UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

Amendment No. 4

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

February 5, 2009

 

The Estée Lauder Companies Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code

212-572-4200

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.05 Costs Associated with Exit or Disposal Activities.

 

On February 5, 2009, The Estée Lauder Companies Inc. (the “Company”) filed a Current Report on Form 8-K (the “February 5, 2009 Form 8-K”) regarding a multi-faceted cost savings program.  This program is expected to include a number of initiatives and the Company indicated that restructuring charges and other costs to implement those initiatives over the next few fiscal years are expected to total between $350 million and $450 million (pre-tax).  At that time, the Company was unable to make a determination of the estimated amount or range of amounts to be incurred for each major type of cost and future cash expenditures associated therewith, as required by Item 2.05 of Form 8-K.  In the February 5, 2009 Form 8-K, the Company undertook to announce further details as initiatives are finalized.

 

The Company is filing this Form 8-K/A to amend the February 5, 2009 Form 8-K, which has previously been amended, to update the disclosure therein under Item 2.05.  On September 15, 2009, an officer authorized by the Company’s Board of Directors approved the exit of the global wholesale distribution of its Prescriptives brand by January 31, 2010 as part of its process to address underperforming brands under the previously announced multi-faceted costs savings program. Once the relevant accounting criteria have been met, the Company expects to record total charges associated with restructuring activities of between $35 million to $40 million (pre-tax) in connection with this action of which between $14 million to $15 million relates to restructuring charges, between $17 million to $21 million in sales returns and approximately $4 million in inventory write-offs.  The restructuring charges of between $14 million to $15 million is comprised of between $10 million to $11 million for employee-related costs and approximately $3 million of other exit costs (substantially all of which will result in future cash expenditures), and less than $1 million in non-cash asset write-offs.

 

Additionally, other initiatives approved to date not previously included in amendments to the February 5, 2009 Form 8-K, relate to termination of certain employees and other actions under initiatives to resize the organization, reorganize certain functions, exit unprofitable operations and outsource certain services.   The Company expects total charges associated with restructuring activities of approximately $33 million (pre-tax) in connection with these actions of which approximately $13 million relates to restructuring charges, approximately $2 million of other costs to implement the initiatives, approximately $12 million in sales returns and approximately $6 million in inventory write-offs, some of which have been recorded during the fiscal year ended June 30, 2009.  Restructuring charges of approximately $13 million is comprised of approximately $7 million for employee-related costs and $3 million of other exit costs (substantially all of which will result in future cash expenditures), and approximately $3 million in non-cash asset write-offs.

 

Of the expected total of between $350 million to $450 million (pre-tax) for the multi-faceted cost savings program, the total amount of charges associated with restructuring activities approved to date is approximately $186 million to $191 million of which approximately $109 million to $110 million relates to restructuring charges, approximately $38 million of other costs to implement the initiatives, approximately between $29 million to $33 million in sales returns and approximately $10 million in inventory write-offs, some of which have been recorded during the fiscal year ended June 30, 2009.  Restructuring charges of approximately $109 million to $110 million is comprised of between $90 million to $91 million of employee-related costs and approximately $12 million of other exit costs (substantially all of which will result in future cash expenditures), and approximately $7 million in non-cash asset write-offs.

 

The Company will continue to file additional amendments to the February 5, 2009 Form 8-K in connection with initiatives associated with its multi-faceted cost savings program that individually or collectively are determined to be significant.  Such amendments would be filed after the Company is able to make good faith determinations of the estimated amount or range of amounts by each major type of cost and future cash expenditures relating to such initiatives.

 

The forward-looking statements contained herein, including those relating to our expectations regarding charges, involve risks and uncertainties. Factors that could cause actual results to differ materially from those forward-looking statements include current economic and other conditions in the global marketplace, actions by retailers and consumers, competition, the Company’s ability to successfully implement its long-term strategic plan, including the changes in the distribution of Prescriptives, and those described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	THE ESTÉE LAUDER COMPANIES INC.
Date: September 18, 2009	By:	/s/RICHARD W. KUNES
		Richard W. Kunes
		Executive Vice President
		and Chief Financial Officer
		(Principal Financial and
		Accounting Officer)

 

3