Good morning and good afternoon everyone. My name is Chloe and I will be your conference operator today. At this time, I would like to welcome everyone to Cody's second quarter fiscal 2026 question and answer conference call. As a reminder, this conference call is being recorded today, February 6, 2026 at 8 a.m. Eastern Time or 2 p.m. Central European Time. Please note that on February 5th at approximately 4.30 p.m. Eastern Time or 10.30 p.m. Central European Time, CODI issued a press release and prepared remarks webcast, which can be found on its Investor Relations website. On today's call are Marcus Stobel, Executive Chairman of the Board and Interim Chief Executive Officer, and Laurent Mercier, Chief Financial Officer. I would like to remind you that many of the comments today may contain forward-looking statements. Please refer to CODI's earning release and the reports filed with the SEC where the company lists factors that could cause actual results to differ materially from these forward-looking statements. In addition, except where noted, the discussion of CODI's financial results and CODI's expectations reflect certain adjustments as specified in the non-GAAP financial measures section of the company's release. With that, we will now open the line for questions. If you'd like to ask a question, press star 1 on your keypad. To leave the queue at any time, press star 2. Once again, that is star 1 to ask a question. We'll take our first question from Filippo Falorini with Citi. Your line is open.

Hi. Good morning. Good afternoon, everyone. Marcus, maybe can you give us a bit more color on the color, the future performance improvement plan for consumer beauty? You mentioned in the prepared remarks yesterday that there's a lot of different initiatives commercially, including streamlining the portfolio. What are you thinking those potential impacts are going to be on sales near term and then a little bit longer term? And then, Laurent, on the margin side, consumer beauty has been significantly below corporate average. Do you have an aspiration of what their business operating margins can get back to? Thank you.

Thanks, Filippo. I'll take that on. So there's about three or four principles how we are addressing the consumer business priorities and focus on our business building plan. It's imperative for us to get back to sell-out growth and to market share growth. We've got to be the masters of our end destiny and win in the market. That's our ambition. Now, how are we going to do that? Number one, we're going to focus on our most iconic assets. These are brands like CoverGirl, where we have assets in there like Lash Plus, Simply Ageless, and iconic brands like Grimmel. We started doing this in the last couple of weeks, and I'm very encouraged by the early results. We had seen declines on these franchises in the high single digits. Now they went down to the low single digit, to the mid single digit. So it's nothing to write home about, nothing that we are happy about, but we're going to see the power of focus on the key assets. Number two, you know that cosmetics is driven very much by the big innovation bundles that come in spring. In the past, we had gigantic innovation bundles with lots of SKUs that kind of did – most of them didn't work, and they crowded out productive SKUs on the shelf. So you got kind of the double whammy, and you got returns from the trade. So we're avoiding this. We're going to bring our first bundle in fiscal 26, which is sharper, streamlined, with better SKUs, fast rotation, and will also protect our existing fast-rotating SKUs on the shelf. This leads me to the question you had, when do we see sellout? Obviously, if we sell in a smaller bundle, you're going to see initially less pipeline fill, and you're going to see this in Q3. But the focus we're getting with this and the sellout velocity on the shelf will improve sellout as we go along and hopefully get our business back on track. That's number two. Number three is that when we do these big bundles and these big advertising campaigns, we have a lot of money on asset creation. But we have very little money in what we call working ACP, working spending, to show wonderful assets to the consumers in digital, in advocacy, via influencers, and so on and so on and so on. So by having smaller, sharper bundles, we're going to free up asset creation money, put it into working media. And we also did a lot of exciting experiments with AI in color cosmetics to create assets in a much more efficient way. We have a couple of experiments that show us we can probably create assets at 70% to 80% cost reduction versus what we're doing now. And, again, money we can reinvest into consumer-to-consumer-facing businesses. These three actions together will compound. And beyond the Q3, which is the hump for us, right, our expectations will get us into a much better future on color cosmetics.

Yeah, maybe, Filippo, to take your second question on the, you know, profitability for consumer beauty. I mean, you heard really from Marcus that, number one, there is a clear diagnosis, you know, on where we have the gaps and the work that Gordon and the team initiated that, you know, in front of each gap, okay, there is a clear action plan. So now, of course, you know, it takes some time really to implement these actions. You know, Marcus was giving the example of innovation. So the team really has designed really a detailed innovation plan. But, of course, this is going to pay off in fiscal 27. But on top of this is, of course, you know, reignite the sellout and then volumes. We'll also, you know, reverse the gross margin trend because currently in the gap there is some, you know, you know, fixed cost under absorption, so we have really these elements. A lot of work done really on platforming across all, you know, our great brands. ANCP, you know, detailed work, really how to optimize ANCP. And, of course, you know, there is another work on SG&A optimization. So I'm not going to give you a precise number, but I can tell you that all these initiatives are currently really under high scrutiny, And you will start to see really some improvement in fiscal 27, which will be part, you know, of the profit recovery for the global company.

We'll take our next question from Rob Odenstein with Evercore. Your line is open.

Thank you very much. Um, I, um, just to kind of understand things a little bit better, um, I want to just sort of throw out a friendly challenge, which I'm sure it'll be easy for you to rebuke, but it, I think help, help understand things a little bit better. Um, you're based on the management comments from what I understood, um, you know, there's, there's a problem with focus, you know, brand skew proliferation. You want to get the portfolio right so you can really focus on the key brands, and all of that makes sense. But this is also happening within the context of very significant changes in where and how the consumer buys. You know, drugstores where you're pretty heavily exposed have been very weak. Department stores have been weak for many years. Amazon has become a huge driver. So I was wondering if you could just kind of talk about your strategy within the context of these very important route-to-market changes and how the consumer shops and why you feel it's more important to get rid of SKUs first rather than get the RTM and how you're balancing those two. Thank you.

Yeah, I don't think this is a contradiction. I mean, number one focus is to drive sellout and market share, because we have been underperforming the market in the last 18 months, and this is obviously not sustainable for us. We've got a minimum grow with the market, and ideally slightly ahead of the market. This is the objective, okay? Focus on SKUs, this is one thing, and I can tell you examples about that, that this really makes a gigantic difference in the performance. But obviously, in the channel footprint, this is something we are addressing as well. We're actually doing in our prestige portfolio pretty well on Amazon. We have grown sales by law like 30%. In the last six months, we've launched Marc Jacobs brand in Amazon in July. This is doing very well, double-digit growth. And the fun fact is that our launch in Amazon has a halo effect on actually on brick and mortar. A similar thing we're seeing in the TikTok shop in the UK, where we are being pretty active with our Rimmel brand, and everything we're doing in the TikTok shop, and the volumes are still small today, but the marketing effect we're getting and the increase in the algorithm rankings has a huge halo effect on the other channels. So we are investing into the new channels, but again, it's always important to take the other channels along because a consumer also shops there. When I talk about less is more to build the core, This applies to the portfolio, but also applies to the channels because we also need to have the new channels be successful and the halo effect building our core in our existing channels. I think this is where the magic happens.

And are you making any changes in terms of channel strategy?

We're going to invest, obviously. In our business, we've got to go where the consumer goes.

Okay?

So we're investing heavily in online. We're investing heavily in e-commerce. We're investing in TikTok shops and everywhere where consumers go. But it's for us also important that we, especially in our cosmetics business, protect the channels where our existing consumer shops as well. As we get new consumers, that's great. But, you know, brands like CoverGirl and Sally Anson, there's a huge Gen X population that shops for them. And actually we have retailers asking us, you know, everybody's going after Gen Z, who's doing something for Gen X, and you can do that because you have the brands to do it, please help us. So I think with the right joint business planning activities with the drugstores and these customers, we can do a big splash in the market on both groups.

We'll move next to Nick Modi with RBC Capital Markets. Your line is open.

Yeah, thank you. Good morning, everyone. So I guess just, Marcus, any views on kind of how you intend to manage the business after the Gucci license ends, and, you know, would you consider a deal with Karen to kind of terminate early just so you can kind of move on and reallocate resources? That's my first question, and I have just a quick bigger picture

strategic question. Okay, let me get to your first one, Nick. I mean, how are we addressing this, and I think we've mentioned this in previous calls. I mean, job number one for us is to drive our big brand franchises, and we have many big brand franchises that are basically over half a billion dollars, like Hugo Boss, Burberry, to the next level. They have still a huge growth potential. Marc Jacobs has huge growth potential. Glow has huge growth potential. So basically, these brands that we have, where we see the potential, where we bring out new – so we are basically pretty busy cooking new initiatives and new innovation for the years 27, 28, 29 that coincide with the Gucci exit in June 28, I think it is, to really have the right pipeline to try to build our top line sales and and compensate part of this second job to be done is um building the new brands that we have acquired you know we have new licenses with swarovski amani um atro and we have a big plans for swarovski we're going to come up with what we hope to be a real blockbuster in 2027 and number three obviously on gucci as you get closer to the to the um to the license exit we probably also need to look into our cost structure how we kind of tweak this a bit to keep our profitability intact. So these are the three actions we're taking there. Now your question on caring, and I mean, we are always open for deals that create value for us, that create value for our shareholders. So yes, we are open. Got it.

And then just, I guess this kind of gets at Filippo's question on the consumer beauty business, but newness is so important in fragrances. How does that kind of, does that conflict with this whole notion of kind of streamlining the complexity of the portfolio?

Yeah, no, not necessarily. I think a newness, let's understand what newness is in fine fragrances. You know, people love it when you, they like to experiment, they like to layer sand. So of course you're going to come up with new propositions, but the new propositions need to be tailored in a way that they drive total portfolio or the total brand. I'll give you one example. We've launched Boss Portal Beyond in summer. That's a pretty successful initiative. It's the number two male initiative of the year. We have already 90 basis points share in the US because we wanted to correct the US for Hugo Boss with this initiative, and it's working very well. Problem is our Hugo Boss franchise in total is not growing. So the innovation is great, but it has no halo effect on the core. And often what happens is, you know, you bring in a new innovation, many SKUs, it's pretty cool, everybody sells the innovation, and then we're losing shelf space on SKUs that are loved by consumers and are fast rotating, right? So that is something we need to avoid in the future and be much more surgical how we bring our innovation to market and also how do we build in a halo effect, right? So that if you launch one, it halos on the other by joint merchandising or there's tons of other things that we can do. So yes, innovation is the lifeblood of this category, but innovation executed in a way that it has an effect on the course. If I do a boss model beyond, I want it to grow the total Hugo Boss franchise and not only the innovation itself. And we're applying this discipline, this logic, this idea of building in halo effects into innovation in everything that we do. And I think that should have a pretty strong effect moving forward.

We'll move next to Olivia Tong with Raymond James. Your line is open.

Great, thanks. Good morning. Nice to speak with you, Marcus and Laurent. Marcus, I was wondering if you could give some views on your assessment of the internal controls at the company and sort of, you know, prioritization. What's your starting point? Because is it, you know, the brand, the marketing, innovation, SKU management, IT, it sounds like it's all of the above. So, you know, do you think this is a company in need of significant reinvestment? Are there costs that you can take out? And I guess most importantly, do you trust the answers that the analytics are providing?

Yeah, thanks, Olivia, for that question. Number one, I mean, we have a very, very creative organization. We have amazingly creative people that come up with very awesome things where even I, with my long beauty experience, have to say, wow, this is really cool, right? What we are missing a bit is the operational discipline to bring this to market in a way that is sequenced, that is properly funded, and that is well thought through in agreements, for example, in the plans we go to market. You know, we are often very so excited about innovation that we are focusing on the sell-in, right, which is good for a quarter or two. But what we've got to focus on is the sell-out. How does it reach the consumer? Does it meet the consumer needs? Do we have strong joint business planning plans with every single retailer to really bring it out and get the sellout going? Because if you get the sellout going, the sell-in will come. This always equals at the end of the day. But we've got to start from the sellout, from the consumption, from the market shares. That's the big switch that we're going to do. And this is not only words on paper. It's easy to say. I can put this on a PowerPoint chart. It looks great. It's very hard to do, you know, to change the mindset of the organization on this one and put the processes in and the data and the analytics. That's where we spend a lot of time to say, how do we get to one source of truth in every aspect about our business? So when we talk about, you know, service to customers, what is the one number that tells us are we meeting service to customers? What is the one number that tells us are we meeting off-tech and market share expectations? So we spend a lot of time in, at the moment, data and AI to really build out our data lake to make sure we have the right questions, the right answers, the right hypotheses, and come up with the right action. So you're right. There's a lot of investment needed in this space, and we're making these investments.

We'll take our next question from Charles Scotty with Kepler. Your line is open.

Yes. Good morning. Good afternoon. A couple of questions from my side. The first one, could you please provide us more granularity on the expected meeting of the digital sales decline in Q3? It appears that the consumer beauty will remain the main drag, but prestige beauty comes to become significantly easier in Q3. And apparently, inventories are healthier. And despite that, it seems that there will be a sequential deterioration in Q3. So what's expanding this dynamic? And more broadly, what's driving the gap between the expected market growth in prestige and consumer and your own expected top-line growth? Is it destocking or market share losses? Second question on the growth. Sorry, one by one.

Yeah, maybe I can start with that one, Charles, and then please go on. And so, indeed, on the Q3, you know, mid-single digits, so as we indicated, I mean, it's, you know, the main headwind is from consumer beauty. And, indeed, as we shared, you know, just before, I mean, we are really still in a phase of, you know, that we know where the gaps are. The team is really putting in place all these actions, but it takes time. And, indeed, we are still, you know, in this phase where, you know, the example that too many innovations, you know, then we had to take some returns in some cases, so it's still hurting the top line, and this is something that, indeed, we are managing. There is also a part that how, you know, it's exactly the strategy. We are focusing on the big bets, on the big bets, so there are also some, you know, parts where we are deprioritizing, okay, so it may, it's weighing on the net revenue, but for good reasons, okay? It's really with this approach that it will pick up and then it will improve the gross margin and it will improve the profitability. So there is, you know, these dimensions that you need to consider in Q3 for consumer beauty. But at the same time, we are starting to see some, you know, green shoots. You know, Marcus was referring to CoverGirl, you know, Simply Edeless, you know, Lash Blast, I mean, are doing good. So we need really to amplify these initiatives, but again, it takes time. Then on prestige, I mean, first of all, you see that indeed we have some really sequential recovery from Q1 to Q2. This is what we indicated. I can tell you that, you know, the headwinds that we faced over the last year, which was related to retail, you know, retailer inventory, now, you know, is fading out. So we are really now, you know, selling and sell out. Step-by-step are really now synchronized. So that's positive. Now, again, Q3, we still, you know, have some challenges. Now it's really focusing on sell out. Sell out will be selling. But sell out, indeed, and we indicated in the call that we still have some headwinds. I mean, U.S. prestige is one case. I mean, our Q2 was not at the level expected. Our Q1 sellout was very encouraging. The beginning of Q2 was encouraging, but the end of Q2, in fact, was lower than expected. And these are exactly the reasons that Marcus was sharing. Okay, so that's really the big indication. We have great assets, great innovations, which are really doing great. But on the other hand, we didn't focus enough on the core. and this is currently what's putting pressure on our sellout and market share and that all the actions are in place to correct this. But indeed, it takes time and it's weighing also on our Q3 prestige top line. So that's really the big picture. But keep in mind that these are adjustments and then step by step, there will be some sequential recovery on both divisions.

Okay, thank you very much. Yeah. On the 200 and 300 BIPs gross margin contraction, could you break down the key drivers between input cost inflation, product geographic mix, tariff and promotions? And what is your full year gross margin assumption? Given that the margin comps also become much easier in Q4, is it fair to assume the same 200, 300 BIPs margin contraction in Q4 or a little bit less?

Yeah. Yeah, thank you. So, indeed, the Q2 gross margin, I mean, came, you know, lower than our initial expectations. And this is, indeed, what's, you know, what's driving, you know, putting some pressure on the profit. So, what are the big drivers? So, on the prestige division, the number one is that, indeed, we saw in Q2, and especially end of Q2, really some, you know, very high promotionality in the market. So it really puts, you know, some pressure, you know, on trade terms, on markdowns. So this is really something that we saw really from, you know, the whole category and the whole sector. So it indicated some headwind on the gross margin, and this is mostly the case indeed in prestige. And on top of this, of course, I mean, you know, comes the tariff. indicated tariff is about, you know, $8 million for this Q2, you know, will be below $40 million for the full year. And the third element still on prestige is also the forex. As we discussed last time, I mean, we are, you know, we have production in the U.S. and we started really to put some more production in the U.S., but we still have, you know, big productions in Europe. And of course, the euro dollar is creating really a headwind on the gross margin. Having said that, you know, just keep in mind that the gross margin prestige is still higher than versus two years ago, okay? So despite these headwinds, we are in a good territory. So we are seeing this pattern, you know, remaining in Q3, and then indeed there will be some recovery in Q4. Consumer beauty is, We discussed the number one, you know, there are similar components, but there are two other elements which are important. Number two, that lower volumes, especially on our color cosmetic brands, is creating, you know, fixed costs under absorption, which is really hurting our gross margin. So that's why the sellout and recovery on our big brands, you know, step by step will mitigate this hurt. And the second one is a mix. We are doing great in Brazil. On the other hand, as you understand, our big brands in the U.S., which are, you know, very high profitable, they're under pressure. So there is also this mechanical mix effect. And, again, the plan of the, you know, Call of the Future is really that to recover this and step by step to recover. So Q3 will still be the same pattern and then some, you know, sequential recovery in Q4, which will continue in fiscal 27.

We'll move next to Oliver Chen with TD Cowan. Your line is open.

Hi, thank you very much. On the consumer beauty side, given the strategy edits here, should we expect it to get worse and worse before it gets better, just in order to conduct that reset? And also, as you think about consumer beauty, what specific innovation are you feeling most confident about that we should focus on? And on the fragrance side of the house and prestige fragrance, we'd love your thoughts on your growth relative to the market. and what innovation you're most focused on to attempt to outgrow the market trends. Thank you.

The first question was, again, I was like, on consumer beauty. Consumer beauty, yeah. I was already on the innovation there. On consumer beauty. I think I would not, you know, I think things will get better. This quarter for us is difficult as we are really changing the way to go to market. sharper bundles, better focus on the base business. It will take some time, but I would not characterize this going and getting from worse to worse. It will not be easy. You know, it will take some time, but it will get better. I'm pretty much convinced of this. I have seen the plans. I have seen the way the team is defining the expertise of the brand to both appeal to a modern consumer, but also make sure that our heritage consumer is being protected and keeps loving our brands, so I'm very excited about that. We have good innovation coming up. We have strong innovation coming up on our core franchises, on the Simply H's, on the last class, but also on new items, more trend items, like skin tins and all these things that are currently being requested by the market, so we're on it. So I guess the bundle that we're going to bring out, the fiscal 26 bundle, is going to be good, much better than before. The fiscal 27 bundle will be great. So that's the way we envision it. In Prestige, we have some pretty exciting blockbusters coming up in the next couple of months. We're going to launch a big Calvin Klein female initiative, actually now, soon, very, very soon. And we're super excited about that because, you know, we're trying to already make sure that we have halo effects on the Calvin Klein franchise. And Calvin Klein is a big franchise. If you can move the needle there, you can get immediate better sellout and growth. We will have a big bet with the Marc Jacobs beauty, like the makeup launch in end of the fiscal year, which we try to turn into a big blockbuster as well. Very excited when I look at that innovation. So this is our near-term focus to get these two things right. And obviously, we have many more things in the pipeline that we can talk when we speak again.

We'll move next to Susan Anderson with Canaccord Genuity. Your line is open.

Hi, good morning. Thanks for taking my question. I guess maybe just a follow-up on the promotional environment. I guess as things kind of worsened in second quarter in the back half, was this driven by competitors, I guess, trying to gain more share, or was it just consumer demand was lackluster? And then do you expect this promotional environment and lockdowns to continue into third quarter? And then just to follow up on Oliver's question as well, maybe if you could talk about kind of where your prestige fragrances are growing relative to the market.

So, yeah, morning, Suzanne. So, indeed, yeah, I mean, we, you know, we saw, you know, some competitors, you know, being very, very aggressive on promotion. So that's why I was telling you, you know, it came more, you know, second half of Q2. Yeah, we are taking the assumption that, you know, So it will stay in Q3. So that's why, you know, we are including this in our equation, in our gross margin. So now at the same time, you know, this is really the segue to, you know, all the strategy and what Marcus has just shared. So it's really that on our side, it's really forcing us and pushing us really to, you know, really to reallocate our resources and really focusing on the sellout. We have great innovation that we can amplify. So that's really the motto. And, again, as you know, we are really across the full portfolio. We are seeing the Gen Z, I mean, entering the category, you know, being very excited. You know, volumes are growing. That's very important. So, again, we are taking this more as a, you know, conjectural effect, but we are, you know, confident that all the work we are doing will help really to manage and mitigate, you know, these headwinds. So, again, to be very clear, from a consumer standpoint, there is full confidence. I mean, all the KPIs, you know, household penetration, you know, especially in markets like the U.S., you know, new consumers entering the category, this is at stake. And, you know, I mean, new tools, you know, TikTok, again, these are new tools where really we are seeing great traction. So, again, we shared, I mean, we stay absolutely confident, you know, that the fragrance category, you know, will keep growing, you know, mid-single-digit, and really volume and mix. Okay, so volume is very important, and it is the case.

We'll move. We'll take our last question from Andrea Tejeria with J.P. Morgan. Your line is open.

Hi. Yeah, good afternoon there, and good morning here, everyone. So I was hoping to see if you can comment, Marcos. First of all, welcome. I was hoping to, if you can talk to the experience you had managing these brands, especially the consumability portfolio at P&G and some of the fragrances as well. At the time of the decision to sell these brands to Kodi, I mean, obviously it's the question that most of us probably are thinking, what's different now with Kodi? and obviously the industry has transformed over the last years where Cody has been the stewardess of these brands but what gives Cody a better right to win and a clarification on the skill rationalization what is the top line and gross margin impact over the years and how to think in terms of the cadence of that impact thank you

I cannot obviously not comment what went down 10 years ago I was running the SK2 brand at that time in Asia, far away. I can only comment today what we are doing on the business and what gives me confidence. If you look at, for example, the history of CoverGirl in the last few years, there has been a lot of back and forth on the positioning, on the equity, right? You know, a brand for, you know, like older consumers and then suddenly tried to make it a full Gen Z brand, which obviously did not work, and then back again and back and forth. I think of every brand that I've ever run, everything starts with the consumer, okay? Do I understand my consumer? Do I understand my target? Do I have the propositions for my target? And do I have a strong equity that I'm going to drive and that I'm not going to walk away from? So what we have done in the last couple of weeks under Gordon's leadership is really sharpen and define our equities and basically say whom is CoverGirl for and whom it will appeal to. Who's going to be, you know, who's going to laugh Rimmel? And we find out there is consumers out there that do. There's consumers that potentially do. All the consumers, younger consumers, these brands have brought appeal, and we need to bring it now to life. We need to bring it from a PowerPoint chart into the market, and we're doing that, and it's going to happen over the next couple of weeks and months, And I'm fairly confident that we can get better than we were before. And the cross margin, the question was?

Yeah, your question, sorry, Andrea, was really okay. How do we see some improvement from all these actions? I mean, I think you're familiar with that again. Number one, as I shared, I mean, today we know what are the headwinds, okay, in our gross margin. So some will naturally disappear or anniversarize, okay? So, of course, the tariff, I mean, the Forex, all these headwinds are hurting this year. You know, next year they will anniversarize. I think consumer beauty, you heard really that all these actions, you know, will deliver some gross margin. So now on the SKU rationalization, either consumer beauty or prestige is, of course, that it has an impact, you know, across the full value chain. So this is, yeah, and Marcus, you can...

Yeah, I think one, Andre, I think which is very important in that, and, you know, we're doing a lot in terms of becoming more productive and saving costs, improving our gross margin. But, you know, in the beauty category, with the gross margins, you have in general in beauty, the number one thing is to drive top-line growth because I'm always saying, you know, top-line health is bottom-line wealth in beauty, and that's what we're all geared to do.

Thank you. At this time, we've reached our allotted time for questions. I'll now turn the call back over to Marcus Strobel for any additional or closing remarks.

All right. Thanks for the call. We recognize that our recent financial performance has not met expectations. There's no sugarcoating it. This leadership transition marks a fresh chapter grounded in realism, discipline, and focus. Going forward, we will be transparent about what works and what does not. We're going to set balance near and long-term targets. We're going to concentrate our resources where they matter most, and we'll continuously review our portfolio to unlock value. Consumer demand is our North Star, and we have a clear emphasis on focused execution, sharper priorities. I'm confident that CODI will improve. It will take time, but progress is already underway. As I said in my prepared remarks, it will not happen overnight, but it will happen.

Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.