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    UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30,2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-14064The Este Lauder Companies Inc.(Exact name of registrant as specified in its charter)Delaware11-2408943(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)767 Fifth Avenue,New York,New York10153(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code 212-572-4200Securities registered pursuant to Section 12(b)of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A Common Stock,$.01 par valueELNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required tofile such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorterperiod that the registrant was required to submit and post such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of theExchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the registrants voting common equity held by non-affiliates of the registrant was approximately$17 billion at December 31,2024(the last business day of the registrants most recently completed second quarter).*At August 13,2025,234,347,415 shares of the registrants Class A Common Stock,$.01 par value,and 125,542,029 shares of the registrants Class B Common Stock,$.01 par value,were outstanding.Documents Incorporated by ReferenceDocumentWhere IncorporatedProxy Statement for Annual Meeting ofStockholders to be held November 13,2025Part III*Calculated by excluding all shares held by executive officers and directors of registrant and certain trusts without conceding that all such persons are“affiliates”of registrant for purposes of the Federal securities laws.Table of ContentsTHE ESTE LAUDER COMPANIES INC.INDEX TO ANNUAL REPORT ON FORM 10-K PagePart I:Item 1.Business2Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures26Part II:Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.Reserved28Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information58Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections58Part III:Item 10.Directors,Executive Officers and Corporate Governance59Item 11.Executive Compensation59Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13.Certain Relationships and Related Transactions,and Director Independence60Item 14.Principal Accounting Fees and Services60Part IV:Item 15.Exhibits,Financial Statement Schedules61Item 16.Form 10-K Summary68Signatures 69Table of ContentsCautionary Note Regarding Forward-Looking Information and Risk FactorsThis Annual Report on Form 10-K includes“forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995.Such statements may address ourexpectations regarding sales,earnings or other future financial performance and liquidity,other performance measures,product introductions,entry into new geographic regions,informationtechnology initiatives,new methods of sale,our long-term strategy,restructuring and other charges and resulting cost savings,and future operations or operating results.Although we believe ourexpectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations,we cannot assure that actual results will not differ materially from ourexpectations.Factors that could cause actual results to differ from expectations are described herein;in particular,see“Item 7.Managements Discussion and Analysis of Financial Conditionand Results of Operations Cautionary Note Regarding Forward-Looking Information.”In addition,there is a discussion of risks associated with an investment in our securities,see“Item 1A.Risk Factors.”Unless the context requires otherwise,references to“we,”“us,”“our”and the“Company”refer to The Este Lauder Companies Inc.and its subsidiaries.PART IItem 1.Business.The Este Lauder Companies Inc.,founded in 1946 by Este and Joseph Lauder,is one of the worlds leading manufacturers,marketers and sellers of quality skin care,makeup,fragrance and hair careproducts.We are a steward of over 20 luxury and prestige brands globally.Since the initial launch of the Este Lauder brand in the United States,we have significantly expanded our consumer reachto approximately 150 countries and territories.We operate as a wholesaler,with our products sold in brick-and-mortar locations and on various e-commerce platforms,including those operated bydepartment stores,duty-free retailers,specialty-multi retailers,online pure players,upscale perfumeries and pharmacies,and top-tier salons and spas.Additionally,we operate a direct-to-consumerbusiness across freestanding stores,our brands websites and third-party online platforms.In February 2025,we embarked on“Beauty Reimagined,”a strategic vision which focuses on accelerating best-in-class consumer coverage,creating transformative innovation,boosting consumer-facing investments,fueling sustainable growth through bold efficiencies and reimagining the way we work.We have been controlled by the Lauder family since the founding of our Company.Members of the Lauder family,some of whom are directors,executive officers and/or employees,beneficially own,directly or indirectly,as of August 13,2025,shares of our Companys Class A Common Stock and Class B Common Stock having approximately 84%of the outstanding voting power of the CommonStock.2Table of ContentsProductsSkin Care-Our broad range of skin care products address various skin care needs.These products include moisturizers,serums,cleansers,toners,eye care,body care,exfoliators,acne and oilcorrectors,facial masks and sun care products.Makeup-We offer an extensive array of makeup products across shades and colors.Our full array of makeup products includes foundations,powders,concealers and setting sprays,lipsticks,lipliners and lip glosses,and mascaras,eyeshadows and eyeliners.We also sell related items such as compacts,brushes and other makeup tools.Fragrance-We offer a variety of fragrance products.The fragrances are sold in various forms,including parfum,eau de parfum,eau de toilette,eau de cologne,and body spray,as well as lotions,creams,powders,candles and soaps that are based on a particular fragrance.Hair Care-Our hair care products include shampoos,conditioners,styling products,treatment,finishing sprays and hair color products.Other-The other category includes royalty revenue from our licensing of the TOM FORD trademark to third parties since our fiscal 2023 acquisition of the TOM FORD brand as well as sales fromancillary products and services that do not fit within the definitions of skin care,makeup,fragrance,and hair care.3Table of ContentsOur BrandsGiven the personal nature of our products and the wide array of consumer preferences and tastes,as well as competition for the attention of consumers,our strategy has been to market and promote ourproducts through distinctive brands seeking to address broad preferences and tastes.Each brand has a single global image that is promoted with consistent logos,packaging and advertising designed toenhance its image and differentiate it from other brands in the market.Beauty brands are differentiated by numerous factors,including quality,performance,a particular lifestyle,where they aredistributed(e.g.,prestige or mass)and price point.Below is a chart showing brands we sell and how we view them based on lifestyle and price point:4Table of Contents Este Lauder brand products,which have been sold since 1946,have a reputation for innovation,sophistication andsuperior quality.Este Lauder is one of the worlds most renowned beauty brands,producing iconic skin care,makeupand fragrances.We pioneered the marketing of prestige mens fragrance,grooming and skin care products with the introduction ofAramis products in 1964.Introduced in 1968,Clinique skin care and makeup products are all allergy tested and 100%fragrance free and havebeen designed to address individual skin types and needs.Clinique also offers select fragrances.The skin care andmakeup products are based on the research and related expertise of leading dermatologists.Lab Series,introduced in 1987,is a series of high performance,specialized skin care solutions uniquely created toimprove the look and feel of mens skin.Introduced in 1990,Origins is known for high-performance natural skin care that is“powered by nature and proven byscience”and also sells fragrance products.Origins has a license agreement to develop and sell beauty products using thename of Dr.Andrew Weil.MAC,the leading brand of professional cosmetics,was created in Toronto,Canada.After having acquired a majorityinterest in 1994,we completed our acquisition of MAC in 1998.The brands popularity has grown through a traditionof word-of-mouth endorsement from professional makeup artists,models,photographers and journalists around theworld.Acquired in 1995,Bobbi Brown Cosmetics is a global prestige beauty brand known for its high quality and undertone-correct makeup and skin care products that celebrate individual beauty and confidence.Reflecting its artistry roots,thebrand is focused on creating a teaching and learning community of women around the world.5Table of Contents Acquired in 1995,La Mer is a leading global luxury skin care brand that is available in limited distribution worldwide.The brand is known for its iconic Crme de la Mer moisturizer,serums and lotions,as well as other skin care andfoundation products that are created around the original“Miracle Broth.”Acquired in 1997,Aveda sells high-performance,naturally-derived hair care products,as well as skin care,makeup andfragrance.The brand is known for its innovative plant-based products and its commitment to environmentalsustainability and corporate responsibility.It is distributed primarily through top-tier hair salons and direct-to-consumer,via online and Aveda stores.Acquired in 1999,Jo Malone London is a scented British lifestyle brand with understated elegance,offering enchantedstory-telling and“High-Touch”boutique services.The brands famous colognes are perfect alone or artfully layered.JoMalone London embodies the spirit of gifting generosity and inspires emotional elevation.Acquired a majority interest in 2000(and the remaining interest in 2006),Bumble and bumble is a New York-based haircare brand that creates high-quality hair care and styling products.The brand is distributed primarily through top-tiersalons,including Bumble and bumbles own flagship salons,specialty-multi retailers and online.Acquired in 2003,Darphin is a Paris-based,prestige skin care brand known for its high-performance botanical skin care.The brand is distributed primarily through high-end independent pharmacies and online brand and retailer channels.In 2005,we entered into a license agreement under the TOM FORD brand name and developed,manufactured anddistributed luxury fragrances and beauty products.In fiscal 2023,we acquired the TOM FORD brand and relatedintellectual property.The TOM FORD brand is a luxury brand created in 2005,encompassing fashion,fragrance,eyewear and other accessories.As the current owner and steward of the brand,we are continuing with the beautyproducts and have licensed the fashion brand and operations and eyewear to third parties.Consistent with the fashionbrand,our products exude seductive modern-day glamour and include luxury fragrance,color cosmetics,mensgrooming products and skin care products for discerning consumers globally.Acquired in 2010,Smashbox Cosmetics is a Los Angeles-based,photo studio-inspired makeup brand with highperformance products created for our consumers everyday life in the spotlight.6Table of Contents Launched in 2012,AERIN is a luxury lifestyle beauty and fragrance brand inspired by the signature style of its founder,Aerin Lauder.Acquired in 2014,Le Labo is a sensory and experiential lifestyle brand,deeply rooted in the craft of slow perfumery.Born in Grasse,France and raised in downtown NYC,it offers hand-crafted and personalized fragrances,as well asalternative and genuine experiences celebrating craftsmanship.Acquired in 2015,Les Editions de Parfums Frdric Malle is a collection of exclusive,sophisticated,ultraluxuryfragrances crafted by some of the worlds most talented perfumers and published by the brand.Acquired in 2015,GLAMGLOW started as a behind-the-scenes Hollywood secret to instant glow.The brand is knownfor bold,sensorial products that deliver instant results,and its unconventional philosophy that high performance skincare should also be fun and sexy.Acquired in 2016,KILIAN PARIS is a prestige fragrance brand that embodies timeless sophistication and modernluxury.Acquired in 2016,Too Faced is a serious makeup brand that knows how to have fun.The brand is unabashedly pink,pretty and feminine with a playful wink that is beloved for its high-quality formulas,cheeky product names anddistinctive packaging.Acquired in 2019,Dr.Jart is a Seoul-based,global skin care brand known for its innovative formulations and uniquecombination of dermatological science and art.After increasing our investment to 76%in 2021,we purchased the remaining interest in the Deciem Beauty Group Inc.(DECIEM)in 2024.Known as“The Abnormal Beauty Company,”DECIEM is a Toronto-based,vertically integratedmulti-brand beauty company rooted in a consumer-focused and functional approach.Its portfolio includes The Ordinary,an ingredient-focused brand,and NIOD,a science-driven skin care brand.BALMAIN Beauty was established in 2022 through a license from the fashion house Balmain Paris“to celebrate all thebeauties of the world,no exceptions.”Building upon an exceptional fashion and fragrance legacy,BALMAIN Beautylaunched its first fragrances in fiscal 2025.7Table of ContentsFrom time to time,we also make minority investments in companies,mainly in the beauty industry,including through our New Incubation Ventures,the strategic early-stage investment and incubationarm of our Company.In some cases,we have acquired the remaining interests(e.g.,Have&Be Co.Ltd.(i.e.Dr.Jart )and DECIEM).We have several minority investments including a companybased in India that manufactures,markets and sells Ayurvedic skin care and other products under the Forest Essentials brand name,primarily in India.Our“Luxury Brands”are La Mer,Jo Malone London,TOM FORD,AERIN Beauty,Le Labo,Editions de Parfums Frdric Malle,KILIAN PARIS and BALMAIN Beauty.Our luxury portfolio alsoincludes Este Lauders Re-Nutriv product franchise.Our“Large Brands”are Este Lauder,La Mer,Clinique and MAC.Our“Scaling Brands”are Jo Malone London,TOM FORD,The Ordinary,Aveda,and Bobbi Brown Cosmetics.Our“Developing Brands”are Le Labo,Too Faced,Dr.Jart ,Origins,KILIAN PARIS,Bumble and bumble,Editions de Parfums Frdric Malle,Smashbox,Darphin Paris,Lab Series,AERIN Beauty,NIOD,Aramis,BALMAIN Beauty and GLAMGLOW.Social Impact and SustainabilityWe continue to integrate social impact and sustainability into our strategy and business operations.Our social impact and sustainability initiatives help drive innovation,growth and efficiency acrossthe business and within our brand portfolio.These initiatives also aim to foster employee engagement and build consumer trust and loyalty.Areas of focus include climate and energy;packaging;sourcing;green chemistry and ingredient transparency;inclusion;employee health and safety;and social investments.We have set goals ormade commitments within these focus areas.For example,our goals related to climate and energy support efficiency and conservation within our facilities,internal supply chain and value chain.Certain goals are also intended to help us reduce cost and waste.The Nominating and ESG Committee of our Board of Directors has oversight responsibility for our Companys environmental,social and governance(“ESG”)activities and practices,includingcitizenship and sustainability matters.Our social impact and sustainability efforts are led by our President and Chief Executive Officer.Other members of senior management,along with employeesacross the organization,help to drive our strategic initiatives concerning social impact and sustainability.Additional information related to our social impact and sustainability matters can be found at .DistributionWe operate as a wholesaler,with our products sold in brick-and-mortar locations and on various e-commerce platforms,including those operated by department stores,duty-free retailers,specialty-multi retailers,online pure players,upscale perfumeries and pharmacies,and top-tier salons and spas.Additionally,we operate a direct-to-consumer business across freestanding stores,our brandswebsites and third-party online platforms.Our general practice is to accept returns of our products from customers if properly requested and approved.Our online sites,including our sites as well as those operated by authorized retailers and through third-party online platforms are in approximately 50 countries,with a majority of theseonline sales generated in mainland China,the United States and the United Kingdom.During fiscal 2025,we closed freestanding stores in underperforming areas of our business and opened newfreestanding stores where growth opportunities existed.We operated approximately 1,600 freestanding stores as of June 30,2025.Most freestanding stores are operated by us under a single brandname,such as MAC,Jo Malone London and Le Labo.Over 300 of the freestanding stores are multi-branded company stores,primarily in outlet malls.We maintain dedicated sales teams that manage our retail accounts.We have wholly-owned operations in over 50 countries through which we market,sell and distribute our products.In certaincountries,we sell our products through carefully selected distributors who we believe share our commitment to protecting the image and position of our brands.For information regarding our net salesby geographic region,see Item 8.Financial Statements and Supplementary Data Note 15 Revenue Recognition.8Table of ContentsAs we have done historically,we continue to develop our strategy,assess performance and allocate resources by product category and will continue to report results by product category.To enhanceaccountability and streamline operations within the organization,as well as to align with our recently announced leadership changes,we have reorganized our geographic regions.Beginning with thefiscal 2026 first quarter,we will be reporting our fiscal 2026 and comparative fiscal 2025 results by geographic region under the new regional structure.Our four new geographic regions are:The Americas,which will continue to include North America and Latin America;Europe,the United Kingdom and Ireland and Emerging Markets(EUKEM),which will continue to include the geographic markets of our previously reported Europe,the Middle East&Africa region,will exclude our global travel retail business,and will include our Southeast Asian Emerging Markets,previously reported in our Asia/Pacific region,of Indonesia,Malaysia,the Philippines,Thailand and Vietnam;Asia/Pacific,which will continue to include certain geographic markets of our previously reported Asia/Pacific region,such as Japan,Korea,Hong Kong SAR,and Australia,among others,and will also include our global travel retail business,previously reported in our Europe,the Middle East&Africa region;andMainland China,previously reported in our Asia/Pacific region,will now be reported as a separate region.Our“Emerging Markets”in The Americas are Argentina,Brazil,Chile,Colombia,Mexico,Panama and Peru and in our reorganized region of EUKEM are Central Europe,India,Indonesia,Israel,Kazakhstan,Malaysia,the Middle East,the Philippines,Russia,South Africa,Thailand,Turkey and Vietnam.Our“Priority Emerging Markets”in The Americas are Brazil and Mexico and in EUKEM are India,Indonesia,Malaysia,the Middle East,the Philippines,South Africa,Thailand,Turkey andVietnam.Our references to North America within this document include the United States and Canada.CustomersOur strategy is to build strong relationships globally with select retailers,and our senior management works with executives of our major retail accounts on a regular basis in support of theserelationships.We believe we are viewed as an important supplier to these customers.In addition,we connect with our consumers directly through freestanding stores,e-commerce sites and socialmedia to build a robust omnichannel experience that allows consumers to shop in these and other channels.MarketingOur strategy to market and promote our products begins with our well-diversified portfolio of distinctive brands across four major product categories.Our portfolio can be deployed in multipledistribution channels,key travel corridors and geographies and we continue to expand our consumer coverage by entering high-growth,consumer-preferred channels,markets,media and price tierswhere our global reputation and awareness of our brands benefit us.By putting the consumer at the center of every engagement and leveraging our geographic and distribution channel diversity,weoffer strong consumer coverage which allows us to reach and engage local consumers across an array of developed and emerging markets by emphasizing products and services with local relevance,inclusiveness and appeal.This strategy is built around“Bringing the Best to Everyone We Touch.”Our founder,Mrs.Este Lauder,formulated this unique marketing philosophy to provide“High-Touch”service and high-quality products as the foundation for a solid and loyal consumer base.Our“High-Touch”approach is demonstrated through our integrated consumer engagement models thatleverage our product specialists and technology to provide the consumer with a distinct and truly personalized experience.As our business has grown and channel mix has evolved,we have furtherexpanded our marketing philosophy and“High-Touch”execution to build both online and offline personalized consumer experiences through digital and physical demonstration,targeted digital mediaand tailored trial-to-loyalty pathways.We plan to continue to leverage our core strengths,including the quality of our products,our“High-Touch”consumer engagement and a diversified portfolio ofbrands,channels and geographies.9Table of ContentsOur marketing strategies vary by brand,local market and distribution channel.We have a diverse portfolio of brands,and we employ different engagement models suited to each brands equity,distribution,product focus,understanding of the core consumer and local relevance.This enables us to elevate the consumer experience as we attract new consumers,create trial,build loyalty,driveconsumer advocacy and address the transformation of consumer shopping behaviors.Hero products are at the core of our brand marketing strategies.They are the pillars of our brands and historicallyhave provided strong results through high repeat sales and consumer loyalty.In addition to continuing to attract existing consumers,our hero products provide an opportunity for new consumers to beintroduced to our desirable products,creating consumer traffic across all channels of distribution.We aim to further strengthen our hero products,and create new ones,through continuous review ofour product portfolio and transformative innovation that delivers fast-to-market,trend-driven products across prestige price tiers focused on in-demand subcategories,benefits,and occasions.Ourmarketing planning approach focuses on effective and impactful visible advertising spending,optimizing marketing programs,and eliminating low-return activities to accelerate new consumeracquisition.To that end,we also leverage local insights to optimize allocation of resources across different media outlets and retail touch points to resonate with our most discerning consumers mosteffectively.This includes strategically deploying our brands and tailoring product assortments and communications to fit local tastes and preferences in cities and neighborhoods,and also using theseinsights to develop new ways to innovate,engage consumers,build brand equity and sell products.For a number of products,we create and deploy 360 integrated consumer engagementprograms.We build brand equity and drive traffic to retail locations and to our own and authorized retailers websites including through digital and social media,broad reach advertising,such asbillboards in cities and airports,television and email.In addition,we seek editorial coverage for our brands and products in digital and social media and print,to drive influencer amplification.We continue to focus on increasing our brand awareness and sales through our strategic emphasis on technology,by expanding our digital and omnichannel presence,including social media andinfluencer marketing.Our ongoing investments in new analytical capabilities enable us to create more personalized experiences across our distribution channels.We also anticipate and monitoremerging platforms,balancing speed to market with brand protection to ensure readiness while safeguarding brand equity.We continue to innovate to better meet consumer online shoppingpreferences(e.g.,how-to videos,ratings and reviews and mobile phone and tablet applications),support e-commerce businesses via digital and social marketing activities designed to build brandequity and“High-Touch”consumer engagement,in order to continue to offer better experiences and services and set the standard for prestige beauty shopping online.We also support our authorizedretailers to strengthen their e-commerce businesses and drive sales of our brands on their websites.We are leveraging artificial intelligence(“AI”)across the marketing value chain to enhance personalization at scale,increase speed to market and reduce costs.As examples,we are using AI toidentify insights to inform consumer-centric campaigns,develop and test concepts,and produce creative content.Promotional activities,in-store displays,and online navigation are designed to attract new consumers,build demand and loyalty and introduce existing consumers to other product offerings from therespective brands.Our marketing efforts also benefit from cooperative advertising programs with some retailers,some of which are supported by coordinated promotions,such as sampling programs,including purchase with purchase and gift with purchase.Sampling is a key promotional activity as the quality and perceived benefits of sample products are very effective inducements to purchasesby new and existing consumers.Such activities attract consumers and keep existing consumers engaged.Our marketing and sales executives spend considerable time in the field meeting withconsumers,retailers,beauty advisors and makeup artists at the points of sale to enable us to offer a seamless experience across channels of distribution.As consumer behaviors,digital-first consumer journeys and e-commerce evolve,we adjust our direct-to-consumer business models and consumer engagement programs.These models and programsare designed to provide distinct one-to-one and one-to-many“High-Touch”omnichannel services and personalized experiences by leveraging technology and our talented beauty advisors,consultants,and makeup artists.Information TechnologyInformation technology,including operational technology and our websites,is a key enabler of all aspects of our business,from research and development,product development,production anddistribution,to marketing,sales and order processing,consumer experiences as well as finance and human resources.We continue to make strategic investments to align with our long-term strategyand to maintain and enhance our information technology and cybersecurity infrastructure.We are focused on optimizing adoption of such investments to maximize return on investment and realizedvalue.The modernization and simplification of our technology ecosystem remains a key focus,as we increasingly leverage the benefits of the cloud.10Table of ContentsWe recognize technology presents opportunities for competitive advantage,and we continue to invest in new capabilities and the use of emerging technologies,including investments in AI,acrossvarious aspects of our business.As an example,this includes the strategic utilization of data to provide better visibility into consumer trends,to increase responsiveness in our product development.Research and DevelopmentWe believe we are an industry leader in the development of new products,and strive to deliver breakthrough,on-trend and commercial innovation to consumers around the world.Our research anddevelopment group,which includes scientists,engineers,analysts,and other employees involved in product and packaging innovation,works closely with our marketing and product developmentteams,as well as external partners in certain cases,to generate new technologies,design new testing methods,identify new materials,develop new products and product-line extensions,create newpackaging concepts,and improve,redesign or reformulate existing products.In addition,these research and development personnel provide ongoing technical assistance and know-how to qualityassurance and manufacturing personnel on a worldwide basis,to ensure consistent global standards for our products and to deliver environmentally responsible products that meet or exceed consumerexpectations.The research and development group has research-based working relationships with several U.S.and international dermatology and medical institutions,research universities andeducational facilities,which supplement internal capabilities.Members of the research and development group are also responsible for product safety,registration and regulatory compliance matters.Our research and development costs totaled$316 million,$360 million and$344 million in fiscal 2025,2024 and 2023,respectively,and are expensed as incurred.As of June 30,2025,we hadapproximately 1,100 employees engaged in research and development activities.We maintain research and development programs at certain of our principal facilities and facilities dedicated toperforming research and development,see Item 2.Properties.Manufacturing,Warehousing and Raw MaterialsWe manufacture our products primarily in our own facilities in The Americas(United States and Canada);in Europe,the Middle East&Africa(Belgium,Switzerland and the United Kingdom);and inAsia/Pacific(Japan),and we also leverage global third-party manufacturing networks.We continue to evaluate our manufacturing facilities and processes and identify sourcing opportunities toimprove innovation,increase efficiencies,minimize our impact on the environment,ensure supply sufficiency,reduce costs and adjust our operations to respond to external challenges.Our plants aremodern,and our manufacturing processes are substantially automated.While we believe our manufacturing network of internal and external sites is sufficient to meet current and reasonablyanticipated increased requirements,we continue to implement improvements in capacity,technology,and productivity and align our manufacturing with regional sales demand to be more agile.Fromtime to time,demand changes may challenge our capacity for certain subcategories on a short-term basis,but we believe these changes will not impact our ability to meet our long-term strategicobjectives.We have established a flexible global distribution network that is designed to meet the changing demands of our customers while maintaining service levels.We are continuously evaluating andadjusting this physical distribution network,particularly as we work to anticipate and respond to shifts in channel and consumer preferences,external challenges,as well as identifying opportunities toincrease efficiencies and reduce costs.We have established regional and local distribution centers,including those maintained by third parties,strategically positioned throughout the world in order tofacilitate efficient delivery of our products to our customers and consumers.As discussed above,we continue to focus on social impact and sustainability across our operations.Focus areas include employee health and safety and minimizing our impact on the environment.This is achieved,in part,through investment in equipment while enhancing the work environment through safe practices and capabilities.We also engage in initiatives to improve our equipment andbuildings to support and deliver our sustainability goals and reduce our impact on the environment.Environmental efforts include waste reduction,reducing industrial waste to landfills,investments inrenewable energy sources and packaging that incorporates recyclable and recycled content.The principal raw materials used in the manufacture of our products are essential oils,alcohols and specialty chemicals.We also purchase packaging components that are manufactured to our designspecifications.Procurement of materials for all manufacturing facilities is generally made on a global basis through our Global Supplier Management function.We also partner with an extensivenetwork of third-party manufacturers that help us access innovation and capacity.We review our supplier base periodically with the specific objectives of improving quality,increasing innovation andspeed-to-market,ensuring supply sufficiency and reducing costs.In addition,we focus on supply sourcing within the region of manufacture to allow for improved supply chain efficiencies,lead-timereduction and reduced emissions.11Table of ContentsSome of our products rely on single-source or a limited number of suppliers;however,we believe we have a robust business continuity strategy,sophisticated capacity planning tools and strategicinventory buffer and multi-sourcing solutions.In the past,we have been able to obtain an adequate supply of essential raw materials and packaging components for virtually all materials used in theproduction of our products.From time to time,we may experience supply disruptions on a short-term basis,but we currently believe we have adequate resources of supply and our portfolio ofsuppliers has the resources and facilities to overcome most unforeseen interruptions of supply.We are continually benchmarking the performance of our supply chain,and we augment our supply base and adjust our distribution networks and manufacturing plants and networks based upon thechanging needs of the business.Additionally,in connection with our Profit Recovery and Growth Plan(“PRGP”),we have,and are continuing to focus on our levels of excess inventory andobsolescence and cost efficiencies within our global supply chain network.As we integrate acquired brands,we continually seek new ways to leverage our production and sourcing capabilities toimprove our overall supply chain performance.CompetitionThere is significant competition within each market where our skin care,makeup,fragrance and hair care products are sold.Brand recognition,product quality and effectiveness,distribution channels,accessibility,and price point are some of the factors that impact consumers choices among competing products and brands.There continues to be interest and awareness from our customers andconsumers in responsibly-sourced ingredients and environmentally sustainable products,and we believe we are well-positioned to benefit from these preferences due to our social impact andsustainability efforts.Marketing,merchandising,in-store and online experiences and demonstrations,and new product innovations also have an impact on consumers purchasing decisions.We compete against a number of global and local companies.Some of our competitors are large,well-known,multinational manufacturers and marketers of skin care,makeup,fragrance and hair careproducts,most of which market and sell their products under multiple brand names.Our competitors include LOreal S.A.;Unilever;Procter&Gamble;LVMH Mot Hennessey Louis Vuitton;Chanel S.A.;Beiersdorf;Shiseido Company,Ltd.;Coty Inc.;and Puig.We also face competition from a number of independent brands(“Indie Brands”),some of which are backed by private-equityinvestors,as well as some retailers that have their own beauty brands.Certain of our competitors also have ownership interests in retailers that are customers of ours.Trademarks,Patents and CopyrightsWe own the trademark rights used in connection with the manufacturing,marketing,distribution and sale of our products in the United States,China and in the other principal markets where suchproducts are sold,including Este Lauder,Aramis,Clinique,Lab Series,Origins,MAC,Bobbi Brown,La Mer,Aveda,Jo Malone London,Bumble and bumble,Darphin,TOM FORD,Smashbox,Le Labo,Editions de Parfums Frdric Malle,GLAMGLOW,KILIAN PARIS,Too Faced,Dr.Jart ,The Ordinary and NIOD.We are the exclusive worldwide licensee for fragrances,cosmetics,skincare and/or related products for AERIN,BALMAIN,and Dr.Andrew Weil.For further discussion on license arrangements,including their duration,see Item 8.Financial Statements andSupplementary Data Note 2 Summary of Significant Accounting Policies Royalty Fees-License Arrangements.We protect our trademarks in the United States,China and other principal marketsworldwide.We consider the protection of our trademarks to be important to our business.A number of our products incorporate patented,patent-pending or proprietary technology.In addition,several products and packaging for such products are covered by design patents orcopyrights.While we consider these patents and copyrights,and the protection thereof,to be important,no single patent or copyright,or group of patents or copyrights,is considered material to theconduct of our business.Human CapitalWe strive to operate responsibly and to build a sustainable business based on uncompromising ethics and integrity,consistent with our Company values.We view human capital management and thestrength of our employees as integral to the long-term success and resilience of our business.Our Board of Directors and its committees provide oversight to management on a range of human capital matters,including inclusion,health and safety,and compensation and benefits.12Table of ContentsAs of June 30,2025 and 2024,we had approximately 57,000 and 62,000 employees worldwide,respectively,including approximately 35,000 and 37,000 demonstrators at points of sale who areemployed by us as of June 30,2025 and 2024,respectively.At June 30,2025,approximately 71%of our global employees were full-time,approximately 15%were temporary and approximately 14%were part-time employees,with approximately 25%of our global employees located in the United States and approximately 75%located outside of the United States.As of June 30,2025,approximately 80%of our employees were female and 20%were male,and approximately 61%of our employees at the level of Vice President and above were female and 39%were male.We haveno employees in the United States that are covered by a collective bargaining agreement.A limited number of employees outside of the United States are covered by works council agreements or othersyndicate arrangements.Our human capital management includes the following strategic areas:Building a Strong and Inclusive CultureWe remain committed to our values and supporting an inclusive environment for all of our employees that better enables us to create innovative products and services as we continually strive to meetthe evolving needs of our global consumers.Our objective in creating a culture of belonging is to enhance our ability to attract and retain the best talent globally and promote an environment whereemployees are motivated to succeed.We continuously encourage a culture of fairness,equal access to opportunities,including positions of leadership,and ongoing learning and growth.We are proud of our history of driving awareness and acceptance around the world and for standing up for the rights of individuals in the workplace and beyond.Talent Recruitment,Retention,Learning and DevelopmentHiring,retaining and developing the best talent globally is key to our success.Our talent strategy is focused on employee engagement and investments in career development,succession planning andbuilding leadership at various levels across the organization,as well as measuring,recognizing and rewarding business and leadership performance.Our investments include providing programs toequip our employees with the right skillsets and knowledge,including through training and development programs that are focused on strengthening leadership and professional skills at various stagesof an employees career,as well as opportunities to gain experience through cross-organization short-term and long-term projects in partnership with other brands,functions or regions.We believethese programs and opportunities create a pipeline of talent and leadership,necessary to drive and deliver on our long-term strategy in an ever-changing business environment.To enhance our culture and measure our human capital efforts,we regularly engage with our employees and provide several mechanisms for our employees to provide their feedback.Based on ourreview of employee survey results,action plans are implemented to enhance employee satisfaction and to drive alignment with our overall human capital strategy.One example is our TalentMarketplace(called ELC Grow),which enables employees to explore roles,projects,and networking opportunities which align to their skills and career aspirations;empowering employees to takedeliberate actions toward their growth and development.Health and SafetyWe are committed to providing a healthy and safe workplace for our employees.We establish and update safety policies and procedures,train employees on our safety guidelines and localrequirements,and seek to create a culture focused on well-being and safety through ongoing communication,awareness and engagement.Employee RewardsWe offer competitive compensation and benefit packages to attract,motivate and retain world-class talent,and we are committed to fair pay across the organization.To support the health and well-being of our employees,our competitive benefit packages may include,depending upon position and location,pension and post-retirement benefit plans,health andwellness benefits,flexible working arrangements,parental(maternal and paternal)leave and support programs,adoption assistance and education-related benefits.13Table of ContentsVolunteerism and Community EngagementWe support volunteer efforts by our employees as our long-term success can benefit from the vitality of the communities where we have a presence.This is done through our ELC Good Worksprogram,our global charitable and volunteerism program which allows eligible employees to create and participate in volunteer activities,with their cash donations matched by the Company andvolunteer hours rewarded through additional cash donations by the Company.Government RegulationWe and our products are subject to regulation by numerous federal,state,local and international regulatory authorities and the regulatory authorities in the countries in which our products are producedor sold.Such laws and regulations relate to a wide range of matters including ingredients,manufacturing,labeling,packaging,marketing,advertising,transport and the sale,disposal and safety of ourproducts,as well as environmental matters.We rely on legal and operational compliance programs,as well as in-house and outside counsel,to guide our businesses in complying with applicable lawsand regulations.SeasonalityOur results of operations in total,by product category and geographic region,are subject to seasonal fluctuations,with net sales in the first half of the fiscal year typically being slightly higher than inthe second half of the fiscal year.The higher net sales that we typically recognize in the first half of the fiscal year are attributable to the increased levels of purchasing by consumers for special eventsand by retailers for holiday selling seasons.Fluctuations in net sales and operating income in total and by product category and geographic region in any fiscal quarter may be attributable to the leveland scope of new product introductions or the particular retail calendars followed by our customers that are retailers,which may impact their order placement and receipt of goods.Additionally,grossmargins and operating expenses are impacted on a quarter-by-quarter basis by holiday and key shopping moments,as well as variations in our launch calendar and the timing of promotions,includingpurchase with purchase and gift with purchase promotions.Availability of ReportsWe make available financial information,news releases and other information on our website:.Our annual report on Form 10-K,quarterly reports on Form 10-Q,currentreports on Form 8-K and other reports,as well as any amendments to these reports filed or furnished pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,are available free ofcharge via the EDGAR database at www.sec.gov or our website,as soon as reasonably practicable after we file such reports and amendments with,or furnish them to,the U.S.Securities and ExchangeCommission.Corporate Governance Guidelines and Code of ConductThe Board of Directors has developed corporate governance practices to help it fulfill its responsibilities to stockholders in providing general direction and oversight of management.These practicesare set forth in our Corporate Governance Guidelines.We also have a Code of Conduct(“Code”)applicable to all employees,officers and directors of the Company,including the Chief ExecutiveOfficer,the Chief Financial Officer and other senior financial officers.These documents and any waiver of a provision of the Code granted to any senior officer or director or any material amendmentto the Code may be found in the“Investors”section of our website: under the heading“Corporate Governance.”The charters for the Audit Committee,CompensationCommittee and Nominating and ESG Committee may be found in the same location on our website.14Table of ContentsInformation about our Executive Officers*NameAgePosition(s)HeldMichael Bowes54Executive Vice President,Chief People OfficerRoberto Canevari59Executive Vice President,Chief Value Chain OfficerStphane de La Faverie51President,Chief Executive Officer and a DirectorJane Hertzmark Hudis65Executive Vice President,Chief Brand OfficerRashida La Lande51Executive Vice President and General CounselRonald S.Lauder81Chairman of Clinique Laboratories,LLCAkhil Shrivastava52Executive Vice President and Chief Financial OfficerMeridith Webster49Executive Vice President,Global Communications and Public Affairs*As of August 13,2025All of the executive officers named above have been employees of the Company for more than five years,with the exception of Roberto Canevari,Meridith Webster and Rashida La Lande.Mr.Canevari joined the Company in 2021 as Executive Vice President,Global Supply Chain,and his responsibilities and title changed to Executive Vice President,Chief Value Chain Officer,effective April 2025.Previously,from July 2019 to April 2021,he served as Executive Vice President,Supply Chain,Europe,at Unilever PLC,a consumer goods company.Ms.Webster joined the Company in 2021.Previously from January 2021 to May 2021,she served as Chief of Staff,Domestic Policy Council,The White House;and from 2018 to 2021,she was ChiefCommunications Officer,Vox Media,Inc.,an independent media company.Ms.La Lande joined the Company in August 2024.Previously,from December 2023 to August 2024,she served as Executive Vice President and Chief Legal and Corporate Affairs Officer,at TheKraft Heinz Company,a manufacturer and marketer of food and beverage products.Ms.La Lande also served in a variety of roles at The Kraft Heinz Company,including as Executive Vice President,Global General Counsel,and Chief Sustainability and Corporate Affairs Officer from December 2021 to December 2023;Corporate Secretary from 2018 to May 2022;and as Senior Vice President,Global General Counsel and Head of ESG and Government Affairs from 2018 to December 2021.The following individuals were appointed as executive officers or have assumed new roles or responsibilities in fiscal 2025:Mr.Bowes was appointed Executive Vice President,Chief People Officer,effective April 2025.Previously,he was Senior Vice President,Global Talent from July 2019 to March 2025.Mr.de La Faverie was appointed President and Chief Executive Officer,effective January 2025.Previously,he was Executive Group President from September 2022 to December 2024;and GroupPresident,The Este Lauder Companies and Global President Este Lauder and AERIN Beauty from July 2020 to August 2022.Ms.Hertzmark Hudiss responsibilities and title changed to Executive Vice President,Chief Brand Officer,effective April 2025.Previously,she was Executive Group President from July 2020 toMarch 2025.Mr.Shrivastava was appointed Executive Vice President and Chief Financial Officer,effective November 2024.Previously,he was Senior Vice President,Corporate Controller from July 2024 toOctober 2024;Senior Vice President and Treasurer from December 2020 to June 2024;and Senior Vice President,Global Finance and Strategy Global Brand Cluster from January 2019 to November2020.15Table of ContentsInformation about our Board of Directors*NamePrincipal Occupation or EmploymentCharlene BarshefskyChair,Parkside Global Advisors,a consulting firmAngela Wei DongChairman and CEO of NIKE Greater China and All Conditions Gear(ACG),NIKE,Inc.,a company that designs and develops,and marketsand sells worldwide,athletic footwear,equipment,accessories and servicesStphane de La FaveriePresident and Chief Executive Officer,The Este Lauder Companies Inc.Lynn Forester de RothschildChief Executive Officer and Chair E.L.Rothschild LLC,a private investment companyPaul J.FribourgChairman and Chief Executive Officer,Continental Grain Company,an international agribusiness and investment companyJennifer HymanCo-Founder,Chief Executive Officer,and Chair,Rent the Runway,Inc.,a company that enables women to subscribe,rent items,and shopresale from an unlimited closet of designer brandsGary M.LauderManaging Director,Lauder Partners LLC,a venture capital firmJane LauderFormer Executive Vice President,Enterprise Marketing and Chief Data Officer,The Este Lauder Companies Inc.William P.LauderChair of the Board,The Este Lauder Companies Inc.Arturo NuezFounder and Chief Executive Officer of AIE Creative,a branding and marketing firmBarry S.SternlichtChairman and Chief Executive Officer,Starwood Capital Group,a privately-held global investment firm focused on global real estateJennifer TejadaChief Executive Officer and Chair,PagerDuty,Inc.,a digital operations management platform for businessesRichard F.ZanninoManaging Director,CCMP Capital Advisors,LLC,a private equity firmEric L.ZinterhoferFounding Partner of Searchlight Capital Partners,L.P.,a private equity firm*As of August 13,202516Table of ContentsItem 1A.Risk Factors.There are risks associated with an investment in our securities.Please consider the following risks and all of the other information in this annual report on Form 10-K and in our subsequent filings withthe U.S.Securities and Exchange Commission(“SEC”).Our business may also be adversely affected by risks and uncertainties not presently known to us or that we currently believe to be notmaterial.If any of the events contemplated by the following discussion of risks should occur or other risks arise or develop,our business,which includes(a)our prospects,(b)our financial condition,(c)our results of operations,(d)our reputation,and(e)the trading prices of our securities,may be adversely affected.Risks related to our Business and our IndustryThe beauty business is highly competitive,and if we are unable to compete effectively our business will suffer.We face vigorous competition from companies throughout the world,including multinational consumer product companies.Some competitors have greater resources than we do,others are newercompanies(such as Indie Brands,some of which are backed by private-equity investors),and some are competing in distribution channels where we are less represented.The beauty business canchange rapidly due to consumer preferences and industry trends.In some cases,we may not be able to respond to changing business and economic conditions as quickly as ourcompetitors.Competition in the beauty business is based on a variety of factors including pricing of products,innovation,perceived value,service to the consumer,promotional activities,advertising,special events,new product introductions,and e-commerce initiatives,including the ability to effectively leverage existing and emerging digital technologies,such as AI and data analytics,to gainmore commercial insights and develop relevant marketing concepts and advertising to reach consumers.It is difficult for us to predict the timing and scale of our competitors actions in these areas.Our ability to compete also depends on the continued strength of our brands,our ability to attract and retain key talent and other personnel,the efficiency of our manufacturing facilities anddistribution network,and our ability to maintain and protect our intellectual property and those other rights used in our business.Our Company has a well-recognized and strong reputation and our ability to maintain our reputation is critical to our business.Our reputation could be negatively impacted by social media and manyother factors,including,given the legal,regulatory and ethical landscape around the use of AI,our ability to adapt and use the emerging technology in an effective and ethical manner.If our reputation is adversely affected,our ability to attract and retain customers,consumers and employees could be impacted.In addition,certain of our key retailers around the world market and sellcompeting brands or are owned or otherwise affiliated with companies that market and sell competing brands.Our inability to continue to compete effectively in key countries around the world(e.g.,China or the United States)could have a material adverse effect on our business.Our inability to anticipate and respond to market trends and changes in consumer preferences could adversely affect our business.Our success depends on our ability to anticipate,gauge and react in a timely and cost-effective manner to changes in consumer preferences for skin care,makeup,fragrance and hair care products,attitudes toward our industry and brands,as well as to where and how consumers shop.We must continually work to develop,manufacture and market new products,maintain and adapt our selling,advertising,promotional and other consumer engagement activities to existing and emerging distribution channels,maintain and enhance the recognition of our brands,achieve a favorable mix ofproducts,successfully manage our inventories,and modernize and refine our approach as to how and where we market and sell our products.We recognize consumer preferences cannot be predictedwith certainty and can change rapidly,driven by the use of digital and social media by consumers and the speed by which information and opinions are shared.If we are unable to anticipate andrespond to challenges that we may face in the marketplace,trends in the market for our products and changing consumer demands and sentiment,our business will suffer.In addition,from time totime,sales growth or profitability may be concentrated in a relatively small number of our brands,channels and/or countries.If such a situation persists or one or more brands,channels or countriesfails to perform as expected,there could be a material adverse effect on our business.17Table of ContentsIn certain key markets,such as the United States,we have seen a longer-term decline in retail traffic in our department store customers.Consolidation or liquidation in the retail trade,from these orother factors,may result in us becoming increasingly dependent on key retailers and could result in an increased risk related to the concentration of our customers.A severe,adverse impact on thebusiness operations of our customers could have a corresponding material adverse effect on us.If one or more of our largest customers change their strategies(including pricing or promotionalactivities),enter bankruptcy(or similar proceedings)or if our relationship with any large customer is changed or terminated for any reason,there could be a material adverse effect on our business.Our future success depends,in part,on our ability to achieve our long-term strategy.Achieving our long-term strategy will require investment in new capabilities,brands,categories,distribution channels,supply chain facilities,technologies and emerging and more mature geographicmarkets.These investments may result in short-term costs without any current sales and,therefore,may be dilutive to our earnings.In addition,we may dispose of or discontinue select brands orstreamline operations and incur costs,inclusive of restructuring and other charges,in doing so.Although we believe our strategy will lead to long-term growth in sales and profitability,we may notrealize the anticipated benefits.The failure to realize benefits,which may be due to our inability to execute plans,global or local economic conditions,competition,changes in the beauty industry andthe other risks described herein,could have a material adverse effect on our business.Acquisitions,divestitures and other strategic actions may expose us to additional risks.We continuously review acquisition and strategic opportunities that would expand our current product offerings,our distribution channels,increase the size and geographic scope of our operations orotherwise offer growth and operating efficiency opportunities.In addition,we periodically review our brand portfolio,and our strategy includes potential divestitures of certain brands as we rationalizeproduct offerings.There can be no assurance we will be able to identify these strategic actions,be the successful bidder,and consummate such transactions on favorable terms,or otherwise realize thefull intended benefit of such transactions.Acquisitions including strategic investments or other activities entail numerous risks,which may include:(i)difficulties in integrating acquired operations or products,including the loss of keyemployees from,or customers,consumers or suppliers of,acquired businesses;(ii)diversion of managements attention from our existing businesses;(iii)adverse effects on existing businessrelationships with suppliers,customers and consumers of ours or the companies in which we invest;(iv)adverse impacts of margin and product cost structures different from those of our current mixof business;(v)reputational risks associated with the activities of the businesses that we acquire or in which we invest;and(vi)risks of entering distribution channels,categories or markets in whichwe have limited or no prior experience.In addition,the assumptions we use to evaluate acquisition opportunities have in the past,and may in the future,prove to be inaccurate,and intended benefits may not be realized.If required,anyfinancing for these transactions would result in an increase in our indebtedness,dilute the interests of our stockholders or both.The purchase price for some acquisitions may include additionalamounts to be paid in cash in the future,a portion of which may be contingent on the achievement of certain future operating results of the acquired business.If the performance of any such acquiredbusiness exceeds such operating results,then we may incur additional charges and be required to pay additional amounts.Completed acquisitions typically result in additional goodwill and/or an increase in other intangible assets on our balance sheet.We are required at least annually,or as facts and circumstances exist,totest goodwill and other intangible assets with indefinite lives to determine if impairment has occurred,as well as assess the recoverability of other intangible assets,and have recorded goodwill andother intangible asset impairment charges in each of the last few fiscal years.We cannot accurately predict the amount and timing of any impairment of assets.Should the value of goodwill or otherintangible assets become impaired,there could be a material adverse effect on our business.Our failure to achieve the long-term plan for acquired businesses,as well as any other adverse consequences associated with our acquisition,divestiture and strategic activities,could have a materialadverse effect on our business.18Table of ContentsOur business could be negatively impacted by social impact and sustainability matters.There continues to be a focus from certain investors,customers,consumers,regulators,employees,and other stakeholders concerning social impact and sustainability and other ESG matters.Fromtime to time,we announce certain initiatives,including goals and commitments,regarding our focus areas,which include environmental and climate matters;packaging;sourcing;product formulation;social investments;and inclusion.We could fail,or be perceived to fail,in our achievement of such initiatives,or in accurately reporting our progress on such initiatives.Such failures could be due tochanges in our business(e.g.,shifts in business among distribution channels or acquisitions).Moreover,the standards by which ESG efforts and related matters are measured are developing andevolving,and certain areas are subject to assumptions that could change over time.In addition,we could be criticized for the scope of our initiatives or goals by stakeholders who support theseinitiatives or those that oppose them.In addition,we could be perceived as not acting responsibly in connection with these matters.Any such matters,or related ESG matters,could have a materialadverse effect on our business.We use AI,and challenges with properly managing its use could have an adverse impact on our business.We are using AI solutions,including machine learning and generative AI tools,to assist in the development of our products,engage with consumers,and in the use of internal tools that support ourbusiness.These applications may become increasingly important in our operations over time.This emerging technology presents risks inherent in its use,including risks related to harmful content,inaccuracies,hallucinations,bias or discrimination,and intellectual property infringement.In addition,the use of AI may increase cybersecurity and data privacy risks,such as intended,unintended,orinadvertent access to,transmission,or leakage of proprietary or sensitive information.These risks may become more pronounced as organizational reliance on AI increases.No assurance can be madethat the usage of AI will assist us in being more efficient in all cases.Our competitors or other third parties may incorporate AI into their business,services,and products more rapidly or moresuccessfully than us,which could hinder our ability to compete effectively and adversely affect our business.The technologies underlying AI and their use cases are rapidly developing,and it is notpossible to predict all the legal,reputational,operational or technological risks related to the use of AI.While new AI initiatives,laws,and regulations are emerging and evolving,uncertainty willremain,and our obligation to comply with the evolving regulatory landscape could entail significant costs,negatively affect our business,or limit our ability to incorporate certain AI capabilities intoour business.A general economic downturn,or disruption in business conditions may adversely affect our business including consumer purchases of discretionary items and/or the financial strength of ourcustomers that are retailers.The general level of consumer spending is affected by many factors,including general economic conditions,inflation,interest rates,energy costs,and consumer confidence and sentiment generally,allof which are beyond our control.Consumer purchases of discretionary items tend to decline during recessionary periods,when disposable income is lower,and may impact sales of our products.Adecline in consumer purchases of discretionary items also tends to impact our customers that are retailers.We generally extend credit to a retailer based on an evaluation of its financial condition,usually without requiring collateral.However,the financial difficulties of a retailer could cause us to curtail or eliminate business with that customer.We may also assume more credit risk relating tothe receivables from that retailer.In the event of a retailer liquidation,we may incur additional costs if we choose to purchase the retailers inventory of our products to protect brand equity.Ourinability to collect receivables from our largest customers or from a group of customers could have a material adverse effect on our business.In addition,disruptions in local or global business conditions,for example,from events such as a pandemic or other health issues,geopolitical or local conflicts,civil unrest,terrorist attacks,adverseweather conditions,climate changes or seismic events,can have a short-term and,sometimes,long-term impact on consumer spending.Events that impact consumers willingness or ability to travel or purchase our products while traveling may impact our business,including travel retail,a significant contributor to our overall results,and our strategy to market and sell products to international travelers at their destinations.A downturn in the economies of,or continuing recessions in,the countries where we sell our products or a disruption of business conditions in those countries could adversely affect consumerconfidence and sentiment,the financial strength of our retailers and our sales and profitability.We are also cautious of foreign currency movements,including their impact on tourism.Additionally,wecontinue to monitor the effects of the global macroeconomic environment;social,political and human rights issues;regulatory matters,including the imposition of tariffs or sanctions;geopoliticaltensions;and global security issues.For example,tariffs imposed on goods we import into the United States and/or tariffs on goods we import into other countries could have a material adverse effecton our business,as could geopolitical tensions involving countries that are key markets for us,or where we manufacture our products or source ingredients.19Table of ContentsVolatility in the financial markets and a related economic downturn in key markets or markets generally throughout the world could have a material adverse effect on our business.While we typicallygenerate significant cash flows from our ongoing operations and have access to global credit markets through our various financing activities,credit markets may experience significantdisruptions.Deterioration in global financial markets or an adverse change in our credit ratings could make future financing difficult or more expensive.If any financial institutions that are parties toour revolving credit facilities or other financing arrangements,such as foreign exchange or interest rate hedging instruments,were to declare bankruptcy or become insolvent,they may be unable toperform under their agreements with us.This could leave us with reduced borrowing capacity or unhedged against certain foreign currency or interest rate exposures which could have a materialadverse effect on our business.Our success depends,in part,on the quality,efficacy and safety of our products.Our success depends,in part,on the quality,efficacy and safety of our products.If our products are found to be defective or unsafe,our product claims are found to be deceptive,or our productsotherwise fail to meet our consumers expectations,our relationships with customers or consumers could suffer,the appeal of our brands could be diminished,and we could lose sales and becomesubject to liability or claims,any of which could result in a material adverse effect on our business.In addition,counterfeit versions of some of our products may be sold by third parties,which maypose safety risks,may fail to meet consumers expectations,and may have a negative impact on our business.Our success depends,in part,on our key personnel.Our success depends,in part,on our ability to retain our key personnel,including our executive officers and senior management team.We have had,and may continue to have,changes to seniormanagement and the composition of our Board of Directors,and we are still in the process of implementing a change in our organizational design,including through Beauty Reimagined and our ProfitRecovery and Growth Plan(“PRGP”).Transition periods accompanying changes in leadership and changes due to business reorganization may result in uncertainty,impact business performance andstrategies and retention of personnel.As we restructure our workforce from time to time,the risk of potential employment-related claims and disputes may also increase,resulting in potentialreputational harm,costs,losses,and other liabilities.The unexpected loss of,or misconduct by,one or more of our key employees could adversely affect our business.Our success also depends,inpart,on our continuing ability to identify,hire,train and retain personnel across all levels of our business.We may not be able to attract,assimilate or retain necessary personnel in the future,and ourfailure to do so could have a material adverse effect on our business.These risks may be exacerbated by the stresses associated with the implementation of our strategic plan and other initiatives,aswell as by market conditions.Competition for employees can be intense,and although many of our key personnel have signed non-compete agreements,it is possible that these agreements would be unenforceable,in whole or inpart,in some jurisdictions,permitting employees in those jurisdictions to work for our competitors.We are subject to risks related to the global scope of our operations.We operate on a global basis,with a substantial majority of our net sales and operating income generated outside the United States.We maintain offices in over 50 countries and have key operationalfacilities located inside and outside the United States that manufacture,warehouse or distribute goods for sale throughout the world.Our global operations are subject to many risks and uncertainties,including:(i)fluctuations in foreign currency exchange rates and the relative costs of operating in different places,which can affect our business,the value of our foreign assets,the relative prices atwhich we and competitors sell products in the same markets,the cost of certain inventory and non-inventory items required in our operations,and the relative prices at which we sell our products indifferent markets;(ii)foreign or U.S.laws,regulations and policies,including restrictions on trade,immigration and travel,operations,and investments;currency exchange controls;restrictions onimports and exports,including license requirements;tariffs;sanctions;and taxes;(iii)lack of well-established or reliable legal and administrative systems in certain countries in which we operate;(iv)adverse weather conditions and natural disasters;(v)concentration of sales growth or profitability in one or more countries;and(vi)social,economic and geopolitical conditions,such as a pandemic,terrorist attack,war or other military action.These risks could have a material adverse effect on our business.20Table of ContentsA disruption in our operations,including supply chain,could adversely affect our business.As a company engaged in manufacturing and distribution on a global scale,we are subject to the risks inherent in such activities.Such risks include industrial accidents,environmental events,strikesand other labor disputes,capacity constraints,disruptions in ingredient,material or packaging supply or availability of natural resources(e.g.,water),as well as global shortages,disruptions in supplychain or information technology,loss or impairment of key manufacturing or distribution sites or suppliers,product quality control,safety,increase in commodity prices and energy costs,licensingrequirements and other regulatory issues,as well as natural disasters,outages due to fire,floods,power loss,telecommunications failures,break-ins and other events or external factors over which wehave no control.If such an event were to occur,it could have a material adverse effect on our business.We use a wide variety of direct and indirect suppliers of goods and services from around the world.Some of our products rely on a single or a limited number of suppliers.Changes in the financial orbusiness condition of our suppliers could subject us to losses or adversely affect our ability to bring products to market.Further,the failure of our suppliers to deliver goods and services in sufficientquantities,in compliance with applicable standards,and in a timely manner could adversely affect our customer service levels and overall business.In addition,any increases in the costs of goods andservices for our business may adversely affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies in our operations.As we outsource functions,we become more dependent on the entities performing those functions.As part of our long-term strategy,we are continually looking for opportunities to improve our essential business services,which includes finding ways to be more cost-effective and efficient.In somecases,this requires the outsourcing of functions or parts of functions that we believe can be performed more effectively by external service providers.The failure of one or more such providers todeliver the expected services,provide them on a timely basis or to provide them at the prices or service levels that we expect,the failure of one or more of such providers to meet our performancestandards and expectations,including with respect to data security,compliance with laws,disruptions arising from the transition of functions to an outsourcing provider,or the costs incurred inreturning these outsourced functions to being performed under our management and direct control,could have a material adverse effect on our business.In addition,when we transition to,from orbetween external service providers,we may experience challenges that could have a material adverse effect on our business.Risks related to Legal and Regulatory MattersChanges in laws,regulations and policies could adversely affect our business.Our business is subject to numerous laws,regulations and policies around the world.Changes in these laws,regulations and policies,including the interpretation or enforcement thereof,that affect ourbusiness could adversely affect our business.These changes include accounting standards,as well as laws and regulations relating to tax matters,trade(including sanctions),data privacy(e.g.,GeneralData Protection Regulation(GDPR),cybersecurity,anti-corruption,advertising,marketing,manufacturing,distribution,customs matters,product registration,ingredients,chemicals,packaging,selective distribution,and environmental or climate change matters.Disputes and other legal or regulatory proceedings could adversely affect our business.We are,and may in the future become,party to litigation,other disputes or regulatory proceedings across a wide range of matters,including ones relating to product liability matters(includingasbestos-related claims),advertising,regulatory,employment,intellectual property,real estate,environmental,trade relations,securities,tax and privacy.In general,claims made by us or against us inlitigation,disputes or other proceedings can be expensive and time consuming and could result in settlements,injunctions or damages that could significantly affect our business.It is not possible topredict the final resolution of the litigation,disputes or proceedings to which we currently are or may in the future become party to,and the impact of certain of these matters could have a materialadverse effect on our business.21Table of ContentsGovernment reviews,inquiries,investigations and actions could harm our business.As we operate in various locations around the world,our operations are subject to governmental scrutiny and may be adversely impacted by the results of such scrutiny.The regulatory environmentwith regard to our business is evolving,and officials often exercise broad discretion in deciding how to interpret and apply applicable regulations.From time to time,we may receive formal andinformal inquiries from various government regulatory authorities,as well as self-regulatory organizations,about our business and compliance with local laws,regulations or standards.Anydetermination that our operations or activities,or the activities of our employees,are not in compliance with existing laws,regulations or standards could negatively impact us in a number of ways,including the imposition of substantial fines,interruptions of business,loss of supplier,vendor or other third-party relationships,termination of necessary licenses and permits,or similar results,all ofwhich could potentially harm our business.Regardless of the outcomes,these reviews,inquiries,investigations and actions could create negative publicity which could harm our business.Risks related to Technology and Cybersecurity MattersThe compromise or interruption of,or damage to,our information technology(including our operational technology and websites)by cybersecurity incidents,data security breaches,othersecurity problems,design defects or system failures could have a material negative impact on our business.We rely on information technology that supports our business processes,including research and development,product development,production,distribution,marketing,sales,order processing,consumer experiences,human resource management,finance and internal and external communications throughout the world.We have e-commerce and other Internet websites in the United Statesand many other countries.If our information technology does not function properly,or is not adequately supported or updated,it could adversely affect the Companys business and operations.We experience cybersecurity incidents of varying degrees on our information technology and,as a result,unauthorized parties have obtained in the past,and may obtain in the future,access to oursystems and data(including unauthorized acquisition of such data).Such incidents have also caused,and may in the future cause,disruption to parts of our business operations and result in variousexpenses for investigation,remediation and other related matters.Cybersecurity incidents at our Company have in the past resulted from,and may in the future result from,social engineering or impersonation of authorized users,and may also result from efforts todiscover and exploit design flaws,bugs,security vulnerabilities or security weaknesses,intentional or unintentional acts by employees or other insiders with access privileges,intentional acts ofvandalism or fraud by third parties and sabotage.In some instances,efforts to correct vulnerabilities or prevent incidents have in the past and may in the future reduce the functionality or performanceof our information technology,which could negatively impact our business.Cybersecurity incidents can be caused by ransomware,distributed denial-of-service attacks,worms,and other malicioussoftware programs or other attacks,including the covert introduction of malware to our information technology,and the use of techniques or processes that change frequently,may be disguised ordifficult to detect,or are designed to remain dormant until a triggering event,and may continue undetected for an extended period of time.In addition,some of our suppliers,vendors,serviceproviders,cloud solution providers and customers have in the past experienced,and may in the future experience,such incidents,which could in turn disrupt our business.The evolution and adoptionof emerging technologies,such as AI,may intensify cybersecurity risks as techniques used in cyberattacks and cybersecurity incidents continue to evolve and develop.Insurance policies that mayprovide coverage with regard to such events may not cover any or all of the resulting financial losses.As part of our normal business activities,we collect,maintain,transmit,store and otherwise process certain information that is confidential,proprietary or otherwise sensitive,including personalinformation of consumers,customers,suppliers,service providers and employees.We share some of this information with certain third parties who assist us with business matters.Moreover,thesuccess of our operations depends upon the secure transmission of confidential,proprietary or otherwise sensitive data,including personal information,over networks.Any unauthorized access or dataacquisition,despite security measures in place to protect such data,or other failure on the part of us or third parties to maintain the security of such data could result in business disruption,damage toour reputation,financial obligations to third parties,legal obligations,fines,penalties,regulatory proceedings and private litigation with potentially large costs,and also could result in deterioration inconfidence in our Company and other competitive disadvantages,and thus could have a material adverse effect on our business.In addition,a cybersecurity incident could require that we expend significant additional resources on remediation,restoration and enhancement of our information technology.22Table of ContentsRisks related to our Securities and our Ownership StructureThe trading prices of our securities periodically may rise or fall based on the accuracy of predictions of our financial performance.Our business planning process is designed to maximize our long-term strength,growth and profitability,not to achieve an earnings target in any particular fiscal quarter.We believe this longer-termfocus is in the best interests of the Company and our stockholders.At the same time,however,we recognize it may be helpful to provide investors with guidance as to our expectations regardingcertain aspects of our business.This could include forecasts of net sales,earnings per share and other financial metrics or projections.We assume no responsibility to provide or update guidance,andany longer-term guidance we may provide is based on goals we believe,at the time guidance is given,are reasonably attainable for growth and performance over a number of years.We historicallyhave paid dividends on our common stock and repurchased shares of our Class A Common Stock;however,at times we have suspended the declaration of dividends and/or the repurchase of our ClassA Common Stock.Going forward,at any time,we could stop,suspend or change the amounts of dividends or stop or suspend our stock repurchase program,and any such action could cause themarket price of our stock to decline.In all of our public statements when we make,or update,a forward-looking statement about our business,whether it be about net sales or earnings expectations or expectations regarding restructuringor other initiatives,or otherwise,we accompany such statements directly,or by reference to a public document,with a list of factors that could cause our actual results to differ materially from thosewe expect.Such a list is included,among other places,in our earnings press release and in our periodic filings with the SEC(e.g.,in our reports on Form 10-K and Form 10-Q).These and other factorsmay make it difficult for us and for outside observers,such as research analysts,to predict what our earnings or other financial metrics,or business outcomes,will be in any given fiscal quarter or year.Outside analysts and investors have the right to make their own predictions of our business for any future period.Outside analysts,however,have access to no more material information about ourresults or plans than any other public investor,and we do not endorse their predictions as to our future performance.Nor do we assume any responsibility to correct the predictions of outside analystsor others when they differ from our own internal expectations.If our actual results differ from those that outside analysts or others have been predicting,the market price of our securities could beaffected.Investors who rely on the predictions of outside analysts or others when making investment decisions with respect to our securities do so at their own risk.We take no responsibility for anylosses suffered as a result of such changes in the prices of our securities.We are controlled by the Lauder family.As a result,the Lauder family has the ability to prevent or cause a change in control or approve,prevent or influence certain actions by us.As of August 13,2025,members of the Lauder family beneficially own,directly or indirectly,shares of the Companys Class A Common Stock(with one vote per share)and Class B Common Stock(with 10 votes per share)having approximately 84%of the outstanding voting power of the Common Stock.In addition,four members of the Lauder family are on our Board of Directors.One othermember of the Lauder family is an executive officer.As a result of their stock ownership and positions at the Company,as well as our dual-class structure,the Lauder family has the ability to exercise significant control and influence over our business,including all matters requiring stockholder approval(e.g.,the election of directors,amendments to the certificate of incorporation,and significant corporate transactions,such as a merger or other saleof our Company or its assets)for the foreseeable future.In addition,if significant stock indices decide to prohibit the inclusion of companies with dual-class stock structures,the price of our Class ACommon Stock could be negatively impacted and could become more volatile.23Table of ContentsWe are a“controlled company”within the meaning of the New York Stock Exchange rules and,as a result,are relying on exemptions from certain corporate governance requirements that aredesigned to provide protection to stockholders of companies that are not“controlled companies.”The Lauder family and their related entities own more than 50%of the total voting power of our common shares and,as a result,we are a“controlled company”under the New York Stock Exchangecorporate governance standards.As a controlled company,we are exempt under the New York Stock Exchange standards from the obligation to comply with certain New York Stock Exchangecorporate governance requirements,including the requirements that(1)a majority of our board of directors consists of independent directors;(2)we have a nominating committee that is composedentirely of independent directors with a written charter addressing the committees purpose and responsibilities;and(3)we have a compensation committee that is composed entirely of independentdirectors with a written charter addressing the committees purpose and responsibilities.While we have voluntarily caused our Board of Directors to have a majority of independent directors and the written charters of our Nominating and ESG Committee and Compensation Committee tohave the required provisions,we are not requiring our Nominating and ESG Committee and Compensation Committee to be comprised solely of independent directors.As a result of our use of the“controlled company”exemptions,investors will not have the same protection afforded to stockholders of companies that are subject to all of the New York Stock Exchange corporate governancerequirements.Item 1B.Unresolved Staff Comments.None.Item 1C.Cybersecurity.Risk Management and StrategyOur enterprise risk management framework considers cybersecurity risk in conjunction with our other Company risks as part of the overall risk assessment process.Our enterprise risk managementteam collaborates with the cybersecurity function,led by the Chief Information Security Officer(“CISO”),to gather their insights and risk mitigation strategies for managing cybersecurity threats.This integrated approach helps us assess,identify,and manage cybersecurity risks along with our other operational,financial and strategic risks,assisting in more effectively managinginterdependencies among risks and enhancing risk mitigation strategies.We have implemented a cybersecurity program including processes,technologies,and controls to assess,identify,and manage material risks from cybersecurity threats.This program includesimplementing new technologies to proactively identify and monitor new vulnerabilities and reduce risk,conducting due diligence of third-party vendors information security programs,maintainingsecurity policies and standards and regularly updating and testing our response planning and protocols.We maintain a formal information security training program for employees that includes trainingon matters such as phishing and email security best practices.Employees are also required to complete mandatory training on data privacy.We also have a third-party cybersecurity risk reviewprocess,including requiring key third-party service providers to complete initial and periodic security assessments,which prioritizes,monitors and assesses the risks associated with our third-partyservice provider interactions.To evaluate and enhance our cybersecurity program,we periodically utilize third-party experts to undertake maturity assessments of the program.We have also adopted a cybersecurity incident response plan that is designed to effectively identify,analyze,contain,remediate and eradicate,escalate,report,and appropriately documentcybersecurity incidents.The plan also includes a materiality assessment framework that sets forth procedures and escalation protocols to support our assessment of whether a cybersecurity incident ismaterial and subject to SEC reporting requirements.Such escalation protocols include the involvement of the CISO and other senior leaders across various functions,including finance,legal,privacyand global communications,as appropriate.We also maintain insurance coverage that,subject to its terms and conditions,is intended to address costs associated with certain aspects of cybersecurityincidents.24Table of ContentsWe have experienced cybersecurity incidents of varying degrees on our information technology;however,we have not identified any risks from cybersecurity threats,including as a result of anyprevious cybersecurity incidents,that have materially affected or are reasonably likely to materially affect our business strategy,results of operation or financial condition.However,we cannoteliminate all risks and the compromise or interruption of,or damage to,our information technology(including our operational technology and websites)by cybersecurity incidents could have amaterial negative impact on our business.For a more detailed discussion of the risks,see Risks related to Technology and Cybersecurity Matters within Item 1A.Risk Factors.GovernanceThe Audit Committee of the Board of Directors oversees our information security program,which includes oversight of the cybersecurity program and management of cybersecurity risks.The AuditCommittee receives at least semi-annual updates from the CISO,which typically address our cybersecurity strategy,initiatives,key security metrics,business response plans and the evolving cyberthreat landscape and a detailed threat assessment relating to information technology risks.At the management level,our cybersecurity program is led by the CISO,who is responsible for assessing and managing material risks from cybersecurity threats,including the prevention,mitigation,detection,and remediation of cybersecurity incidents.The CISO is informed about cybersecurity threats and incidents in accordance with the cybersecurity incident response plan as discussed above.The CISO,who reports to the Chief Technology,Data and Analytics Officer,regularly provides updates to the Chair of the Audit Committee and Chief Financial Officer.We also have protocols bywhich certain cybersecurity incidents are reported promptly to the Chair of the Audit Committee and Chief Financial Officer,as appropriate.The Companys CISO has served in various cybersecurityroles for over 20 years,leading a variety of cybersecurity and risk capabilities and also holds multiple cybersecurity certifications such as Certified Information Systems Security Professional,Certified Information Systems Auditor,and Certified in Risk and Information Systems Control.Item 2.Properties.The following table sets forth our principal owned and leased manufacturing,assembly,research and development(“R&D”)and distribution facilities,some of which include contiguous office space,as well as our principal executive offices,as of August 13,2025.The leases expire at various times through 2040 subject to certain renewal options.The AmericasEurope,the MiddleEast&AfricaAsia/PacificOwnedLeasedOwnedLeasedOwnedLeasedManufacturing2 2 4 1 R&D1 4 1 Distribution 6 1 6 1 Manufacturing and R&D1 Manufacturing and Assembly 2 Distribution and Manufacturing 1 Principal Executive Offices 1 Total4 15 6 6 1 2 Certain of our manufacturing facilities are utilized primarily for the production of products relating to particular product categories:five for skin care and makeup;three for skin care;two for makeup;two for skin care and fragrance;and one for skin care and hair care.As demand changes,certain of our manufacturing facilities can produce products from categories other than their primary category.We consider our properties to be generally in good condition and believe our facilities are adequate for our operations and provide sufficient capacity to meet anticipated requirements.Item 3.Legal Proceedings.For a discussion of legal proceedings,see Item 8.Financial Statements and Supplementary Data Note 17 Commitments and Contingencies.25Table of ContentsItem 4.Mine Safety Disclosures.Not applicable.26Table of ContentsPART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.Market for Registrants Common Equity and Related Stockholder MattersOur Class A Common Stock is publicly traded on the New York Stock Exchange under the symbol“EL.”On August 19,2025,a dividend was declared in the amount of$.35 per share on our Class A and Class B Common Stock.The dividend is payable in cash on September 16,2025 to stockholders ofrecord at the close of business on September 2,2025.We expect to continue the payment of cash dividends in the future,but there can be no assurance as to the amounts of any dividends declared orthat the Board of Directors will continue to declare them.As of August 13,2025,there were 3,262 record holders of Class A Common Stock and 13 record holders of Class B Common Stock.Share Repurchase ProgramWe are authorized by the Board of Directors to repurchase shares of our Class A Common Stock in the open market or in privately negotiated transactions,depending on market conditions and otherfactors.The following table provides information relating to our repurchase of Class A Common Stock during the referenced periods:PeriodTotal Number of SharesPurchasedAverage Price Paid PerShareTotal Number of Shares Purchased asPart ofPublicly Announced ProgramMaximum Number of Shares that MayYet Be PurchasedUnder the ProgramApril 2025$25,073,242May 20253,86564.84 25,073,242June 2025 25,073,2423,86564.84 Represents shares that were repurchased by the Company to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements.The Board of Directors has authorized the current repurchase program for up to 256.0 million shares.The total amount was last increased by the Board on October 31,2018.Our repurchase program does not have anexpiration date.Beginning in December 2022,we suspended the repurchase of shares of our Class A Common Stock under our publicly announced program.We may resume such repurchases in the future.(1)(2)(1)(2)27Table of ContentsPerformance GraphThe following graph compares the cumulative five-year total stockholder return(stock price appreciation plus dividends)on the Companys Class A Common Stock with the cumulative total return ofthe S&P 500 Index and the S&P 500 Consumer Staples Index.The returns are calculated by assuming an investment of$100 in the Class A Common Stock and in each index on June 30,2020.Item 6.Reserved28Table of ContentsItem 7.Managements Discussion and Analysis of Financial Condition and 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