Amendment: Estee Lauder Companies Inc. filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities, Financial Statements and Exhibits
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Package Goods/Cosmetics
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K/A
Amendment No. 4
CURRENT REPORT
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Item 2.05 Costs Associated with Exit or Disposal Activities.
As announced on November 1, 2023, The Estée Lauder Companies Inc. (the "Company") launched the Profit Recovery and Growth Plan ("PRGP") to help progressively rebuild its profit margins in fiscal years 2025 and 2026.
As a component of the PRGP, on February 5, 2024, the Company announced a two-year restructuring program and filed a Current Report on Form 8-K. The Company committed to this course of action on February 1, 2024.
At that time, the restructuring program was expected to result in restructuring and other charges totaling between $500 million and $700 million (before tax), and the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the restructuring program.
After reviewing additional potential initiatives and the progress of previously approved initiatives, on February 3, 2025, the Company committed to the expansion of the PRGP, including an expansion of the restructuring program and filed a Current Report on Form 8-K on February 4, 2025.
The expanded component of the restructuring program began during the Company’s fiscal 2025 third quarter. The focus of the overall expanded restructuring program (collectively the “Restructuring Program”) includes (i) reorganization and rightsizing of certain areas, (ii) simplification and acceleration of processes, (iii) outsourcing of select services and (iv) evolution of go-to-market footprint and selling models. Cumulative initiatives under the Restructuring Program are expected to be approved by the end of fiscal 2026 and substantially completed by the end of fiscal 2027.
The Restructuring Program includes a number of initiatives, and the Company estimates that restructuring and other charges to implement those initiatives are expected to total between $1,200 million and $1,600 million (before tax). At the time the Company filed the Current Report on Form 8-K on February 4, 2025, the Company was unable to make a determination of the estimated amount or range of amounts to be incurred by major cost type and future cash expenditures pursuant to the Restructuring Program.
Since the initial Current Report on Form 8-K filed on February 5, 2024, the Company has disclosed information about specific initiatives approved under the Restructuring Program, including most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed on October 30, 2025, which provided information about specific initiatives approved cumulatively through October 26, 2025. The Company is filing this Form 8-K/A to provide details about specific initiatives approved since that date.
Subsequent to October 26, 2025, the Company approved initiatives under the Restructuring Program to drive future sales growth and productivity to rebuild gross and operating margin profitability, primarily relating to the following:
•Enterprise Business Services – The Company approved an initiative to transform its global operating model through the (i) consolidation of certain service providers, (ii) expansion of outsourced services, and (iii) redesign and standardization of the related end-to-end business processes, leveraging advanced technology to improve productivity. These actions will primarily result in other charges, including professional services related to the design, implementation and execution of the initiative. These charges include transition and transformation support, process design, and costs to support the global project management office for this initiative. These actions will also result in employee severance through a net reduction in workforce and contract termination charges.
Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $1,137 million (before tax) in connection with initiatives approved since inception of the Restructuring Program through November 29, 2025, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.
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Of the $1,200 million to $1,600 million restructuring and other charges expected to be incurred in connection with the Restructuring Program, total cumulative charges approved by the Company through November 29, 2025 were:
| Sales Returns (included in Net Sales) | Cost of Sales | Operating Expenses | Total | |||||||||||||||||||||||||||||
| (In millions) | Restructuring Charges | Other Charges | ||||||||||||||||||||||||||||||
| Approval Period | ||||||||||||||||||||||||||||||||
Cumulative charges approved through October 26, 2025 | $ | 4 | $ | 10 | $ | 683 | $ | 155 | $ | 852 | ||||||||||||||||||||||
October 27, 2025 - November 29, 2025 | — | — | 98 | 187 | 285 | |||||||||||||||||||||||||||
Cumulative charges approved through November 29, 2025 | $ | 4 | $ | 10 | $ | 781 | $ | 342 | $ | 1,137 | ||||||||||||||||||||||
Included in the above table, cumulative restructuring charges for initiatives approved by the Company through November 29, 2025 were:
| (In millions) | Employee- Related Costs | Asset- Related Costs | Contract Terminations | Other Exit Costs | Total | |||||||||||||||||||||||||||
| Approval Period | ||||||||||||||||||||||||||||||||
Cumulative charges approved through October 26, 2025 | $ | 599 | $ | 53 | $ | 4 | $ | 27 | $ | 683 | ||||||||||||||||||||||
October 27, 2025 - November 29, 2025 | 75 | — | 22 | 1 | 98 | |||||||||||||||||||||||||||
Cumulative charges approved through November 29, 2025 | $ | 674 | $ | 53 | $ | 26 | $ | 28 | $ | 781 | ||||||||||||||||||||||
The Company will continue to file additional disclosures in connection with initiatives associated with the Restructuring Program that individually or collectively are determined to be significant. Such disclosures would be filed after the Company is able to make good faith determinations of the estimated amount or range of amounts by each major type of cost and future cash expenditures relating to such initiatives.
The forward-looking statements contained herein, including those relating to our expectations regarding restructuring and other charges, involve risks and uncertainties. Factors that could cause actual results to differ materially from those forward-looking statements include current economic and other conditions in the global marketplace, actions by retailers and consumers, competition, the Company’s ability to successfully implement its long-term strategic plan and those factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ESTÉE LAUDER COMPANIES INC. | |||||||||||
| Date: | December 1, 2025 | By: | /s/ Akhil Shrivastava | ||||||||
Akhil Shrivastava | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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