The Estée Lauder Companies Inc. (EL) SEC Filings & Earnings Calls

Controlled Company Governance Risk

“The Lauder family has direct and indirect holdings of approximately 82% of the voting power of the Company as of the Record Date.” · word for word

Tariff Cost Pressure

“partially offset by inflation and the impact of incremental tariffs, net of refunds received.” · word for word

PSU Performance Risk

“Based on the Company's below-threshold performance over the three-year period ended June 30, 2026, the annual PSUs granted in August 2023 (fiscal 2024) resulted in no payouts to our NEOs.” · word for word

Potential governance risk from group filing

“By virtue of the Trustees... becoming party to the Stockholders' Agreement, the Reporting Persons and the Trustees may be deemed members of a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.”

Talcum litigation exposure

“We recorded a charge of $159 million in the fiscal 2025 first quarter, representing our best estimate of probable losses for current and potential future claims under these agreements.” · word for word

Securities class action litigation

“Securities class action litigation settlement charge of $84 million in fiscal 2026.”

Goodwill and intangible asset impairment risk

“Impairment of goodwill and other intangible assets of $1,286 million in fiscal 2025.”

Dependence on Lauder family control

“Members of the Lauder family beneficially own shares having approximately 82% of the outstanding voting power.”

Foreign exchange volatility

“Impact of foreign currency translation on net sales was $(250) million in fiscal 2026.”

Tariff exposure and geopolitical risks: $102M gross tariff impact partially offset by $38M refunds; Middle East conflict disruption.

“Incremental tariffs of $102 million; $38 million refunds received; Middle East conflict had dilutive impact on EPS.”

Insider pledge risk

“Upon the occurrence of certain events that are customary for this type of loan, the Lender may exercise its rights to require the Reporting Person to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the shares of Class B Common Stock pledged to it in accordance with the terms of the ALZ Loan Facility.” · word for word

Insider pledge risk

“Upon the occurrence of certain events that are customary for this type of loan, the Lender may exercise its rights to require the Reporting Person to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the shares of Class B Common Stock pledged to it in accordance with the terms of the ALZ Loan Facility.” · word for word

Tariff and inflation headwinds partially offset by PRGP; geopolitical uncertainty noted

“unfavorable impacts from incremental tariffs and inflation; uncertain geopolitical and macroeconomic environment” · word for word

Securities class action loss contingency of $84 million recorded

“unfavorable impact of an $84 million loss contingency related to a potential settlement of a securities class action” · word for word

Tariff impact on profitability

“We continue to anticipate higher tariff rates to have an adverse effect on fiscal 2026 profitability and cash flows, and depending on actual rates and countries imposing tariffs such adverse impacts could be material.” · word for word

Geopolitical and macroeconomic uncertainty

“We continue to monitor and assess the impact that these challenges may have on net sales and profitability, including impacts to our effective tax rate from changes to our geographical mix of earnings.” · word for word

Restructuring execution risk

“We now estimate 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.” · word for word

Pledged shares risk

“the 4,768,846 shares of Class B Common Stock owned by the RSL Shares Trust remained pledged under the Loan Facility ... the Lender may exercise its rights to require ... pre-pay the loan proceeds, post additional collateral, or foreclose on, and dispose of, the shares” · word for word

Pledged shares risk

“the 4,768,846 shares of Class B Common Stock owned by the RSL Shares Trust remained pledged under the Loan Facility ... the Lender may exercise its rights to require ... pre-pay the loan proceeds, post additional collateral, or foreclose on, and dispose of, the shares” · word for word

Deal uncertainty; no agreement signed; regulatory and integration risks if consummated.

“No final decision has been made, and no agreement has been reached. Unless and until an agreement is signed between the companies, there can be no assurances regarding the deal or its terms.” · word for word

Tariff impact on profitability

“Tariffs negatively impacted our operating results in the fiscal 2026 second quarter and we expect these impacts to continue.” · word for word

Travel retail volatility

“Within our Asia travel retail business, we continue to experience volatility, including the incremental transitory headwind from the change of duty-free retailers servicing the Beijing and Shanghai airports.” · word for word

Department store headwinds in US

“Within the United States we continue to experience headwinds from challenges in department stores, including the recent announcement of a retailer bankruptcy.” · word for word

Restructuring execution risk

“The Restructuring Program... includes reorganization and rightsizing of certain areas, simplification and acceleration of processes, outsourcing of select services and evolution of go-to-market footprint.”

Exposure to China market and tariff impacts; effective tax rate increased to 51.4% due to tax legislation and valuation allowances.

“impact of incremental tariffs; effective tax rate was 51.4%”

No material risk; routine corporate governance matters.

“All proposals passed with strong support.”

Insider selling via secondary offering may indicate lack of confidence or need for liquidity.

“Selling Stockholders (trusts affiliated with descendants of Leonard A. Lauder) sold 11.3M shares.”

Dilution of existing shareholders due to conversion of Class B shares.

“Conversion of 11M Class B shares into Class A increases share count.”

Effective tax rate elevated at 56.9% (GAAP) and 40.5% (adjusted), impacting net income.

“Effective tax rate was 56.9%, compared with 13.3% in the prior year” · word for word

Net cash used in operations still negative at $340M, though improved from $670M.

“Net cash flows used for operating activities decreased to $340 million” · word for word

Tariff impact on profitability and cash flows

“We anticipate higher tariff rates to have an adverse effect on fiscal 2026 profitability and cash flows, and depending on actual rates and countries imposing tariffs such adverse impacts could be material.” · word for word

High effective tax rate due to new U.S. tax legislation

“The increase in the effective tax rate of 4,360 basis points was attributable in part to the loss before income taxes in the fiscal 2025 first quarter as well as the estimated unfavorable impact of the newly enacted U.S. tax legislation.” · word for word

U.S. department store channel headwinds

“Partially offsetting the reported net sales increase was lower net sales in North America, primarily reflecting continued challenges in department stores, including the impact from store closures related to a retailer bankruptcy as well as softness in certain retailers.” · word for word

Travel retail conversion weakness

“Although there are signs of stabilization in Mainland China, travel retail conversion continues to be weak and challenges persist in Western Europe, including subdued sentiment.” · word for word

High leverage and debt-to-capitalization

“Total debt as a percent of total capitalization was 65% at September 30, 2025 and June 30, 2025.” · word for word