Item 1. Financial Statements
Item 1. Financial Statements.
THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(Unaudited)
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions, except per share data) 2026 2025 2026 2025
Net sales
$ 3,712 $ 3,550 $ 11,422 $ 10,915
Cost of sales
876 889 2,797 2,774
Gross profit
2,836 2,661 8,625 8,141
Operating expenses
Selling, general and administrative
2,279 2,258 7,202 7,141
Restructuring and other charges
224 97 520 375
Securities class action litigation settlement 84 — 84 —
Impairment of goodwill and other intangible assets — — — 861
Talcum litigation settlement agreements
— — — 159
Total operating expenses
2,587 2,355 7,806 8,536
Operating income (loss)
249 306 819 ( 395 )
Interest expense 82 87 253 269
Interest income and investment income, net 15 27 66 85
Other components of net periodic benefit cost 3 5 11 10
Earnings (loss) before income taxes
179 241 621 ( 589 )
Provision (benefit) for income taxes
90 82 323 ( 2 )
Net earnings (loss)
$ 89 $ 159 $ 298 $ ( 587 )
Net earnings (loss) per common share
Basic
$ .25 $ .44 $ .82 $ ( 1.63 )
Diluted
$ .24 $ .44 $ .82 $ ( 1.63 )
Weighted average common shares outstanding
Basic
362.7 360.3 362.0 359.9
Diluted
365.4 361.4 364.5 359.9
See notes to consolidated financial statements.
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THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
Net earnings (loss)
$ 89 $ 159 $ 298 $ ( 587 )
Other comprehensive (loss) income:
Net cash flow hedge
15 ( 24 ) 39 ( 26 )
Cross-currency swap contract - fair value hedge
( 3 ) 7 2 14
Retirement plan and other retiree benefit adjustments 3 3 10 7
Translation adjustments ( 87 ) 68 ( 58 ) ( 133 )
Income tax effect on components of other comprehensive (loss) income
( 4 ) 14 ( 22 ) 5
Total other comprehensive (loss) income, net of tax
( 76 ) 68 ( 29 ) ( 133 )
Comprehensive income (loss)
$ 13 $ 227 $ 269 $ ( 720 )
See notes to consolidated financial statements.
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THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share and per share data) March 31, 2026 June 30, 2025
ASSETS
Current assets
Cash and cash equivalents $ 3,126 $ 2,921
Accounts receivable, net 1,746 1,530
Inventory and promotional merchandise 1,917 2,074
Prepaid expenses and other current assets 707 544
Total current assets 7,496 7,069
Property, plant and equipment, net 2,845 3,172
Other assets
Operating lease right-of-use assets 1,786 1,952
Goodwill 2,116 2,135
Other intangible assets, net 3,635 3,759
Other assets 1,786 1,805
Total other assets 9,323 9,651
Total assets $ 19,664 $ 19,892
LIABILITIES AND EQUITY
Current liabilities
Current debt $ 502 $ 3
Accounts payable 1,324 1,497
Operating lease liabilities 401 406
Other accrued liabilities 3,684 3,529
Total current liabilities 5,911 5,435
Noncurrent liabilities
Long-term debt 6,810 7,314
Long-term operating lease liabilities 1,587 1,744
Other noncurrent liabilities 1,363 1,534
Total noncurrent liabilities 9,760 10,592
Commitments and contingencies
Equity
Common stock, $ .01 par value; Class A shares authorized: 1,300,000,000 at March 31, 2026 and June 30, 2025; shares issued: 486,253,355 at March 31, 2026 and 472,541,563 at June 30, 2025; Class B shares authorized: 304,000,000 at March 31, 2026 and June 30, 2025; shares issued and outstanding: 114,507,344 at March 31, 2026 and 125,542,029 at June 30, 2025
6 6
Paid-in capital 7,324 7,012
Retained earnings 11,585 11,672
Accumulated other comprehensive loss ( 1,156 ) ( 1,127 )
17,759 17,563
Less: Treasury stock, at cost; 238,965,784 Class A shares at March 31, 2026 and 238,316,738 Class A shares at June 30, 2025
( 13,766 ) ( 13,698 )
Total equity 3,993 3,865
Total liabilities and equity
$ 19,664 $ 19,892
See notes to consolidated financial statements.
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THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31,
(In millions) 2026 2025
Cash flows from operating activities
Net earnings (loss)
$ 298 $ ( 587 )
Adjustments to reconcile net earnings (loss) to net cash flows from operating activities:
Depreciation and amortization 598 619
Deferred income taxes ( 22 ) ( 334 )
Non-cash stock-based compensation 254 255
Net loss on disposal of property, plant and equipment 10 5
Non-cash restructuring and other charges 42 17
Pension and post-retirement benefit expense 58 58
Pension and post-retirement benefit contributions ( 54 ) ( 69 )
Impairment of goodwill and other intangible assets — 861
Other adjustments and non-cash items
3 11
Changes in operating assets and liabilities:
Increase in accounts receivable, net
( 228 ) ( 77 )
Decrease in inventory and promotional merchandise 135 215
Increase in other assets, net
( 104 ) ( 33 )
Decrease in accounts payable ( 168 ) ( 230 )
Increase (decrease) in other accrued and noncurrent liabilities
391 ( 19 )
Decrease in operating lease assets and liabilities, net
( 16 ) ( 21 )
Net cash flows provided by operating activities 1,197 671
Cash flows from investing activities
Capital expenditures ( 306 ) ( 395 )
Proceeds from sale of property, plant and equipment
— 3
Proceeds from property, plant and equipment insurance recoveries 10 —
Purchases of investments — ( 1 )
Proceeds from the disposition of investments 3 —
Settlement of net investment hedges ( 11 ) ( 15 )
Net cash flows used for investing activities ( 304 ) ( 408 )
Cash flows from financing activities
Repayments of long-term debt
( 3 ) ( 503 )
Payment of deferred consideration
( 300 ) —
Settlement of cross-currency swaps
19 20
Net proceeds from stock-based compensation transactions 53 15
Dividends paid to stockholders ( 381 ) ( 492 )
Payments to acquire treasury stock ( 70 ) ( 35 )
Payment for acquisition of noncontrolling interest
— ( 21 )
Net cash flows used for financing activities
( 682 ) ( 1,016 )
Effect of exchange rate changes on Cash and cash equivalents ( 6 ) ( 11 )
Net increase (decrease) in Cash and cash equivalents 205 ( 764 )
Cash and cash equivalents at beginning of period 2,921 3,395
Cash and cash equivalents at end of period $ 3,126 $ 2,631
See notes to consolidated financial statements.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include the accounts of The Estée Lauder Companies Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated.
The unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP in annual financial statements. The unaudited interim consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Certain prior-year amounts in the notes to the consolidated financial statements have been reclassified to conform to current-year presentation.
Management Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Descriptions of the Company’s significant accounting policies are discussed in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Management evaluates the related estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, as relevant, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the consolidated financial statements in future periods.
Currency Translation and Transactions
All assets and liabilities of foreign subsidiaries and affiliates are translated at period-end rates of exchange, while revenue and expenses are translated at monthly average rates of exchange for the period. Unrealized translation (losses) gains, net of tax, reported as translation adjustments through other comprehensive (loss) income (“OCI”) were $( 88 ) million and $ 78 million, net of tax, for the three months ended March 31, 2026 and 2025, respectively, and $( 68 ) million and $( 130 ) million, net of tax, for the nine months ended March 31, 2026 and 2025, respectively. For the Company’s subsidiaries operating in highly inflationary economies, the U.S. dollar is the functional currency, and these subsidiaries are not material to the Company's consolidated financial statements or liquidity as of and for the three and nine months ended March 31, 2026 and 2025. Remeasurement adjustments in financial statements in a highly inflationary economy and other transactional gains and losses are reflected in earnings.
The Company enters into foreign currency forward contracts to hedge foreign currency transactions for periods consistent with its identified exposures. The Company also uses cross-currency swap contracts to hedge the impact of foreign currency changes on certain intercompany foreign currency denominated debt. Additionally, the Company enters into foreign currency forward contracts and cross-currency swap contracts to hedge a portion of its net investment in certain foreign operations, which are designated as net investment hedges. See Note 4 – Derivative Financial Instruments for further discussion . The Company categorizes these instruments as entered into for purposes other than trading.
The accompanying consolidated statements of earnings (loss) include net exchange (losses) gains on foreign currency transactions of $( 10 ) million and $ 11 million for the three months ended March 31, 2026 and 2025, respectively, and $( 15 ) million and $ 55 million for the nine months ended March 31, 2026 and 2025, respectively.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk
The Company is a worldwide manufacturer, marketer and seller of skin care, makeup, fragrance and hair care products. The Company’s sales subject to credit risk are made primarily to department stores, duty-free retailers, specialty-multi retailers, online pure players, perfumeries and pharmacies, and salons and spas. The Company grants credit to qualified customers. While the Company does not believe it is exposed significantly to any undue concentration of credit risk at this time, it continues to monitor its customers' abilities, individually and collectively, to make timely payments.
Inventory and Promotional Merchandise
Inventory and promotional merchandise consists of the following:
(In millions) March 31, 2026 June 30, 2025
Raw materials
$ 571 $ 631
Work in process
239 283
Finished goods
992 996
Promotional merchandise
115 164
Total inventory and promotional merchandise
$ 1,917 $ 2,074
Property, Plant and Equipment
Property, plant and equipment consists of the following:
($ in millions)
March 31, 2026 June 30, 2025
Assets (Useful Life)
Land and improvements (1)
$ 71 $ 75
Buildings and improvements ( 10 to 40 years)
1,016 1,057
Machinery and equipment ( 3 to 20 years)
1,447 1,429
Computer hardware and software ( 4 to 10 years)
2,045 1,926
Furniture and fixtures ( 5 to 10 years)
141 145
Leasehold improvements 2,661 2,631
Construction in progress 292 462
Total property, plant and equipment, gross
7,673 7,725
Less accumulated depreciation and amortization
( 4,828 ) ( 4,553 )
Total property, plant and equipment, net
$ 2,845 $ 3,172
(1) Land improvements are depreciated over a 10 year useful life.
Depreciation and amortization of property, plant and equipment was $ 173 million and $ 167 million for the three months ended March 31, 2026 and 2025, respectively, and $ 511 million and $ 503 million for the nine months ended March 31, 2026 and 2025, respectively. Depreciation and amortization related to the Company’s manufacturing process is included in Cost of sales, and all other depreciation and amortization is included in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss).
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
Effective rate for income taxes 50.3 % 34.0 % 52.0 % 0.3 %
Basis-point change from the prior-year period 1,630 5,170
For the three months ended March 31, 2026, the increase in effective tax rate was primarily attributable to the estimated unfavorable impact of the recently enacted U.S. tax legislation known as the "One Big Beautiful Bill Act", resulting from an increase in tax deductible interest expense which reduced U.S. taxable income and increased the excess foreign tax credits generated which require a valuation allowance.
For the nine months ended March 31, 2026, the increase in effective tax rate was primarily attributable to the loss before income taxes, the impact of the discrete treatment of charges associated with restructuring and other activities, the impairment of goodwill and other intangible assets, and the charge associated with the talcum litigation settlement agreements, each during the nine months ended March 31, 2025. Further contributing to the increase in the effective tax rate was the estimated unfavorable impact of the One Big Beautiful Bill Act, resulting from an increase in tax deductible interest expense which reduced U.S. taxable income and increased the excess foreign tax credits generated which require a valuation allowance, a higher effective tax rate on the Company’s foreign operations due to an unfavorable impact associated with the establishment of valuation allowances against certain net deferred tax assets, partially offset by the year-over-year favorable impact associated with previously issued stock-based compensation.
On July 4, 2025, the One Big Beautiful Bill Act was enacted. This legislation includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business tax provisions. The legislation has multiple effective dates, with certain provisions becoming effective in fiscal 2026. The most impactful provision effective beginning in fiscal 2026 relates to the expansion of the business interest expense deduction limitation. The resulting increase in tax deductible interest expense reduced U.S. taxable income and increased the excess foreign tax credits generated which require a valuation allowance. The estimated unfavorable fiscal 2026 impact of the One Big Beautiful Bill Act has been included in the provision for income taxes, and the impact for the three and nine months ended March 31, 2026 was $ 23 million and $ 51 million, respectively.
In December 2021, the Organization for Economic Cooperation and Development issued "Pillar Two" Global Anti-Base Erosion model rules for countries to enact into domestic law that would establish a 15% global minimum tax applied on a country-by-country basis for multinational companies. In certain countries that have enacted legislation incorporating the global minimum tax, it became effective for the Company at the beginning of fiscal 2025. The estimated tax impact of such legislation has been included in the provision for income taxes for the three and nine months ended March 31, 2026 and 2025 and was not material.
During the fiscal 2026 second quarter, the Company received notification of the formal conclusion of the compliance process with respect to its fiscal 2024 income tax return under the U.S. Internal Revenue Service (“IRS”) Compliance Assurance Program (“CAP”), which had no impact on the Company’s consolidated financial statements for the three and nine months ended March 31, 2026.
As of March 31, 2026 and June 30, 2025, the gross amount of unrecognized tax benefits, exclusive of interest and penalties, totaled $ 144 million and $ 140 million, respectively. The total amount of unrecognized tax benefits at March 31, 2026 that, if recognized, would affect the effective tax rate was $ 137 million. The total gross interest and penalties accrued related to unrecognized tax benefits for the three and nine months ended March 31, 2026 in the accompanying consolidated statements of earnings (loss) was $ 1 million and $ 4 million, respectively. The total gross accrued interest and penalties in the accompanying consolidated balance sheets at March 31, 2026 and June 30, 2025, was $ 23 million and $ 19 million, respectively. On the basis of the information available as of March 31, 2026, the Company does not expect significant changes to the total amount of unrecognized tax benefits within the next twelve months.
At March 31, 2026 and June 30, 2025, total Other assets of $ 1,786 million and $ 1,805 million included $ 1,335 million and $ 1,339 million of deferred tax assets, respectively.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplier Finance Programs
Under its supplier finance programs, the Company agrees to pay the banks the stated amount of confirmed invoices from its designated suppliers on the due dates of the invoices. The Company may terminate the agreements upon written notice (with notice periods ranging from 30 to 60 days) or immediately upon a breach. The supplier invoices that have been confirmed as valid under the programs require payment in full within 90 days of the invoice date.
Outstanding obligations confirmed as valid totaling $ 64 million and $ 82 million as of March 31, 2026 and June 30, 2025, respectively, are included in Accounts payable in the accompanying consolidated balance sheets.
Other Accrued Liabilities
Other accrued liabilities consist of the following:
(In millions) March 31, 2026 June 30, 2025
Accrued employee compensation
$ 559 $ 551
Accrued income taxes
142 282
Accrued payroll and other non-income taxes
340 307
Accrued restructuring
427 279
Accrued sales incentives
315 321
Accrued selling, advertising, marketing, promotion and product development
310 287
Deferred revenue
294 314
Sales return accrual
283 255
Other 1,014 933
Total other accrued liabilities
$ 3,684 $ 3,529
Recently Issued Accounting Standards
FASB ASU No. 2025-10 – Accounting for Government Grants Received by Business Entities (Topic 832)
In December 2025, the FASB issued authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. A government grant is defined as a transfer of a monetary asset or a tangible nonmonetary asset, other than in an exchange transaction, from a government to an entity. Government grants are recognized in earnings in the same periods that the costs for which the grant was intended to compensate are recognized. A government grant can be recognized once it is probable that both of the following conditions are met: (1) the company will comply with the conditions attached to the grant and (2) the grant will be received. The guidance differentiates between a grant related to an asset and a grant related to income, which is based on the purpose and conditions of the grant. A grant related to an asset is a government grant that is conditioned on the purchase, construction, or acquisition of an asset and is recognized on the balance sheet once the probable threshold is met and the related costs are incurred. The guidance allows companies to make an accounting policy election to use either a deferred income approach or a cost accumulation approach for recognition of a grant of an asset. A grant related to income is a government grant that does not meet the definition of a grant related to an asset and is recognized in earnings on a systematic and rational basis over the periods the related costs are recognized as expenses. The guidance allows alternative accounting policies for the financial statement presentation of a government grant, depending on the type of grant as well as new disclosure requirements for grants related to an asset and grants of tangible nonmonetary assets.
Effective for the Company : The guidance becomes effective for the Company’s first quarter of fiscal 2030. The guidance can be applied on a modified prospective basis, modified retrospective basis or a full retrospective basis. Early adoption is permitted.
Impact on consolidated financial statements : The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FASB ASU No. 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)
In September 2025, the FASB issued authoritative guidance to modernize the accounting for the costs to develop software for internal use to align better with current software development methods, such as agile programming. Capitalization of eligible costs will begin when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed, entities are required to consider whether there is significant uncertainty associated with the development activities of the software. The new standard does not change the types of costs that are capitalizable once the threshold for capitalization is met. Capitalization ceases when the software project is substantially complete and ready for its intended use, which typically occurs after all substantial testing is completed. Furthermore, the guidance supersedes website development costs guidance and incorporates the recognition requirements for website-specific development costs into Subtopic 350-40. The guidance clarifies that existing disclosure requirements under ASC 360 for property, plant and equipment apply to capitalized costs under the new standard, regardless of how the internal-use software is classified on the balance sheet or how it was acquired.
Effective for the Company : The guidance becomes effective for the Company’s first quarter of fiscal 2029. The guidance can be applied prospectively, retrospectively or through a modified transition approach. Early adoption is permitted.
Impact on consolidated financial statements : The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.
FASB ASU No. 2025-05 – Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326)
In July 2025, the FASB issued authoritative guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets. The guidance allows entities to elect a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. Entities electing the practical expedient are still required to adjust historical loss information to reflect current conditions to the extent that historical loss information does not reflect current conditions. An entity that elects to use the practical expedient is required to disclose that fact.
Effective for the Company : The guidance becomes effective for the Company’s first quarter of fiscal 2027 and is applied prospectively. Early adoption is permitted.
Impact on consolidated financial statements : The Company will elect to adopt the practical expedient beginning in the first quarter of fiscal 2027 on a prospective basis. The adoption of this practical expedient is not expected to have a material impact on the Company’s consolidated financial statements.
FASB ASU No. 2024-03 and 2025-01 – Disaggregation of Income Statement Expenses (Subtopic 220-40)
In November 2024 and January 2025, the FASB issued authoritative guidance requiring disclosures, in a tabular format in the notes to the consolidated financial statements, on the disaggregation of relevant expense captions that are included on the face of the consolidated statement of earnings (loss) within continuing operations. The relevant expense captions are required to be disaggregated into natural expense categories including purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance also requires certain expenses, gains or losses that require disclosure under existing U.S. GAAP, and that are recorded in a relevant expense caption on the face of the consolidated statement of earnings (loss), to be presented in the same tabular disclosure. Qualitative disclosures about any remaining amounts in relevant expense line items are required as well. In addition, companies are required to disclose the total amount of selling expenses and, on an annual basis, how it defines selling expenses.
Effective for the Company : The guidance is effective for the Company’s fiscal year ending June 30, 2028 Form 10-K and then in interim periods beginning in the Company’s first quarter of fiscal 2029. Early adoption is permitted. The guidance should be applied on a prospective basis; however, retrospective application is permitted.
Impact on consolidated financial statements : The Company is currently evaluating the impact that this guidance will have on its consolidated financial statement disclosures.
FASB ASU No. 2023-09 – Improvements to Income Tax Disclosures (Topic 740)
In December 2023, the FASB issued authoritative guidance to amend and enhance existing annual in come tax disclosures primarily focusing on two reporting areas: (1) greater disaggregation of information in the effective tax rate reconciliations and (2) disclosure of income taxes paid, disaggregated by applicable jurisdiction.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Companies are required to use specific categories to prepare and disclose a tabular rate reconciliation (using both percentages and reporting currency amounts) of:
• the reported income tax expense (or benefit) from continuing operations and the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile; and
• reconciling items within certain categories that are equal to or greater than a specified quantitative threshold, including the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items.
The guidance also requires companies to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions including individual jurisdictions with amounts paid equal to or greater than a specified quantitative threshold. The guidance also codifies existing SEC rules that require companies to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign as well as income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign jurisdictions.
Effective for the Company – The guidance is effective for the Company’s fiscal year ending June 30, 2026 Form 10-K. Early adoption is permitted. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.
Impact on consolidated financial statement s – The Company will apply the disclosure requirements as required by the guidance beginning with the June 30, 2026 Form 10-K.
NOTE 2 – GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The Company assigns goodwill at the time of acquisition to a reporting unit, which is one level below the Company's operating segments. The skin care, makeup, fragrance and hair care product categories are the Company's operating segments.
The following table presents goodwill by product category and the related change in the carrying amount:
(In millions) Skin Care Makeup Fragrance Hair Care Total
Balance as of June 30, 2025
Goodwill
$ 1,616 $ 1,116 $ 260 $ 353 $ 3,345
Accumulated impairments
( 435 ) ( 745 ) ( 30 ) — ( 1,210 )
1,181 371 230 353 2,135
Translation adjustments, goodwill ( 47 ) — ( 2 ) — ( 49 )
Translation adjustments, accumulated impairments 30 — — — 30
( 17 ) — ( 2 ) — ( 19 )
Balance as of March 31, 2026
Goodwill
1,569 1,116 258 353 3,296
Accumulated impairments
( 405 ) ( 745 ) ( 30 ) — ( 1,180 )
Total goodwill
$ 1,164 $ 371 $ 228 $ 353 $ 2,116
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Intangible Assets
Other intangible assets consist of the following:
March 31, 2026 June 30, 2025
(In millions) Gross
Carrying
Value Accumulated
Amortization Total Net
Book
Value Gross
Carrying
Value Accumulated
Amortization Total Net
Book
Value
Amortizable intangible assets:
Customer lists and other
$ 1,893 $ 1,360 $ 533 $ 1,984 $ 1,348 $ 636
Non-amortizable intangible assets:
Trademarks 3,102 3,123
Total other intangible assets, net
$ 3,635 $ 3,759
The aggregate amortization expense related to amortizable intangible assets was $ 26 million and $ 34 million for the three months ended March 31, 2026 and 2025, respectively, and $ 79 million and $ 105 million for the nine months ended March 31, 2026 and 2025, respectively.
The estimated aggregate amortization expense for the remainder of fiscal 2026 and for each of the next four fiscal years is as follows:
Fiscal
(In millions) 2026 2027 2028 2029 2030
Estimated aggregate amortization expense $ 23 $ 85 $ 68 $ 67 $ 65
Impairment Analysis During the Nine Months Ended March 31, 2025
During the fiscal 2025 second quarter, the TOM FORD brand experienced lower-than-expected growth within key geographic regions and channels, including in mainland China, Asia travel retail and Hong Kong SAR. Also during the fiscal 2025 second quarter, the Too Faced reporting unit experienced lower-than-expected results in key geographic regions and channels. As a result, the Company made revisions to the internal forecasts relating to its TOM FORD brand and Too Faced reporting unit. Additionally, there were increases in the weighted average cost of capital for both the TOM FORD brand and Too Faced reporting unit as compared to the prior-year annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2024.
The Company concluded that the changes in circumstances in the TOM FORD brand and Too Faced reporting unit, along with increases in the weighted average cost of capital, triggered the need for interim impairment reviews of the TOM FORD trademark and the Too Faced trademark and goodwill. These changes in circumstances were also an indicator that the carrying amounts of Too Faced’s long-lived assets, including customer lists, may not be recoverable. Accordingly, the Company performed interim impairment tests for the TOM FORD and Too Faced trademarks and Too Faced goodwill as well as a recoverability test for the Too Faced long-lived assets as of December 31, 2024. The Company concluded that the carrying value of the trademark intangible assets exceeded their estimated fair values, which were determined utilizing the relief-from-royalty method, and recorded an impairment charge of $ 773 million for TOM FORD and $ 75 million for Too Faced. The Company concluded that the carrying amounts of the long-lived assets for Too Faced were recoverable. Additionally, as a result of the interim impairment review, the remaining carrying value of Too Faced’s goodwill was not recoverable and the Company recorded an impairment charge of $ 13 million, reducing the carrying value to zero . The significant assumptions used in the relief-from-royalty method include revenue growth rates and profit margins, terminal values, weighted average cost of capital used to discount future cash flows and royalty rates. The most significant unobservable input used to estimate the fair value of the TOM FORD and Too Faced trademark intangible assets was the weighted average cost of capital, which was 11.5 % and 14 %, respectively.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the impairment charges for the nine months ended March 31, 2025 and the remaining trademark and goodwill carrying values as of March 31, 2025, for the TOM FORD brand and Too Faced reporting unit, are as follows:
Impairment Charges (1)
Carrying Value
(In millions) Nine Months Ended
March 31, 2025
As of March 31, 2025
Brand/Reporting Unit
Geographic Region
Trademark
Goodwill
Trademark (2)
Goodwill
TOM FORD
The Americas
$ 773 $ — $ 1,805 $ —
Too Faced
The Americas
75 13 112 —
Total
$ 848 $ 13 $ 1,917 $ —
(1) The date of the fair value measurement for the TOM FORD and Too Faced trademark intangible assets and Too Faced reporting unit was December 31, 2024.
(2) The carrying values of the trademark intangible assets, subsequent to the impairment charges, are equal to their fair values. The carrying values as of March 31, 2025 are consistent with the carrying values at the fair value measurement date.
The impairment charge related to the TOM FORD trademark intangible asset for the nine months ended March 31, 2025 of $ 773 million was reflected in the fragrance, makeup and other product categories of $ 549 million, $ 170 million and $ 54 million, respectively. The trademark and goodwill impairment charges related to Too Faced were reflected in the makeup product category.
NOTE 3 – CHARGES ASSOCIATED WITH RESTRUCTURING AND OTHER ACTIVITIES
Restructuring Program Component of the Profit Recovery and Growth Plan
As announced on November 1, 2023, 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. The Company committed to this course of action on February 1, 2024.
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.
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.
In connection with the Restructuring Program the Company now estimates a final net reduction in the range of approximately 9,000 to 10,000 positions globally, an increase from the previous range of 5,800 to 7,000 . This net reduction takes into account the elimination of positions after retraining and redeployment of certain employees in select areas.
The Company now expects that the Restructuring Program will result in restructuring and other charges totaling between $ 1,500 million and $ 1,700 million, before taxes, an increase from the previous range of $ 1,200 million and $ 1,600 million, before taxes, consisting of employee-related costs, asset-related costs, contract terminations and other costs associated with implementing these initiatives, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.
Additional information relating to the Company's Profit Recovery and Growth Plan and related Restructuring Program is included in Notes to Consolidated Financial Statements, Note 8 – Charges Associated with Restructuring and Other Activities in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restructuring Program Approvals
Cumulative charges for initiatives approved by the Company in connection with the Restructuring Program as of March 31, 2026 and through April 29, 2026, were:
Sales
Returns
(included in
Net Sales) Cost of Sales Operating Expenses Total
(In millions) Restructuring
Charges Other
Charges
Total Charges (Adjustments) Approved
Cumulative charges approved through June 30, 2025
$ 4 $ 10 $ 552 $ 114 $ 680
Nine months ended March 31, 2026
11 ( 7 ) 424 259 687
Cumulative charges approved through March 31, 2026
15 3 976 373 1,367
April 1, 2026 - April 29, 2026
5 4 42 ( 1 ) 50
Cumulative charges approved through April 29, 2026
$ 20 $ 7 $ 1,018 $ 372 $ 1,417
Included in the above table, cumulative restructuring charges for initiatives approved by the Company in connection with the Restructuring Program as of March 31, 2026 and through April 29, 2026, by major cost type were:
(In millions) Employee-
Related
Costs Asset-
Related
Costs Contract
Terminations Other Exit
Costs Total
Restructuring Charges (Adjustments) Approved
Cumulative charges approved through June 30, 2025
$ 512 $ 14 $ 3 $ 23 $ 552
Nine months ended March 31, 2026
315 77 23 9 424
Cumulative charges approved through March 31, 2026
827 91 26 32 976
April 1, 2026 - April 29, 2026
35 3 1 3 42
Cumulative charges approved through April 29, 2026
$ 862 $ 94 $ 27 $ 35 $ 1,018
Specific actions taken since the Restructuring Program inception include:
• Enterprise Business Services – The Company approved an initiative in connection with the transformation of its global operating model to (i) consolidate certain service providers, (ii) expand outsourced services, and (iii) redesign and standardize 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.
• Value Chain Optimization – The Company approved initiatives to reduce spans and layers and right-size organizational capability within its supply chain and research and development functions. These actions will primarily result in employee severance through a net reduction in workforce, as well as asset-related costs and costs to decommission and relocate activities.
• Enabling Function Re-Invention – The Company approved initiatives to reorganize and right-size various corporate functions. Additionally, as a result of the reorganization and right-sizing of various areas of the organization as previously approved under the Restructuring Program, the Company approved an initiative to exit an office lease. These activities will primarily result in employee severance through a net reduction in workforce and asset-related costs.
• Future of Brand-led Model – The Company approved initiatives to reorganize and simplify its global marketing and creative operating model, as well as redesign spans and layers in its marketing, creative and other functions within the brand and product category structures, to make them leaner, faster and more agile and drive greater efficiency and effectiveness. These activities will primarily result in employee severance through a net reduction in workforce.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• Go-to-Market Operating Model Acceleration – The Company approved initiatives to optimize and right-size the organizational structure within its geographic regions to drive greater efficiency and effectiveness, as well as optimize the selling model and exit unprofitable brands from specific markets and distribution channels. These activities will primarily result in employee severance through a net reduction in workforce, as well as costs associated with sales returns and inventory write-offs.
• Digital Organization Transformation – The Company approved initiatives to reorganize and right-size its technology functions, which support its internal enterprise and commercial capabilities, to create a leaner, faster, more effective and more agile technology organization. These activities will primarily result in employee severance through a net reduction in workforce, as well as asset-related costs.
Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $ 1,417 million (before tax) in connection with the initiatives approved to date, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.
Restructuring Program Restructuring and Other Charges
The Company classifies restructuring charges as follows:
Employee-Related Costs – Employee-related costs are primarily comprised of severance and other post-employment benefit costs, calculated based on salary levels, prior service and other statutory minimum benefits, if applicable.
Asset-Related Costs – Asset-related costs primarily consist of asset write-offs or accelerated depreciation related to long-lived assets (including operating lease right-of-use assets) that will be taken out of service prior to their existing useful life as a direct result of a restructuring initiative.
Contract Terminations – Costs related to contract terminations include continuing payments to a third party after the Company has ceased benefiting from the rights conveyed in the contract, or a payment made to terminate a contract prior to its expiration.
Other Exit Costs – Other exit costs related to restructuring activities generally include costs to relocate facilities or employees, recruiting to fill positions as a result of relocation of operations, and outplacement for separated employees.
The Company classifies other charges associated with restructuring activities as follows:
Sales Returns and Cost of Sales – Product returns (offset by the related cost of sales) and inventory write-offs or write-downs as a direct result of an approved restructuring initiative to exit certain businesses or locations are recorded as a component of Net sales and/or Cost of sales when estimable and reasonably assured.
Other Charges – Other charges related to the design and implementation of approved initiatives are charged to Operating expenses as incurred and primarily include the following:
• Consulting and other professional services for transition support, transformational organization design of the future structures and processes, as well as the implementation and execution thereof;
• Temporary labor backfill;
• Costs to establish and maintain a Project Management Office for the duration of the Restructuring Program, including internal costs for employees dedicated solely to project management activities, and consulting services to assist with business case development and execution; and
• Recruitment and training costs for new and reskilled employees to acquire and apply the capabilities needed to perform responsibilities as a direct result of an approved restructuring initiative.
The Company records approved charges associated with restructuring and other activities once the relevant accounting criteria have been met.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total cumulative charges recorded associated with restructuring and other activities for the Restructuring Program were:
Sales
Returns
(included in
Net Sales) Cost of Sales Operating Expenses Total
(In millions) Restructuring
Charges Other
Charges
Total Charges
Cumulative charges through June 30, 2025
$ — $ 9 $ 524 $ 77 $ 610
Six months ended December 31, 2025
— ( 2 ) 224 72 294
Three months ended March 31, 2026
— — 159 65 224
Cumulative charges through March 31, 2026
$ — $ 7 $ 907 $ 214 $ 1,128
Included in the above table, cumulative restructuring charges recorded by the Company in connection with the Restructuring Program as of March 31, 2026, by major cost type were:
(In millions) Employee-
Related
Costs Asset-
Related
Costs Contract
Terminations Other Exit
Costs Total
Restructuring Charges
Cumulative charges through June 30, 2025
$ 503 $ 13 $ 3 $ 5 $ 524
Six months ended December 31, 2025
180 20 21 3 224
Three months ended March 31, 2026
128 30 — 1 159
Cumulative charges through March 31, 2026
$ 811 $ 63 $ 24 $ 9 $ 907
Changes in accrued restructuring charges from the Restructuring Program for the nine months ended March 31, 2026 were:
(In millions) Employee-
Related
Costs Asset-
Related
Costs Contract
Terminations Other Exit
Costs Total
Balance at June 30, 2025
$ 369 $ — $ 2 $ — $ 371
Charges 308 50 21 4 383
Cash payments ( 192 ) — ( 2 ) ( 4 ) ( 198 )
Non-cash asset-related costs
— ( 45 ) — — ( 45 )
Translation and other adjustments
( 7 ) — 1 $ — ( 6 )
Balance at March 31, 2026
$ 478 $ 5 $ 22 $ — $ 505
Accrued restructuring charges at March 31, 2026 relating to the Restructuring Program are expected to result in cash expenditures funded from cash provided by operations of approximately $ 227 million, $ 254 million and $ 24 million for the remainder of fiscal 2026 and for fiscal 2027 and 2028, respectively.
Charges associated with restructuring and other activities are not allocated to the Company's product categories or geographic regions because they are centrally directed and controlled, are not included in internal measures of product category or geographic region performance and result from activities that are deemed Company-wide initiatives to redesign, resize and reorganize select areas of the business.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. The Company does not utilize derivative financial instruments for trading or speculative purposes. At March 31, 2026, the notional amount of derivatives not designated as hedging instruments was $ 3,335 million.
Fair Value Hedges
The Company enters into interest rate contracts to manage the exposure to interest rate fluctuations on its funded indebtedness. At March 31, 2026, the Company has interest rate swap contracts, with notional amounts totaling $ 700 million, $ 300 million and $ 600 million, to effectively convert the fixed rate interest on its 2030 Senior Notes, 2031 Senior Notes and 2034 Senior Notes, respectively, to variable interest rates based on the Secured Overnight Financing Rate ("SOFR") plus a margin. These interest rate swap agreements are designated as fair value hedges of the related long-term debt, and the changes in the fair value of the interest rate swap contracts are exactly offset by the change in the fair value of the underlying long-term debt.
The Company enters into cross-currency swap contracts to manage the exposure of foreign exchange rate fluctuations on its intercompany foreign currency denominated debt. At March 31, 2026, the Company has cross-currency swap contracts with notional amounts totaling $ 491 million, to hedge the impact of foreign currency changes on certain intercompany foreign currency denominated debt. The cross-currency swap contracts are designated as fair value hedges of the related intercompany debt, and the gains and losses representing hedge components included in the assessment of effectiveness are presented in the same income statement line item as the earnings effect of the hedged transaction in the consolidated statements of earnings (loss). Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis. The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction in the consolidated statements of earnings (loss). Any difference between the changes in the fair value of the excluded components and amounts recognized in earnings (loss) will be recognized in Accumulated Other Comprehensive Loss ("AOCI") in the accompanying consolidated balance sheet.
The estimated net gain on the Company’s derivative instruments designated as fair value hedges as of March 31, 2026 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $ 15 million. The accumulated net gain on derivative instruments designated as fair value hedges in AOCI was $ 9 million and $ 7 million as of March 31, 2026 and June 30, 2025, respectively.
Cash Flow Hedges
The Company enters into foreign currency forward contracts to hedge anticipated transactions and receivables and payables denominated in foreign currencies, for periods consistent with the Company’s identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the cash flows that the Company receives from foreign subsidiaries. The foreign currency forward contracts entered into to hedge anticipated transactions and receivables and payables denominated in foreign currencies have been designated as cash flow hedges and have varying maturities through the end of June 2027. Hedge effectiveness of the foreign currency forward contracts is based on the forward method, which includes forward points in the effectiveness assessment. At March 31, 2026, the Company had cash flow hedges outstanding with a notional amount totaling $ 1,747 million.
For foreign currency forward contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses in AOCI are reclassified to Net sales when the underlying forecasted transaction occurs. If it is probable that the forecasted transaction will no longer occur, then any gains or losses in AOCI are reclassified to current-period Net sales. As of March 31, 2026, the Company’s foreign currency forward contracts were highly effective.
The Company may enter into interest rate forward contracts to hedge anticipated issuance of debt for periods consistent with the Company’s identified exposures. The purpose of the hedging activities is to minimize the effect of interest rate movements on the cost of debt issuance.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated net loss on the Company’s derivative instruments designated as cash flow hedges as of March 31, 2026 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $ 7 million. The accumulated net gain (loss) on derivative instruments designated as cash flow hedges in AOCI was $ 26 million and $( 13 ) million as of March 31, 2026 and June 30, 2025, respectively.
Net Investment Hedges
The Company enters into foreign currency forward contracts and cross-currency swap contracts, designated as net investment hedges, to hedge a portion of its net investment in certain foreign operations. Forward points and cross-currency basis spreads, respectively, are excluded from the effectiveness assessment and are recognized under a systematic and rational method over the life of the hedging instrument in Selling, general and administrative expenses. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the Company’s net investment in these foreign operations. The net investment hedge contracts have varying maturities through the end of November 2029. Hedge effectiveness of the net investment hedge contracts is based on the spot method. At March 31, 2026, the Company had net investment hedges outstanding with notional amounts totaling $ 1,118 million.
Credit Risk
As a matter of policy, the Company only enters into derivative contracts with counterparties that have a long-term credit rating of at least A- or higher by at least two nationally recognized rating agencies. The counterparties to these contracts are major financial institutions. Exposure to credit risk in the event of nonperformance by any of the counterparties is limited to the gross fair value of contracts in asset positions, which totaled $ 164 million at March 31, 2026. To manage this risk, the Company has strict counterparty credit guidelines that are continually monitored. Accordingly, management believes risk of loss under these hedging contracts is remote.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair values of the Company’s derivative financial instruments included in the consolidated balance sheets are presented as follows:
Asset Derivatives Liability Derivatives
Fair Value (1)
Fair Value (1)
(In millions) Balance Sheet
Location March 31, 2026 June 30, 2025 Balance Sheet
Location March 31, 2026 June 30, 2025
Derivatives Designated as Hedging Instruments:
Foreign currency forward contracts (2)
Prepaid expenses and other current assets; Other assets $ 26 $ 7 Other accrued liabilities $ 23 $ 82
Cross-currency swap contracts (3)
Prepaid expenses and other current assets; Other assets 119 50 Other accrued liabilities — 15
Interest rate contracts
Prepaid expenses and other current assets — — Other accrued liabilities 111 104
Total Derivatives Designated as Hedging Instruments 145 57 134 201
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts Prepaid expenses and other current assets 19 25 Other accrued liabilities 19 15
Total derivatives $ 164 $ 82 $ 153 $ 216
(1) See Note 5 – Fair Value Measurements for further information about how the fair value of derivative assets and liabilities are determined.
(2) Included in the asset derivatives for the foreign currency forward contracts at March 31, 2026 is $ 3 million, classified within Other assets in the accompanying consolidated balance sheets. There were no amounts classified in Other assets at June 30, 2025.
(3) Included in the asset derivatives for the cross-currency swap contracts at March 31, 2026 and June 30, 2025 is approximately $ 96 million and $ 40 million, respectively, classified within Other assets in the accompanying consolidated balance sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments that are included in the assessment of effectiveness are as follows:
Amount of Gain (Loss)
Recognized in OCI on Derivatives
Location of Gain (Loss) Reclassified
from AOCI into Earnings
Amount of Gain (Loss)
Reclassified from AOCI into Earnings (1)
Three Months Ended
March 31,
Three Months Ended
March 31,
(In millions) 2026 2025 2026 2025
Derivatives in Cash Flow Hedging Relationships:
Foreign currency forward contracts $ 7 $ ( 17 ) Net sales
$ ( 8 ) $ 7
Interest rate contracts
— — Interest expense — —
Total cash flow hedges
7 ( 17 ) ( 8 ) 7
Derivatives in Net Investment Hedging Relationships (2) :
Foreign currency forward contracts (3)
14 ( 29 ) — —
Cross-currency swap contracts (4)
5 ( 6 ) — —
Total net investment hedges
19 ( 35 ) — —
Total derivatives $ 26 $ ( 52 ) $ ( 8 ) $ 7
(1) There was no amount reclassified into the accompanying consolidated statements of earnings (loss) as a result of the discontinuance of cash flow hedges because it is probable that forecasted transactions will not occur by the end of the original time period.
(2) Included within translation adjustments as a component of AOCI on the Company’s consolidated balance sheets.
(3) For each of the three months ended March 31, 2026 and 2025, the gain recognized in the accompanying consolidated statements of earnings (loss) from foreign currency forward contracts related to the amount excluded from effectiveness testing was $ 4 million.
(4) For each of the three months ended March 31, 2026 and 2025, the gain recognized in the accompanying consolidated statements of earnings (loss) from cross-currency swap contracts related to the amount excluded from effectiveness testing was $ 3 million.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amount of Gain (Loss)
Recognized in OCI on Derivatives
Location of Gain (Loss) Reclassified
from AOCI into Earnings (Loss)
Amount of Gain (Loss)
Reclassified from AOCI into Earnings (Loss) (1)
Nine Months Ended March 31, Nine Months Ended March 31,
(In millions) 2026 2025 2026 2025
Derivatives in Cash Flow Hedging Relationships:
Foreign currency forward contracts $ 23 $ 6 Net sales
$ ( 17 ) $ 31
Interest rate contracts — — Interest expense
1 1
Total cash flow hedges
23 6 ( 16 ) 32
Derivatives in Net Investment Hedging Relationships (2) :
Foreign currency forward contracts (3)
12 ( 7 ) — —
Cross-currency swap contracts (4)
40 ( 4 ) — —
Total net investment hedges
52 ( 11 ) — —
Total derivatives $ 75 $ ( 5 ) $ ( 16 ) $ 32
(1) There was no amount reclassified into the accompanying consolidated statements of earnings (loss) as a result of the discontinuance of cash flow hedges because it is probable that forecasted transactions will not occur by the end of the original time period.
(2) Included within translation adjustments as a component of AOCI on the Company’s consolidated balance sheets.
(3) For the nine months ended March 31, 2026 and 2025, the gain recognized in the accompanying consolidated statements of earnings (loss) from foreign currency forward contracts related to the amount excluded from effectiveness testing was $ 10 million and $ 18 million, respectively.
(4) For the nine months ended March 31, 2026 and 2025, the gain recognized in the accompanying consolidated statements of earnings (loss) from cross-currency swap contracts related to the amount excluded from effectiveness testing was $ 9 million and $ 4 million , respectively.
Amount of Gain (Loss)
Recognized in Earnings (Loss) on Derivatives
Location of Gain (Loss)
Recognized in Earnings (Loss) on Derivatives
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
Derivatives in Fair Value Hedging Relationships:
Cross-currency swap contracts (1)
Selling, general and administrative $ 8 $ ( 20 ) $ 42 $ ( 29 )
Interest rate contracts (2)
Interest expense $ ( 8 ) $ 21 $ ( 7 ) $ 28
(1) Changes in the fair value representing hedge components included in the assessment of effectiveness of the cross-currency swap contracts are exactly offset by the change in the fair value of the underlying intercompany foreign currency denominated debt. The gain recognized in the accompanying consolidated statements of earnings (loss) from cross-currency swap contracts related to the amount excluded from effectiveness testing for each of the three months ended March 31, 2026 and 2025 was $ 5 million, and for each of the nine months ended March 31, 2026 and 2025 was $ 14 million.
(2) Changes in the fair value of the interest rate contracts are exactly offset by the change in the fair value of the underlying long-term debt.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additional information regarding the cumulative amount of fair value hedge gain (loss) recognized in the accompanying consolidated statements of earnings (loss) for items designated and qualifying as hedged items in fair value hedges is as follows:
(In millions)
Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included Carrying Amount of the
Hedged Liability
Cumulative Amount of Fair
Value Hedging Gain (Loss)
Included in the Carrying Amount of the
Hedged Liability
March 31, 2026 March 31, 2026
Long-term debt $ 1,479 $ ( 111 )
Intercompany debt $ — $ 84
Additional information regarding the effects of fair value and cash flow hedging relationships for derivatives designated and qualifying as hedging instruments is as follows:
Three Months Ended March 31,
2026 2025
(In millions) Net Sales Selling, General and Administrative Interest
Expense Net Sales Selling, General and Administrative Interest
Expense
Total amounts of income and expense line items presented in the accompanying consolidated statements of earnings (loss) in which the effects of fair value and cash flow hedges are recorded
$ 3,712 $ 2,279 $ 82 $ 3,550 $ 2,258 $ 87
The effects of fair value and cash flow hedging relationships:
Gain (loss) on fair value hedge relationships – interest rate contracts:
Hedged item N/A N/A 8 N/A N/A ( 21 )
Derivatives designated as hedging instruments N/A N/A ( 8 ) N/A N/A 21
Gain (loss) on fair value hedge relationships – cross-currency swap contracts:
Hedged item N/A ( 8 ) N/A N/A 20 N/A
Derivatives designated as hedging instruments N/A 8 N/A N/A ( 20 ) N/A
Gain on cash flow hedge relationships – interest rate contracts:
Amount of gain reclassified from AOCI N/A N/A — N/A N/A —
(Loss) gain on cash flow hedge relationships – foreign currency forward contracts:
Amount of (loss) gain reclassified from AOCI ( 8 ) N/A N/A 7 N/A N/A
N/A (Not applicable)
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended March 31,
2026 2025
(In millions) Net Sales Selling, General and Administrative Interest
Expense Net Sales Selling, General and Administrative Interest
Expense
Total amounts of income and expense line items presented in the accompanying consolidated statements of earnings (loss) in which the effects of fair value and cash flow hedges are recorded
$ 11,422 $ 7,202 $ 253 $ 10,915 $ 7,141 $ 269
The effects of fair value and cash flow hedging relationships:
Gain (loss) on fair value hedge relationships – interest rate contracts:
Hedged item N/A N/A 7 N/A N/A ( 28 )
Derivatives designated as hedging instruments N/A N/A ( 7 ) N/A N/A 28
Gain (loss) on fair value hedge relationships – cross-currency swap contracts:
Hedged item N/A ( 42 ) N/A N/A 29 N/A
Derivatives designated as hedging instruments N/A 42 N/A N/A ( 29 ) N/A
Gain on cash flow hedge relationships – interest rate contracts:
Amount of gain reclassified from AOCI N/A N/A 1 N/A N/A 1
(Loss) gain on cash flow hedge relationships – foreign currency forward contracts:
Amount of (loss) gain reclassified from AOCI ( 17 ) N/A N/A 31 N/A N/A
N/A (Not applicable)
The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments are presented as follows:
Amount of Gain (Loss)
Recognized in Earnings (Loss) on Derivatives
Location of Gain (Loss)
Recognized in Earnings (Loss) on Derivatives
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
Derivatives Not Designated as Hedging Instruments:
Foreign currency forward contracts Selling, general and administrative $ ( 14 ) $ ( 6 ) $ 7 $ ( 25 )
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's derivative instruments are subject to enforceable master netting agreements. These agreements permit the net settlement of these contracts on a per-institution basis; however, the Company records the fair value on a gross basis on its consolidated balance sheets based on maturity dates, including those subject to master netting arrangements. The following table provides information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties:
March 31, 2026
June 30, 2025
(In millions) Gross Amounts of Assets / (Liabilities) Presented in Balance Sheet Contracts Subject to Netting Net Amounts of Assets / (Liabilities) Gross Amounts of Assets / (Liabilities) Presented in Balance Sheet Contracts Subject to Netting Net Amounts of Assets / (Liabilities)
Derivative Financial Instruments
Derivative assets $ 164 $ ( 55 ) $ 109 $ 82 $ ( 60 ) $ 22
Derivative liabilities ( 153 ) 55 ( 98 ) ( 216 ) 60 ( 156 )
Total derivatives
$ 11 $ — $ 11 $ ( 134 ) $ — $ ( 134 )
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company records certain of its financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The accounting for fair value measurements must be applied to nonfinancial assets and nonfinancial liabilities that require initial measurement or remeasurement at fair value, which principally consist of assets and liabilities acquired through business combinations and goodwill, indefinite-lived intangible assets and long-lived assets for the purposes of calculating potential impairment. The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026:
(In millions) Level 1 Level 2 Level 3 Total
Assets:
Money market funds $ 879 $ — $ — $ 879
Foreign currency forward contracts
— 45 — 45
Cross-currency swap contracts — 119 — 119
Total
$ 879 $ 164 $ — $ 1,043
Liabilities:
Foreign currency forward contracts
$ — $ 42 $ — $ 42
Interest rate contracts
— 111 — 111
Total
$ — $ 153 $ — $ 153
The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025:
(In millions) Level 1 Level 2 Level 3 Total
Assets:
Money market funds $ 727 $ — $ — $ 727
Foreign currency forward contracts
— 32 — 32
Cross-currency swap contracts — 50 — 50
Total
$ 727 $ 82 $ — $ 809
Liabilities:
Foreign currency forward contracts
$ — $ 97 $ — $ 97
Interest rate contracts
— 104 — 104
Cross-currency swap contracts
— 15 — 15
Total
$ — $ 216 $ — $ 216
The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring basis are as follows:
March 31, 2026 June 30, 2025
(In millions) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Current and long-term debt
$ 7,312 $ 6,734 $ 7,317 $ 6,794
Notes payable and deferred consideration
$ 88 $ 87 $ 322 $ 323
The following methods and assumptions were used to estimate the fair value of the Company’s financial instruments for which it is practicable to estimate that value:
Cash and cash equivalents – Cash and all highly-liquid securities with original maturities of three months or less are classified as cash and cash equivalents, primarily consisting of cash deposits in interest bearing accounts, time deposits and money market funds (classified within Level 1 of the valuation hierarchy). Cash deposits in interest bearing accounts and time deposits are carried at cost, which approximates fair value, due to the short maturity of these cash equivalent instruments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign currency forward contracts – The fair values of the Company’s foreign currency forward contracts were determined using an industry-standard valuation model, which is based on an income approach. The significant observable inputs to the model, such as swap yield curves, SOFR forward curves and currency spot and forward rates, were obtained from an independent pricing service.
Cross-currency swap contracts – The fair values of the Company’s cross-currency swap contracts were determined using an industry-standard valuation model, which is based on the income approach. The significant observable inputs to the model, such as swap yield curves and currency spot and forward rates, were obtained from independent pricing services.
Interest rate contracts – The fair values of the Company’s interest rate contracts were determined using an industry-standard valuation model, which is based on the income approach. The significant observable inputs to the model, such as treasury yield curves, swap yield curves and SOFR forward curves, were obtained from independent pricing services.
Current and long-term debt – The fair value of the Company’s debt was estimated based on the current rates offered to the Company for debt with the same remaining maturities. To a lesser extent, debt also includes finance lease obligations for which the carrying amount approximates the fair value. The Company’s debt is classified within Level 2 of the valuation hierarchy.
Notes payable and deferred consideration – Notes payable and deferred consideration as of March 31, 2026 consist primarily of obligations to a vendor related to deferred service payments, and as of June 30, 2025 consist primarily of deferred payments associated with the fiscal 2023 fourth quarter acquisition of TOM FORD, which was paid during the fiscal 2026 first and third quarters. The fair value of notes payable and deferred consideration are calculated based on the net present value of cash payments using an estimated borrowing rate based on quoted prices for a similar liability. The Company’s notes payable and deferred consideration are classified within Level 2 of the valuation hierarchy.
NOTE 6 – REVENUE RECOGNITION
Disaggregation of net sales by the Company's geographic regions (1) are as follows:
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
The Americas $ 1,076 $ 1,063 $ 3,468 $ 3,469
Europe, United Kingdom and Ireland and Emerging Markets ("EUKEM")
859 785 2,943 2,738
Asia/Pacific (2)
1,003 1,006 2,776 2,700
Mainland China
774 696 2,234 2,008
3,712 3,550 11,421 10,915
Returns associated with restructuring and other activities — — 1 —
Net sales $ 3,712 $ 3,550 $ 11,422 $ 10,915
(1) The Company has reorganized its geographic regions, effective July 1, 2025 and has presented the information for the three and nine months ended March 31, 2026 and 2025 under this new basis.
(2) The net sales from the Company’s travel retail business are included in the Asia/Pacific region.
Accounts Receivable
Accounts receivable, net is stated net of the allowance for doubtful accounts, including credit losses, and customer deductions totaling $ 43 million and $ 38 million as of March 31, 2026 and June 30, 2025, respectively. Payment terms are short-term in nature and are generally less than one year.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in the allowance for credit losses are as follows:
(In millions) March 31, 2026
Balance at June 30, 2025 $ 26
Provision for expected credit losses 15
Write-offs, net & other ( 12 )
Balance at March 31, 2026 $ 29
The remaining balance of the allowance for doubtful accounts and customer deductions of $ 14 million and $ 12 million as of March 31, 2026 and June 30, 2025, respectively, relates to non-credit losses, which are primarily due to customer deductions.
Deferred Revenue
Changes in deferred revenue are as follows:
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
Deferred revenue, beginning of period $ 539 $ 562 $ 533 $ 560
Revenue recognized that was included in the deferred revenue balance at the beginning of the period ( 29 ) ( 38 ) ( 259 ) ( 293 )
Revenue (released) deferred during the period
( 7 ) ( 29 ) 227 229
Other — 1 2 —
Deferred revenue, end of period $ 503 $ 496 $ 503 $ 496
Transaction Price Allocated to the Remaining Performance Obligations
At March 31, 2026, the combined estimated revenue expected to be recognized in the next twelve months related to performance obligations for customer loyalty programs, gift with purchase promotions, purchase with purchase promotions, gift card liabilities and the Marcolin license arrangement related to TOM FORD that are unsatisfied (or partially unsatisfied) is $ 294 million. The remaining balance of deferred revenue at March 31, 2026 will be recognized beyond the next twelve months, of which $ 201 million relates to the non-refundable upfront payment received as part of the Marcolin licensing arrangement that is being recognized on a straight-line basis over the estimated economic life of the license, which is 20 years ending in fiscal 2043.
Royalty Revenue – License Arrangements
The Company’s contractually guaranteed minimum royalty amounts due during future periods under its existing license arrangements is disclosed in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
NOTE 7 – PENSION AND POST-RETIREMENT BENEFIT PLANS
The Company maintains pension plans covering substantially all of its full-time employees for its U.S. operations and a majority of its international operations. The Company also maintains post-retirement benefit plans that provide certain medical and dental benefits to eligible employees. Descriptions of these plans are included in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of net periodic benefit cost for the three months ended March 31, 2026 and 2025 consisted of the following:
Pension Plans Other than
Pension Plans
U.S. International Post-retirement
(In millions) 2026 2025 2026 2025 2026 2025
Service cost $ 8 $ 8 $ 7 $ 6 $ — $ 1
Interest cost 13 13 5 5 2 1
Expected return on plan assets ( 12 ) ( 13 ) ( 8 ) ( 6 ) — —
Amortization of:
Actuarial loss (gain)
5 5 ( 1 ) ( 1 ) — —
Prior service cost — — 1 — ( 2 ) ( 1 )
Special termination benefits — — — 3 — —
Net periodic benefit cost $ 14 $ 13 $ 4 $ 7 $ — $ 1
The components of net periodic benefit cost for the nine months ended March 31, 2026 and 2025 consisted of the following:
Pension Plans Other than
Pension Plans
U.S. International Post-retirement
(In millions) 2026 2025 2026 2025 2026 2025
Service cost $ 26 $ 26 $ 21 $ 20 $ — $ 1
Interest cost 40 38 14 14 6 5
Expected return on plan assets ( 38 ) ( 38 ) ( 21 ) ( 19 ) — —
Amortization of:
Actuarial loss (gain)
15 15 ( 1 ) ( 4 ) — —
Prior service cost — — — — ( 4 ) ( 4 )
Special termination benefits — — — 4 — —
Net periodic benefit cost $ 43 $ 41 $ 13 $ 15 $ 2 $ 2
The amounts recognized in the consolidated balance sheets related to the Company’s pension and post-retirement benefit plans consist of the following:
(In millions) March 31, 2026 June 30, 2025
Other assets $ 127 $ 128
Other accrued liabilities ( 44 ) ( 44 )
Other noncurrent liabilities ( 346 ) ( 349 )
Funded status ( 263 ) ( 265 )
Accumulated other comprehensive loss 256 268
Net amount recognized $ ( 7 ) $ 3
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Contractual Obligations
During the fiscal 2026 second quarter, the Company entered into a contract in connection with the transformation of its operating model, as part of its PRGP Enterprise Business Services initiative, as further described in Note 3 – Charges Associated with Restructuring and Other Activities . This contract is intended to drive productivity and savings. As of March 31, 2026, unconditional purchase obligations related to this contract are estimated to be approximately $ 1,600 million and are expected to be payable through fiscal 2033. The amounts expected to be paid under the contract may vary from this amount based on future variability in the pricing model and performance by the vendor under the contract.
Legal Proceedings
The Company is involved, from time to time, in litigation and other legal proceedings incidental to its business, including product liability (including asbestos-related claims), advertising, regulatory, employment, intellectual property, real estate, environmental, trade relations, securities, tax and privacy matters.
The Company records accruals for loss contingencies when a loss is probable and reasonably estimable, and estimates reasonably possible losses or ranges of losses in excess of accrued amounts, when such estimates can be made. Such estimates involve significant judgment regarding future events and uncertainties, including timing of related payments, and are adjusted as appropriate. Legal defense costs are expensed as incurred.
See below for the assessment of loss contingencies related to the Company’s Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters.
Management believes that the outcome of all other pending litigation and legal proceedings will not have a material adverse effect on the Company’s operations or consolidated financial statements. Reasonably possible losses in excess of accrued amounts are not expected to be material.
Management’s assessments of the Company’s pending litigation and other legal proceedings, including the Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters, are subject to inherent uncertainties and may change based on future developments.
Securities Class Action and Derivative Matters
On December 7, 2023 and January 22, 2024, purported securities class action complaints were filed in the United States District Court for the Southern District of New York against the Company and its then Chief Executive Officer and Chief Financial Officer. The actions were consolidated on February 20, 2024. On March 22, 2024, plaintiffs filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on alleged materially false and misleading statements between February 3, 2022 and October 31, 2023. On March 31, 2025, the Court denied defendants’ motion to dismiss. On April 2, 2026, the parties reached an agreement in principle to settle the securities class action litigation. In light of these discussions, the Company has recorded a loss contingency of $ 210 million relating to a potential settlement of the securities class action in Other accrued liabilities in the accompanying consolidated balance sheet. The Company maintains insurance coverage that will offset a portion of defense and settlement costs for this action.
Stockholder derivative complaints were filed on February 1, 2024 and March 15, 2024 in the same court against certain current and former officers and directors of the Company and were voluntarily dismissed without prejudice in April 2024. The Company subsequently received stockholder litigation demands requesting that the Board investigate similar allegations. A committee of the Board has been formed to review these demands and make recommendations, as appropriate.
Two additional stockholder derivative complaints were filed on May 8, 2025 in the United States District Court for the Southern District of New York; one stockholder derivative complaint was filed on June 23, 2025 in the Supreme Court of the State of New York in Kings County; and four additional stockholder derivative complaints were filed on September 15, 2025, September 26, 2025, November 11, 2025 and November 12, 2025 in Delaware Chancery Court against certain current and former officers and directors, asserting claims including breach of fiduciary duty, unjust enrichment, as well as claims of waste, gross mismanagement and insider trading. One of the Delaware complaints originally filed in September was voluntarily dismissed and refiled on November 11, 2025 by shareholders.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company believes that it is not possible at this time to reasonably assess the outcome of these derivative matters or to estimate the loss or range of losses, if any.
Cosmetic Talcum Powder Matters
The Company has been named as a defendant in civil actions alleging that certain cosmetic talcum powder products were contaminated with asbestos. These matters generally involve multiple co-defendants.
In fiscal 2025, in view of the number of cases pending against the Company as well as the evolution of the litigation landscape and expectations regarding future claims at that time, the Company took action from the end of August 2024 through October 2024 to mitigate its future exposure. During that period, the Company entered into agreements with certain plaintiff law firms to resolve over 200 pending matters and establish a framework for resolving potential future claims from January 1, 2025 through December 31, 2029, subject to annual caps (the “talcum litigation settlement agreements”).
In connection with these agreements, the Company recorded a charge of $ 159 million in the fiscal 2025 first quarter, representing its best estimate of probable losses for current and potential future claims. As of March 31, 2026, $ 25 million and $ 66 million are recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, in the accompanying consolidated balance sheet. Additional charges and reasonably possible losses in excess of the initial charge have not been and are not expected to be material.
Other claims may be brought by plaintiff firms not party to the talcum litigation settlement agreements. For certain matters that have advanced to later stages, the Company records specific accruals as appropriate. For remaining matters, the Company estimates losses on an aggregate basis based on historical experience. While amounts recorded for the three and nine months ended March 31, 2026 and 2025, respectively, for these matters (outside the talcum litigation settlement agreements) are not material, adverse outcomes could be material. The Company cannot reasonably estimate the range of possible losses in excess of accrued amounts for these matters.
As of March 31, 2026, there were 130 cases pending against the Company in U.S. state and federal courts, as compared to 84 cases as of June 30, 2025. During the nine months ended March 31, 2026, 74 cases were filed and 28 cases were resolved.
The Company maintains insurance coverage that may offset a portion of defense and settlement costs, subject to policy terms. Recoveries to date have not been material.
NOTE 9 – STOCK PROGRAMS
Additional information relating to the Company's stock programs are included in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Total net stock-based compensation expense is attributable to the granting of, and the remaining requisite service periods of stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”). Compensation expense attributable to net stock-based compensation was $ 72 million and $ 75 million for the three months ended March 31, 2026 and 2025, respectively, and was $ 254 million and $ 255 million for the nine months ended March 31, 2026 and 2025, respectively.
Stock Options
During the nine months ended March 31, 2026, the Company granted stock options in respect of approximately 1.2 million shares of Class A Common Stock with a weighted average exercise price per share of $ 92.18 and a weighted average grant date fair value per share of $ 35.07 . The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model.
Restricted Stock Units
During the nine months ended March 31, 2026, the Company granted RSUs in respect of approximately 3.5 million shares of Class A Common Stock with a weighted average grant date fair value per share of $ 91.89 that, at the time of grant, are scheduled to vest at 1.2 million, 1.5 million and 0.8 million shares per year, in fiscal 2027, fiscal 2028 and fiscal 2029, respectively. Vesting of RSUs is generally subject to the continued employment or the retirement of the grantees. The RSUs are generally accompanied by dividend equivalent rights, payable upon settlement of the RSUs either in cash or shares (based on the terms of the particular award) and, as such, were generally valued at the closing market price of the Company’s Class A Common Stock on the date of grant.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Included in the above are one-time awards granted in the first quarter of fiscal 2026, in respect of approximately 0.5 million shares of Class A Common Stock scheduled to cliff vest in fiscal 2028 with a weighted average grant-date fair value per share of $ 91.77 made under the PRGP Incentive Program which was implemented in an effort to incentivize and retain leaders who are critical to the success of the PRGP.
Performance Share Units
For the PSUs granted in fiscal 2023 with a performance period ended June 30, 2025, the target goals set at the time of issuance were not achieved, resulting in no shares of the Company’s Class A Common Stock issued related to these awards.
Long-term Performance Share Units
On September 2, 2025, the Company issued 68,578 shares of the Company’s Class A Common Stock to its former Chief Executive Officer in accordance with the terms of PSUs granted in March 2021. The total fair value of PSUs at the time of issuance was $ 6 million.
On September 3, 2024, the Company issued 195,940 shares of the Company’s Class A Common Stock to its former Chief Executive Officer in accordance with the terms of PSUs granted in February 2018. The total fair value of PSUs at the time of issuance was $ 18 million.
Long-term Price-Vested Units
On September 2, 2025, the Company issued 85,927 shares of the Company’s Class A Common Stock to its former Chief Executive Officer in accordance with the terms of price-vested unit awards ("PVUs") granted in March 2021. The total fair value of PVUs at the time of issuance was $ 8 million.
NOTE 10 – NET EARNINGS (LOSS) PER COMMON SHARE
Net earnings (loss) per common share (“basic EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding and shares underlying PSUs and RSUs where the vesting conditions have been met. Net earnings (loss) per common share assuming dilution (“diluted EPS”) is computed by reflecting potential dilution from stock-based awards using the treasury stock method. For the nine months ended March 31, 2025, the effects of potentially dilutive stock options, PSUs and RSUs were excluded from the computation of diluted EPS as they were anti-dilutive due to the net loss incurred during the period.
A reconciliation between the numerator and denominator of the basic and diluted EPS computations is as follows:
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions, except per share data) 2026 2025 2026 2025
Numerator:
Net earnings (loss)
$ 89 $ 159 $ 298 $ ( 587 )
Denominator:
Weighted average common shares outstanding – Basic
362.7 360.3 362.0 359.9
Effect of dilutive stock options
0.2 — 0.1 —
Effect of PSUs
— 0.2 — —
Effect of RSUs
2.5 0.9 2.4 —
Weighted average common shares outstanding – Diluted
365.4 361.4 364.5 359.9
Net earnings (loss) per common share:
Basic
$ .25 $ .44 $ .82 $ ( 1.63 )
Diluted
$ .24 $ .44 $ .82 $ ( 1.63 )
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The shares of Class A Common Stock underlying stock options, RSUs and PSUs that were excluded in the computation of diluted EPS because their inclusion would be anti-dilutive were as follows:
Three Months Ended March 31, Nine Months Ended March 31,
(In millions) 2026 2025 2026 2025
Stock options
7.0 8.9 7.8 8.4
RSUs and PSUs
— 0.2 0.2 1.8
As of March 31, 2026 and 2025, 0.5 million and 0.6 million shares, respectively, of Class A Common Stock underlying PSUs have been excluded from the computation of diluted EPS as the number of shares ultimately issued is contingent on the achievement of applicable performance targets of the Company, as discussed in Note 19 – Stock Programs in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
NOTE 11 – EQUITY
Total Stockholders’ Equity
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions, except per share data)
2026 2025 2026 2025
Common stock, beginning of the period $ 6 $ 6 $ 6 $ 6
Stock-based compensation — — — —
Common stock, end of the period 6 6 6 6
Paid-in capital, beginning of the period 7,245 6,889 7,012 6,685
Common stock dividends 1 2 5 6
Stock-based compensation 78 75 307 275
Paid-in capital, end of the period 7,324 6,966 7,324 6,966
Retained earnings, beginning of the period 11,624 12,313 11,672 13,427
Common stock dividends ( 128 ) ( 128 ) ( 385 ) ( 496 )
Net earnings (loss)
89 159 298 ( 587 )
Retained earnings, end of the period 11,585 12,344 11,585 12,344
Accumulated other comprehensive loss, beginning of the period ( 1,080 ) ( 1,341 ) ( 1,127 ) ( 1,140 )
Other comprehensive (loss) income
( 76 ) 68 ( 29 ) ( 133 )
Accumulated other comprehensive loss, end of the period ( 1,156 ) ( 1,273 ) ( 1,156 ) ( 1,273 )
Treasury stock, beginning of the period ( 13,764 ) ( 13,698 ) ( 13,698 ) ( 13,664 )
Stock-based compensation ( 2 ) — ( 68 ) ( 34 )
Treasury stock, end of the period ( 13,766 ) ( 13,698 ) ( 13,766 ) ( 13,698 )
Total equity
$ 3,993 $ 4,345 $ 3,993 $ 4,345
Cash dividends declared per common share $ .35 $ .35 $ 1.05 $ 1.36
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of quarterly cash dividends declared per share on the Company’s Class A and Class B Common Stock during the nine months ended March 31, 2026:
Date Declared Record Date Payable Date Amount per Share
August 19, 2025 September 2, 2025 September 16, 2025 $ .35
October 29, 2025 November 28, 2025 December 15, 2025 $ .35
February 4, 2026 February 27, 2026 March 16, 2026 $ .35
On April 30, 2026, a dividend was declared in the amount of $ .35 per share on the Company’s Class A and Class B Common Stock. The dividend is payable in cash on June 15, 2026 to stockholders of record at the close of business on May 29, 2026.
Common Stock
Beginning in December 2022, the Company suspended the repurchase of shares of its Class A Common Stock under its publicly announced program. The Company may resume repurchases in the future.
During the nine months ended March 31, 2026, 11.0 million shares of the Company’s Class B Common Stock were converted into the same amount of shares of the Company’s Class A Common Stock.
Accumulated Other Comprehensive Loss
The following table represents changes in accumulated other comprehensive loss, net of tax, by component for the three and nine months ended March 31, 2026:
(In millions) Net Cash
Flow Hedge
Cross-Currency Swap Contracts
- Fair Value Hedge (1)
Amounts Included in
Net Periodic Benefit Cost
Translation
Adjustments Total
Balance at June 30, 2025 $ ( 11 ) $ 6 $ ( 204 ) $ ( 918 ) $ ( 1,127 )
OCI before reclassifications (2)
12 11 1 18
42
Amounts reclassified to Net earnings 6 ( 7 ) 6 — 5
Net current-period OCI 18 4 7 18 47
Balance at December 31, 2025
7 10 ( 197 ) ( 900 ) ( 1,080 )
OCI before reclassifications (2)
6 1 1 ( 88 ) (3)
( 80 )
Amounts reclassified to Net earnings 6 ( 4 ) 2 — 4
Net current-period OCI 12 ( 3 ) 3 ( 88 ) ( 76 )
Balance at March 31, 2026 $ 19 $ 7 $ ( 194 ) $ ( 988 ) $ ( 1,156 )
(1) The gain recognized in AOCI, net of tax from cross-currency swap contracts represents the amount excluded from effectiveness testing.
(2) The tax provision included in Net Cash Flow Hedge, Cross-Currency Swap Contracts - Fair Value Hedge, Amounts Included in Net Period Benefit Cost and Translation Adjustments for the six months ended December 31, 2025 was $ 4 million, $ 3 million, $ 1 million and $ 9 million, respectively. For the three months ended March 31, 2026, the tax provision (benefit) included in Net Cash Flow Hedge, Cross-Currency Swap Contracts - Fair Value Hedge, Amounts Included in Net Periodic Benefit Cost and Translation Adjustments was $ 1 million, $ 1 million, $( 1 ) million and $ 1 million, respectively.
(3) See Note 4 – Derivative Financial Instruments for gains (losses) relating to net investment hedges.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table represents the effects of reclassification adjustments from AOCI into net earnings (loss) for the three and nine months ended March 31, 2026 and 2025:
Amount Reclassified from AOCI Affected Line Item in
Consolidated Statements of
Earnings (Loss)
Three Months Ended
March 31, Nine Months Ended
March 31,
(In millions) 2026 2025 2026 2025
(Loss) Gain on Cash Flow Hedges
Foreign currency forward contracts $ ( 8 ) $ 7 $ ( 17 ) $ 31 Net sales
Interest rate contracts — — 1 1 Interest expense
Total (loss) gain on cash flow hedges, before tax ( 8 ) 7 ( 16 ) 32
Benefit (provision) for income taxes 2 ( 1 ) 4 ( 7 ) Provision (benefit) for income taxes
Total (loss) gain on cash flow hedges, net of tax ( 6 ) 6 ( 12 ) 25 Net earnings (loss)
Gain on Cross-Currency Swap Contracts - Fair Value Hedge
Cross-currency swap contracts
5 5 14 14 Selling, general and administrative
Provision for income taxes ( 1 ) ( 1 ) ( 3 ) ( 3 ) Provision (benefit) for income taxes
Total gain on cross-currency swap contracts - fair value hedge, net of tax 4 4 11 11 Net earnings (loss)
Retirement Plan and Other Retiree Benefit Adjustments
Amortization of prior service cost 1 1 4 4 Other components of net periodic benefit cost
Amortization of actuarial loss ( 4 ) ( 4 ) ( 14 ) ( 11 ) Other components of net periodic benefit cost
Total retirement plan and other retiree benefit adjustments, before tax ( 3 ) ( 3 ) ( 10 ) ( 7 ) Other components of net periodic benefit cost
Benefit for income taxes 1 — 2 1 Provision (benefit) for income taxes
Total retirement plan and other retiree benefit adjustments, net of tax ( 2 ) ( 3 ) ( 8 ) ( 6 ) Net earnings (loss)
Total reclassification adjustments, net $ ( 4 ) $ 7 $ ( 9 ) $ 30 Net earnings (loss)
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 – STATEMENT OF CASH FLOWS
Supplemental cash flow information for the nine months ended March 31, 2026 and 2025 is as follows:
Nine Months Ended
(In millions) March 31, 2026 March 31, 2025
Cash:
Cash paid during the period for interest $ 229 $ 243
Cash paid during the period for income taxes $ 431 $ 468
Non-cash investing and financing activities:
Property, plant and equipment accrued but unpaid $ 23 $ 26
Right-of-use assets obtained in exchange for new/modified operating lease liabilities $ 204 $ 401
NOTE 13 – SEGMENT DATA AND RELATED INFORMATION
Operating segments include components of an enterprise for which separate financial information is available that are regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Although the Company operates in one business segment, beauty products, the chief operating decision maker evaluates performance based on its four major product categories: skin care, makeup, fragrance and hair care. These product categories meet the definition of operating and reportable segments and, accordingly, additional financial data is provided below. Royalty revenue associated with the license of the TOM FORD trademark as well as sales and related results of ancillary products and services that do not fit within the Company's definitions of skin care, makeup, fragrance and hair care are included in the other category.
Segment net sales and operating income (loss) is before the impacts of restructuring and other activities and the impacts from the other category described above. Returns and charges associated with restructuring and other activities are not allocated to the Company's segments because they are centrally directed and controlled, are not included in internal measures of segment performance and result from activities that are deemed Company-wide initiatives to redesign, resize and reorganize select areas of the business.
The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; thus, no additional information is produced for the chief operating decision maker or included herein.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information about the Company's four operating segments for the three and nine months ended March 31, 2026 and 2025 is as follows:
(In millions)
Three Months Ended March 31, 2026
Skin Care Makeup Fragrance Hair Care Total
Net sales
$ 3,712
Less: Other category net sales
28
Segment net sales
$ 1,856 $ 1,072 $ 628 $ 128 $ 3,684
Cost of sales 427 264 138 34 863
Selling, general and administrative expenses 958 776 456 90 2,280
Other segment items (1)
27 35 13 9 84
Segment operating income (loss)
$ 444 $ ( 3 ) $ 21 $ ( 5 ) $ 457
Other category operating income 16
Charges associated with restructuring and other activities
( 224 )
Operating income 249
Reconciliation to earnings before income taxes:
Interest expense ( 82 )
Interest income and investment income, net 15
Other components of net periodic benefit cost ( 3 )
Earnings before income taxes $ 179
Segment depreciation and amortization
$ 100 $ 58 $ 34 $ 7 $ 199
Other category
2
Depreciation and amortization $ 201
(1) Other segment items reflect the securities class action litigation settlement.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions)
Three Months Ended March 31, 2025
Skin Care Makeup Fragrance Hair Care Total
Net sales
$ 3,550
Less: Other category net sales
25
Segment net sales
$ 1,807 $ 1,035 $ 557 $ 126 $ 3,525
Cost of sales 438 287 120 35 880
Selling, general and administrative expenses 1,008 734 405 104 2,251
Segment operating income (loss)
$ 361 $ 14 $ 32 $ ( 13 ) $ 394
Other category operating income
9
Charges associated with restructuring and other activities
( 97 )
Operating income
306
Reconciliation to earnings before income taxes:
Interest expense ( 87 )
Interest income and investment income, net 27
Other components of net periodic benefit cost ( 5 )
Earnings before income taxes
$ 241
Segment depreciation and amortization
$ 104 $ 60 $ 32 $ 7 $ 203
Other category
1
Depreciation and amortization $ 204
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions)
Nine Months Ended March 31, 2026
Skin Care Makeup Fragrance Hair Care Total
Net sales
$ 11,422
Less: Other category net sales
84
Less: Returns associated with restructuring and other activities
1
Segment net sales
$ 5,485 $ 3,266 $ 2,161 $ 425 $ 11,337
Cost of sales 1,317 840 491 109 2,757
Selling, general and administrative expenses 3,056 2,391 1,445 306 7,198
Other segment items (1)
27 35 13 9 84
Segment operating income $ 1,085 $ — $ 212 $ 1 $ 1,298
Other category operating income 38
Charges associated with restructuring and other activities
( 517 )
Operating income 819
Reconciliation to earnings before income taxes:
Interest expense ( 253 )
Interest income and investment income, net 66
Other components of net periodic benefit cost ( 11 )
Earnings before income taxes $ 621
Segment depreciation and amortization
$ 287 $ 171 $ 114 $ 22 $ 594
Other category
4
Depreciation and amortization $ 598
(1) Other segment items reflect the securities class action litigation settlement.
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THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions)
Nine Months Ended March 31, 2025
Skin Care Makeup Fragrance Hair Care Total
Net sales
$ 10,915
Less: Other category net sales
80
Segment net sales
$ 5,257 $ 3,223 $ 1,931 $ 424 $ 10,835
Cost of sales 1,324 862 428 117 2,731
Selling, general and administrative expenses 3,149 2,326 1,308 341 7,124
Impairment of goodwill and other intangible assets — 258 549 — 807
Other segment items (1)
— 159 — — 159
Segment operating income (loss)
$ 784 $ ( 382 ) $ ( 354 ) $ ( 34 ) $ 14
Other category operating loss ( 25 )
Charges associated with restructuring and other activities
( 384 )
Operating loss ( 395 )
Reconciliation to loss before income taxes:
Interest expense ( 269 )
Interest income and investment income, net 85
Other components of net periodic benefit cost ( 10 )
Loss before income taxes $ ( 589 )
Segment depreciation and amortization
$ 298 $ 183 $ 109 $ 24 $ 614
Other category
5
Depreciation and amortization $ 619
(1) Other segment items reflect Talcum litigation settlement agreements.
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THE ESTÉE LAUDER COMPANIES INC.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.