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 June 19, 2012, an officer authorized by the Company's Board of Directors approved certain initiatives relating to the previously announced multi-faceted cost savings program. These initiatives, plus other initiatives approved to date not previously included in amendments to the February 5, 2009 Form 8-K, relate to the termination of certain employees and other actions under initiatives to resize the organization, reorganize certain functions, turnaround or exit unprofitable operations and outsource certain services. Once the relevant accounting criteria have been met, the Company expects to record total charges associated with these restructuring activities of approximately $27.0 million (pre-tax) in connection with these actions of which approximately $24.5 million (pre-tax) relates to restructuring charges, approximately $1.5 million in sales returns and approximately $1.0 million in inventory write-offs. The restructuring charges are comprised of approximately $16.0 million for employee-related costs, approximately $7.5 million of other exit costs (substantially all of which will result in future cash expenditures), and approximately $1.0 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 $361.0 million to $366.0 million of which approximately $251.5 million to $253.0 million relates to restructuring charges, approximately $50.0 million of other costs to implement the initiatives, approximately $42.0 million to $45.5 million in sales returns and approximately $17.5 million in inventory write-offs, some of which have been recorded during fiscal 2012 and fiscal years ended June 30, 2011, 2010 and 2009. The restructuring charges are comprised of approximately $188.5 million to $190.0 million of employee-related costs, approximately $40.0 million of other exit costs (substantially all of which have resulted in or will result in cash expenditures), and approximately $23.0 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 and those described in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

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