0.3	$	22.66
March 27, 2017 ^{(b) (c)}	1.0	1.0	$	22.39
November 16, 2017^(b)	1.0	1.0	$	19.85

^(a) If the holder does not exchange the vested Series A Preferred Stock by a specified expiration date, the Company must automatically exchange the Series A Preferred Stock into cash for the pro-rata portion of the grants attributable to services rendered by the holder within the United States. The portion related to service outside the United States, may be settled in cash or shares, at election of the Company.

^(b) If the holder does not exchange the vested Series A Preferred Stock by a specified expiration date, the Company must automatically exchange the Series A Preferred Stock into cash or shares, at election of the Company.

^(c) This grant was sold to Lambertus J.H. Becht (“Mr. Becht”), the Company’s 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, 2018. An expense (income) of $(1.7) and $3.8 was recorded during fiscal 2018 and 2017, respectively, and has been included in Selling, general and administrative expense on the Consolidated Statements of Operations.

As of June 30, 2018, total authorized shares of Series A Preferred Stock are 6.3 million and total outstanding shares of Series A Preferred Stock are 5.0 million. Of the 5.0 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017, 1.7 million shares vest on April 15, 2020, 1.0 million shares vest on November 25, 2021, 0.3 million shares vest on February 16, 2022 and 1.0 million shares vest on November 16, 2022. As of June 30, 2018, the Company classified $2.7 Series A Preferred Stock as equity and $4.3 as a liability, inclusive of the related cash bonuses, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

Dividends

Prior to October 2016, the Company declared annual cash dividends in the first quarter of the fiscal year. Beginning after October 2016, the Company began declaring cash dividends on a quarterly basis.

The Transaction Agreement restricted the Company’s ability to declare, make or pay any dividends, other than in the ordinary course and for an amount not to exceed $0.25 per share prior to the closing of the P&G Beauty Business transaction, without P&G consent. In July 2016, P&G provided consent to the Company’s dividend declared on August 1, 2016.

The following dividends were declared during fiscal years 2018, 2017 and 2016:



Declaration Date	Dividend Type	Dividend Per Share		Holders of Record Date	Dividend Value		Dividend Payment Date	Dividends Paid		Dividends Payable ^(a)
Fiscal 2018
August 22, 2017	Quarterly	$	0.125	September 1, 2017	$	94.4	September 14, 2017	$	93.6	$	0.8
November 9, 2017	Quarterly	$	0.125	November 30, 2017	$	94.6	December 14, 2017	$	93.7	$	0.9
February 8, 2018	Quarterly	$	0.125	February 28, 2018	$	94.6	March 15, 2018	$	93.8	$	0.8
May 9, 2018	Quarterly	$	0.125	May 31, 2018	$	94.6	June 14, 2018	$	93.8	$	0.8
Fiscal 2018		$	0.500		$	378.2		$	374.9	$	3.3

Fiscal 2017
August 1, 2016	Annual	$	0.275	August 11, 2016	$	93.4	August 19, 2016	$	92.4	$	1.0
December 9, 2016	Quarterly	$	0.125	December 19, 2016	$	94.0	December 28, 2016	$	93.4	$	0.6
February 9, 2017	Quarterly	$	0.125	February 28, 2017	$	94.0	March 10, 2017	$	93.4	$	0.6
May 10, 2017	Quarterly	$	0.125	May 31, 2017	$	94.0	June 13, 2017	$	93.4	$	0.6
Fiscal 2017		$	0.650		$	375.4		$	372.6	$	2.8

Fiscal 2016
September 11, 2015	Annual	$	0.250	October 1, 2015	$	90.1	October 15, 2015	$	89.0	$	1.1

^(a) 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.

The Company decreased the dividend accrual recorded in a prior period by $0.9 to adjust for the payment of previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2018. Additionally, the Company decreased the dividend accrual recorded in a prior period by $0.6, $0.4 and $0.3 to adjust for accrued dividends on RSUs no longer expected to vest, which was recorded as an increase to APIC in the Consolidated Balance Sheet as of June 30, 2018, 2017 and 2016, respectively.

Total accrued dividends on unvested RSUs and phantom units of $0.8 and $5.2, $1.0 and $3.2 and nil and $1.8 are included in Accrued expense and other current liabilities and Other noncurrent liabilities, respectively, in the Condensed Consolidated Balance Sheet as of June 30, 2018, 2017 and 2016, respectively.

Accumulated Other Comprehensive Income (Loss)



				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, 2016	$	(28.9	)	$	(2.5	)	$	(164.0	)	$	(44.3	)	$	(239.7	)
Other comprehensive income before reclassifications	35.9			(21.2		)	143.2			80.5			238.4
Net amounts reclassified from AOCI/(L)^(a)	5.6			—			—			0.1			5.7
Net current-period other comprehensive income	41.5			(21.2		)	143.2			80.6			244.1
Ending balance at June 30, 2017	$	12.6		$	(23.7	)	$	(20.8	)	$	36.3		$	4.4
Other comprehensive income before reclassifications	19.2			138.7			(23.5		)	20.8			155.2
Net amounts reclassified from AOCI/(L) ^(a)	(4.0		)	—			—			(3.3		)	(7.3		)
Net current-period other comprehensive income	15.2			138.7			(23.5		)	17.5			147.9
Adjustment due to the adoption of ASU 2018-02 (Note 2)	3.9			—			—			2.6			6.5
Ending balance at June 30, 2018	$	31.7		$	115.0		$	(44.3	)	$	56.4		$	158.8

^(a) Amortization of actuarial gains (losses) of $5.2 and $0.4, net of taxes of $1.9 and $0.3, were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2018 and 2017, respectively (see Note 17—Employee Benefit Plans).

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 (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, 2018, the Company has $396.8 remaining under the Incremental Repurchase Program. The following table summarizes the share repurchase activities during the years ended June 30, 2018, 2017 and 2016:



Period	Number of shares repurchased (in millions)	Cost of shares repurchased (in millions)		Lowest fair value of shares repurchased per share		Highest fair value of shares repurchased per share
Fiscal Year Ended June 30, 2018	—	$	—	$	—	$	—
Fiscal Year Ended June 30, 2017	1.4	$	36.3	$	25.35	$	27.40
Fiscal Year Ended June 30, 2016	27.4	$	767.0	$	25.10	$	30.35

Treasury Stock - Other Repurchases

In addition to the above mentioned repurchase activities, on December 3, 2015, the Company entered into a stock purchase agreement with a shareholder holding more than 5% of the Company’s Class A Common Stock to repurchase 1.0 million shares of its Class A Common Stock. On December 17, 2015, the Company remitted payment for the repurchased shares at a price of $27.91 per share. The fair value of shares repurchased was approximately $27.9, which was recorded as an increase to Treasury stock in the Consolidated Balance Sheets and Consolidated Statements of Equity and Redeemable Noncontrolling Interests.