ESTEE LAUDER COMPANIES INC
10-Q, 2000-10-24
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
Previous: ENTRADA NETWORKS INC, PREM14C, 2000-10-24
Next: ESTEE LAUDER COMPANIES INC, 10-Q, EX-10.1, 2000-10-24




<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
                              ----------------------

                                    FORM 10-Q


(Mark One)
   [X]       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

                  For the quarterly period ended September 30, 2000

                                       OR

   [ ]       Transition Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

                         Commission file number 1-14064


                         The Estee Lauder Companies Inc.
             (Exact name of registrant as specified in its charter)


               Delaware                                 11-2408943
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)


   767 Fifth Avenue, New York, New York                   10153
 (Address of principal executive offices)               (Zip Code)


         Registrant's telephone number, including area code 212-572-4200



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  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes[X] No[ ]

At October  20,  2000,  124,255,334  shares of the  registrant's  Class A Common
Stock, $.01 par value, and 113,679,334 shares of the registrant's Class B Common
Stock, $.01 par value, were outstanding.





<PAGE>




                         THE ESTEE LAUDER COMPANIES INC.


                                      INDEX
<TABLE>
<CAPTION>
                                                                                                          Page
Part I. Financial Information
<S>                                                                                                      <C>

         Consolidated Statements of Earnings --
              Three Months Ended September 30, 2000 and 1999...........................................      2

         Management's Discussion and Analysis of
              Financial Condition and Results of Operations............................................      3

         Consolidated Balance Sheets --
              September 30, 2000 and June 30, 2000.....................................................     11

         Consolidated Statements of Cash Flows --
              Three Months Ended September 30, 2000 and 1999...........................................     12

         Notes to Consolidated Financial Statements....................................................     13

Part II. Other Information.............................................................................     19

</TABLE>
                                      -1-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                          PART I. FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                           September 30

                                                                                (In millions, except per share data)

                                                                                        2000           1999
                                                                                        ----           ----


<S>                                                                                   <C>             <C>
Net Sales.................................................................           $ 1,177.7      $ 1,093.7
Cost of sales.............................................................               263.3          251.8
                                                                                     ---------      ---------

Gross Profit..............................................................               914.4          841.9
                                                                                     ---------      ---------

Operating expenses:
   Selling, general and administrative....................................               752.9          697.4
   Related party royalties................................................                 8.2            8.0
                                                                                     ---------      ---------
                                                                                         761.1          705.4
                                                                                     ---------      ---------

Operating Income..........................................................               153.3          136.5

Interest expense, net.....................................................                 5.1            5.4
                                                                                     ---------      ---------
Earnings before Income Taxes and Minority Interest........................               148.2          131.1

Provision for income taxes................................................                53.4           48.5
Minority interest, net of tax.............................................                (0.2)           -
                                                                                     ---------      ---------
Net Earnings before Accounting Change.....................................                94.6           82.6

Cumulative effect of a change in accounting principle, net of tax.........                (2.2)           -
                                                                                     ---------      ---------
Net Earnings .............................................................                92.4           82.6
                                                                                     ---------      ---------

Preferred stock dividends.................................................                 5.9            5.9
                                                                                     ---------      ---------
Net Earnings Attributable to Common Stock.................................           $    86.5      $    76.7
                                                                                     =========      =========

Basic net earnings per common share:
     Net earnings attributable to common stock before accounting change...           $     .37      $     .32
     Cumulative effect of a change in accounting principle, net of tax....                (.01)           -
                                                                                     ---------      ---------
     Net earnings attributable to common stock............................           $     .36      $     .32
                                                                                     =========      =========

Diluted net earnings per common share:
     Net earnings attributable to common stock before accounting change...           $     .37      $     .32
     Cumulative effect of a change in accounting principle, net of tax....                (.01)           -
                                                                                     ---------      ---------
     Net earnings attributable to common stock............................           $     .36      $     .32
                                                                                     =========      =========

Weighted average common shares outstanding:
     Basic................................................................               238.1          237.5
     Diluted..............................................................               242.2          242.6

Cash dividends declared per common share..................................           $     .05      $     .05
</TABLE>

                 See notes to consolidated financial statements.

                                      -2-

<PAGE>

                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

We  manufacture,  market and sell skin  care,  makeup,  fragrance  and hair care
products  which are  distributed  in over 120  countries  and  territories.  The
following is a  comparative  summary of  operating  results for the three months
ended  September  30,  2000 and 1999,  and  reflects  the basis of  presentation
described in Note 1 to the  consolidated  financial  statements  for all periods
presented.  Sales of products and services  that do not meet our  definition  of
skin care,  makeup,  fragrance  and hair care have been  included in the "other"
category.
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                           September 30
                                                                                        2000           1999
                                                                                        ----           ----
                                                                                           (In millions)
<S>                                                                                  <C>             <C>
NET SALES
   By Region:
      The Americas...............................................                    $   783.1       $   715.8
      Europe, the Middle East & Africa...........................                        255.1           257.1
      Asia/Pacific...............................................                        139.5           120.8
                                                                                     ---------       ---------
                                                                                     $ 1,177.7       $ 1,093.7
                                                                                     =========       =========

   By Product Category:
      Skin Care..................................................                    $   395.2       $   353.4
      Makeup.....................................................                        431.3           403.9
      Fragrance..................................................                        299.8           307.1
      Hair Care..................................................                         45.6            23.1
      Other......................................................                          5.8             6.2
                                                                                     ---------       ---------
                                                                                     $ 1,177.7       $ 1,093.7
                                                                                     =========       =========

OPERATING INCOME
   By Region:
      The Americas...............................................                    $   111.1       $   100.4
      Europe, the Middle East & Africa...........................                         33.2            27.2
      Asia/Pacific...............................................                          9.0             8.9
                                                                                     ---------       ---------
                                                                                     $   153.3       $   136.5
                                                                                     =========       =========

   By Product Category:
      Skin Care..................................................                    $    66.8       $    54.1
      Makeup.....................................................                         53.8            48.5
      Fragrance..................................................                         32.5            31.3
      Hair Care..................................................                          0.2             2.5
      Other......................................................                            -             0.1
                                                                                     ---------       ---------
                                                                                     $   153.3       $   136.5
                                                                                     =========       =========
</TABLE>
                                      -3-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following table presents certain consolidated  earnings data as a percentage
of net sales:
<TABLE>
<CAPTION>

                                                                                         Three Months Ended
                                                                                            September 30
                                                                                       2000              1999
                                                                                       ----              ----

<S>                                                                                   <C>                <C>
Net sales........................................................                     100.0%             100.0%
Cost of sales....................................................                      22.4               23.0
                                                                                      -----              -----
Gross profit.....................................................                      77.6               77.0
                                                                                      -----              -----
Operating expenses before depreciation and amortization:
   Selling, general and administrative...........................                      60.5               60.7
   Related party royalties.......................................                       0.7                0.7
                                                                                      -----              -----
                                                                                       61.2               61.4
                                                                                      -----              -----
Earnings before interest, taxes, depreciation and amortization
  ("EBITDA").....................................................                      16.4               15.6
Depreciation and amortization....................................                       3.4                3.1
                                                                                      ------             -----
Operating income.................................................                      13.0               12.5
Interest expense, net............................................                       0.4                0.5
                                                                                      -----              -----
Earnings before income taxes and minority interest...............                      12.6               12.0
Provision for income taxes.......................................                       4.6                4.4
Minority interest, net of tax....................................                       -                   -
                                                                                      -----              -----
Net earnings before accounting change............................                       8.0                7.6
Cumulative effect of a change in accounting principle, net of tax                      (0.2)                -
                                                                                      -----              -----
Net earnings.....................................................                       7.8%               7.6%
                                                                                      =====              =====
</TABLE>


First Quarter Fiscal 2001 as compared with First Quarter Fiscal 2000

NET SALES

Net sales increased 8% or $84.0 million to $1,177.7 million reflecting continued
growth in our skin care, makeup and hair care business, led by the Americas with
an  increase  of 9% or $67.3  million  primarily  from the  growth  of our newer
brands.  Excluding  the  impact  of  foreign  currency  translation,  net  sales
increased  10%   reflecting  a  stronger  U.S.   dollar  against  most  European
currencies.

Product Categories

Skin Care
Net  sales of skin  care  products  increased  12% or $41.8  million  to  $395.2
million.  Skin  care  sales  benefited  from  the  strong  performances  of Body
Clinique,  Have a Nice Day Cream and Lotion, as well as our Ginger Bath and Body
Collection. In response to the success of whitening products in the Asia/Pacific
region, we recently launched two new products White Light Brightening System and
Active White, both of which were well received. Contributing to net sales growth
were new  products  such as  Idealist,  Anti-Gravity  Firming  Lift  Cream,  and
Pro-Preferred  Skincare  products,  the first  skin care line for our MAC brand.
Partially  offsetting  these  increases  were lower  sales of  certain  existing
products such as Fruition Extra and Diminish.

Makeup
Net sales of makeup  products  increased 7% or $27.4 million to $431.3  million.
This increase was primarily attributable to new and existing products as well as
increased  sales of MAC and  Stila  products.  We  recently  launched  *magic by
Prescriptives,   Pure  Color  Lipstick,  Go  Pout  Lipcolor  and  Bobbi  Brown's
ColorOptions,  which also  contributed  to the  category  growth.  Additionally,
initial shipments of Luxe Makeup and High Impact Eye Shadow contributed to sales
growth.  Existing product successes include Superfit Makeup,  Sheer Powder Blush
and the Futurist line of makeup products.

                                      -4-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Fragrance
Net sales of fragrance  products decreased 2% or $7.3 million to $299.8 million,
and  increased 1% on a local  currency  basis.  This quarter  anniversaries  the
launches of Freedom for him,  Freedom for her and  Clinique  Happy for Men which
caused difficult comparisons. We also saw decreased sales in previously launched
Tommy Hilfiger  licensed  products.  Partially  offsetting  these decreases were
higher sales of Beautiful, the rollout of DKNY for women and the recent launches
of Intuition and DKNY for men.

Hair Care
Net sales of hair care products increased 97% or $22.5 million to $45.6 million.
The  increase  in hair care sales is  attributable  to an  increase in new store
openings,  acquired  distributors  and strong  sales of Aveda  products  such as
Custom Control and Sap Moss Shampoo.  We also launched the Clinique  Simple Hair
Care System, a collection of hair care products with 11 stock keeping units. The
category also  benefited  from sales of products and services  offered by Bumble
and bumble, a majority of which we acquired in June 2000.

Geographic Regions

Net sales in the Americas increased 9% or $67.3 million to $783.1 million.  This
increase  was  driven  by  higher  sales on the  strength  of new  products  and
continued strong sales of existing products, double-digit growth from most newer
brands,  particularly  Aveda,  contributions  from  Bumble and bumble and higher
results in Canada. In Europe,  the Middle East & Africa,  net sales decreased 1%
or $2.0  million  to $255.1  million  primarily  due to a stronger  U.S.  dollar
against  most  European  currencies.  Excluding  the impact of foreign  currency
translation,  sales in  Europe,  the  Middle  East & Africa  increased  9%. On a
reported  basis,  increases  in  the  United  Kingdom,  the  travel  retail  and
distributor  businesses  and the  October  1999  acquisition  of Jo Malone  were
partially  offset by  decreased  sales in  Germany.  Net  sales in  Asia/Pacific
increased  16% or $18.7  million  to $139.5  million.  Sales  increased  in most
markets  with the  strongest  growth  in Korea,  Taiwan  and  Thailand.  Foreign
currency  translation  did not have a  significant  impact on  Asia/Pacific  net
sales.

COST OF SALES

Cost of sales as a percentage of total net sales  decreased to 22.4% from 23.0%,
reflecting changes in product distribution and mix, as well as the impact of our
production and sourcing initiatives. Changes in product distribution include the
rollout of our own  retail  stores and the  acquisition  of certain  distributor
operations both of which contributed to higher gross margins.  In addition,  our
cost of sales  reduction  program  had a  favorable  impact on gross  margins of
products offered by our newer acquisitions.

OPERATING EXPENSES

Operating expenses increased to 64.6% of net sales as compared with 64.5% of net
sales in the prior-year period. This change primarily relates to increased costs
of  new/modified  channels  of  distribution  including  our  investment  in the
Internet,  which have higher  operating  cost  structures  than our  traditional
channels,  as well as higher  depreciation and amortization  partially offset by
efficiencies  in other areas.  Quarterly  operating  expenses are subject to the
timing of  advertising  and  promotional  spending  due to product  launches and
rollouts as well as incremental advertising in select markets.

OPERATING INCOME

Operating income increased 12% or $16.8 million to $153.3 million as compared to
the same  prior-year  period.  Operating  margins were 13.0% of net sales in the
current  period as compared to 12.5% in the prior-year  period.  The increase in
operating income and margins was due to higher net sales coupled with production
and  operating  efficiencies  achieved  and changes in  distribution,  partially
offset by  increased  depreciation  and  amortization  and  spending  related to
businesses acquired and new/modified channels of distribution.

                                      -5-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Product Categories
Operating  income  increased 23% and 11% in skin care and makeup,  respectively,
due primarily to strong new and existing product sales. Operating income related
to fragrance  products  increased 4% to $32.5 million  reflecting  the launch of
Intuition and a lower level of advertising and promotional  spending this period
versus  last year where we were  supporting  several  major  domestic  launches.
Although we had higher sales of hair care products,  operating  income decreased
to $0.2  million as we  invested  in our  distribution  channel  through  retail
expansion and increased  spending to support new product  introductions  and the
integration of Bumble and bumble.

Geographic Regions
Operating  income  in the  Americas  increased  11% or $10.7  million  to $111.1
million  primarily  due to strong  sales  growth and the  inclusion of operating
results  from  recent  acquisitions   partially  offset  by  increased  goodwill
amortization  associated  with  acquisitions  as  well as  incremental  Internet
spending.  In Europe, the Middle East & Africa operating income increased 22% or
$6.0  million to $33.2  million  reflecting  improved  operating  results in the
United Kingdom,  Germany, the Benelux countries,  our travel retail business and
Jo Malone.  Improvements in these markets were partially  offset by lower income
in South Africa and Italy. In  Asia/Pacific,  operating  income  increased 1% to
$9.0 million  reflecting  improved results in Thailand and Korea offset by lower
operating results in Japan,  reflecting increased investment spending to support
new product launches and to build existing sales momentum.

EBITDA

Earnings before interest,  taxes, depreciation and amortization ("EBITDA") is an
additional  measure  of  operating  performance  used by  management.  While the
components  of EBITDA may vary from  company  to  company,  we exclude  minority
interest  adjustments,  all depreciation charges related to property,  plant and
equipment  and all  amortization  charges  including  amortization  of goodwill,
purchased  royalty rights (expiring in November 2000),  leasehold  improvements,
and other  intangible  assets.  While we consider EBITDA useful in analyzing our
results,  it is  not  intended  to  replace,  or act as a  substitute  for,  any
presentation  included  in the  consolidated  financial  statements  prepared in
conformity with generally accepted accounting principles.

EBITDA  increased  13% to $193.4  million or 16.4% of net sales as  compared  to
$170.5  million  or  15.6%  of net  sales in the  same  prior-year  period.  The
improvement  in EBITDA is  primarily  attributable  to sales  growth  and margin
improvements.

INTEREST EXPENSE, NET

Net interest  expense was $5.1 million for the three months ended  September 30,
2000,  as compared  with $5.4  million in the same  prior-year  period.  The net
decrease  is  primarily  due to a higher rate of  interest  earned on  available
working capital.

PROVISION FOR INCOME TAXES

The  provision for income taxes  represents  federal,  foreign,  state and local
income  taxes.  The  effective  rate for income taxes for the three months ended
September 30, 2000 was 36% compared to 37% in the same prior-year period.  These
rates  reflect  the  effect  of state  and local  taxes,  tax  rates in  foreign
jurisdictions and certain nondeductible  expenses. The decrease in the effective
income  tax  rate  was  principally  attributable  to  continuing  tax  planning
initiatives.  Our  effective tax rate for the full fiscal year is expected to be
36%.

                                      -6-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of funds historically have been cash flows from operations
and borrowings under commercial paper and committed and uncommitted credit lines
provided by banks in the United States and abroad. At September 30, 2000, we had
cash and cash  equivalents  of $233.8  million as compared to $320.3  million at
June 30, 2000.

The Board of Directors has authorized a $750.0 million commercial paper program,
under which we have issued, and intend to issue,  commercial paper in the United
States. Our commercial paper is currently rated A-1 by Standard & Poor's and P-1
by Moody's.  Our long-term  credit ratings are A+ by Standard & Poor's and A1 by
Moody's.  At September  30, 2000,  we have $205.0  million of  commercial  paper
outstanding and a $200.0 million term loan outstanding  which is due in February
2005.  Commercial  paper is  classified  as long-term  debt in our balance sheet
based upon our intent and ability to refinance  maturing  commercial  paper on a
long-term basis. We also have an effective shelf registration statement covering
the potential  issuance of up to $400.0  million in debt  securities.  It is our
policy to maintain  backup  facilities to support our commercial  paper program,
and its  classification  as long-term  debt. As of September 30, 2000, we had an
unused $400.0 million revolving credit facility, expiring July 1, 2001.

Our business is seasonal in nature and,  accordingly,  our working capital needs
vary. To meet these needs, we could issue up to an additional  $545.0 million of
commercial  paper under our program.  We also have $45.2 million in  uncommitted
facilities.  No  borrowings  were  outstanding  under  these  facilities  as  of
September 30, 2000.

Total debt,  as a percentage  of total  capitalization  was 21% at September 30,
2000 and 22% at June 30, 2000.

Net cash used for  operating  activities  was $26.7  million in the three months
ended  September  30, 2000 as compared to $48.9  million in the same  prior-year
period.  This  favorable  change  in net  cash  used  for  operating  activities
primarily  reflects  increased  profitability.   Net  cash  used  for  investing
activities  of $40.3  million  during the three months ended  September 30, 2000
reflects capital  expenditures.  Net cash used for financing activities of $16.5
million principally reflects payment of dividends.

On August 17, 2000, The Board of Directors declared a quarterly dividend of $.05
per share on our Class A and Class B Common Stock, payable on October 3, 2000 to
stockholders  of record at the close of business on September  15,  2000.  Total
dividends declared,  which includes the Cumulative  Redeemable  Preferred Stock,
for the three months ended September 30, 2000 was $17.7 million.

In September 1998, our Board of Directors authorized a share repurchase program.
We have purchased,  and may continue to purchase,  over an unspecified period of
time, a total of up to eight million  shares of Class A Common Stock in the open
market or in privately negotiated  transactions,  depending on market conditions
and other factors.  To date, we have purchased  approximately 1.1 million shares
under this program.

The effects of  inflation  have not been  significant  to our overall  operating
results in recent years. Generally, we have been able to increase selling prices
sufficiently to offset cost increases, which have been moderate.

We believe that cash on hand, cash generated from  operations,  available credit
lines and access to credit markets will be adequate to support currently planned
business  operations and capital  expenditures on both a near-term and long-term
basis.


                                      -7-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Derivative Financial Instruments
We address  certain  financial  exposures  through a controlled  program of risk
management  that  includes  the  use of  derivative  financial  instruments.  We
primarily enter into foreign  currency  forward  exchange  contracts and foreign
currency options to reduce the effects of fluctuating  foreign currency exchange
rates.  We enter into  interest  rate swaps and options to manage the effects of
interest rate  movements on our  aggregate  liability  portfolio.  We categorize
these instruments as entered into for purposes other than trading.

For each  derivative  contract we enter, we formally  document the  relationship
between the hedging  instrument and hedged item, as well as its  risk-management
objective and strategy for undertaking the hedge.  This process includes linking
all   derivatives   that   are   designated   as   fair-value,   cash-flow,   or
foreign-currency  hedges to specific assets and liabilities on the balance sheet
or to specific firm  commitments  or forecasted  transactions.  We also formally
assess,  both at the  hedge's  inception  and on an ongoing  basis,  whether the
derivatives  that are used in  hedging  transactions  are  highly  effective  in
offsetting  changes  in fair  values  or cash  flows of hedged  items.  If it is
determined that a derivative is not highly  effective,  then we will be required
to discontinue hedge accounting prospectively.

Foreign Exchange Risk Management
We enter into forward  exchange  contracts to hedge  purchases,  receivables and
payables  denominated  in foreign  currencies  for periods  consistent  with our
identified  exposures.  The purpose of the hedging activities is to minimize the
effect of foreign  exchange  rate  movements  on our costs and on the cash flows
which  we  receive  from  foreign  subsidiaries.  Almost  all  foreign  currency
contracts are  denominated in currencies of major  industrial  countries and are
with large financial  institutions  rated as strong  investment grade by a major
rating agency.  We also enter into foreign currency options to hedge anticipated
transactions  where there is a high probability that anticipated  exposures will
materialize.  The forward  exchange  contracts and foreign currency options have
been designated as cash-flow  hedges.  As of September 30, 2000, these cash-flow
hedges have been highly effective.

As a matter of policy,  we only enter into  contracts with  counterparties  that
have at least an "A" (or equivalent)  credit rating. The counterparties to these
contracts are major financial institutions.  We do not have significant exposure
to  any  one  counterparty.  Our  exposure  to  credit  loss  in  the  event  of
nonperformance  by any of the  counterparties is limited to only the recognized,
but not realized, gains attributable to the contracts.  Management believes risk
of loss is remote and in any event would not be  material.  The  contracts  have
varying maturities with none exceeding 24 months. Costs associated with entering
into such contracts have not been material to our financial  results.  We do not
utilize derivative financial instruments for trading or speculative purposes. At
September  30, 2000,  we had foreign  currency  contracts in the form of forward
exchange  contracts  and  purchased  currency  options  in the  amount of $207.1
million and $72.2  million,  respectively.  The foreign  currencies  included in
these  contracts are  principally  the Euro,  Japanese yen, Swiss franc and U.K.
pound.

Interest Rate Risk Management
We have entered into  interest  rate swaps to exchange  floating  rate for fixed
rate  interest  payments  periodically  over  the  life  of the  agreements.  In
addition,  we have purchased  interest rate options that offer similar  interest
rate  protection.  The interest  rate swaps and options have been  designated as
cash-flow  hedges and have been highly  effective as of September  30, 2000.  At
September 30, 2000, we had interest rate swap and option agreements  outstanding
with  a  notional   principal  amount  of  $67.0  million  and  $133.0  million,
respectively.

Market Risk
There have been no  significant  changes in market risk since June 30, 2000 that
would  have a  material  effect on our  calculated  value-at-risk  exposure,  as
disclosed in the annual report on Form 10-K for the year ended June 30, 2000.

                                      -8-


<PAGE>





                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ACCOUNTING STANDARDS

Effective July 1, 2000, we adopted Statement of Financial  Accounting  Standards
("SFAS")  No.  133,   "Accounting   for  Derivative   Instruments   and  Hedging
Activities",  as amended by SFAS No. 138,  "Accounting  for  Certain  Derivative
Instruments and Certain Hedging  Activities",  which establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded in other contracts,  and for hedging activities.  SFAS No.
133, as amended,  requires the  recognition  of all  derivative  instruments  as
either assets or liabilities in the statement of financial  position measured at
fair value.

In accordance  with the  provisions  of SFAS No. 133, as amended,  we recorded a
non-cash charge to earnings of $2.2 million, after tax, to reflect the change in
time-value  from  the  date of the  contracts'  inception  through  the  date of
transition (July 1, 2000).  This charge is reflected as the cumulative effect of
a change in accounting principle in the accompanying  consolidated statements of
earnings.  Additionally,  on the date of  transition,  a  comparable  amount  of
deferred  unrealized  gains on these  instruments  were recorded in  accumulated
other  comprehensive  income which we expect to accrete into  earnings  over the
remaining life of the debt instruments (through February 2005).

INTERNET

Our strategic goals for the Internet are to enhance our brand equities, to reach
new  consumers,  to forge deeper  relationships  with existing  consumers and to
strengthen our business through our traditional retailers. The strategy includes
a planned launch of a multi-brand  website offering products from our portfolio,
specially designed sites which will be available through the e-commerce sites of
retailers who meet specific requirements and individual sites for our brands. We
currently have nine individual  brand websites that educate and inform consumers
about specific  brands,  with more in development.  Five of the existing sites -
esteelauder.com,  clinique.com, origins.com, bobbibrown.com and maccosmetics.com
- have e-commerce  capabilities.  We are currently  re-developing  the gloss.com
multi-brand site we acquired in May 2000 and expect to re-launch it in the third
quarter of fiscal 2001. The site initially will feature Estee Lauder,  Clinique,
Origins,  Bobbi Brown essentials,  and MAC products.  The site also will feature
products from Chanel,  Inc. and Clarins (U.S.A.) Inc. which became  co-venturers
in gloss.com in August 2000.  Our  Internet  sales,  which were not  significant
during the three  months ended  September  30, 2000,  are  currently  limited to
consumers  in the United  States and Canada.  The initial  impact of our overall
Internet  strategy  on  earnings  is  expected  to  be  immaterially   dilutive,
particularly  as we re-develop  the  multi-brand  site,  and accretive some time
after the re-launch.

Forward-Looking Information

We  and  our   representatives   from  time  to  time  make   written   or  oral
forward-looking  statements,  including  statements  contained in this and other
filings with the Securities and Exchange  Commission,  in our press releases and
in our reports to  stockholders.  The words and phrases  "will  likely  result,"
"expects,"  "believes,"  "planned,"  "will," "will continue," "is  anticipated,"
"estimates,"   "projects"  or  similar  expressions  are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. These statements include, without limitation, our
expectations regarding sales, earnings or other future financial performance and
liquidity, product introductions, entry into new geographic regions, new methods
of sale and future operations or operating results. Although we believe that our
expectations  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 our  expectations.  Factors  that could  cause
actual results to differ from expectations include, without limitation:

       (i)  increased  competitive  activity  from  companies  in the skin care,
       makeup,  fragrance and hair care  businesses,  some of which have greater
       resources than we do;

       (ii) our  ability to develop,  produce  and market new  products on which
       future operating results may depend;


                                      -9-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         (iii)  consolidations and restructurings in the retail industry causing
         a decrease in the number of stores that sell our products,  an increase
         in the ownership concentration within the retail industry, ownership of
         retailers  by our  competitors  and  ownership  of  competitors  by our
         customers that are retailers;

         (iv) shifts in the  preferences  of  consumers as to where and how they
         shop for the types of products and services we sell;

         (v) social,  political and economic risks to our foreign manufacturing,
         distribution  and  retail  operations,  including  changes  in  foreign
         investment and trade policies and regulations of the host countries and
         of the United States;

         (vi) changes in the laws,  regulations and policies,  including changes
         in accounting standards,  that affect, or will affect, us in the United
         States and abroad;

         (vii) foreign currency fluctuations affecting our results of operations
         and the value of our foreign  assets,  the relative  prices at which we
         sell our products and our foreign  competitors  sell their  products in
         the same market and our  operating and  manufacturing  costs outside of
         the United States;

         (viii) changes in global economic conditions that could affect the cost
         and availability of capital to the Company, which may be needed for new
         equipment, facilities or acquisitions;

         (ix) shipment delays,  depletion of inventory and increased  production
         costs resulting from disruptions of operations at any of the facilities
         which,  due to  consolidations  in our  manufacturing  operations,  now
         manufacture  nearly all of our supply of a  particular  type of product
         (i.e., focus factories);

         (x) real estate rates and availability, which may affect our ability to
         increase the number of retail locations at which we sell our products;

         (xi) changes in product mix to products which are less profitable;

         (xii) our  ability to develop  e-commerce  capabilities,  and other new
         information and distribution  technologies on a timely basis and within
         our cost estimates; and,

         (xiii) our ability to integrate acquired  businesses and realize value
         therefrom.

We assume no responsibility to update forward-looking  statements made herein or
otherwise.


                                      -10-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                             September 30          June 30
                                                                                                 2000                2000
                                                                                                 ----                ----
                                                                                              (Unaudited)
                                                                                                      (In millions)
                                    ASSETS

<S>                                                                                            <C>                 <C>
Current Assets
Cash and cash equivalents...............................................................       $  233.8            $  320.3
Accounts receivable, net................................................................          725.7               550.2
Inventory and promotional merchandise, net..............................................          521.5               546.3
Prepaid expenses and other current assets...............................................          220.7               201.7
                                                                                               --------            --------
     Total current assets...............................................................        1,701.7             1,618.5
                                                                                               --------            --------

Property, Plant and Equipment, net......................................................          488.9               480.3
                                                                                               --------            --------

Other Assets
Investments, at cost or market value....................................................           62.1                61.4
Deferred taxes..........................................................................           49.3                48.9
Goodwill, net ..........................................................................          706.3               708.1
Other intangible assets, net............................................................           26.0                31.1
Other assets, net.......................................................................          103.6                95.0
                                                                                               --------            --------
     Total other assets.................................................................          947.3               944.5
                                                                                               --------            --------
              Total assets..............................................................       $3,137.9            $3,043.3
                                                                                               ========            ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Short-term debt.........................................................................       $    6.6            $    7.0
Accounts payable........................................................................          222.3               236.5
Accrued income taxes....................................................................          116.7                84.2
Other accrued liabilities...............................................................          584.2               574.1
                                                                                               --------            --------
     Total current liabilities..........................................................          929.8               901.8
                                                                                               --------            --------

Noncurrent Liabilities
Long-term debt..........................................................................          418.1               418.4
Other noncurrent liabilities............................................................          208.8               202.8
                                                                                               --------            --------
     Total noncurrent liabilities.......................................................          626.9               621.2
                                                                                               --------            --------


$6.50 Cumulative Redeemable Preferred Stock, at redemption value........................          360.0               360.0
                                                                                               --------            --------

Stockholders' Equity
Common stock,  $.01 par value;  650,000,000  shares Class A  authorized;  shares
   issued: 125,132,314 at September 30, 2000 and 125,058,658 at June 30, 2000;
   240,000,000 shares Class B authorized; shares issued and outstanding 113,679,334.....            2.4                 2.4
Paid-in capital.........................................................................          237.2               237.1
Retained earnings.......................................................................        1,083.2             1,008.6
Accumulated other comprehensive income..................................................          (70.9)              (57.1)
                                                                                               --------            --------
                                                                                                1,251.9             1,191.0
Less: Treasury stock, at cost; 876,980 Class A shares at September 30, 2000
   and June 30, 2000....................................................................          (30.7)              (30.7)
                                                                                               --------            --------
     Total stockholders' equity.........................................................        1,221.2             1,160.3
                                                                                               --------            --------
              Total liabilities and stockholders' equity................................       $3,137.9            $3,043.3
                                                                                               ========            ========
</TABLE>

                 See notes to consolidated financial statements.

                                      -11-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                       Three Months Ended
                                                                                                           September 30
                                                                                                        2000          1999
                                                                                                        ----          ----
                                                                                                          (In millions)
<S>                                                                                                 <C>            <C>
Cash Flows from Operating Activities
   Net earnings...............................................................................     $    92.4      $   82.6
   Adjustments to reconcile net earnings to net cash
     flows used for operating activities:
       Depreciation and amortization..........................................................          35.7          29.6
       Amortization of purchased royalty rights...............................................           4.4           4.4
       Deferred income taxes..................................................................          (2.0)         (4.0)
       Minority interest......................................................................           0.2           -
       Cumulative effect of a change in accounting principle..................................           2.2           -
       Non-cash stock compensation............................................................          (2.1)         (3.5)
   Changes in operating assets and liabilities:
       Increase in accounts receivable, net...................................................        (194.2)       (155.4)
       Decrease in inventory and promotional merchandise, net.................................          13.3          10.9
       Increase in other assets, net..........................................................         (35.2)        (11.9)
       Decrease in accounts payable...........................................................          (8.6)        (12.8)
       Increase in accrued income taxes.......................................................          35.8          14.8
       Increase (decrease) in other accrued liabilities.......................................          24.5          (9.3)
       Increase in other noncurrent liabilities...............................................           6.9           5.7
                                                                                                   ---------      --------
          Net cash flows used for operating activities........................................         (26.7)        (48.9)
                                                                                                   ---------      --------
   Cash Flows from Investing Activities
       Capital expenditures...................................................................         (38.7)        (33.1)
       Acquisition of businesses, net of cash acquired........................................          (2.4)       (100.9)
       Purchase of long-term investments......................................................          (0.1)         (1.5)
       Proceeds from the disposition of long-term investments.................................           0.9           3.0
                                                                                                   ---------      --------
          Net cash flows used for investing activities........................................         (40.3)       (132.5)
                                                                                                   ---------      --------
   Cash Flows from Financing Activities
       Increase (decrease) in short-term debt, net............................................          (0.3)        104.2
       Repayments of long-term debt...........................................................           -            (0.2)
       Net proceeds from employee stock transactions..........................................           1.5           0.4
       Payments to acquire treasury stock.....................................................           -            (8.7)
       Dividends paid.........................................................................         (17.7)        (17.7)
                                                                                                   ---------      --------
          Net cash flows provided by (used for) financing activities..........................         (16.5)         78.0
                                                                                                   ---------      --------
   Effect of Exchange Rate Changes on Cash and Cash Equivalents...............................          (3.0)          6.1
                                                                                                   ---------      --------
   Net Decrease in Cash and Cash Equivalents..................................................         (86.5)        (97.3)
   Cash and Cash Equivalents at Beginning of Period...........................................         320.3         347.5

   Cash and Cash Equivalents at End of Period.................................................     $   233.8      $  250.2
                                                                                                   =========      ========
   Supplemental disclosures of cash flow information:

   Cash paid during the period for:
       Interest ..............................................................................     $     6.7      $    8.2
                                                                                                   =========      ========
       Income taxes  .........................................................................     $    24.4      $   34.9
                                                                                                   =========      ========
   Non-cash items:
       Tax benefit from exercise of stock options.............................................     $     0.7      $    0.3
                                                                                                   =========      ========
</TABLE>

                 See notes to consolidated financial statements.

                                      -12-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying  consolidated  financial statements include the accounts of The
Estee Lauder Companies Inc. and its subsidiaries (collectively,  the "Company").
All significant intercompany balances and transactions have been eliminated.

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with  the   instructions  to  Form  10-Q  and  Rule  10-01  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management all  adjustments  (consisting  of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results of operations of any interim  period are not  necessarily  indicative of
the  results of  operations  to be  expected  for the fiscal  year.  For further
information,  refer to the  consolidated  financial  statements and accompanying
footnotes  included  in the  Company's  annual  report on Form 10-K for the year
ended June 30, 2000.

Net Earnings Per Common Share

For the three month period  ended  September  30, 2000,  net earnings per common
share  ("basic  EPS") is computed  by dividing  net  earnings,  after  deducting
preferred stock dividends on the Company's $6.50 Cumulative Redeemable Preferred
Stock,  by  the  weighted  average  number  of  common  shares  outstanding  and
contingently  issuable shares (which satisfy certain  conditions).  Net earnings
per common share  assuming  dilution  ("diluted  EPS") is computed by reflecting
potential dilution from the exercise of stock options.

A  reconciliation  between  the  numerators  and  denominators  of the basic and
diluted EPS computations is as follows:

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                           September 30
                                                                                         2000         1999
                                                                                         ----         ----
                                                                                           (Unaudited)
                                                                               (In millions, except per share data)
<S>                                                                                  <C>            <C>
Numerator:
Net earnings before accounting change.................................                 $  94.6      $  82.6
Preferred stock dividends.............................................                    (5.9)        (5.9)
                                                                                       -------      -------
Net earnings attributable to common stock before accounting change....                 $  88.7      $  76.7
Cumulative effect of a change in accounting principle, net of tax.....                    (2.2)         -
                                                                                       -------      -------
Net earnings attributable to common stock.............................                 $  86.5      $  76.7
                                                                                       =======      =======

Denominator:
Weighted average common shares outstanding - Basic....................                   238.1        237.5
Effect of dilutive securities: Stock options..........................                     4.1          5.1
                                                                                       -------      -------
Weighted average common shares outstanding - Diluted..................                   242.2        242.6
                                                                                       =======      =======

Basic net earnings per common share:
Net earnings before accounting change.................................                 $   .37      $   .32
Cumulative effect of a change in accounting principle, net of tax.....                    (.01)         -
                                                                                       -------      -------
Net earnings..........................................................                 $   .36      $   .32
                                                                                       =======      =======

Diluted net earnings per common share:
Net earnings before accounting change.................................                 $   .37      $   .32
Cumulative effect of a change in accounting principle, net of tax.....                    (.01)         -
                                                                                       -------      -------
Net earnings..........................................................                 $   .36      $   .32
                                                                                       =======      =======
</TABLE>
                                      -13-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


As of September 30, 2000, options to purchase 9.5 million shares of common stock
were not included in the  computation  of diluted EPS because the exercise price
of those options were greater than the average market price of the common stock.
The options were still outstanding at the end of the period.


Accounts Receivable

Accounts  receivable is stated net of the  allowance  for doubtful  accounts and
retail  customer  deductions  of $31.8 million and $31.7 million as of September
30, 2000 and June 30, 2000, respectively.

Inventory and Promotional Merchandise

Inventory and promotional merchandise only include inventory considered saleable
or usable in future periods, and are stated at the lower of cost or market, with
cost being determined on the first-in, first-out method. Promotional merchandise
is charged to expense at the time the  merchandise  is shipped to the  Company's
customers.

<TABLE>
<CAPTION>

                                                                        September 30        June 30
                                                                            2000              2000
                                                                            ----              ----
                                                                        (Unaudited)
                                                                                (In millions)
<S>                                                                        <C>            <C>
         Inventory and promotional merchandise consists of:
           Raw materials.........................................         $  119.8          $ 140.9
           Work in process.......................................             25.4             21.5
           Finished goods........................................            285.4            271.2
           Promotional merchandise...............................             90.9            112.7
                                                                          --------          -------
                                                                          $  521.5          $ 546.3
                                                                          ========          =======

</TABLE>

Property, Plant and Equipment

Property,  plant and equipment are carried at cost less accumulated depreciation
and amortization.  For financial  statement  purposes,  depreciation is provided
principally on the  straight-line  method over the estimated useful lives of the
assets  ranging from 3 to 40 years.  Leasehold  improvements  are amortized on a
straight-line  basis over the shorter of the lives of the  respective  leases or
the expected useful lives of those improvements.

<TABLE>
<CAPTION>

                                                                        September 30        June 30
                                                                            2000              2000
                                                                            ----              ----
                                                                        (Unaudited)
                                                                                 (In millions)
<S>                                                                       <C>               <C>
         Land ...................................................         $   13.0          $  13.0
         Buildings and improvements..............................            133.7            134.9
         Machinery and equipment.................................            496.6            490.1
         Furniture and fixtures..................................             98.5             95.8
         Leasehold improvements..................................            259.7            240.4
                                                                          --------          -------
                                                                           1,001.5            974.2
         Less accumulated depreciation and amortization..........            512.6            493.9
                                                                          --------          -------
                                                                          $  488.9          $ 480.3
                                                                          ========          =======
</TABLE>

Depreciation and amortization of property, plant and equipment was $24.7 million
and $20.7  million  during the three months ended  September  30, 2000 and 1999,
respectively.
                                      -14-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Management Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets,  liabilities,  revenues  and  expenses
reported in those financial  statements.  Actual results could differ from those
estimates and assumptions.

Recently Issued Accounting Standards

Effective July 1, 2000, the Company  adopted  Statement of Financial  Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  as amended by SFAS No. 138,  "Accounting  for  Certain  Derivative
Instruments and Certain Hedging  Activities",  which establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded in other contracts,  and for hedging activities.  SFAS No.
133, as amended,  requires the  recognition  of all  derivative  instruments  as
either assets or liabilities in the statement of financial  position measured at
fair value.

In accordance  with the  provisions  of SFAS No. 133, as amended,  we recorded a
non-cash charge to earnings of $2.2 million, after tax, to reflect the change in
time-value  from  the  date of the  contracts'  inception  through  the  date of
transition (July 1, 2000).  This charge is reflected as the cumulative effect of
a change in accounting principle in the accompanying  consolidated statements of
earnings.  Additionally,  on the date of  transition,  a  comparable  amount  of
deferred  unrealized  gains on these  instruments  were recorded in  accumulated
other  comprehensive  income which the Company  expects to accrete into earnings
over the remaining life of the debt instruments (through February 2005).

NOTE 2 - COMPREHENSIVE  INCOME

The components of accumulated other comprehensive income ("OCI") included in the
accompanying  consolidated  balance sheets consist of net unrealized  investment
gains, net gain or (loss) on derivative instruments designated and qualifying as
cash-flow hedging instruments and cumulative  translation  adjustments as of the
end of each period.

Comprehensive income and its components, net of tax, are as follows:

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                          September 30
                                                                                       2000          1999
                                                                                       ----          ----
                                                                                          (Unaudited)
                                                                                         (In millions)
<S>                                                                                  <C>            <C>
Net earnings..............................................                           $   92.4       $   82.6
                                                                                     --------       --------
Other comprehensive income:
     Net unrealized investment gains (losses).............                                1.0           (0.3)
     Net derivative instruments gains (losses)............                                5.2           -
     Translation adjustments..............................                              (20.0)          11.3
                                                                                     --------       --------

     Other comprehensive income...........................                              (13.8)          11.0
                                                                                     --------       --------

Comprehensive income......................................                           $   78.6       $   93.6

                                                                                     ========       ========
</TABLE>

                                      -15-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The accumulated  net gain on derivative  instruments for the three months ending
September 30, 2000 consists of the following:

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                      September 30, 2000
                                                                                      ------------------
                                                                                          (Unaudited)
                                                                                         (In millions)
<S>                                                                                       <C>
     OCI - derivative instruments, beginning of period............                        $        -
        Gains on derivative instruments...........................                               9.6
        Reclassification to earnings as gains during the period...                              (1.5)
        Provision for deferred income taxes.......................                              (2.9)
                                                                                          -----------
     OCI - derivative instruments, end of period..................                        $      5.2
                                                                                          ===========
</TABLE>

Of the $5.2 million  recorded in OCI at the end of the period $2.7 million,  net
of tax,  relates to forward  contracts  and  foreign  currency  options  that we
estimated  will be  reclassified  to  earnings  as gains  during the next twelve
months.  The remaining $2.5 million,  net of tax, relates to interest rate swaps
and caps that we expect to accrete into earnings over the remaining  life of the
debt instruments (through February 2005).

NOTE 3 - FINANCIAL INSTRUMENTS

Derivative Financial Instruments

The Company addresses certain financial  exposures through a controlled  program
of risk  management that includes the use of derivative  financial  instruments.
The Company  primarily enters into foreign  currency forward exchange  contracts
and  foreign  currency  options to reduce the  effects  of  fluctuating  foreign
currency exchange rates. The Company enters into interest rate swaps and options
to manage the effects of interest  rate  movements  on our  aggregate  liability
portfolio.  The  Company  categorizes  these  instruments  as  entered  into for
purposes other than trading.

All  derivatives are recognized on the balance sheet at their fair value. On the
date the  derivative  contract  is entered  into,  the  Company  designates  the
derivative  as (i) a hedge of the fair value of a recognized  asset or liability
or of an unrecognized  firm commitment  ("fair value" hedge),  (ii) a hedge of a
forecasted  transaction  or of the  variability  of cash flows to be received or
paid related to a recognized  asset or liability  ("cash flow"  hedge),  (iii) a
foreign-currency  fair-value or cash-flow hedge ("foreign currency" hedge), (iv)
a hedge of a net  investment in a foreign  operation,  or (v) "held for trading"
("trading"  instruments).  Changes  in the fair  value of a  derivative  that is
highly  effective as - and that is  designated  and  qualifies as - a fair-value
hedge,  along with the loss or gain on the  hedged  asset or  liability  that is
attributable to the hedged risk (including losses or gains on firm commitments),
are  recorded  in  current-period  earnings.  Changes  in the  fair  value  of a
derivative that is highly effective as and that is designated and qualifies as -
a cash-flow hedge are recorded in other comprehensive income, until earnings are
affected by the variability of cash flows (e.g., when periodic  settlements on a
variable-rate asset or liability are recorded in earnings).  Changes in the fair
value of derivatives  that are highly effective as - and that are designated and
qualify as -  foreign-currency  hedges  are  recorded  in either  current-period
earnings  or  other  comprehensive  income,   depending  on  whether  the  hedge
transaction is a fair-value hedge (e.g., a hedge of a firm commitment that is to
be  settled  in  a  foreign   currency)   or  a   cash-flow   hedge   (e.g.,   a
foreign-currency-denominated  forecasted transaction). If, however, a derivative
is used as a hedge of a net  investment in a foreign  operation,  its changes in
fair value, to the extent  effective as a hedge,  are recorded in the cumulative
translation  adjustments account within equity.  Last, changes in the fair value
of derivative trading instruments are reported in current-period earnings.

The Company formally documents all relationships between hedging instruments and
hedged  items,  as  well  as its  risk-management  objective  and  strategy  for
undertaking  various  hedge  transactions.  This  process  includes  linking all
derivatives that are designated as fair-value,  cash-flow,  or  foreign-currency
hedges to specific  assets and  liabilities  on the balance sheet or to specific
firm commitments or forecasted transactions. The Company also formally assesses,
both at the hedge's  inception and on an ongoing basis,  whether the derivatives
that are used in hedging transactions are highly effective in offsetting changes
in fair  values or cash  flows of hedged  items.  When it is  determined  that a
derivative  is not  highly  effective,  as a hedge or that it has ceased to be a
highly effective hedge, the Company discontinues hedge accounting prospectively.

                                      -16-

<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Foreign Exchange Risk Management

The  Company  enters  into  forward  exchange   contracts  to  hedge  purchases,
receivables  and  payables   denominated  in  foreign   currencies  for  periods
consistent with our identified exposures.  The purpose of the hedging activities
is to minimize the effect of foreign exchange rate movements on costs and on the
cash flows which the Company  receives  from  foreign  subsidiaries.  Almost all
foreign  currency  contracts are  denominated in currencies of major  industrial
countries and are with large financial  institutions  rated as strong investment
grade by a major rating  agency.  The Company also enters into foreign  currency
options to hedge anticipated transactions where there is a high probability that
anticipated  exposures  will  materialize.  The forward  exchange  contracts and
foreign  currency  options  have been  designated  as  cash-flow  hedges.  As of
September 30, 2000, these cash-flow hedges have been highly effective.

As  a  matter  of  policy,   the  Company  only  enters  into   contracts   with
counterparties  that have at least an "A" (or  equivalent)  credit  rating.  The
counterparties to these contracts are major financial institutions.  The Company
does not have significant  exposure to any one counterparty.  Exposure to credit
loss in the event of nonperformance  by any of the  counterparties is limited to
only the  recognized,  but not realized,  gains  attributable  to the contracts.
Management  believes  risk of loss  is  remote  and in any  event  would  not be
material.  The contracts have varying  maturities with none exceeding 24 months.
Costs associated with entering into such contracts have not been material to the
Company's financial results.  The Company does not utilize derivative  financial
instruments  for trading or  speculate  purposes.  At September  30,  2000,  the
Company had foreign currency contracts in the form of forward exchange contracts
and  purchased  currency  options  in the  amount  of $207.1  million  and $72.2
million,  respectively.  The foreign currencies  included in these contracts are
principally the Euro, Japanese yen, Swiss franc and U.K. pound.

Interest Rate Risk Management

The Company has entered into interest  rate swaps to exchange  floating rate for
fixed rate interest payments  periodically  over the life of the agreements.  In
addition,  the Company has  purchased  interest  rate options that offer similar
interest  rate  protection.  The  interest  rate  swaps  and  options  have been
designated  as cash-flow  hedges and have been highly  effective as of September
30, 2000. At September  30, 2000,  the Company had interest rate swap and option
agreements  outstanding  with a notional  principal  amount of $67.0 million and
$133.0 million, respectively.

                                      -17-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - SEGMENT DATA AND RELATED INFORMATION

Reportable  operating  segments include  components of an enterprise about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing performance.  The Company evaluates segment performance based upon net
sales and operating income.  Operating income represents  earnings before income
taxes  and  net  interest  expense.  The  accounting  policies  for  each of the
reportable  segments are  substantially  the same as those for the  consolidated
financial  statements,  as described in the segment data and related information
footnote,  included in the June 30, 2000 annual  report on Form 10-K.  There has
been no significant  variance in the total or long-lived asset values associated
with each segment since June 30, 2000.

<TABLE>
<CAPTION>

                                                                                         Three Months Ended
                                                                                            September 30
                                                                                         2000          1999
                                                                                         ----          ----
                                                                                             (Unaudited)
                                                                                            (In millions)
<S>                                                                                   <C>            <C>
SEGMENT DATA
   Net Sales:
      Skin Care........................................................               $   395.2     $   353.4
      Makeup...........................................................                   431.3         403.9
      Fragrance........................................................                   299.8         307.1
      Hair Care........................................................                    45.6          23.1
      Other............................................................                     5.8           6.2
                                                                                      ---------     ---------
                                                                                      $ 1,177.7     $ 1,093.7
                                                                                      =========     =========
   Operating Income:
      Skin Care........................................................               $    66.8     $    54.1
      Makeup...........................................................                    53.8          48.5
      Fragrance........................................................                    32.5          31.3
      Hair Care........................................................                     0.2           2.5
      Other............................................................                     -             0.1
                                                                                      ---------     ---------
                                                                                          153.3         136.5
      Reconciliation:
         Interest expense, net.........................................                     5.1           5.4
                                                                                      ---------     ---------
      Earnings before income taxes and minority interest...............               $   148.2     $   131.1
                                                                                      =========     =========


REGIONAL DATA
   Net Sales:
      The Americas.....................................................               $   783.1     $   715.8
      Europe, the Middle East & Africa.................................                   255.1         257.1
      Asia/Pacific.....................................................                   139.5         120.8
                                                                                      ---------     ---------
                                                                                      $ 1,177.7     $ 1,093.7
                                                                                      =========     =========
   Operating Income:
      The Americas.....................................................               $   111.1     $   100.4
      Europe, the Middle East & Africa.................................                    33.2          27.2
      Asia/Pacific.....................................................                     9.0           8.9
                                                                                      ---------     ---------
                                                                                      $   153.3     $   136.5
                                                                                      =========     =========

</TABLE>


                                      -18-


<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

We are involved in various legal proceedings incident to our business, including
those  described  in our annual  report on Form 10-K for the year ended June 30,
2000.  In  management's  opinion,  the  outcome  of pending  legal  proceedings,
separately or in the aggregate,  will not have a material  adverse effect on our
business or financial condition.

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits--

           10.1  Employment Agreement with Ronald S. Lauder +
           27.1  Financial Data Schedule


(b)      Reports on Form 8-K -- There were no reports on Form 8-K for the three
         months ended September 30, 2000.



+ Exhibit is a management contract or compensatory plan or arrangement.


                                      -19-

<PAGE>





                                   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, thereunto duly authorized.


                                         THE ESTEE LAUDER COMPANIES INC.



Date:  October 24, 2000                  By:     /s/Richard W. Kunes
                                                ---------------------
                                                    Richard W. Kunes
                                                 Senior Vice President
                                              and Chief Financial Officer
                                               (Principal Financial and
                                                  Accounting Officer)




<PAGE>




                         THE ESTEE LAUDER COMPANIES INC.
                                INDEX TO EXHIBITS


           Exhibit                 Description
           Number



            10.1              Employment Agreement with Ronald S. Lauder.
            27.1              Financial Data Schedule.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission