EL 8-K Current Reports

Estée Lauder Companies 8-K Report, Regulation FD Disclosure (Nov 4, 2026)

Estée Lauder Companies 8-K Report, Financial Results (Nov 2, 2026)

The Estée Lauder Companies Inc. (NYSE: EL) reported fiscal 2027 first quarter results (quarter ended September 30, 2026) in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 7% to $3.7 billion ($3,715 million from $3,481 million), with organic net sales up 6%. Operating income more than doubled to $408 million from $169 million, and as-reported operating margin expanded 610 basis points to 11.0%. Adjusted diluted EPS was $0.72 versus $0.32 a year earlier, and as-reported diluted EPS was $0.64 versus $0.13. Growth was led by Fragrance (net sales up 19% as reported, 20% organic) and Skin Care (up 5% as reported, 4% organic), with Makeup up 2% and Hair Care flat. Free cash flow improved to negative $235 million from negative $436 million, and cash and cash equivalents were $3.20 billion at September 30, 2026. The company raised its fiscal 2027 full-year outlook. Organic net sales growth is now expected at 4.0% to 5.5% (previously 3% to 5%), adjusted operating margin at 12.9% to 13.7% (previously 12.7% to 13.5%), and adjusted diluted EPS at $3.20 to $3.45 (previously $3.10 to $3.35). Operating cash flow guidance was raised to $1.4 billion to $1.5 billion from $1.3 billion to $1.4 billion. Management noted continued caution around geopolitical and macroeconomic uncertainty, and said it does not expect the Middle East conflict to have a material impact on fiscal 2027 results. The company also declared a quarterly dividend of $0.35 per share, payable December 15, 2026 to holders of record on November 30, 2026, and announced a Capital Markets Experience in Shanghai with a webcast on November 4, 2026.

Estée Lauder Companies 8-K Report, Regulation FD Disclosure (Sep 8, 2026)

The Estée Lauder Companies Inc. filed a Form 8-K dated September 8, 2026, under Item 7.01 (Regulation FD Disclosure) to report that its Board of Directors has nominated two new director candidates, Jean-Frédéric Dufour and Matthew E. Rubel, for election as Class III directors. The nominees are to stand for election at the Company's next annual meeting of stockholders, which is expected to be held on November 17, 2026. The filing describes Mr. Dufour as Chief Executive Officer of Rolex SA, a luxury company that designs, manufactures, and sells watches. Mr. Rubel is described as the non-executive Chairman of the Board of Holley Inc., a company that designs, manufactures, and distributes high-performance automotive aftermarket products. The filing contains no financial results, guidance, or other financial metrics. Its investor relevance is limited to board composition, with the nominations to be acted on at the November 2026 annual meeting.

Estée Lauder Companies 8-K Report, Financial Results (Aug 19, 2026)

The Estée Lauder Companies Inc. (NYSE: EL) reported fiscal 2026 results for the year ended June 30, 2026, returning to sales growth with as-reported net sales of $15.05 billion, up 5%, and organic net sales up 3%. As-reported operating income was $780 million (5.2% margin) versus an operating loss of $785 million in the prior year, while adjusted operating income rose 47% to $1.69 billion, with adjusted operating margin of 11.2%, up from 8.0%. As-reported diluted EPS was $0.50 versus a loss of $3.15, and adjusted diluted EPS was $2.51, up 66% from $1.51. Fourth-quarter net sales rose 6% as reported and 5% organic, and the company reported a fourth-quarter net loss of $116 million. Cash generation improved, with operating cash flow of $1.77 billion and free cash flow of $1.32 billion, compared with $0.67 billion in the prior year. The company paid $300 million in deferred consideration for the TOM FORD acquisition and $508 million in dividends. The company also disclosed that it concluded approvals for the restructuring component of its Profit Recovery and Growth Plan (PRGP), with cumulative restructuring charges of $1.4 billion to date and total gross benefits of $1.2 billion expected. For fiscal 2027, the company affirmed organic net sales growth of 3% to 5% and raised its adjusted operating margin outlook to 12.7% to 13.5%, from a prior range of 12.5% to 13.0%. Forecast GAAP diluted EPS is $2.52 to $2.85, and forecast adjusted EPS is $3.10 to $3.35. Operating cash flow is expected to decline to $1.3 billion to $1.4 billion due to higher restructuring payments and working capital needs. The company also declared a quarterly dividend of $0.35 per share, payable September 15, 2026.

Estée Lauder Companies 8-K Report, Executive Changes (Jul 24, 2026)

The Estée Lauder Companies Inc. filed a Current Report on Form 8-K disclosing the planned retirement of director Jennifer Hyman from its Board of Directors. On July 20, 2026, Ms. Hyman notified the Company that she will retire from the Board effective November 16, 2026, the day before the Company's 2026 Annual Meeting of Stockholders. She is a Class I director who has served on the Board since 2018 and is a member of the Audit Committee and the Nominating and ESG Committee. According to the filing, Ms. Hyman's decision is intended to allow her to shift her focus to new endeavors. The Company states that the retirement is not due to any disagreement with the Company on matters relating to its operations, policies, or practices. The Company expressed gratitude for her contributions during her Board tenure. The filing is limited to this Item 5.02 departure disclosure. Item 9.01 refers to exhibits, but the filing text does not describe them.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Jul 7, 2026)

The Estée Lauder Companies Inc. filed this Item 2.05 Current Report to update the restructuring charges tied to its Profit Recovery and Growth Plan (PRGP), which was launched on November 1, 2023 to help rebuild profit margins in fiscal years 2025 and 2026. The Restructuring Program was expanded in February 2025, and the company updated its expected charge range to $1,500 million to $1,700 million (before tax) in its Quarterly Report on Form 10-Q filed May 1, 2026. Approvals under the program concluded as of June 30, 2026, and the cumulative approved initiatives are expected to be substantially completed by the end of fiscal 2027. The filing reports cumulative restructuring and other charges of approximately $1,748 million (before tax) for initiatives approved from inception through June 30, 2026. That total includes $197 million approved between May 29, 2026 and June 30, 2026. Of the $1,748 million, $1,312 million is classified as restructuring charges and $378 million as other charges. Employee-related costs make up $1,044 million of the restructuring charges, and asset-related costs make up $196 million. The company states that, apart from non-cash charges, these amounts are expected to result in future cash expenditures funded from cash provided by operations. The newly approved initiatives fall into three areas: Go-to-Market Operating Model Acceleration, Digital Organization Transformation, and Enabling Function Re-Invention. These are expected to drive workforce reductions, asset-related costs, and sales returns and cost of sales impacts. The filing also notes that the cumulative charge total sits above the most recently updated range of $1,500 million to $1,700 million.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Jun 3, 2026)

The Estée Lauder Companies Inc. filed this Form 8-K/A under Item 2.05 (Costs Associated with Exit or Disposal Activities) to disclose additional initiatives approved under its Restructuring Program, which is part of the Profit Recovery and Growth Plan (PRGP). The Company now expects the Restructuring Program to result in restructuring and other charges between $1,500 million and $1,700 million (before tax). Cumulative charges approved through May 28, 2026 total $1,551 million (before tax), of which $1,147 million are restructuring charges and $374 million are other charges. Of the $134 million approved between April 30, 2026 and May 28, 2026, $129 million are restructuring charges, primarily for employee-related costs. The newly approved initiatives span four areas: Value Chain Optimization, Enabling Function Re-Invention, Go-to-Market Operating Model Acceleration, and Digital Organization Transformation. Most actions are expected to result in employee severance from net workforce reductions, along with some asset-related costs. Of the cumulative restructuring charges approved through May 28, 2026, employee-related costs total $970 million, asset-related costs $109 million, contract terminations $27 million, and other exit costs $41 million. The Company expects these charges, apart from non-cash items, to be funded from cash provided by operations. The Company states it is unable yet to estimate by major cost type and future cash expenditures for initiatives approved after April 29, 2026, and it will file further disclosures for significant initiatives once those estimates can be made. The Restructuring Program's cumulative initiatives are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027.

Estée Lauder Companies 8-K/A Report, Corporate Update (May 22, 2026)

The Estée Lauder Companies Inc. (NYSE: EL) filed this Current Report under Item 8.01 (Other Events) to disclose that it and Puig have ended discussions regarding a potential business combination. The companies had first confirmed on March 23, 2026 that they were in talks, while noting that no assurances could be given about any deal or its terms until an agreement was signed. On May 21, 2026, the two companies announced the termination of those discussions. The company's press release, attached as Exhibit 99.1, states that Estée Lauder remains fully focused on its Beauty Reimagined strategy, which it describes as well underway and delivering positive results. CEO Stéphane de La Faverie reiterated confidence in the company's brands, teams and standalone strength. He also said the company will keep evaluating its portfolio, including both potential acquisitions and divestitures. Management reiterated its focus on driving sustainable sales growth, expanding profitability, and delivering a solid double-digit adjusted operating margin over time. The press release also references the "One ELC" operating model as a driver of faster, more agile execution.

Estée Lauder Companies 8-K Report, Financial Results (May 1, 2026)

The Estée Lauder Companies Inc. (NYSE: EL) furnished an 8-K on May 1, 2026 reporting results for its fiscal 2026 third quarter ended March 31, 2026, along with a raised fiscal 2026 outlook and a preliminary view on fiscal 2027, as set out in Exhibit 99.1. Third-quarter net sales rose 5% to $3.7 billion ($3,711 million reported, $3,550 million prior year), with organic net sales up 2%. As reported operating income fell 19% to $249 million, weighed down by $224 million of restructuring and other charges and an $84 million loss contingency for a potential securities class action settlement. Adjusted operating margin expanded 360 basis points to 15.0%, and adjusted diluted EPS rose 40% to $0.91. Year-to-date free cash flow was $891 million versus $276 million a year earlier. For fiscal 2026, the company now expects organic net sales growth of approximately 3%, at the high end of its prior range, an adjusted operating margin of 10.7% to 11.0%, and adjusted diluted EPS of $2.35 to $2.45, up from the prior $2.05 to $2.25. The restructuring program under the Profit Recovery and Growth Plan (PRGP) now carries total expected charges of $1.5 billion to $1.7 billion and a final net reduction of 9,000 to 10,000 positions. The company also gave a preliminary fiscal 2027 view of 3% to 5% net sales growth and an adjusted operating margin of 12.5% to 13.0%, excluding potential tariff refunds. Management cautioned that Middle East disruptions are expected to weigh on the fiscal 2026 fourth quarter, with an unfavorable impact of approximately 2% on sales growth and a $0.06 dilutive effect on EPS. The company also declared a quarterly dividend of $0.35 per share, payable June 15, 2026, to holders of record on May 29, 2026. Its more detailed fiscal 2027 outlook is slated for August 2026, when fiscal 2026 full-year results are reported.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Apr 1, 2026)

The Estée Lauder Companies Inc. filed this Form 8-K/A under Item 2.05 to update investors on its restructuring program, which is a component of its Profit Recovery and Growth Plan (PRGP). The Company expanded the restructuring program on February 3, 2025, and now expects total restructuring and other charges of $1,200 million to $1,600 million (before tax) across the program. Since the last update, the Company has approved additional initiatives, most notably a reorganization of its global marketing and creative operating model under a "Future of Brand-led Model," which will primarily result in employee severance through a net reduction in workforce. Through March 31, 2026, cumulative charges approved under the Restructuring Program total $1,367 million (before tax), comprising $976 million in restructuring charges and $373 million in other charges, with $15 million recorded as a reduction to net sales for sales returns and $3 million in cost of sales. Of the restructuring charges, $827 million relates to employee-related costs, $91 million to asset-related costs, $26 million to contract terminations and $32 million to other exit costs. The Company states that, other than non-cash charges, these amounts are expected to result in future cash expenditures funded from cash provided by operations. The Company notes it will file further disclosures for initiatives that are individually or collectively significant, once it can make good-faith estimates of the amount or range of costs by major cost type and future cash expenditures. The filing also cautions that forward-looking statements, including those about restructuring charges, involve risks and uncertainties, citing factors described in its Form 10-K for the fiscal year ended June 30, 2025.

Estée Lauder Companies 8-K Report, Corporate Update (Mar 24, 2026)

The Estée Lauder Companies Inc. (NYSE: EL) filed a Current Report on Form 8-K disclosing that it is in discussions regarding a potential business combination with Puig, under which the two companies would potentially merge their businesses. The Company states that no final decision has been made and no agreement has been reached. It further states that, unless and until an agreement is signed between the companies, there can be no assurances regarding the deal or its terms. The disclosure was made under Item 8.01 (Other Events) and was accompanied by a press release dated March 23, 2026, attached as Exhibit 99.1, which contains the same statement. The press release also lists forward-looking risks, including the possibility that no agreement will be reached, that required regulatory approvals may not be obtained, or that other conditions to a potential transaction may not be satisfied. For investors, the filing confirms only that talks are ongoing and that no terms have been agreed. It contains no financial terms, valuation, consideration, deal structure, or timeline for a transaction.

Estée Lauder Companies 8-K Report, Financial Results (Feb 5, 2026)

The Estée Lauder Companies Inc. reported fiscal 2026 second-quarter results for the quarter ended December 31, 2025, with net sales of $4.2 billion, up 6% as reported and up 4% on an organic basis. Gross margin expanded 40 basis points to 76.5%, and adjusted operating margin expanded 290 basis points to 14.4% from 11.5%, which the company attributes to net benefits from its Profit Recovery and Growth Plan ("PRGP"). Reported operating income was $401 million, compared with a loss of $(580) million in the prior-year period that included $861 million of goodwill and other intangible asset impairments. Diluted EPS was $.44, and adjusted diluted EPS was $.89, up 43% from $.62. For the six months ended December 31, 2025, net cash flows from operating activities increased to $785 million from $387 million, and free cash flow was $581 million compared with $114 million. The company paid $150 million in deferred consideration for the TOM FORD acquisition and $255 million in dividends during the period. The company declared a quarterly dividend of $.35 per share payable March 16, 2026. The company raised its fiscal 2026 full-year outlook, tightening the net sales growth range to 3% to 5% as reported (1% to 3% organic) and raising adjusted diluted EPS guidance to $2.05 to $2.25 and adjusted operating margin guidance to 9.8% to 10.2%. Management cited an expected second-half operating margin contraction in the third quarter and about $100 million of tariff-related profitability headwinds, mostly in the second half. The company still expects restructuring charges of $1.2 billion to $1.6 billion under the PRGP, with actions substantially completed in fiscal 2027.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Dec 1, 2025)

The Estée Lauder Companies Inc. filed this Form 8-K/A under Item 2.05 to update investors on its Restructuring Program, which is a component of the Profit Recovery and Growth Plan (PRGP) launched November 1, 2023 to help progressively rebuild profit margins in fiscal years 2025 and 2026. The Restructuring Program was expanded on February 3, 2025, and now includes reorganization and rightsizing, process simplification and acceleration, outsourcing of select services, and evolution of the go-to-market footprint and selling models. The Company expects total restructuring and other charges for the program of between $1,200 million and $1,600 million (before tax), and cumulative initiatives are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027. This filing provides details on initiatives approved after October 26, 2025, primarily an Enterprise Business Services initiative to transform the global operating model through consolidation of service providers, expanded outsourced services, and standardization of business processes. The Company expects cumulative restructuring and other charges of approximately $1,137 million (before tax) for initiatives approved from inception of the program through November 29, 2025, of which $285 million was approved between October 27 and November 29, 2025. Of the $1,137 million cumulative total, $852 million was approved through October 26, 2025 and $781 million of the total is classified as restructuring charges, with $342 million classified as other charges. The Company states that, apart from non-cash charges, these actions are expected to result in future cash expenditures funded from cash provided by operations. The Company will file further disclosures for initiatives that individually or collectively become significant, once it can make good faith estimates of amounts by cost type and future cash expenditures.

Estée Lauder Companies 8-K Report, Shareholder Vote Results (Nov 18, 2025)

The Estée Lauder Companies Inc. held its Annual Meeting of Stockholders on November 13, 2025, and this Form 8-K reports the results of the votes. Stockholders elected six directors: William P. Lauder, Annabelle Yu Long, Dana Strong, Jennifer Tejada, and Richard F. Zannino as Class II directors for terms ending at the 2028 Annual Meeting, and Eric L. Zinterhofer as a Class I director for a term ending at the 2027 Annual Meeting. Each share of Class A Common Stock carried one vote and each share of Class B Common Stock carried ten votes, and the vote counts reflect the combined voting of both classes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2026, and approved, on an advisory basis, the compensation paid to the named executive officers. Two charter proposals also passed. One amends the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law, along with miscellaneous changes to Article IV. The other makes miscellaneous changes to Articles V and VI. The amended Restated Certificate of Incorporation is filed as Exhibit 3.1. All proposals were approved. The say-on-pay vote drew 129,353,712 votes against and 142,752 abstentions, compared with 1,314,884,277 votes for, and William P. Lauder had the largest number of votes withheld among the director nominees at 77,907,192.

Estée Lauder Companies 8-K Report, Unregistered Securities Sale (Nov 6, 2025)

The Estée Lauder Companies Inc. filed this Form 8-K on November 6, 2025 to report an unregistered equity transaction and a secondary offering of Class A Common Stock. On November 4, 2025, the Company issued 11,034,685 shares of Class A Common Stock to three trusts affiliated with descendants of Leonard A. Lauder (the Selling Stockholders) upon their conversion of an equal number of Class B Common Stock shares, on a one-for-one basis. The issuance is exempt from registration under Section 3(a)(9) of the Securities Act of 1933. The same day, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC and the Selling Stockholders, under which the Selling Stockholders agreed to sell 11,301,323 Class A shares to the underwriter at $89.70 per share. The offering was made under a prospectus supplement dated November 4, 2025 to a prospectus included in the Company's Form S-3 registration statement (File No. 333-291255). The Company stated it did not receive any proceeds from the sale of shares by the Selling Stockholders. The filing is primarily a disclosure of stockholder-level transactions rather than a company-level capital event. The Company itself receives no proceeds, and the filing does not state any change to earnings, guidance, or financial condition.

Estée Lauder Companies 8-K Report, Financial Results (Oct 30, 2025)

The Estée Lauder Companies Inc. (NYSE: EL) furnished an 8-K on October 30, 2025 under Item 2.02 (Results of Operations and Financial Condition), attaching a press release reporting results for the fiscal 2026 first quarter ended September 30, 2025. Reported net sales rose 4% to $3.48 billion ($3,481 million), with organic net sales up 3%. Reported operating income was $169 million, compared with an operating loss of $(121) million a year earlier, and adjusted operating income was $255 million versus $144 million. Reported diluted EPS was $.13, compared with a loss of $(.43), and adjusted diluted EPS was $.32, compared with $.14. The prior-year quarter included $159 million of talcum litigation settlement charges. The company reaffirmed its fiscal 2026 full-year outlook: GAAP net sales growth of 2% to 5% (0% to 3% organic) and GAAP diluted EPS of $1.39 to $1.65, with adjusted EPS of $1.90 to $2.10. Management expects tariff-related headwinds to reduce fiscal 2026 profitability by approximately $100 million, net of planned mitigation actions. Cash flows used for operating activities narrowed to $340 million from $670 million, and the company declared a quarterly dividend of $.35 per share payable December 15, 2025. The Profit Recovery and Growth Plan (PRGP) continues, with restructuring charges now expected at $1.2 billion to $1.6 billion before taxes and annual gross benefits of $0.8 billion to $1.0 billion once fully implemented. Cumulative restructuring charges through September 30, 2025 were $697 million, and the company estimates a net reduction of 5,800 to 7,000 positions.

Estée Lauder Companies 8-K Report, Regulation FD Disclosure (Oct 2, 2025)

The Estée Lauder Companies Inc. reorganized its geographic regions effective July 1, 2025, and will report fiscal 2026 and comparative fiscal 2025 results under the new structure beginning with its fiscal 2026 first quarter. The four regions are The Americas; Europe, the United Kingdom and Ireland and Emerging Markets (EUKEM); Asia/Pacific; and Mainland China, which is now reported separately. The company also changed its regional allocation methodology: it excludes intercompany royalty activities globally, allocates corporate expenses (including global support functions, previously reported in The Americas) to all regions, and allocates manufacturing facility impacts to all regions rather than only the region where each facility is located. Management states these changes reflect that these activities benefit the company globally. The company states that the reorganization does not affect its operating segments, which remain product categories, and that the changes affect only how results by geographic region are reported, with no impact on previously reported consolidated results. Exhibit 99.1 recasts geographic net sales and operating income for fiscal 2025 and 2024, including each quarterly and year-to-date period. Under the recast figures, fiscal 2025 total net sales were $14.33 billion (up from $15.61 billion in fiscal 2024 on a subtotal basis), with reported operating loss of $785 million compared with operating income of $970 million in fiscal 2024, and adjusted operating income (non-GAAP) of $1.15 billion versus $1.59 billion. For investors, the filing is primarily a change in reporting presentation rather than a change in reported consolidated results. Regional comparisons in future filings should be read against the recast historical figures, not prior-year figures as originally reported, because the allocation changes shift corporate and manufacturing costs among regions.

Estée Lauder Companies 8-K Report, Executive Changes (Aug 21, 2025)

The Estée Lauder Companies Inc. filed this Form 8-K on August 21, 2025 under Item 5.02(e) (Compensatory Arrangements of Certain Officers). On that date, the Stock Plan Subcommittee of the Compensation Committee of the Board of Directors approved a new form of Stock Option Award Agreement for use in granting options to executive officers and non-executive employees under the Company's Amended and Restated Fiscal 2002 Share Incentive Plan, as amended November 8, 2024. The key change concerns termination without cause. Employees who are not retirement-eligible, including executive officers, will receive pro rata vesting of unvested stock options through their last day paid, rather than the full vesting provided under prior forms, and all remaining unvested options will be forfeited. Retirement-eligible employees will continue to receive full vesting upon retirement. The new form also expands and revises the restrictive covenants that apply to option holders, covering confidentiality, non-competition, non-solicitation, non-disclosure, non-interference and non-disparagement, and adds a new forfeiture and clawback provision for non-compliance with those covenants. The filing does not disclose financial results or quantify the economic effect of these changes. The full form of agreement, including the notice of grant, is filed as Exhibit 10.1.

Estée Lauder Companies 8-K Report, Financial Results (Aug 20, 2025)

The Estée Lauder Companies Inc. reported results for its fiscal year ended June 30, 2025, with net sales of $14.33 billion (14,326 million), down 8% from $15.61 billion, and organic net sales also down 8%. Reported operating loss was $785 million, compared with operating income of $970 million the prior year, driven by $815 million of incremental goodwill and other intangible asset impairment charges, $362 million of higher restructuring and other charges, and $159 million of talcum litigation settlement charges. Adjusted operating income fell 28% to $1.15 billion, with adjusted operating margin at 8.0% versus 10.2%. Reported diluted net loss per share was $(3.15), compared with diluted earnings of $1.08, while adjusted diluted EPS was $1.51 versus $2.59. For the fourth quarter, reported net sales fell 12% to $3.41 billion and organic net sales declined 13%, with the Skin Care and Makeup categories leading the decline and travel retail weakness cited as a key driver. Cash flow from operations declined to $1.27 billion from $2.36 billion, and capital expenditures fell to $602 million. The company affirmed its fiscal 2026 outlook, forecasting reported net sales growth of 2% to 5% and organic growth of 0% to 3%, adjusted EPS of $1.90 to $2.10, and an adjusted operating margin of 9.4% to 9.9%. It also announced a quarterly dividend of $.35 per share, payable September 16, 2025, and reorganized its geographic reporting into four regions starting in fiscal 2026. The filing's Item 2.02 incorporates a press release (Exhibit 99.1) as the substantive disclosure of these results, and the restructuring program under the Profit Recovery and Growth Plan now carries expected charges of $1.2 billion to $1.6 billion, with annual gross benefits of $0.8 billion to $1.0 billion.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Aug 1, 2025)

The Estée Lauder Companies Inc. filed this Item 2.05 disclosure to update its Restructuring Program, a component of its Profit Recovery and Growth Plan (PRGP) launched on November 1, 2023 to rebuild profit margins in fiscal years 2025 and 2026. The Company expanded the program in February 2025, and it now expects restructuring and other charges of $1,200 million to $1,600 million (before tax) in total. The Company expects to record cumulative charges of approximately $747 million (before tax) for initiatives approved from the program's inception through July 30, 2025, of which $623 million was approved through April 24, 2025 and $124 million from April 25 through July 30, 2025. The newly approved initiatives cover Value Chain Optimization, Enabling Function Re-Invention, and the Future of Brand-led Model, with the primary cost being employee severance from net workforce reductions. The Company also approved incremental costs for its Project Management Office. Of the $747 million cumulative charges, $583 million is recorded in operating expenses and $150 million is classified as other charges, while $539 million consists of employee-related costs. Apart from non-cash charges, the Company expects these charges to result in future cash expenditures funded by cash from operations. The Company stated that initiatives under the expanded program are to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027. It will file further disclosures for individually or collectively significant initiatives once it can make good-faith estimates of costs by type and future cash expenditures.

Estée Lauder Companies 8-K Report, Executive Changes (Jul 15, 2025)

The Estée Lauder Companies Inc. disclosed in a Current Report on Form 8-K filed July 15, 2025, that two directors will leave the Board. On July 9, 2025, Lynn Forester de Rothschild notified the Company that she will not stand for re-election as a Class II director at the 2025 Annual Meeting of Stockholders. She is expected to remain on the Board until that meeting, when her current term expires. She has served on the Board since 2000 and is a member of the Nominating and ESG Committee. On the same date, Angela Wei Dong, a Class III director since 2022 and a member of the Audit Committee, notified the Company that she will retire from the Board, effective the day before the 2025 Annual Meeting. The Company states that neither departure resulted from any disagreement with the Company on its operations, policies, or practices, and it thanked both directors for their service. The filing reports governance changes only. It contains no financial results, guidance, or financial figures. The filing's Item 9.01 section refers to exhibits, but the text provided does not describe them.

Estée Lauder Companies 8-K Report, Bylaw Amendment (May 23, 2025)

The Estée Lauder Companies Inc. filed a Form 8-K reporting that on May 22, 2025, its Board of Directors approved and adopted an amended and restated version of the Company's Amended and Restated Bylaws, effective that same date. The filing is governance-focused and reports no financial results or financial figures. The revised bylaws update procedures for stockholder business proposals and director nominations, including requirements tied to the universal proxy rule (Rule 14a-19). They add an exclusive Delaware forum selection provision and a federal forum selection provision for certain claims. They also make indemnification of agents permissive rather than mandatory, remove the standard-of-conduct requirement for advancing expenses to directors and officers, and clarify the Board's ability to appoint alternate committee members. The bylaws also remove references to the Executive Chairman position and establish a Chair of the Board, along with other conforming, ministerial, and technical changes intended to align with Delaware law. The full amended bylaws are attached as Exhibit 3.2, and the filing's Item 9.01 references exhibits.

Estée Lauder Companies 8-K Report, Financial Results (May 1, 2025)

The Estée Lauder Companies Inc. filed this Form 8-K on May 1, 2025 to furnish its press release (Exhibit 99.1) reporting results for the fiscal 2025 third quarter ended March 31, 2025, and including its estimates for fiscal 2025 full-year net sales and diluted net earnings (loss) per common share. Third-quarter net sales declined 10% to $3.55 billion (organic net sales down 9%), while gross margin rose to 75.0% from 71.9%. Operating income fell 42% to $306 million, and adjusted operating margin contracted to 11.4% from 14.1%, reflecting higher consumer-facing investments and sales volume deleverage. Diluted EPS was $0.44 versus $0.91 a year earlier, and adjusted diluted EPS was $0.65 versus $0.97. For the nine months ended March 31, 2025, the company reported a net loss of $587 million, driven largely by $861 million of goodwill and other intangible asset impairments and $159 million of talcum litigation settlement charges. Operating cash flow fell to $671 million from $1.47 billion, and capital expenditures decreased to $395 million from $702 million. The company guided to fiscal 2025 reported diluted EPS of ($1.89) to ($1.61) and adjusted EPS of $1.30 to $1.55, with management citing challenges in global travel retail and the Asia/Pacific region. The filing also expands the Profit Recovery and Growth Plan (PRGP) restructuring program, now expected to produce total restructuring and other charges of $1.2 billion to $1.6 billion before taxes and annual gross benefits of $0.8 billion to $1.0 billion. The company declared a quarterly dividend of $0.35 per share payable June 16, 2025.

Estée Lauder Companies 8-K/A Report, Executive Changes (Feb 25, 2025)

The Estée Lauder Companies Inc. filed this Amendment No. 1 on Form 8-K/A, dated February 25, 2025, to report a board change under Item 5.02. The filing states that Eric Zinterhofer was elected by the Board as a Class II director on January 9, 2025, as previously reported. On February 25, 2025, the Board appointed Mr. Zinterhofer to the Board's Compensation Committee. The same day, the Board reduced its size to fourteen members. The filing contains no financial results, operating metrics, or dollar figures, so it carries no direct financial performance information for investors. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document. The filing was signed by Rashida La Lande, Executive Vice President and General Counsel.

Estée Lauder Companies 8-K Report, Financial Results (Feb 4, 2025)

The Estée Lauder Companies Inc. reported fiscal 2025 second-quarter results for the period ended December 31, 2024, with net sales of $4.0 billion, down 6% (organic net sales also down 6%). Gross margin expanded to 76.1% from 73.0%, primarily from net benefits of the Profit Recovery and Growth Plan (PRGP). However, the company posted a GAAP operating loss of $580 million, or an operating margin of (14.5)%, driven by $861 million of goodwill and other intangible asset impairments and $181 million of restructuring and other charges. Diluted net loss per share was $1.64, compared with diluted earnings of $.87 a year earlier. Adjusted operating margin was 11.5%, down from 13.5%, and adjusted diluted earnings per share were $.62 versus $.88. The company expanded the PRGP and its restructuring program, now estimating restructuring and other charges of $1.2 billion to $1.6 billion before taxes, up from the previously expected $500 million to $700 million. Annual target gross benefits are now $800 million to $1.0 billion before taxes, and the net reduction in positions is now estimated at 5,800 to 7,000, versus 1,800 to 3,000 previously. The company tied these actions to its new 'Beauty Reimagined' strategic vision, aiming for a return to a double-digit operating margin over the next few years, and stated that the expanded program's initiatives will be substantially completed by the end of fiscal 2027. For the fiscal 2025 third quarter, the company provided only sales and EPS outlook, forecasting GAAP net sales growth of (12%) to (10%) and organic net sales growth of (10%) to (8%). It expects GAAP diluted EPS of $.04 to $.17 and adjusted EPS of $.20 to $.30. Management cited weak retail trends in Asia travel retail and subdued consumer sentiment in China and Korea, and said it expects continued volatility and low visibility in the near term. Operating cash flows for the six months fell to $387 million from $937 million, and the company declared a quarterly dividend of $.35 per share.

Estée Lauder Companies 8-K Report, Executive Changes (Jan 10, 2025)

On January 9, 2025, Ronald S. Lauder notified The Estée Lauder Companies Inc. that he will retire from its Board of Directors effective January 10, 2025. He had been a Class II director since 2016. The filing states that his retirement is not due to any disagreement with the Company on its operations, policies, or practices. He will remain Chairman of Clinique Laboratories LLC. The Board elected Eric Zinterhofer as a Class II director, effective upon Mr. Lauder's retirement, as Mr. Lauder's designee under the Stockholders' Agreement. Mr. Zinterhofer is a Founding Partner of Searchlight Capital Partners, L.P., a private equity firm, and previously was a senior partner at Apollo Management, L.P. from 1998 until May 2010. He will receive the non-employee director compensation described in the Company's Proxy Statement dated September 19, 2024. The filing discloses family relationships: he is the son-in-law of Mr. Lauder, the brother-in-law of current director Jane Lauder, and the husband of Aerin Lauder Zinterhofer, who has agreements with the Company described in the same Proxy Statement. The filing also describes the Stockholders' Agreement among certain Lauder family members and related entities and trusts. The parties collectively held shares with approximately 84% of the Company's voting power as of September 30, 2024. Under the agreement, Mr. Lauder designated Ms. Jane Lauder and Mr. Zinterhofer as directors, and the Company's Board leadership changes are therefore tied to the family's governance arrangement.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Dec 20, 2024)

The Estée Lauder Companies Inc. filed this Form 8-K/A under Item 2.05 (Costs Associated with Exit or Disposal Activities) to provide details on restructuring initiatives approved since October 25, 2024, under the Profit Recovery and Growth Plan (PRGP). The PRGP, launched November 1, 2023, is intended to progressively rebuild profit margins in fiscal years 2025 and 2026 by improving gross margin, lowering the cost base, reducing overhead, and increasing investment in consumer-facing activities. The company's Restructuring Program, announced February 5, 2024, is a two-year program with restructuring and other charges previously expected to total between $500 million and $700 million before tax. Since October 25, 2024, the company approved four additional initiatives: Go-to-Market Operating Model Acceleration, Value Chain Optimization, Future of Brand-led Model, and Enabling Function Re-Invention. These are expected to result in charges of approximately $122 million before tax, primarily employee severance from net workforce reductions, along with some asset write-offs. Cumulative charges approved through December 18, 2024 total $479 million, of which $366 million are restructuring charges and $103 million are other charges, with $366 million recorded in operating expenses across the period and $9 million in cost of sales and $1 million in sales returns. The company states that it will file further disclosures for initiatives that individually or collectively become significant, once it can estimate the amount or range of amounts by major cost type and future cash expenditures. Cumulative approved charges of $479 million remain within the previously disclosed $500 million to $700 million range, and the non-cash portion aside, the company expects future cash expenditures funded from operating cash flow.

Estée Lauder Companies 8-K Report, Executive Changes (Dec 4, 2024)

The Estée Lauder Companies Inc. disclosed in this Form 8-K that Richard D. Parsons notified the Company on December 3, 2024 that he will retire from its Board of Directors due to health reasons, effective immediately. Mr. Parsons, a Class II director, had served on the Board since 1999 and was a member of the Nominating and ESG Committee and the Compensation Committee. The filing is a governance notice rather than a financial disclosure. It does not state any financial results, guidance, or dollar figures. The Company said it is "tremendously grateful" for Mr. Parsons' insights and contributions during his tenure. Item 9.01 references exhibits, but the filing text itself does not contain them. For investors, the main takeaway is the immediate departure of a long-tenured director who sat on two board committees, which may require the Board to reassign committee seats. The filing does not indicate a replacement or any change in strategy.

Estée Lauder Companies 8-K Report, Executive Changes (Nov 13, 2024)

On November 8, 2024, The Estée Lauder Companies Inc. held its Annual Meeting of Stockholders and its stockholders approved amendments to the Amended and Restated Fiscal 2002 Share Incentive Plan (the Share Plan). The amendments increase the aggregate number of Class A Common Stock shares available for issuance under the Share Plan by 12,000,000, require a minimum 12-month earning/vesting period for Benefits (with a carve-out of up to 600,000 shares for stockholder-approved amendments, along with other exceptions), set double-trigger vesting as the default treatment upon a change in control unless benefits are not assumed or substituted or the plan committee determines otherwise, remove the individual annual share cap for participants other than non-employee directors, and extend the Share Plan term to November 8, 2034. The amended plan text is filed as Exhibit 10.1. At the same meeting, stockholders elected four Class I directors, Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez and Barry S. Sternlicht, to three-year terms ending at the 2027 Annual Meeting. Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2025, and approved, on an advisory basis, the compensation of the named executive officers. Votes against the advisory say-on-pay proposal totaled 97,539,821, with 1,318,895,954 votes for. For investors, the filing's most material items are the expanded share authorization and the governance changes to the Share Plan, which affect potential future equity dilution and change-in-control treatment of awards. The filing describes the Share Plan amendments and the voting results only; it does not describe financial results.

Estée Lauder Companies 8-K Report, Executive Changes (Nov 1, 2024)

The Estée Lauder Companies Inc. disclosed in this Form 8-K filed November 1, 2024 a planned leadership transition at the top of the company. On October 29, 2024, the Board appointed Stéphane de La Faverie, currently Executive Group President, as President and Chief Executive Officer effective January 1, 2025, and to the Board effective the same date. Fabrizio Freda will step down as President and CEO and resign from the Board at the end of the day on December 31, 2024, then serve as a Special Advisor until he retires on June 30, 2026, with a requirement to devote at least 20 percent of his time to that role. The filing also states that William P. Lauder will step down as Executive Chairman following the Annual Meeting of Stockholders on November 8, 2024, retire as an employee on March 1, 2025, and continue as Chair of the Board. Beginning March 1, 2025, he will receive an additional annual retainer of $225,000 for serving as Chair, in addition to standard non-employee director compensation. Compensation terms for the incoming CEO include an annual base salary of $1,500,000, an aggregate target bonus opportunity of $3,000,000 (prorated for fiscal 2025), a one-time cash payment of $25,000, and an annual equity-award target of no less than $10,000,000. Mr. Freda's base salary ($2,100,000) and target bonus ($5,775,000) remain unchanged during his Special Advisor Period, and he will receive a fiscal 2026 equity award target with a grant-date value of $12,500,000.

Estée Lauder Companies 8-K Report, Financial Results (Oct 31, 2024)

The Estée Lauder Companies Inc. reported fiscal 2025 first-quarter results (quarter ended September 30, 2024) in Exhibit 99.1, a press release furnished under Item 2.02. Net sales were $3.36 billion, down 4% from $3.52 billion, and organic net sales decreased 5%, driven mainly by weaker consumer sentiment in mainland China, low conversion rates in Asia travel retail and Hong Kong SAR, and lower replenishment orders. The company reported a net loss of $156 million, or $(.43) per diluted share, versus net earnings of $31 million ($.09) a year earlier, largely due to $159 million in talcum litigation settlement charges and $106 million of restructuring and other charges. Adjusted diluted EPS was $.14, up 33% as reported and up 7% in constant currency. The company withdrew its full-year fiscal 2025 outlook and issued only a second-quarter outlook, citing difficulty forecasting market stabilization in China and Asia travel retail and leadership changes. For the December 2024 quarter, it expects reported and organic net sales to decline 8% to 6%, reported diluted EPS of $.02 to $.19, and adjusted diluted EPS of $.20 to $.35. It also reduced its quarterly dividend to $.35 per share, declared payable December 16, 2024, to a more appropriate payout ratio. Stéphane de La Faverie is named as the next President and CEO effective January 1, 2025. Cash used for operating activities was $670 million, compared with $408 million a year earlier, and the company ended the quarter with $2.35 billion in cash and cash equivalents. Capital expenditures fell to $141 million from $295 million.

Estée Lauder Companies 8-K Report, Executive Changes (Aug 20, 2024)

The Estée Lauder Companies Inc. filed this Current Report on Form 8-K, dated August 19, 2024, to disclose a leadership change under Item 5.02. The filing states that Fabrizio Freda, President and Chief Executive Officer and a member of the Board of Directors, notified the Company of his intention to retire at the end of the fiscal year ending June 30, 2025. The filing notes that this had been previously announced by press release. For investors, the central point is a planned CEO transition with a defined timeline: Mr. Freda remains in his current roles through the fiscal year ending June 30, 2025, giving the Board a window to identify a successor. The filing does not name a successor, describe a search process, or disclose any compensation or separation arrangements, so those details are not available from this document. The filing contains no financial statements or operating results. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.

Estée Lauder Companies 8-K Report, Financial Results (Aug 19, 2024)

The Estée Lauder Companies Inc. reported fiscal 2024 full-year net sales of $15.61 billion, a decrease of 2% from $15.91 billion, with diluted net earnings per common share of $1.08, down 61% from $2.79. Adjusted diluted EPS was $2.59, a 25% decline (22% in constant currency), and the company said organic net sales returned to growth in the second half. The results were weighed down by ongoing softness in prestige beauty in mainland China and a decline in Asia travel retail, while the company also recorded $471 million of goodwill and other intangible asset impairments tied to Dr.Jart+ and a $124 million restructuring charge in the year. Fourth-quarter net sales rose 7% to $3.87 billion, but the company reported a net loss of $284 million, or $.79 per diluted share, including $582 million of restructuring, impairment and DECIEM-related charges. For fiscal 2025, the company forecasts reported and organic net sales between a decrease of 1% and an increase of 2%, reported diluted EPS of $2.52 to $2.76, and adjusted diluted EPS of $2.75 to $2.95 excluding restructuring charges. Management described the sales and profit outlook as disappointing, citing expected declines in mainland China and Asia travel retail, and expects a full-year adjusted operating margin of 11.0% to 11.5% supported by the Profit Recovery and Growth Plan, which the company says is on track to deliver $1.1 billion to $1.4 billion in operating profit net savings across fiscal 2025 and 2026. The filing furnishes Exhibit 99.1, the earnings press release, under Item 2.02. Cash flow from operations for fiscal 2024 was $2.36 billion, and the company completed its acquisition of DECIEM Beauty Group Inc. in May 2024 for $859 million.

Estée Lauder Companies 8-K/A Report, Exit or Disposal Costs (Jul 23, 2024)

The Estée Lauder Companies Inc. filed this Form 8-K/A under Item 2.05 (Costs Associated with Exit or Disposal Activities) to disclose additional initiatives approved under its Restructuring Program, which is part of the previously announced Profit Recovery and Growth Plan (formerly the Profit Recovery Plan). The Company previously indicated restructuring and other charges to implement the program are expected to total between $500 million and $700 million (before tax). This amendment covers initiatives approved after April 24, 2024, for which the Company expects to record approximately $137 million (before tax) in restructuring and other charges once the relevant accounting criteria are met, with the non-cash portion excluded from future cash expenditures funded from operating cash flow. Cumulative charges approved through July 19, 2024 total $233 million, comprising $96 million approved through April 24, 2024 and $46 million approved between July 1 and July 19, 2024 along with the $91 million approved from April 25 through June 30, 2024. Of the $233 million, $133 million is classified as restructuring charges (primarily employee-related costs of $116 million) and $90 million as other charges. The initiatives span value chain optimization, enabling function re-invention, a future brand-led model, and a go-to-market operating model that includes exiting unprofitable brands from specific markets and distribution channels, plus a Project Management Office. For investors, the filing shows the restructuring is moving from planning into execution, with workforce reductions and brand exits as the main drivers. The Company states it will file further disclosures for significant initiatives once it can make good-faith estimates of amounts by cost type and future cash expenditures.

Estée Lauder Companies 8-K Report, Executive Changes (Jul 23, 2024)

The Estée Lauder Companies Inc. announced in this Form 8-K that Akhil Shrivastava will become Executive Vice President and Chief Financial Officer effective November 1, 2024. He was appointed on July 11, 2024, and is currently Senior Vice President – Corporate Controller. He previously served as Senior Vice President and Corporate Treasurer from December 2020 through June 2024, and held finance roles in brand cluster groups and the Estée Lauder brand from 2019 onward. He joined the Company in August 2015. Shrivastava will succeed Tracey T. Travis, who announced her intention to retire on June 30, 2025, in a July 11, 2024 press release and a July 16, 2024 Form 8-K. Effective November 1, 2024, Travis will become Executive Vice President, Senior Adviser. The transition gives investors a defined handover period, since Travis remains with the Company in an advisory role after the CFO change. Under his employment agreement dated July 23, 2024, Shrivastava will be an employee-at-will. His base salary will be set at an annual rate of $900,000, with an aggregate target bonus opportunity of $1,000,000, both pro-rated for the portion of the year in his new role. The recommended fiscal 2025 annual equity-award target is valued at $1,900,000 before application of his individual performance percentage. The agreement's termination provisions are substantially the same as those for the Company's other named executive officers, as described in its September 28, 2023 proxy statement.

Estée Lauder Companies 8-K Report, Executive Changes (Jul 16, 2024)

The Estée Lauder Companies Inc. filed this Form 8-K to report that Tracey T. Travis, Executive Vice President and Chief Financial Officer, notified the Company of her decision to retire effective June 30, 2025. The filing states that the departure was previously announced by press release on July 11, 2024, the date of the earliest event reported. The filing is limited to this leadership transition under Item 5.02(b). It does not disclose a successor, compensation arrangements, or any financial results. Item 9.01 lists only the Inline XBRL cover page interactive data file as an exhibit, so no financial statements are included. For investors, the key takeaway is the planned exit of the CFO roughly eleven months after the notice. The filing does not state who will succeed her or how the transition will be handled.

Estée Lauder Companies 8-K Report, Material Agreement (Jun 7, 2024)

The Estée Lauder Companies Inc. entered into a new senior unsecured credit agreement on June 7, 2024 with JPMorgan Chase Bank, N.A. as administrative agent, among the Company, its Eligible Subsidiaries, and a group of lenders. The agreement provides a 5-year revolving credit facility of $2.5 billion, fully undrawn and available at signing, for general corporate purposes. The facility commenced on June 7, 2024 and expires June 7, 2029, unless extended for up to two additional years under the agreement's terms. The new facility replaced, and is substantially similar to, the Company's $2.5 billion revolving credit facility entered into on October 22, 2021, which the Company terminated on the same date. No loans were outstanding under the prior facility at the time of replacement. Up to the equivalent of $750 million of the new facility is available for multicurrency loans in Pounds Sterling, Euros, Japanese Yen and Swiss Francs, with up to $150 million available for letters of credit. The Company may increase the facility by up to $500 million at its election, and the Company will guarantee the obligations of the Borrowers other than itself. The agreement includes customary affirmative and negative covenants, such as limitations on consolidations, mergers, asset sales, liens, and subsidiary debt, along with customary events of default, including change of control and insolvency-related defaults. Certain lenders and their affiliates have other financial relationships with the Company, including cash management, commercial banking, and derivative arrangements. The filing also reports the related Item 2.03 disclosure, which is incorporated from Item 1.01.

Estée Lauder Companies 8-K Report, Corporate Update (Jun 3, 2024)

The Estée Lauder Companies Inc. filed this Form 8-K under Item 8.01 (Other Events) to report that it has completed its acquisition of Deciem Beauty Group Inc. (DECIEM), the Canadian-based multi-brand company. According to the attached press release (Exhibit 99.1), ELC first invested in DECIEM in 2017, increased its stake to become majority owner in 2021, and then exercised its option to purchase the remaining interests after a three-year period. The remaining interests were closed on May 31, 2024, using cash on hand for an estimated $860 million. The total investment, net of cash, approximated $1.7 billion across the three tranches, and these amounts remain subject to post-closing adjustments under the agreement. DECIEM's flagship brand, The Ordinary, is described as ranking top two in prestige skin care in its home markets of Canada and the U.S. and top four in France, Germany, and the U.K. during the quarter ended March 31, 2024. The company also includes NIOD, a tech-led skin science brand, and AVESTAN, a fragrance brand. The press release places The Ordinary in ELC's tier of scaling brands, each with net sales between $500 million and $1 billion, and says DECIEM will expand ELC's skin care portfolio and reach more global consumers, particularly millennial and Gen Z shoppers. For investors, the filing is primarily a disclosure of a completed acquisition with a stated total investment of approximately $1.7 billion net of cash, which is the key financial figure. The press release emphasizes strategic expansion in skin care and points to operational efficiencies and profitability gains achieved under ELC's prior partnership, though it does not quantify expected financial contributions. Forward-looking statements carry the usual risks, including integration of the DECIEM business and execution of its long-term strategic plan.

Estée Lauder Companies 8-K Report, Financial Results (May 1, 2024)

The Estée Lauder Companies Inc. (NYSE: EL) reported fiscal 2024 third-quarter results for the quarter ended March 31, 2024, in a press release furnished as Exhibit 99.1. Net sales were $3.94 billion, up 5% from $3.75 billion, with organic net sales up 6%, led by double-digit growth in EMEA on stronger Asia travel retail shipments. Reported net earnings attributable to the company were $330 million, and diluted EPS rose to $.91 from $.43; adjusted diluted EPS was $.97 versus $.47 in the prior-year period. Reported operating income increased 79% to $531 million. For the full fiscal year 2024, the company is reducing its organic net sales outlook to a decline of 2% to 1%, while increasing and tightening its adjusted diluted EPS range to $2.14 to $2.24, a decrease of 38% to 35% versus fiscal 2023 as reported in the filing. Management said it is maintaining its adjusted full-year operating margin outlook and expects the second half of fiscal 2024 to be an inflection point, with accelerating organic sales growth in the fourth quarter. The company also outlined its Profit Recovery Plan, targeting $1.1 billion to $1.4 billion of incremental operating profit in fiscal 2025 and 2026, and a two-year restructuring program with total charges of $500 million to $700 million. Nine-month results were weaker, with net sales of $11.74 billion, down 5%, and net earnings of $674 million, down 35%. Operating cash flow improved to $1.47 billion from $1.02 billion, mainly on lower inventory. The company cited macroeconomic headwinds, including softness in prestige beauty in mainland China and geopolitical volatility, as key risks to its outlook.

Estée Lauder Companies 8-K Report, Material Agreement (Feb 14, 2024)

On February 14, 2024, The Estée Lauder Companies Inc. completed a public offering of $650,000,000 aggregate principal amount of 5.000% Senior Notes due 2034 under its automatic shelf registration statement on Form S-3. The notes are senior unsecured obligations that rank equally with the company's other senior unsecured indebtedness. Interest is payable semi-annually on February 14 and August 14, beginning August 14, 2024. The notes are redeemable at the company's option, with a make-whole premium before November 14, 2033, and at 100% of principal plus accrued interest on or after that date. Upon a Change of Control Repurchase Event, the company must offer to repurchase the notes at 101% of principal. The company sold the notes to the underwriters at 99.239% of principal, and the underwriters offered them to the public at 99.689%. The underwriters were BofA Securities, Goldman Sachs & Co. LLC and MUFG Securities Americas Inc., as representatives. The notes were issued under a 1999 indenture with U.S. Bank Trust National Association as trustee, and the filing includes customary covenants limiting mergers and asset sales, secured indebtedness and sale-leaseback transactions. In the accompanying press release, the company stated that it intends to use the net proceeds for general corporate purposes, which may include funding a portion of the purchase price to acquire the remaining interest in DECIEM, operating expenses, working capital, capital expenditures, and redemption or repayment of short-term or long-term borrowings, including commercial paper as it matures.

Estée Lauder Companies 8-K Report, Financial Results (Feb 5, 2024)

The Estée Lauder Companies Inc. reported fiscal 2024 second-quarter results for the quarter ended December 31, 2023, with net sales of $4.28 billion, down 7% from $4.62 billion, and an organic net sales decline of 8%. Reported net earnings attributable to the Company were $313 million, compared with $394 million a year earlier, and diluted EPS was $.87 versus $1.09. Adjusted diluted EPS declined to $.88 from $1.54 in the prior-year period. The Company attributed the sales decline primarily to challenges in Asia travel retail and softness in mainland China prestige beauty, and cited a higher effective tax rate of 37.6%. The company revised its fiscal 2024 outlook, narrowing the net sales range to a decrease of 1% to an increase of 1% and lowering its adjusted diluted EPS range to $2.08 to $2.23, reflecting a higher expected tax rate. It also announced a restructuring program as part of an expanded Profit Recovery Plan for fiscal 2025 and 2026. The program is expected to involve a net reduction of roughly 1,800 to 3,000 positions (about 3-5% of positions), with restructuring and other charges of $500 million to $700 million before taxes and annual gross benefits of $350 million to $500 million. The Company now expects incremental operating profit from the Profit Recovery Plan of $1.1 billion to $1.4 billion, up from $800 million to $1 billion previously communicated. The Company stated that its restructuring cost analysis is preliminary, and it has not yet determined the amount or range of costs by major type; it will file an amendment to this report once those amounts are determined.

Estée Lauder Companies 8-K Report, Shareholder Vote Results (Nov 21, 2023)

The Estée Lauder Companies Inc. filed this Current Report on Form 8-K to report the results of its Annual Meeting of Stockholders held on November 17, 2023. Stockholders elected five Class III directors, namely Charlene Barshefsky, Angela Wei Dong, Fabrizio Freda, Gary M. Lauder, and Jane Lauder, each to a term of three years ending at the 2026 Annual Meeting. The filing also lists the continuing Class I and Class II directors. Stockholders ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2024, with 1,451,927,876 votes for and 2,335,397 against. Stockholders also approved, on an advisory basis, the compensation paid to the named executive officers, with 1,318,781,590 votes for and 120,291,814 against. On the frequency of future say-on-pay votes, the most votes (1,436,849,777) favored an annual advisory vote, and the Company determined that the advisory vote on executive compensation will be held every year until the next required frequency vote. The filing contains no financial statements; its only exhibit is the Inline XBRL cover page (Exhibit 104).

Estée Lauder Companies 8-K Report, Financial Results (Nov 1, 2023)

The Estée Lauder Companies Inc. reported fiscal 2024 first-quarter results (quarter ended September 30, 2023) with net sales of $3.52 billion, down 10% from $3.93 billion, and organic net sales down 11%. The decline was driven mainly by Asia travel retail, where the Company and its retailers reset inventory levels, and by a slower-than-expected recovery of prestige beauty in mainland China. Reported net earnings were $31 million, or $.09 per diluted share, versus $1.35 a year earlier. Adjusted diluted EPS was $.11 (or $.12 in constant currency), and the cybersecurity incident disclosed in July 2023 reduced first-quarter EPS by $.08. Operating income was $98 million, down 85%. Management lowered its fiscal 2024 outlook, citing slower prestige beauty growth in Asia travel retail and mainland China and risks of business disruption in Israel and the Middle East. Full-year reported net sales are now forecast to range from a decrease of 2% to an increase of 1%, and reported diluted EPS from $2.08 to $2.35. The Company expects a return to net sales growth in the second half of fiscal 2024 and progressive operating margin improvement, and it accelerated and expanded its profit recovery plan, which it expects to deliver $800 million to $1 billion of incremental operating profit, with the majority benefiting fiscal 2025. Balance sheet and cash flow data show cash and cash equivalents of $3.09 billion at September 30, 2023, operating cash outflow of $408 million, and capital expenditures of $295 million, largely due to timing of payments for the manufacturing facility in Japan. Dividends paid were $239 million in the release.

Estée Lauder Companies 8-K Report, Executive Changes (Aug 24, 2023)

The Estée Lauder Companies Inc. disclosed in this Form 8-K, dated August 24, 2023, that Leonard A. Lauder and Wei Sun Christianson, both long-serving directors, have notified the Company that they will not stand for re-election as Class III directors at the 2023 Annual Meeting of Stockholders on November 17, 2023. Both are expected to remain on the Board until that meeting, when their terms expire. The filing states that their decisions are not due to any disagreement with the Company on its operations, policies, or practices. Mr. Lauder has served on the Board since 1958 and Ms. Christianson since 2011. The Board has nominated Gary M. Lauder, a son of Mr. L. Lauder and brother of William P. Lauder, Executive Chairman, to stand for election as a Class III director at the 2023 Annual Meeting as Mr. L. Lauder's designee under the Stockholders' Agreement. Gary M. Lauder is Managing Director of Lauder Partners LLC, a Silicon Valley-based venture capital firm, and has been a venture capitalist since 1985. The filing notes that parties to the Stockholders' Agreement collectively hold shares with approximately 83% of the Company's voting power as of August 11, 2023. Effective November 17, 2023, the Board size will decrease from sixteen to fifteen directors, and the size of Class III will decrease from six to five directors. The filing also includes the Cover Page Interactive Data File (Exhibit 104).

Estée Lauder Companies 8-K Report, Financial Results (Aug 18, 2023)

The Estée Lauder Companies Inc. reported fiscal 2023 results for the year ended June 30, 2023, with net sales of $15.91 billion, down 10% from $17.74 billion, and organic net sales down 6%, driven primarily by Asia travel retail in Hainan and Korea. Reported diluted net earnings per common share were $2.79, compared with $6.55 in the prior year, and adjusted diluted EPS was $3.46, a 49% decrease in constant currency. Total reported operating income was $1.51 billion versus $3.17 billion a year earlier, and the company returned to reported net sales growth of 1% in the fourth quarter, with organic growth of 4%. The fourth quarter also showed a net loss of $33 million, or $.09 per diluted share. Management guided fiscal 2024 to reported net sales growth of 5% to 7% and organic net sales growth of 6% to 8%, with reported diluted EPS projected between $3.43 and $3.70. For the first quarter of fiscal 2024, the company forecasts reported and organic net sales to decline 10% to 12%, with reported diluted EPS between ($.34) and ($.23). The company also declared a quarterly dividend of $.66 per share payable September 15, 2023, and noted that its share repurchase program remains suspended as it focuses on deleveraging after the TOM FORD acquisition. Cash flow from operations was $1.73 billion for the year, down from $3.04 billion, and the filing discloses a cybersecurity incident that the company believes is contained, with an expected dilutive impact of approximately $.07 per share for fiscal 2024.

Estée Lauder Companies 8-K Report, Corporate Update (Jul 19, 2023)

The Estée Lauder Companies Inc. (NYSE: EL) filed this Form 8-K to disclose a cybersecurity incident. In a press release dated July 18, 2023, attached as Exhibit 99.1, the company stated that an unauthorized third party has gained access to some of its systems. After becoming aware of the incident, the company proactively took down some of its systems, began an investigation with third-party cybersecurity experts, and is coordinating with law enforcement. Based on the current status of the investigation, the company believes the unauthorized party obtained some data from its systems, and it is working to understand the nature and scope of that data. The company is implementing measures to secure its business operations and is focused on remediation, including efforts to restore impacted systems and services. The incident has caused, and is expected to continue to cause, disruption to parts of the company's business operations. The filing does not quantify the financial impact of the incident. The press release's forward-looking statements flag risks including the extent of the incident that may be uncovered during the investigation, the company's ability to assess and remedy it, and the length and scope of business disruptions.

Estée Lauder Companies 8-K Report, Material Agreement (May 12, 2023)

The Estée Lauder Companies Inc. completed a public offering on May 12, 2023 of $2.0 billion in senior unsecured notes across three tranches: $700 million of 4.375% Senior Notes due May 15, 2028, $700 million of 4.650% Senior Notes due May 15, 2033, and $600 million of 5.150% Senior Notes due May 15, 2053. The notes were sold under an automatic shelf registration statement on Form S-3 filed May 20, 2021, and were issued under a 1999 indenture with U.S. Bank Trust National Association, as successor trustee. Interest is payable semi-annually on May 15 and November 15, beginning November 15, 2023. The notes rank equally with the company's other senior unsecured indebtedness and carry customary covenants limiting mergers, consolidations and asset sales, liens securing indebtedness, and sale and leaseback transactions. Upon a Change of Control Repurchase Event, the company must offer to repurchase the notes at 101% of principal. Each series may be redeemed at any time before its applicable par-call date with a make-whole premium, and at 100% of principal plus accrued interest on or after the par-call date (April 15, 2028, February 15, 2033, and November 15, 2052, respectively). Pricing was set at 99.547% of principal for the 2028 Notes, 99.447% for the 2033 Notes and 98.580% for the 2053 Notes, with the underwriters offering them to the public at 99.897%, 99.897% and 99.455%, respectively. According to the accompanying press release, net proceeds are intended for general corporate purposes, including repayment of short-term or long-term borrowings and outstanding commercial paper.

Estée Lauder Companies 8-K Report, Financial Results (May 3, 2023)

The Estée Lauder Companies Inc. reported fiscal 2023 third-quarter results for the quarter ended March 31, 2023. Net sales were $3.75 billion, down 12% from $4.25 billion in the prior-year period, with organic net sales down 8%. Diluted net earnings per share were $.43, versus $1.53 a year earlier, and adjusted diluted EPS was $.47, a 75% decline. Management said Asia travel retail, particularly in Hainan and Korea, recovered more slowly than expected, while nearly all other markets grew ahead of expectations. The Fragrance category grew double digits, and The Americas and Asia/Pacific each returned to organic sales growth. The company lowered its fiscal 2023 outlook. Reported net sales are now forecast to decrease 12% to 10%, organic net sales to decrease 7% to 5%, and reported diluted EPS to be between $2.62 and $2.76, with adjusted diluted EPS between $3.29 and $3.39. The effective tax rate for the full year is expected to rise to approximately 27%. The company also declared a quarterly dividend of $.66 per share, payable June 15, 2023. The filing also reports two developments. On April 28, 2023, the company completed its acquisition of the TOM FORD brand for approximately $2.25 billion at closing, with an additional $300 million in deferred payments due from July 2025. Management expects the acquisition to be $.03 to $.04 dilutive to full-year diluted EPS. In the nine months ended March 31, 2023, the company recorded $207 million of intangible asset impairments, including charges tied to Dr.Jart+ and Too Faced, and cash and cash equivalents stood at $5.53 billion at quarter-end.

Estée Lauder Companies 8-K Report, Financial Results (Feb 2, 2023)

The Estée Lauder Companies Inc. (NYSE: EL) reported results for its fiscal 2023 second quarter ended December 31, 2022, in a press release furnished as Exhibit 99.1. Net sales were $4.62 billion, down 17% from $5.54 billion in the prior-year period, with organic net sales down 11%. Diluted net earnings per share were $1.09, down 63% from $2.97, while adjusted diluted EPS was $1.54, down 49% (down 44% in constant currency). The decline was driven mainly by COVID-related impacts in Asia travel retail, Hainan and mainland China, and softer replenishment orders in the United States. Results also included $207 million of other intangible asset impairments related to Dr.Jart+, Too Faced and Smashbox. The company lowered its fiscal 2023 outlook. For the full year, reported net sales are forecast to decrease between 7% and 5%, and reported diluted EPS is projected at $4.25 to $4.44, with adjusted constant-currency EPS expected to decrease between 29% and 27%. For the third quarter, reported net sales are forecast to decrease between 14% and 12%, and reported diluted EPS between $0.32 and $0.43. Management expects a return to growth in Asia travel retail and mainland China to shift to the fourth quarter. Separately, the Board declared a quarterly dividend of $0.66 per share, payable March 15, 2023. For the six months ended December 31, 2022, net sales were $8.55 billion, down 14%, and diluted EPS was $2.45, down from $4.85. Operating cash flow was $0.75 billion, compared with $1.85 billion a year earlier, and cash and cash equivalents were $3.73 billion. The company also noted the pending acquisition of the TOM FORD brand, expected to close in the fiscal 2023 fourth quarter.

Estée Lauder Companies 8-K Report, Shareholder Vote Results (Nov 23, 2022)

The Estée Lauder Companies Inc. held its Annual Meeting of Stockholders on November 18, 2022, and this Form 8-K reports the voting results on three proposals. Under the company's dual-class structure, each Class A share carried one vote and each Class B share carried ten votes, and the results shown combine both classes. Stockholders elected six nominees as Class II Directors to serve until the 2025 Annual Meeting: Ronald S. Lauder, William P. Lauder, Richard D. Parsons, Lynn Forester de Rothschild, Jennifer Tejada, and Richard F. Zannino. Ronald S. Lauder received 1,428,429,359 votes for and 19,179,692 withheld, while William P. Lauder received 1,364,911,462 for and 82,697,589 withheld. Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2023, with 1,457,379,675 votes for, 1,022,753 against, and 276,385 abstentions. On an advisory basis, stockholders approved the compensation paid to the named executive officers, with 1,369,942,644 votes for, 77,110,054 against, and 556,353 abstentions. The filing reports 11,069,762 broker non-votes on the director election and the say-on-pay proposal. The filing contains no financial statements, and its only exhibit is the Inline XBRL cover page (Exhibit 104).