10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 June 29, 2008

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                     

Commission file number: 001-33048

Bare Escentuals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-1062857
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

71 Stevenson Street, 22^nd Floor

San Francisco, CA 94105

(Address of principal executive offices with zip code)

(415) 489-5000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

At August 1, 2008, the number of shares outstanding of the registrant’s common stock, $0.001 par value, was 91,434,209.

Table of Contents

Bare Escentuals, Inc.

INDEX

PART I—FINANCIAL INFORMATION		3
Item 1	Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets — June 29, 2008 and December 30, 2007	3
	Condensed Consolidated Statements of Income—Three and Six Months Ended June 29, 2008 and July 1, 2007	4
	Condensed Consolidated Statements of Cash Flows—Three and Six Months Ended June 29, 2008 and July 1, 2007	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4	Controls and Procedures	31
PART II—OTHER INFORMATION		32
Item 1	Legal Proceedings	32
Item 1A	Risk Factors	32
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3	Defaults Upon Senior Securities	34
Item 4	Submission of Matters to a Vote of Security Holders	34
Item 5	Other Information	34
Item 6	Exhibits	34
Signatures		35
Exhibit Index
Certifications

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARE ESCENTUALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	June 29, 2008			December 30, 2007(a)
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	31,135		$	32,117
Inventories		81,469			59,643
Accounts receivable, net of allowances of $4,535 and $7,638 at June 29, 2008 and December 30, 2007, respectively		45,266			43,369
Prepaid expenses and other current assets		9,963			9,393
Prepaid income taxes		4,826			—
Deferred tax assets, net		7,410			7,410
Total current assets		180,069			151,932
Property and equipment, net		55,361			43,876
Goodwill		15,409			15,409
Intangible assets, net		8,424			9,908
Deferred tax assets, net		438			—
Other assets		2,808			2,780
Total assets	$	262,509		$	223,905
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	17,216		$	17,901
Accounts payable		29,457			22,041
Accrued liabilities		20,106			25,141
Income taxes payable		—			2,648
Total current liabilities		66,779			67,731
Long-term debt, less current portion		230,694			247,032
Other liabilities		14,090			13,629
Commitments and contingencies
Stockholders’ deficit:
Preferred stock; $0.001 par value; 10,000 shares authorized; zero shares issued and outstanding		—			—
Common stock; $0.001 par value; 200,000 shares authorized; 91,434 and 91,159 shares issued and outstanding at June 29, 2008 and December 30, 2007, respectively		91			91
Additional paid - in capital		421,679			416,524
Accumulated other comprehensive loss		(1,741	)		(1,544	)
Accumulated deficit		(469,083	)		(519,558	)
Total stockholders’ deficit		(49,054	)		(104,487	)
Total liabilities and stockholders’ deficit	$	262,509		$	223,905

(a) Condensed consolidated balance sheet as of December 30, 2007 has been derived from the audited consolidated financial statements as of that date.

See accompanying notes.

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BARE ESCENTUALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

	Three months ended						Six months ended
	(unaudited)						(unaudited)
	June 29, 2008			July 1, 2007			June 29, 2008			July 1, 2007
Sales, net	$	138,518		$	124,144		$	278,876		$	239,757
Cost of goods sold		39,017			37,578			77,674			71,028
Gross profit		99,501			86,566			201,202			168,729
Expenses:
Selling, general and administrative		50,691			43,536			101,155			82,721
Depreciation and amortization, relating to selling, general and administrative		2,821			1,860			5,442			2,800
Stock-based compensation, relating to selling, general and administrative		968			1,779			2,880			3,390
Operating income		45,021			39,391			91,725			79,818
Interest expense		(4,280	)		(6,274	)		(8,924	)		(13,085	)
Other income (expense), net		(40	)		487			667			828
Income before provision for income taxes		40,701			33,604			83,468			67,561
Provision for income taxes		16,009			13,389			32,993			26,941
Net income	$	24,692		$	20,215		$	50,475		$	40,620
Net income per share:
Basic	$	0.27		$	0.22		$	0.55		$	0.45
Diluted	$	0.26		$	0.22		$	0.54		$	0.44
Weighted-average shares used in per share calculations:
Basic		91,377			90,021			91,319			89,725
Diluted		93,363			93,091			93,320			92,804

See accompanying notes.

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BARE ESCENTUALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six months ended
	June 29, 2008			July 1, 2007
	(unaudited)
Operating activities
Net income	$	50,475		$	40,620
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		3,958			1,995
Amortization of intangible assets		1,484			805
Amortization of debt issuance costs		123			139
Stock-based compensation		2,880			3,390
Excess tax benefit from stock option exercises and disqualifying disposition of shares		(2,474	)		(2,286	)
Deferred income tax benefit		(866	)		(827	)
Other		—			42
Changes in assets and liabilities:
Inventories		(21,826	)		7,909
Accounts receivable		(1,897	)		(2,021	)
Income taxes		(6,286	)		1,337
Prepaid expenses and other current assets		(570	)		(981	)
Other assets		(151	)		(596	)
Accounts payable and accrued liabilities		2,381			(2,186	)
Other liabilities		680			667
Net cash provided by operating activities		27,911			48,007
Investing activities
Purchase of property and equipment		(16,744	)		(12,206	)
Proceeds from sale of property and equipment		1,299			—
Acquisition of business, net of cash and cash equivalents acquired		—			(18,657	)
Net cash used in investing activities		(15,445	)		(30,863	)
Financing activities
Repayments on First Lien Term Loan		(17,023	)		(39,263	)
Proceeds from issuance of common stock in public offerings		—			22,645
Payment of transaction costs in connection with public offerings		—			(1,562	)
Excess tax benefit from stock option exercises and disqualifying disposition of shares		2,474			2,286
Exercise of stock options		1,107			336
Net cash used in financing activities		(13,442	)		(15,558	)
Effect of foreign currency exchange rate changes on cash		(6	)		103
Net (decrease) increase in cash and cash equivalents		(982	)		1,689
Cash and cash equivalents, beginning of period		32,117			20,875
Cash and cash equivalents, end of period	$	31,135		$	22,564
Supplemental disclosure of cash flow information
Cash paid for interest	$	7,469		$	13,133
Cash paid for income taxes	$	38,273		$	28,903

See accompanying notes.

5

BARE ESCENTUALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Business

Bare Escentuals, Inc., together with its subsidiaries (“Bare Escentuals” or the “Company”), develops, markets, and sells branded cosmetics and skin care products under the bareMinerals, bareVitamins, RareMinerals, i.d., and namesake Bare Escentuals brands and professional skin care products under the md formulations brand. The bareMinerals cosmetics, particularly the core foundation products which are mineral-based, offer a highly differentiated, healthy alternative to conventional cosmetics. The Company uses a multi-channel distribution model consisting of infomercials; home shopping television on QVC; premium wholesale, including Sephora, Ulta and department stores; company-owned boutiques; spas and salons and online shopping. The Company also sells products internationally in the UK, Japan, France and Germany as well as in smaller international markets via distributors.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 in the Company’s Form 10-K for the year ended December 30, 2007. Except as noted below, the Company’s significant accounting policies have not changed significantly as of June 29, 2008.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of June 29, 2008, the condensed consolidated statements of operations for the three and six months ended June 29, 2008 and July 1, 2007, and the condensed consolidated statements of cash flows for the six months ended June 29, 2008 and July 1, 2007, are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 29, 2008, its results of operations for the three and six months ended June 29, 2008 and July 1, 2007, and its cash flows for the six months ended June 29, 2008 and July 1, 2007. The results for the interim periods are not necessarily indicative of the results to be expected for any future period or for the fiscal year ending December 28, 2008.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s 2007 Annual Report on Form 10-K filed with the SEC on February 28, 2008.

Fiscal Quarter

The Company’s fiscal quarters end on the Sunday closest to March 31, June 30, September 30 and December 31. The three months ended June 29, 2008 and July 1, 2007 each contained 13 weeks. The six months ended June 29, 2008 and July 1, 2007 each contained 26 weeks.

Concentration of Credit Risk and Credit Risk Evaluation

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held by or invested in various domestic financial institutions with high credit standing. Management believes that these financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

Sales generated through credit card purchases were approximately 43.2% and 44.4% of total net sales for the three and six months ended June 29, 2008, respectively, and approximately 49.2% and 49.7% of total net sales for the three and six months ended July 1, 2007, respectively. The Company uses third parties to collect its credit card receivables and, as a consequence, believes that its credit risks related to these channels of distribution are limited. The Company performs ongoing credit evaluations of its wholesale customers not paying by credit card. Generally, the Company does not require collateral. An allowance for doubtful accounts is determined with respect to those amounts that the Company has determined

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to be doubtful of collection using specific identification of doubtful accounts and an aging of receivables analysis based on invoice due dates. Actual collection losses may differ from management’s estimates, and such differences could be material to the Company’s consolidated financial position, results of operations, and cash flows. Uncollectible receivables are written off against the allowance for doubtful accounts when all efforts to collect them have been exhausted, and recoveries are recognized when they are received. Generally, accounts receivable are past due after 30 days of an invoice date unless special payment terms are provided.

The table below sets forth the percentage of consolidated accounts receivable, net for customers who represented 10% or more of consolidated accounts receivable, which are included in the wholesale segment:

	June 29, 2008		July 1, 2007
Customer A	22	%	25	%
Customer B	17	%	16	%
Customer C	31	%	31	%

The table below sets forth the percentage of consolidated sales, net for customers who represented 10% or more of consolidated net sales, which are included in the wholesale segment:

	Three months ended				Six months ended
	June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
Customer A	17	%	12	%	15	%	12	%
Customer B	11	%	15	%	12	%	14	%
Customer C	13	%	15	%	14	%	15	%

As of June 29, 2008 and December 30, 2007, the Company had no off-balance sheet concentrations of credit risk.

Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS No. 133 also requires the recognition of all derivative instruments as either assets or liabilities on the balance sheet and that they be measured at fair value.

The Company is exposed to interest rate risks primarily through borrowings under its credit facilities. Interest on all of the Company’s borrowings under its senior secured credit facilities is based upon variable interest rates. As of June 29, 2008, the Company had borrowings of $247.9 million outstanding under its senior secured credit facilities which bear interest at a rate equal to, at the Company’s option, either LIBOR or the lenders’ base rate, plus an applicable margin varying based on the Company’s consolidated total leverage ratio. As of June 29, 2008, the interest rate on the First Lien Term Loan was accruing at 4.73%. Under its senior secured credit facilities, the Company is required to enter into interest rate swap or similar agreements with respect to at least 40% of the outstanding principal amount of all loans under its senior secured credit facilities, unless the Company satisfies specified coverage ratio tests. For the six months ended June 29, 2008, the Company satisfied these tests.

In August 2007, the Company entered into a two-year interest rate swap transaction in respect of the Company’s senior secured credit facilities. The interest rate swap has an initial notional amount of $200 million declining to $100 million after one year under which, on a net settlement basis, the Company will make monthly fixed rate payments at the rate of 5.03% and the counterparty makes monthly floating rate payments based upon one-month U.S. dollar LIBOR. As a result of the interest rate swap transaction, the Company has fixed the interest rate for a two-year period on $200 million of borrowings for the first year and $100 million of borrowings for the second year under its First Lien Credit Agreement. The Company’s obligations under the interest rate swap transaction as to the scheduled payments are guaranteed and secured on the same basis as is its obligations under the First Lien Credit Agreement. The fair value of the interest rate swap as of June 29, 2008 was a liability of $2,859,000, which was recorded in other liabilities in the condensed consolidated balance sheet. In the three and six months ended June 29, 2008, the Company recorded an unrealized gain on the interest rate swap of $1,277,000 and an unrealized loss on the interest rate swap of $191,000 respectively, net of tax, that was included in equity as a component of accumulated other comprehensive loss.

7

Earnings per Share

A calculation of earnings per share, as reported is as follows (in thousands, except per share data):

	Three months ended				Six months ended
	June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
Numerator:
Net income	$	24,692	$	20,215	$	50,475	$	40,620
Denominator:
Weighted average common shares used in per share calculations — basic		91,377		90,021		91,319		89,725
Add: Common stock equivalents from exercise of stock options		1,986		3,070		2,001		3,079
Weighted-average common shares used in per share calculations — diluted		93,363		93,091		93,320		92,804
Net income per share
Basic	$	0.27	$	0.22	$	0.55	$	0.45
Diluted	$	0.26	$	0.22	$	0.54	$	0.44

For the three and six months ended June 29, 2008, options to purchase 582,900 and 495,938 shares of common stock, respectively, were excluded from the calculation of weighted average shares for diluted net income per share as they were anti-dilutive. For the three and six months ended July 1, 2007, options to purchase 56,000 and 116,000 shares of common stock, respectively, were excluded from the calculation of weighted average shares for diluted net income per share as they were anti-dilutive.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income was $1,332,000 for the three months ended June 29, 2008 and was a loss of $197,000 for the six months ended June 29, 2008, respectively. Other comprehensive income was $103,000 for the three and six months ended July 1, 2007.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Statement 157 also applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. For financial assets and liabilities, the provisions of Statement 157 are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which amends Statement 157 by delaying the effective date of Statement 157 to fiscal years ending after November 15, 2008 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company adopted Statement 157 on December 31, 2007 for financial assets and financial liabilities. It did not have any impact on the Company’s results of operations or financial position (Note 12). The Company will adopt Statement 157 for nonfinancial assets and liabilities during its fiscal year ending January 3, 2010.

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In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities. Statement 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. Statement 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The provisions of Statement 159 are effective for fiscal years beginning after November 15, 2007. The Company adopted Statement 159 on December 31, 2007. The Company did not elect the fair value option for any of its eligible financial assets or liabilities.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue to use the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. The Company adopted SAB 110 on December 31, 2007. The Company is continuing to use the “simplified” method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations. Statement 141-R will significantly change the accounting for future business combinations after adoption. Statement 141-R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired business. Statement 141-R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Statement 141-R is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company will adopt Statement 141-R beginning in its fiscal year ending January 3, 2010, as required. The Company is currently in the process of determining the impact, if any, of adopting the provisions of Statement 141-R but it is not expected to have a material impact on the Company’s financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. Statement 161 amends and expands the disclosure requirements of Statement 133 with the intent to provide users of financial statements with an enhanced understanding of: 1) How and why an entity uses derivative instruments; 2) How derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations and 3) How derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company will adopt Statement 161 in its fiscal year ending January 3, 2010, as required. The Company has not completed its evaluation of Statement 161 but it will not impact its financial position or results of operations as it is disclosure-only in nature.

3. Acquisition

On April 3, 2007, the Company completed its acquisition of U.K.-based Cosmeceuticals Limited (“Cosmeceuticals”), which distributes Bare Escentuals’ bareMinerals, md formulations and MD Forte brands primarily to spas and salons and QVC U.K. The acquired entity has been renamed Bare Escentuals UK Ltd. The Company’s primary reason for the acquisition was to reacquire its distribution rights and to expand its market share. The consideration for the purchase was cash of $23.1 million, comprised of $22.4 million in cash consideration and $0.7 million of transaction costs. The Company’s consolidated financial statements include the operating results of the business acquired from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material.

The total purchase price of $23.1 million was allocated as follows: $12.6 million to goodwill included in the corporate segment (not deductible for income tax purposes), $8.9 million to identifiable intangible assets comprised of customer relationships of $8.0 million and $0.9 million for non-compete agreements, $4.4 million to net tangible assets acquired, and $2.8 million to deferred tax liability. The estimated useful economic lives of the identifiable intangible assets acquired are three years. The significant factor that resulted in recognition of goodwill was that the purchase price was based on the ability to expand in trade areas beyond the acquired distribution rights at an accelerated rate.

During the six months ended June 29, 2008, the Company sold $1.3 million of the net tangible assets acquired to a third party for proceeds of $1.3 million. There was no gain or loss recorded in this transaction.

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4. Inventories

Inventories consisted of the following (in thousands):

	June 29, 2008		December 30, 2007
Work in process	$	14,716	$	6,013
Finished goods		66,753		53,630
	$	81,469	$	59,643

5. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

	June 29, 2008			December 30, 2007
Furniture and equipment	$	12,299		$	8,719
Computers and software		15,287			13,890
Leasehold improvements		35,071			28,291
		62,657			50,900
Accumulated depreciation and amortization		(13,327	)		(9,369	)
		49,330			41,531
Construction-in-progress		6,031			2,345
Property and equipment, net	$	55,361		$	43,876

6. Intangible Assets, Net

Intangible assets, net, consisted of the following (in thousands):

	June 29, 2008			December 30, 2007
Customer relationships	$	8,000		$	8,000
Trademarks		3,233			3,233
Domestic customer base		939			939
International distributor base		820			820
Non-compete agreements		900			900
		13,892			13,892
Accumulated amortization		(5,468	)		(3,984	)
Intangible assets, net	$	8,424		$	9,908

7. Other Assets

Other assets consisted of the following (in thousands):

	June 29, 2008		December 30, 2007
Debt issuance costs, net of accumulated amortization of $461 and $338 at June 29, 2008 and December 30, 2007, respectively	$	657	$	780
Other assets		2,151		2,000
	$	2,808	$	2,780

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8. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	June 29, 2008		December 30, 2007
Interest	$	729	$	971
Employee compensation and benefits		8,189		9,394
Purchase price for acquisition		—		2,526
Gift certificates and customer liabilities		1,948		2,500
Sales taxes and local business taxes		1,655		2,434
Royalties		2,227		2,146
Other		5,358		5,170
	$	20,106	$	25,141

9. Revolving Lines of Credit

At June 29, 2008, $24,900,000 was available under our revolving line of credit (the “Revolver”) and $100,000 was outstanding in letters of credit. Borrowings under the Revolver bear interest at a rate equal to, at the Company’s option, either LIBOR or the lenders’ base rate, plus an applicable margin based on a grid in which the pricing depends on the Company’s consolidated total leverage ratio and debt rating (2.25% plus LIBOR or 1.25% plus lenders’ base rate; actual rate of 4.73% at June 29, 2008 and 7.46% at December 30, 2007). The Company is also required to pay commitment fees of 0.5% per annum on any unused portions of the facility.

10. Long-Term Debt

Long-term debt consisted of the following (in thousands):

	June 29, 2008			December 30, 2007
First Lien Term Loan	$	247,910		$	264,933
Less current portion		(17,216	)		(17,901	)
Total long-term debt, net of current portion	$	230,694		$	247,032

First Lien Term Loan

The First Lien Term Loan has an original term of seven years expiring on February 18, 2012 and bear interest at a rate equal to, at the Company’s option, either LIBOR or the lenders’ base rate, plus an applicable margin varying based on the Company’s consolidated total leverage ratio. As of June 29, 2008 and December 30, 2007, the interest rate on the First Lien Term Loan was accruing at 4.73% and 7.46%, respectively (without giving effect to the interest rate swap transaction).

Borrowings under the Revolver (Note 9) and the First Lien Term Loan are secured by substantially all of the Company’s assets, including, but not limited to, all accounts receivable, inventory, property and equipment, and intangibles. The terms of the senior secured credit facilities require the Company to comply with financial covenants, including maintaining a leverage ratio, entering into interest rate swap or similar agreements with respect to 40% of the principal amounts outstanding under the Company’s senior secured credit facilities as of October 2, 2007. The secured credit facility also contains nonfinancial covenants that restrict some of the Company’s activities, including its ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments, and engage in specified transactions with affiliates. As of June 29, 2008, the Company was in compliance with its financial and nonfinancial covenants.

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Scheduled Maturities of Long-Term Debt

At June 29, 2008, future scheduled principal payments on long-term debt were as follows (in thousands):

Year ending:
Remainder of the year ending December 28, 2008	$	10,330
January 3, 2010		13,773
January 2, 2011		13,773
January 1, 2012		158,386
December 30, 2012		51,648
	$	247,910

11. Commitments and Contingencies

Lease Commitments

The Company leases retail boutiques, distribution facilities, office space and certain office equipment under noncancelable operating leases with various expiration dates through January 2019. Additionally, the Company subleases certain real property to third parties. Portions of these payments are denominated in foreign currencies and were translated in the tables below based on their respective U.S. dollar exchange rates at June 29, 2008. These future payments are subject to foreign currency exchange rate risk. The future minimum annual payments and anticipated sublease income under such leases in effect at June 29, 2008 were as follows (in thousands):

	Minimum Rental Payments		Sublease Rental Income		Net Minimum Lease Payments
Year ending:
Remainder of the year ending December 28, 2008	$	4,698	$	15	$	4,683
January 3, 2010		12,794		30		12,764
January 2, 2011		12,757		30		12,727
January 1, 2012		12,589		30		12,559
December 30, 2012		12,814		1		12,813
Thereafter		58,985		—		58,985
	$	114,637	$	106	$	114,531

Many of the Company’s retail boutique leases require additional contingent rents when certain sales volumes are reached. Total rent expense was $4,982,000 and $9,403,000 for the three and six months ended June 29, 2008, respectively, and $4,209,000 and $6,760,000 for the three and six months ended July 1, 2007, respectively. Total rent expense included contingent rentals of $384,000 and $940,000 for the three and six months ended June 29, 2008, respectively, and $563,000 and $1,094,000 for the three and six months ended July 1, 2007, respectively. Several leases entered into by the Company include options that may extend the lease term beyond the initial commitment period, subject to terms agreed to at lease inceptions. As of June 29, 2008, under the terms of its corporate office lease, the Company had outstanding an irrevocable standby letter of credit of $100,000 to the lessor for the term of the lease.

Royalty Agreements

The Company is a party to a license agreement (the “License”) for use of certain patents associated with some of the skin care products sold by the Company. The License requires that the Company pay a quarterly royalty of 4% of the net sales of certain skin care products for an indefinite period of time. The License also requires minimum annual royalty payments of $600,000 from the Company. The Company can terminate the agreement at any time with six months written notice. The Company’s royalty expense under the License for the three and six months ended June 29, 2008 was $150,000 and $300,000, respectively, and $150,000 and $300,000 for the three and six months ended July 1, 2007.

The Company has obtained a worldwide exclusive right to license, develop, commercialize, and distribute certain licensed ingredients to be used in products to be sold by the Company. This agreement requires the Company to make payments upon achievement of certain product milestones. In addition, this agreement requires the Company to pay a royalty of 3.5% of the net sales upon successful launch of the first product, subject to certain minimum annual royalty amounts. The

12

Company launched commercial sales of the products containing the licensed ingredients during the year ended December 31, 2006. The minimum royalty amount is $500,000 for 2008 after which time the Company may renegotiate the minimum royalties or other compensation within 120 days after the second anniversary of the commercial launch. The Company’s expense under this agreement for the three and six months ended June 29, 2008 was $259,000 and $569,000, respectively, and $213,000 and $426,000 for the three and six months ended July 1, 2007, respectively.

Contingencies

The Company is involved in various legal and administrative proceedings and claims arising in the ordinary course of its business. The ultimate resolution of such claims would not, in the opinion of management, have a material effect on the Company’s financial position or results of operation.

12. Fair Value Measurements

The Company adopted Statement 157 on December 31, 2007 for financial assets and liabilities. The Company also adopted Statement 159 in which entities are permitted to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its eligible financial assets or liabilities under FAS 159.

SFAS No. 157 established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

• Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

• Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

As of June 29, 2008, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the Company’s interest rate swap agreement and certain investments associated with the Company’s Long-Term Employee-Related Benefits Plan. The fair value of the Company’s interest rate swap agreement is determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized the interest rate swap as Level 2. The fair value of the Company’s investments associated with its Long-Term Employee-Related Benefits Plan is based primarily on third-party reported net asset values, which is primarily based on quoted market prices of the underlying assets of the funds and have been categorized as Level 2.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 29, 2008 subject to the disclosure requirements of Statement 157 (in thousands):

			Fair Value Measurements Using
	Total		Level 1		Level 2		Level 3
Other assets:
Deferred compensation	$	1,605	$	—	$	1,605	$	—
Other liabilities:
Interest rate swap	$	2,859	$	—	$	2,859	$	—
Deferred compensation		1,413		—		1,413		—
Total liabilities	$	4,272	$	—	$	4,272	$	—

13. Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company adopted FIN 48 on January 1, 2007.

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As of June 29, 2008, the total amount of net unrecognized tax benefits was $4,728,000. This amount includes $1,690,000 of net unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company accrues interest related to unrecognized tax benefits in its provision for income taxes. As of June 29, 2008, the Company had approximately $491,000 of accrued interest, net of tax, related to uncertain tax positions.

The Company anticipates that it is reasonably possible that the gross amount of unrecognized tax benefits balance may change by a range of zero to $1,600,000 in the next twelve months as a result of the settlement of certain tax audits and expiration of applicable statutes of limitation in certain jurisdictions

The Company files income tax returns in the United States and in various states, local and foreign jurisdictions. The tax years subsequent to 2002 remain open to examination by the major taxing jurisdictions in the United States. The State of California is currently in the process of auditing the Company’s California state income tax returns for the years 2005 and 2006. We expect that the outcome of this audit will have no material impact to the amounts recorded in the financial statements.

14. Stock-Based Employee Compensation Plans

As of June 29, 2008, the Company had reserved 9,374,024 shares of common stock for future issuance.

2004 Equity Incentive Plan

On June 10, 2004, the board of directors adopted the 2004 Equity Incentive Plan (the “2004 Plan”). The 2004 Plan provides for the issuance of non-qualified stock options for common stock to employees, directors, consultants, and other associates. The options generally vest over a period of five years from the date of grant and have a maximum term of ten years.

In conjunction with the adoption of the 2006 Equity Incentive Plan in September 2006, no additional options are permitted to be granted under the 2004 Plan. In addition, any outstanding options cancelled under the 2004 Plan will become available to grant under the 2006 Equity Incentive Plan.

A summary of activity under the 2004 Plan is set forth below.

			Options Outstanding
	Options Available for Grant		Number of Shares		Weighted- Average Exercise Price
Balance at December 30, 2007	—		4,364,136		$	2.56
Exercised	—		(275,319	)		3.99
Canceled	79,192		(79,192	)		5.18
Rolled over to 2006 Plan	(79,192	)	—			—
Balance at June 29, 2008	—		4,009,625		$	2.41

At June 29, 2008, there were 655,416 total outstanding vested options under the 2004 Plan at a weighted-average exercise price of $2.06.

The total intrinsic value of options exercised under the 2004 Plan for the six months ended June 29, 2008 was $5,260,000.

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2006 Equity Incentive Plan

On September 12, 2006, the Company’s stockholders approved the 2006 Equity Incentive Award Plan (the “2006 Plan”) for executives, directors, employees and consultants of the Company. A total of 4,500,000 shares of the Company’s Common Stock have been reserved for issuance under the 2006 Plan. Awards are granted with an exercise price equal to the closing market price of the Company’s Common Stock at the date of grant. Those awards generally vest over a period of four or five years from the date of grant and have a maximum term of ten years.

A summary of activity under the 2006 Plan is set forth below:

			Options Outstanding
	Options Available for Grant		Number of Shares		Weighted- Average Exercise Price
Balance at December 30, 2007	4,934,757		350,800		$	29.53
Rolled over from 2004 Plan	79,192		—			—
Granted	(380,525	)	380,525			22.57
Exercised	—		(350	)		22.00
Canceled	37,150		(37,150	)		30.98
Balance at June 29, 2008	4,670,574		693,825		$	25.64

At June 29, 2008, there were 41,113 total outstanding vested options under the 2006 Plan at a weighted-average exercise price of $32.63.

The total intrinsic value of options exercised under the 2006 Plan for the six months ended June 29, 2008 was $1,900.

The total cash received from employees as a result of employee stock option exercises under all plans for the six months ended June 29, 2008 was $1,107,000. In connection with these exercises, the tax benefits realized by the Company for the six months ended June 29, 2008 were $2,474,000.

15. Segment and Geographic Information

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assessing performance. The Company’s Chief Executive Officer has been identified as the CODM as defined by Statement 131, Disclosures about Segments of an Enterprise and Related Information. The Company has determined that it operates in two business segments: Retail with sales to end users, and Wholesale with sales to resellers. These reportable segments are strategic business units that are managed separately based on the fundamental differences in their operations. The Retail segment consists of sales directly to end users through Company-owned boutiques and infomercials. The Wholesale segment consists of sales to resellers, home shopping television, specialty beauty retailers, spas and salons, and international distributors. The following table presents certain financial information for each segment. Operating income is the gross margin of the segment less direct expenses of the segment. Some direct expenses, such as media and advertising spend, do impact the performance of the other segment, but these expenses are recorded in the segment they directly relate to and are not allocated to each segment. The Corporate column includes unallocated selling, general and administrative expenses, depreciation and amortization and stock-based compensation expenses. Corporate selling, general and administrative expenses include headquarters facilities costs, distribution center costs, product development costs, corporate headcount costs and other corporate costs, including information technology, finance, accounting, legal and human resources costs. These items, while often times related to the operations of a segment, are not considered by segment operating management and the CODM in assessing segment performance.

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	Retail		Wholesale		Corporate			Total
Three Months ended June 29, 2008
Sales, net	$	51,967	$	86,551	$	—		$	138,518
Cost of goods sold		10,437		28,580		—			39,017
Gross profit		41,530		57,971		—			99,501
Operating expenses:
Selling, general and administrative		24,471		5,451		20,769			50,691
Depreciation and amortization		654		129		2,038			2,821
Stock-based compensation		—		—		968			968
Total expenses		25,125		5,580		23,775			54,480
Operating income (loss)		16,405		52,391		(23,775	)		45,021
Interest expense									(4,280	)
Other expense, net									(40	)
Income before provision for income taxes									40,701
Provision for income taxes									16,009
Net income								$	24,692
	Retail		Wholesale		Corporate			Total
Three Months ended July 1, 2007
Sales, net	$	50,979	$	73,165	$	—		$	124,144
Cost of goods sold		10,642		26,936		—			37,578
Gross profit		40,337		46,229		—			86,566
Operating expenses:
Selling, general and administrative		22,969		3,807		16,760			43,536
Depreciation and amortization		309		21		1,530			1,860
Stock-based compensation		—		—		1,779			1,779
Total expenses		23,278		3,828		20,069			47,175
Operating income (loss)		17,059		42,401		(20,069	)		39,391
Interest expense									(6,274	)
Other income, net									487
Income before provision for income taxes									33,604
Provision for income taxes									13,389
Net income								$	20,215

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	Retail		Wholesale		Corporate			Total
Six Months ended June 29, 2008
Sales, net	$	108,376	$	170,500	$	—		$	278,876
Cost of goods sold		21,690		55,984		—			77,674
Gross profit		86,686		114,516		—			201,202
Operating expenses:
Selling, general and administrative		48,724		9,332		43,099			101,155
Depreciation and amortization		1,207		226		4,009			5,442
Stock-based compensation		—		—		2,880			2,880
Total expenses		49,931		9,558		49,988			109,477
Operating income (loss)		36,755		104,958		(49,988	)		91,725
Interest expense									(8,924	)
Other income, net									667
Income before provision for income taxes									83,468
Provision for income taxes									32,993
Net income								$	50,475

	Retail		Wholesale		Corporate			Total
Six Months ended July 1, 2007
Sales, net	$	102,387	$	137,370	$	—		$	239,757
Cost of goods sold		21,554		49,474		—			71,028
Gross profit		80,833		87,896		—			168,729
Operating expenses:
Selling, general and administrative		45,033		6,838		30,850			82,721
Depreciation and amortization		674		36		2,090			2,800
Stock-based compensation		—		—		3,390			3,390
Total expenses		45,707		6,874		36,330			88,911
Operating income (loss)		35,126		81,022		(36,330	)		79,818
Interest expense									(13,085	)
Other income, net									828
Income before provision for income taxes									67,561
Provision for income taxes									26,941
Net income								$	40,620

The Company’s long-lived assets, excluding goodwill and intangibles, by segment were as follows (in thousands):

	June 29, 2008		December 30, 2007
Retail	$	27,564	$	17,327
Wholesale		1,441		925
Corporate		26,940		26,201
	$	55,945	$	44,453

Long-lived assets allocated to the retail segment consist of fixed assets and deposits for retail stores. Long-lived assets allocated to the wholesale segment consist of fixed assets located at a wholesale customer. Long-lived assets in the corporate segment consist of fixed assets, tooling costs and deposits related to the Company’s corporate offices and distribution centers.

The Company’s long-lived assets, excluding goodwill and intangibles, by geographic area were as follows (in thousands):

	June 29, 2008		December 30, 2007
United States	$	54,737	$	42,191
International		1,208		2,262
	$	55,945	$	44,453

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No individual geographical area outside of the United States accounted for more than 10% of net sales in any of the periods presented. The Company’s sales by geographic area were as follows (in thousands):

	Three months ended				Six months ended
	June 29, 2008		July 1, 2007		June 29, 2008		July 1, 2007
United States	$	122,528	$	114,335	$	248,818	$	221,600
International		15,990		9,809		30,058		18,157
Sales, net	$	138,518	$	124,144	$	278,876	$	239,757

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Such forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs and assumptions made by management. Forward-looking statements are not guarantees of future performance and our actual results may differ materially from the results discussed below and in the forward-looking statements. Factors that might cause such differences include, but are not limited to those discussed in Part II, Item 1A, “Risk Factors” below and Item 1A of our Annual Report on Form 10-K for the year ended December 30, 2007 filed with the SEC on February 28, 2008. The following discussion should be read in conjunction with the Company’s consolidated financial statements and related notes hereto included elsewhere in this Quarterly Report on Form 10-Q. Except as required by law, we expressly disclaim any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

Executive Overview

Founded in 1976, Bare Escentuals is one of the fastest growing prestige beauty companies in the U.S. and a leader by sales and consumer awareness in mineral-based cosmetics. We develop, market and sell branded cosmetics and skin care products under our bareMinerals, bareVitamins, RareMinerals, i.d., and namesake Bare Escentuals brands, and professional skin care products under our md formulations brand.

We utilize a distinctive marketing strategy and a multi-channel distribution model consisting of infomercials; home shopping television on QVC; premium wholesale, including Sephora, Ulta and department stores; company-owned boutiques; spas and salons and online shopping. We believe that this strategy provides not only convenience to our consumers but also allows us to reach the broadest possible spectrum of consumers.

Our business is comprised of two strategic business units constituting reportable segments that we manage separately based on fundamental differences in their operations:

• Our retail segment, which is characterized by sales directly to end users, consists of our infomercials, which include sales through our websites www.bareminerals.com, and company-owned boutiques, which include sales through our websites www.bareescentuals.com and www.mdformulations.com. We believe that our infomercial business helps us to build brand awareness, communicate the benefits of our core products and establish a base of recurring revenue because a substantial percentage of new infomercial consumers participate in our continuity program. Our company-owned boutiques enhance our ability to build strong consumer relationships and promote additional product use through personal demonstrations and product consultations.

• Our wholesale segment, which is characterized by sales to resellers, includes premium wholesale; home shopping television; spas and salons; and international distributors. Our sales through home shopping television help us to build brand awareness, educate consumers through live product demonstrations and develop close connections with our consumers. We also sell to retailers that we believe feature our products in settings that support and reinforce our brand image and provide a premium in-store experience. Similarly, our spa and salon customers provide an informative and treatment-focused environment in which aestheticians and spa professionals can communicate the benefits of our products. Finally, we sell our products in a number of major international markets including the UK, Japan, France and Germany as well as into other countries through a network of third-party distributors.

We manage our business segments to maximize sales growth and market share. We believe that our multi-channel distribution strategy maximizes convenience for our consumers, reinforces brand awareness, increases consumer retention rates, and drives corporate cash flow and profitability. Further, we believe that the broad diversification within our segments provides us with expanded opportunities for growth and reduces our dependence on any single distribution channel. Within individual distribution channels, particularly those in our wholesale segment, financial results are often affected by the timing of shipments as well as the impact of key promotional events.

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Basis of Presentation

We recognize revenue in accordance with the requirements of Staff Accounting Bulletin No. 104 Revenue Recognition, and other applicable revenue recognition guidance and interpretations. The Company records revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectibility is reasonably assured. Revenue is recognized when merchandise is shipped from a warehouse to wholesale customers, infomercial customers and online shopping customers or when purchased by consumers at company-owned boutiques, each net of estimated returns (except in the case of our consignment sales). For our consignment sales, we recognize sales, net of estimated returns, upon shipment from our consignment partners to their customers. We recognize postage and handling charges we bill to customers as revenue upon shipment of the related merchandise.

Our cost of goods sold consists of the costs associated with the sourcing of our products, including the cost of the product and associated manufacturing costs, inbound freight charges, royalties and internal transfer costs. Additionally, cost of goods sold includes postage and handling costs incurred upon shipment of merchandise. Our gross profit is dependent upon a variety of factors, including changes in the relative sales mix across our business segments, changes in the mix of products sold and fluctuations in material costs. Our gross margins differ significantly between product lines and our business segments, with sales in our retail segment generally yielding higher gross margins than our wholesale segment. These factors may cause gross profit and margins to fluctuate from quarter to quarter. We anticipate that our cost of goods sold will increase in absolute dollars as we increase our total sales but will remain generally consistent with historical periods on an annual basis as a percentage of net sales depending on the mix of sales among our distribution channels.

Selling, general and administrative expenses include infomercial production and media costs, advertising costs, rent and other boutique operating costs and corporate costs such as management salaries, information technology, professional fees, finance and accounting personnel, human resources personnel and other administrative functions. Selling, general, and administrative expenses also include all of our distribution center and fulfillment costs, including all warehousing costs associated with the third-party fulfillment provider and receiving and inspection costs that we do not include in cost of goods sold, which are comprised primarily of headcount-related costs at our own distribution centers and at our third-party fulfillment provider. Receiving and inspection costs and warehousing costs are excluded from our gross margins and, therefore, our gross margins may not be comparable to those of other companies that choose to include certain of these costs in cost of goods sold. We are unable to provide an estimate of these costs, but we believe these costs are not material. Fluctuations in selling, general and administrative expenses result primarily from changes in media and advertising expenditures, changes in fulfillment costs which increase proportionately with net sales, particularly infomercial sales, changes in boutique operating costs, which are affected by the number of stores opened in a period, and changes in corporate costs such as for headcount and infrastructure to support our operations. We anticipate that our selling, general and administrative expenses will increase in absolute dollars as we expect to continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, such as increased legal and accounting costs, investor relations costs and higher insurance premiums.

Depreciation and amortization includes charges for the depreciation of property and equipment and the amortization of intangible assets. We anticipate that our depreciation and amortization expense will increase in absolute dollars as we continue to open new boutiques, invest in information systems and amortize intangible assets in connection with our acquisition. We record our depreciation and amortization as a separate line item in our statement of operations because all of this expense relates to selling, general and administrative costs.

Stock-based compensation includes charges incurred in recognition of compensation expense associated with grants of stock options, restricted stock and stock purchases. We record our stock-based compensation on a separate operating expense line item in our statement of operations due to the fact that, to date, all of our stock-based awards have been made to employees whose salaries are classified as selling, general and administrative costs. We anticipate that our stock-based compensation expense will increase in absolute dollars as we continue to grant additional options and restricted stock in the future.

Interest expense includes interest costs associated with our credit facilities and the amortization of deferred financing costs associated with these credit facilities. We anticipate that our interest expense in the future will decrease in absolute terms and as a percentage of net sales as we continue to make scheduled repayments of our outstanding indebtedness.

Provision for income taxes depends on the statutory tax rates in the countries where we sell our products. Historically, we have only been subject to taxation in the United States, but as we have expanded our international operations we have become subject to foreign taxation at varying statutory rates. Therefore, our effective tax rate could fluctuate accordingly. For fiscal 2008, we anticipate that our effective tax rate will be approximately 40% of our income before provision for income taxes.

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Results of Operations

The following is a discussion of our results of operations and percentage of net sales for the three months ended June 29, 2008 compared to the three months ended July 1, 2007 and for the six months ended June 29, 2008 compared to the six months ended July 1, 2007.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended										Six months ended
	June 29, 2008					July 1, 2007					June 29, 2008					July 1, 2007
	(in thousands, except percentages)
Sales, net	$	138,518		100	%	$	124,144		100	%	$	278,876		100.0	%	$	239,757		100.0	%
Cost of goods sold		39,017		28.2			37,578		30.3			77,674		27.9			71,028		29.6
Gross profit		99,501		71.8			86,566		69.7			201,202		72.1			168,729		70.4
Expenses:
Selling, general and administrative		50,691		36.6			43,536		35.1			101,155		36.3			82,721		34.5
Depreciation and amortization		2,821		2.0			1,860		1.5			5,442		1.9			2,800		1.2
Stock-based compensation		968		0.7			1,779		1.4			2,880		1.0			3,390		1.4
Operating income		45,021		32.5			39,391		31.7			91,725		32.9			79,818		33.3
Interest expense		(4,280	)	(3.1	)		(6,274	)	(5.0	)		(8,924	)	(3.2	)		(13,085	)	(5.5	)
Other income (expense), net		(40	)	0.0			487		0.4			667		0.2			828		0.3
Income before provision for income taxes		40,701		29.4			33,604		27.1			83,468		29.9			67,561		28.1
Provision for income taxes		16,009		11.6			13,389		10.8			32,993		11.8			26,941		11.2
Net income	$	24,692		17.8	%	$	20,215		16.3	%	$	50,475		18.1	%	$	40,620		16.9	%

Net sales by business segment and distribution channel and percentage of net sales for the three and six months ended June 29, 2008 and the three and six months ended July 1, 2007 are as follows:

	Three Months Ended								Six Months Ended
	June 29, 2008				July 1, 2007				June 29, 2008				July 1, 2007
	(in thousands, except percentages)
Retail
Infomercial	$	24,688	17.8	%	$	31,583	25.4	%	$	55,367	19.9	%	$	65,857	27.5	%
Boutiques		27,279	19.7			19,396	15.6			53,009	19.0			36,530	15.2
Total retail		51,967	37.5			50,979	41.0			108,376	38.9			102,387	42.7
Wholesale
Premium wholesale		40,080	28.9			37,599	30.3			85,054	30.5			73,179	30.5
Home shopping television		24,052	17.4			16,270	13.1			41,929	15.0			29,964	12.5
Spas and salons		16,575	12.0			14,099	11.4			33,222	11.9			24,058	10.0
International		5,844	4.2			5,197	4.2			10,295	3.7			10,169	4.3
Total wholesale		86,551	62.5			73,165	59.0			170,500	61.1			137,370	57.3
Sales, net	$	138,518	100.0	%	$	124,144	100.0	%	$	278,876	100.0	%	$	239,757	100.0	%

Gross profit and gross margin by business segment for the three and six months ended June 29, 2008 and the three and six months ended July 1, 2007 are as follows:

	Three Months Ended								Six Months Ended
	June 29, 2008				July 1, 2007				June 29, 2008				July 1, 2007
	(in thousands, except percentages)
Retail	$	41,530	79.9	%	$	40,337	79.1	%	$	86,686	80.0	%	$	80,833	78.9	%
Wholesale		57,971	67.0			46,229	63.2			114,516	67.2			87,896	64.0
Gross profit/gross margin	$	99,501	71.8	%	$	86,566	69.7	%	$	201,202	72.1	%	$	168,729	70.4	%

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Three months ended June 29, 2008 compared to three months ended July 1, 2007

Sales, net

Net sales for the three months ended June 29, 2008 increased to $138.5 million from $124.1 million in the three months ended July 1, 2007, an increase of $14.4 million, or 11.6%. This increase was primarily attributable to continued growth in sales of our bareMinerals line of cosmetics, as we continued to broaden our distribution across our sales channels both domestically and abroad. The increase in our net sales was realized within both our retail and wholesale segments.

Retail. Net retail sales increased 1.9% to $52.0 million in the three months ended June 29, 2008 from $51.0 million in the three months ended July 1, 2007. Net sales from boutiques increased 40.6% to $27.3 million in the three months ended June 29, 2008 from $19.4 million in the three months ended July 1, 2007, due primarily to a net increase of 31 boutiques open as of June 29, 2008 compared to July 1, 2007. As of June 29, 2008 and July 1, 2007, we had 70 and 39 open company-owned boutiques, respectively. Offset against this was a decrease of 21.8% in net sales from infomercials to $24.7 million in the three months ended June 29, 2008 from $31.6 million in the three months ended July 1, 2007, due primarily to a decline in the performance of our infomercial.

Wholesale. Net wholesale sales increased 18.3% to $86.6 million in the three months ended June 29, 2008 from $73.2 million in the three months ended July 1, 2007. Net sales in our premium wholesale channel increased 6.6% to $40.1 million in the three months ended June 29, 2008 from $37.6 million in the three months ended July 1, 2007, resulting primarily from continued expansion into additional retail locations at Ulta, Sephora and selected department stores. Net sales to our home shopping television customer grew by 47.8% to $24.1 million in the three months ended June 29, 2008 from $16.3 million in the three months ended July 1, 2007, driven by growth in our domestic QVC business as well as the inclusion of home shopping television sales in certain international markets. Net sales to spas and salons increased 17.6% to $16.6 million in the three months ended June 29, 2008 from $14.1 million in the three months ended July 1, 2007, largely due to the growth in cosmetics sales to our domestic spa accounts. Net sales to our international distributors increased by 12.4% to $5.8 million in the three months ended June 29, 2008 from $5.2 million in the three months ended July 1, 2007.

Gross profit

Gross profit increased $12.9 million, or 14.9%, to $99.5 million in the three months ended June 29, 2008 from $86.6 million in the three months ended July 1, 2007. Our retail segment gross profit increased 3.0% to $41.5 million in the three months ended June 29, 2008 from $40.3 million in the three months ended July 1, 2007, driven by growth in our boutiques sales channel, offset by a decrease in infomercial net sales. Our wholesale segment gross profit increased 25.4% to $58.0 million in the three months ended June 29, 2008 from $46.2 million in the three months ended July 1, 2007, due to increases in sales across wholesale distribution channels.

Gross margin increased approximately 210 basis points to 71.8% in the three months ended June 29, 2008 from 69.7% in the three months ended July 1, 2007 primarily due to increasing margins in both segments. Within the retail segment, gross margin increased to 79.9% in the three months ended June 29, 2008 from 79.1% in the three months ended July 1, 2007, primarily due to a greater percentage of total retail segment sales derived from our boutiques sales channel which generally carries a higher margin sales mix relative to infomercial sales. Within the wholesale segment, gross margin increased to 67.0% in the three months ended June 29, 2008 from 63.2% in the three months ended July 1, 2007, primarily as a result of a change in product mix towards higher-margin non-kit products.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $7.2 million, or 16.4%, to $50.7 million in the three months ended June 29, 2008 from $43.5 million in the three months ended July 1, 2007. The increase was primarily due to a significant increase in investment in our corporate infrastructure of $4.0 million, including increased headcount costs, headquarters facilities costs, distribution center costs, other general corporate costs, as well as increased expenses to support sales growth, including $3.8 million in increased boutique operating costs, resulting from the addition of 31 boutiques since the end of the second quarter of fiscal 2007. As a percentage of net sales, selling, general and administrative expenses increased 1.5% to 36.6% from 35.1%, primarily due to the additional boutique operating costs.

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Depreciation and amortization

Depreciation and amortization expenses increased $1.0 million, or 51.7%, to $2.8 million in the three months ended June 29, 2008 from $1.9 million in the three months ended July 1, 2007. This increase was primarily attributable to higher depreciation expense as a result of an increase in depreciable assets as we continue to increase the number of company-owned boutiques and invest in our corporate infrastructure.

Stock-based compensation

Stock-based compensation expense decreased $0.8 million, or 45.6%, to $1.0 million in the three months ended June 29, 2008 from $1.8 million in the three months ended July 1, 2007. This decrease resulted primarily from the effect of actual forfeitures.

Operating income

Operating income increased $5.6 million, or 14.3%, to $45.0 million in the three months ended June 29, 2008 from $39.4 million in the three months ended July 1, 2007. This increase was primarily due to an increase in operating income in our wholesale segment, reflecting continued sales growth across wholesale sales channels, partially offset by increased selling, general and administrative costs included in the corporate segment as previously mentioned, and to a lesser extent the effect of boutique operating costs in our retail segment.

Our retail segment operating income decreased $0.7 million, or 3.8%, to $16.4 million in the three months ended June 29, 2008 from $17.1 million in the three months ended July 1, 2007, which was largely driven by lower sales in our infomercial sales channel. Overall increased sales in the retail segment contributed to an increase in gross profit of $1.2 million which was offset by an increase in operating expenses of $1.8 million. The increase in operating expenses was primarily due to increased store operating costs of $3.8 million resulting from the opening of 31 boutiques since the end of the second quarter of fiscal 2007.

Our wholesale segment operating income increased $10.0 million, or 23.6%, to $52.4 million in the three months ended June 29, 2008 from $42.4 million in the three months ended July 1, 2007 due to increased sales across wholesale sales channels. Our increased sales in the wholesale segment contributed to an increase in gross profit of $11.7 million which was partially offset by an increase in operating expenses of $1.8 million.

Our corporate segment operating loss increased $3.7 million, or 18.5%, to $23.8 million in the three months ended June 29, 2008 from $20.1 million in the three months ended July 1, 2007. This increase was primarily due to an increase in corporate segment selling, general and administrative expense of $4.0 million, an increase in depreciation and amortization of $0.5 million offset by a decrease in stock-based compensation of $0.8 million. The increase in corporate selling, general and administrative expense was as a result of the increase in the investment in our corporate infrastructure to support sales growth as previously mentioned.

Interest expense

Interest expense decreased $2.0 million, or 31.8%, to $4.3 million in the three months ended June 29, 2008 from $6.3 million in the three months ended July 1, 2007. The decrease was attributable to lower debt balances during the three months ended June 29, 2008 associated with repayment of outstanding indebtedness.

Other income (expense), net

Other income (expense), net decreased $0.5 million to a net expense of $0.04 million in the three months ended June 29, 2008 from net other income of $0.5 million in the three months ended July 1, 2007. The decrease was primary attributable to foreign currency losses resulting from fluctuations in the value of the U.S. dollar as compared to certain foreign currencies as well as lower interest income on our cash and cash equivalent balances resulting from lower interest rates versus the prior year.

Provision for income taxes

The provision for income taxes was $16.0 million, or 39.3% of income before provision for income taxes, in the three months ended June 29, 2008 compared to $13.4 million, or 39.8% of income before provision for income taxes, in the three months ended July 1, 2007. The increase of income tax provision is principally resulted from higher pretax income in the three months ended June 29, 2008 compared to the three months ended July 1, 2007. The decrease in the effective rate is mainly due to an increase in foreign income before tax, which generally is subject to lower income tax rates than income taxable in the United States.

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Six months ended June 29, 2008 compared to six months ended July 1, 2007

Sales, net

Net sales for the six months ended June 29, 2008 increased to $278.9 million from $239.8 million in the six months ended July 1, 2007, an increase of $39.1 million, or 16.3%. This increase was primarily attributable to continued growth in sales of our bareMinerals line of cosmetics, as we continued to broaden our distribution across our sales channels both domestically and abroad. The increase in our net sales was realized within both our retail and wholesale segments.

Retail. Net retail sales increased $6.0 million, or 5.8%, to $108.4 million in the six months ended June 29, 2008 from $102.4 million in the six months ended July 1, 2007. Net sales from boutiques increased 45.1% to $53.0 million in the six months ended June 29, 2008 from $36.5 million in the six months ended July 1, 2007, due primarily to a net increase of 31 boutiques open as of June 29, 2008 compared to July 1, 2007. As of June 29, 2008 and July 1, 2007, we had 70 and 39 open company-owned boutiques, respectively. Offset against this was a decrease of 15.9% in net sales from infomercials to $55.4 million in the six months ended June 29, 2008 from $65.9 million in the six months ended July 1, 2007, due primarily to a decline in the performance of our infomercial.

Wholesale. Net wholesale sales increased $33.1 million, or 24.1%, to $170.5 million in the six months ended June 29, 2008 from $137.4 million in the six months ended July 1, 2007. Net sales in our premium wholesale channel increased 16.2% to $85.1 million in the six months ended June 29, 2008 from $73.2 million in the six months ended July 1, 2007, resulting primarily from continued expansion into additional retail locations at Ulta, Sephora and selected department stores. Net sales to our home shopping television customer grew by 39.9% to $41.9 million in the six months ended June 29, 2008 from $30.0 million in the six months ended July 1, 2007, driven by growth in our domestic QVC business as well as the inclusion of home shopping television sales in certain international markets. Net sales to spas and salons increased 38.1% to $33.2 million in the six months ended June 29, 2008 from $24.1 million in the six months ended July 1, 2007, largely due to the growth in cosmetics sales to our domestic spa accounts as well as the inclusion of spas and salons in the UK. Net sales to our international distributors increased by 1.2% to $10.3 million in the six months ended June 29, 2008 from $10.2 million in the six months ended July 1, 2007.

Gross profit

Gross profit increased $32.5 million, or 19.2%, to $201.2 million in the six months ended June 29, 2008 from $168.7 million in the six months ended July 1, 2007. Our retail segment gross profit increased 7.2% to $86.7 million in the six months ended June 29, 2008 from $80.8 million in the six months ended July 1, 2007, driven by growth in our boutiques sales channel, offset by a decrease in infomercial net sales. Our wholesale segment gross profit increased 30.3% to $114.5 million in the six months ended June 29, 2008 from $87.9 million in the six months ended July 1, 2007, due to increases in sales across wholesale distribution channels.

Gross margin increased 170 basis points to 72.1% in the six months ended June 29, 2008 from 70.4% in the six months ended July 1, 2007 primarily due to increasing margins in both segments. Within the retail segment, gross margin increased to 80.0% in the six months ended June 29, 2008 from 78.9% in the six months ended July 1, 2007, primarily due to a greater percentage of total retail segment sales derived from our boutiques channel which generally carries a higher margin sales mix relative to infomercial sales. Within the wholesale segment, gross margin increased to 67.2% in the six months ended June 29, 2008 from 64.0% in the six months ended July 1, 2007, primarily as a result of a change in product mix towards higher margin non-kit products and sales mix between channels and customers.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $18.4 million, or 22.3%, to $101.2 million in the six months ended June 29, 2008 from $82.7 million in the six months ended July 1, 2007. The increase was primarily due to a significant increase in investment in our corporate infrastructure of $12.2 million, including increased headcount costs, headquarters facilities costs, distribution center costs, corporate costs and infrastructure costs relating to our UK acquisition, as well as increased expenses to support sales growth, including $6.7 million in increased boutique operating costs, primarily as a result of the addition of 31 boutiques since the end of the second quarter of fiscal year 2007. As a percentage of net sales, selling, general and administrative expenses increased 1.8% to 36.3% from 34.5%, primarily due to the additional boutique operating costs.

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Depreciation and amortization

Depreciation and amortization expenses increased $2.6 million, or 94.4%, to $5.4 million in the six months ended June 29, 2008 from $2.8 million in the six months ended July 1, 2007. This increase was primarily attributable to higher depreciation expense as a result of an increase in depreciable assets as we continue to increase the number of company-owned boutiques and invest in our corporate infrastructure as well as an additional $0.7 million of amortization of intangible assets from our UK acquisition in the second quarter of 2007.

Stock-based compensation

Stock-based compensation expense decreased $0.5 million, or 15.0%, to $2.9 million in the six months ended June 29, 2008 from $3.4 million in the six months ended July 1, 2007. This decrease resulted primarily from the effect of actual forfeitures.

Operating income

Operating income increased $11.9 million, or 14.9%, to $91.7 million in the six months ended June 29, 2008 from $79.8 million in the six months ended July 1, 2007. This increase was primarily due to increases in operating income in both our retail and wholesale segments, reflecting continued sales growth in both segments, partially offset by increased selling, general and administrative costs included in the corporate segment as previously mentioned, and to a lesser extent the effect of boutique operating costs in our retail segment.

Our retail segment operating income increased $1.6 million, or 4.6%, to $36.8 million in the six months ended June 29, 2008 from $35.1 million in the six months ended July 1, 2007, which was primarily driven by sales growth in our boutiques sales channel. Increased sales in the retail segment contributed to an increase in gross profit of $5.9 million which was offset by an increase in operating expenses of $4.2 million. The increase in operating expenses was primarily due to increased boutique operating costs of $6.7 million resulting from the opening of 31 boutiques since the end of the second quarter of fiscal 2007.

Our wholesale segment operating income increased $23.9 million, or 29.5%, to $105.0 million in the six months ended June 29, 2008 from $81.0 million in the six months ended July 1, 2007 due to increased sales across all wholesale sales channels. Our increased sales in the wholesale segment contributed to an increase in gross profit of $26.6 million which was partially offset by an increase in operating expenses of $2.7 million.

Our corporate segment operating loss increased $13.7 million, or 37.6%, to $50.0 million in the six months ended June 29, 2008 from $36.3 million in the six months ended July 1, 2007. This increase was largely due to an increase in corporate segment selling, general and administrative expense of $12.2 million, an increase in depreciation and amortization of $1.9 million offset by a decrease in stock-based compensation of $0.5 million. The increase in corporate selling, general and administrative expense was as a result of the increase in the investment in our corporate infrastructure to support sales growth.

Interest expense

Interest expense decreased $4.2 million, or 31.8%, to $8.9 million in the six months ended June 29, 2008 from $13.1 million in the six months ended July 1, 2007. The decrease was attributable to lower debt balances during the six months ended June 29, 2008, as a result of repayment of outstanding indebtedness.

Other income, net

Other income, net decreased $0.2 million, or 19.4%, to $0.7 million in the six months ended June 29, 2008 from $0.8 million in the six months ended July 1, 2007. The decrease was primary attributable to lower interest income on our cash and cash equivalent balances resulting from lower interest rates versus the prior year.

Provision for income taxes

The provision for income taxes was $33.0 million, or 39.5% of income before provision for income taxes, in the six months ended June 29, 2008 compared to $26.9 million, or 39.9% of income before provision for income taxes, in the six

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months ended July 1, 2007. The increase of income tax provision is principally resulted from higher pretax income in the six months ended June 29, 2008 compared to the six months ended July 1, 2007. The decrease in the effective rate is mainly due to an increase in foreign income before tax, which generally is subject to lower income tax rates than income taxable in the United States.

Seasonality

Because our products are largely purchased for individual use and are consumable in nature, we are not generally subject to significant seasonal variances in sales. However, fluctuations in sales and operating income in any fiscal quarter may be affected by the timing of wholesale shipments, home shopping television appearances and other promotional events. While we believe our overall business is not currently subject to significant seasonal fluctuations, we have experienced limited seasonality in our premium wholesale and company-owned boutique channels as a result of increased demand for our products in anticipation of, and during, the holiday season. To the extent our sales to specialty beauty retailers and through our boutiques increase as a percentage of our net sales, we may experience increased seasonality.

Liquidity and Capital Resources

Our primary liquidity and capital resource needs are to service our debt, finance working capital needs and fund ongoing capital expenditures. Through June 29, 2008, we have financed our operations through cash flows from operations, sales of common and preferred shares, borrowings under our credit facilities and issuances of senior subordinated notes.

Our operations provided us cash of $27.9 million in the six months ended June 29, 2008. At June 29, 2008, we had working capital of $113.3 million, including cash and cash equivalents of $31.1 million, compared to working capital of $84.2 million, including $32.1 million in cash and cash equivalents, as of December 30, 2007. The $1.0 million decrease in cash and cash equivalents resulted from cash used in investment activities of $15.4 million and cash used in financing activities of $13.4 million, partially offset by cash provided by operations of $27.9 million, as a result of net income for the six months ended June 29, 2008 of $50.5 million. The $29.1 million increase in working capital was primarily driven by increases in inventories, prepaid income taxes and a decrease in accrued liabilities and income taxes payable partially offset by an increase in accounts payable.

Net cash used in investing activities was $15.4 million in the six months ended June 29, 2008, which consisted of the use of $16.7 million primarily attributable to the opening of 19 company-owned boutiques and our continued investment in our corporate infrastructure, partially offset by proceeds of $1.3 million from the sale of property and equipment. Our future capital expenditures will depend on the timing and rate of expansion of our business, information technology investments, new boutique openings, boutique renovations and international expansion opportunities.

Net cash used in financing activities was $13.4 million in the six months ended June 29, 2008, which consisted of repayments of $17.0 million on our first-lien term loan, partially offset by an excess tax benefit of $2.5 million relating to stock option exercises.

Our revolving credit facility of $25.0 million, of which approximately $0.1 million was utilized for outstanding letters of credit as of June 29, 2008, and our first-lien term loan of $247.9 million, bear interest at a rate equal to, at our option, either LIBOR or the lender’s base rate, plus an applicable variable margin based on our consolidated total leverage ratio. The current applicable interest margin for the revolving credit facility and first-lien term loan is 2.25% for LIBOR loans and 1.25% for base rate loans based on our current Moody’s rating. As of June 29, 2008, interest on the first-lien term loan was accruing at 4.73% (without giving effect to the interest rate swap transaction discussed below).

Borrowings under our revolving credit facility and the first-lien term loan are secured by substantially all of our assets, including, but not limited to, all accounts receivable, inventory, property and equipment, and intangibles. The terms of the senior secured credit facilities require us to comply with financial covenants, including maintaining a leverage ratio, entering into interest rate swap or similar agreements with respect to 40% of the principal amounts outstanding under our senior secured credit facilities as of October 2, 2007.

In August 2007, we entered into a two-year interest rate swap transaction under our senior secured credit facilities. The interest rate swap has an initial notional amount of $200 million declining to $100 million after one year under which, on a net settlement basis, we will make monthly fixed rate payments at the rate of 5.03% and the counterparty makes monthly floating rate payments based upon one-month U.S. dollar LIBOR. As a result of the interest rate swap transaction, we have fixed

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the interest rate for a two-year period subject to market based interest rate risk on $200 million of borrowings for the first year and $100 million for the second year under our First Lien Credit Agreement. Our obligations under the interest rate swap transaction as to the scheduled payments are guaranteed and secured on the same basis as our obligations under the First Lien Credit Agreement. The fair value of the interest rate swap as of June 29, 2008 was $2.9 million, which was recorded in other liabilities in the condensed consolidated balance sheet, with the related $2.9 million unrealized loss recorded and included in equity as a component of accumulated other comprehensive loss, net of tax.

The terms of our senior secured credit facilities require us to comply with financial covenants, including a maximum leverage ratio covenant. We are required to maintain a maximum leverage ratio (consolidated total debt to Adjusted EBITDA) of not greater than 4.5 to 1.0. As of June 29, 2008, our leverage ratio was 1.10 to 1.0. If we fail to comply with any of the financial covenants, the lenders may declare an event of default under the secured credit facility. An event of default resulting from a breach of a financial covenant may result, at the option of lenders holding a majority of the loans, in an acceleration of repayment of the principal and interest outstanding and a termination of the revolving credit facility. The secured credit facility also contains non-financial covenants that restrict some of our activities, including our ability to dispose of assets, incur additional debt, pay dividends, create liens, make investments and engage in specified transactions with affiliates. The secured credit facility also contains customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest or fees when due, subject to specified grace periods, breach of specified covenants, change in control and material inaccuracy of representations and warranties. We have been in compliance with all financial ratio and other covenants under our credit facilities during all reported periods and we were in compliance with these covenants as June 29, 2008.

Subject to specified exceptions, including for investment of proceeds in the case of asset sale proceeds and for permitted equity contributions for capital expenditures, we are required to prepay outstanding loans under our amended senior secured credit facilities with the net proceeds of certain asset dispositions, condemnation settlements and insurance settlements from casualty losses, issuances of certain debt and, if our consolidated leverage ratio is 2.25 to 1.0 or greater, a portion of excess cash flow.

Liquidity sources, requirements and contractual cash requirement and commitments

We believe that cash flow from operations, cash on hand and amounts available under our revolving credit facility will provide adequate funds for our foreseeable working capital needs and planned capital expenditures. As part of our business strategy, we intend to invest in making improvements to our systems. We opened 18 boutiques in 2007 and we plan to open approximately 40 new boutiques in 2008 (19 of which were opened as of June 29, 2008), which will require additional capital expenditures. Additionally, we also plan to continue to invest in our corporate infrastructure. We also will look to acquire or invest in businesses or products complementary to our own. We anticipate that our capital expenditures in the year ending December 28, 2008 will be approximately $30.0 million. There can be no assurance that any such capital will be available on acceptable terms or at all. Our ability to fund our working capital needs, planned capital expenditures and scheduled debt payments, as well as to comply with all of the financial covenants under our debt agreements, depends on our future operating performance and cash flow, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

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Contractual commitments

We lease retail stores, warehouses, corporate offices and certain office equipment under noncancelable operating leases with various expiration dates through January 2019. Portions of these payments are denominated in foreign currencies and were translated in the tables below based on their respective U.S. dollar exchange rates at June 29, 2008. These future payments are subject to foreign currency exchange rate risk. As of June 29, 2008, the scheduled maturities of our long-term contractual obligations were as follows:

	Remainder of the year ending December 28, 2008		1 - 3 Years		4 - 5 Years		After 5 Years		Total
	(amounts in millions)
Operating leases, net of sublease income	$	4.7	$	38.0	$	25.9	$	45.9	$	114.5
Principal payments on long-term debt, including the current portion		10.3		186.0		51.6		—		247.9
Interest payments on long-term debt, including the current portion(1)		7.2		30.1		0.3		—		37.6
Minimum royalties under licensing arrangements		1.3		—		—		—		1.3
Total	$	23.5	$	254.1	$	77.8	$	45.9	$	401.3

(1) For purposes of the table, interest expense is calculated after giving effect to our interest rate swap as follows: (i) during the first year of the two-year term of the swap agreement, interest expense on $200 million of our first-lien term loan is calculated based on the fixed rate of the swap of 5.03% plus a margin of 2.25% and interest expense on the remaining amount of the loan is estimated based on the rate in effect as of June 29, 2008, and (ii) during the second year of the two-year term of the swap agreement, interest expense on $100 million of our first-lien term loan is calculated based on the fixed rate of the swap of 5.03% plus a margin of 2.25% and interest expense on the remaining amount of the loan is estimated based on the rate in effect as of June 29, 2008 and (iii) after the two-year term of the swap agreement, interest expense on the loan is estimated for all periods based on the rate in effect as of June 29, 2008. A 1% change in interest rates on our variable rate debt, including the effect of the interest rate swap, would result in a change of $6.2 million in our total interest payments, of which $0.6 million would be in the remainder of the year ended December 28, 2008, $5.5 million would be in years 1-3 and $0.1 million would be in years 4-5.

We adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007. As of June 29, 2008, we had approximately $4.7 million of total unrecognized tax benefits. Due to the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $1.6 million. As of June 29, 2008, the total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $1.7 million.

Off-balance-sheet arrangements

We do not have any off-balance-sheet financing or unconsolidated special purpose entities.

Effects of inflation

Our monetary assets, consisting primarily of cash and receivables, are not significantly affected by inflation because they are short-term in nature. Our non-monetary assets, consisting primarily of inventory, intangible assets, goodwill and prepaid expenses and other assets, are not currently affected significantly by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our cost of goods sold and expenses, such as those for employee compensation, which may not be readily recoverable in the price of the products offered by us. In addition, an inflationary environment could materially increase the interest rates on our debt and reduce consumers’ discretionary spending.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Actual results may vary from estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Our critical accounting policies and estimates are discussed in our recently filed Annual Report on Form 10-K for the fiscal year ended December 30, 2007, which was filed with the SEC on February 28, 2008. We believe that there have been no other significant changes during the six months ended June 29, 2008 to the items that we disclosed in our critical accounting policies and estimates with the exception of the adoption of Statement 157, Statement 159 and SAB 110 as noted below.

Fair Value Measurements

On December 31, 2007, we adopted SFAS No. 157, Fair Value Measurements (Note 12). Statement 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. Statement 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information.

New Accounting Standards

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. Statement 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Statement 157 also applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. For financial assets and liabilities, the provisions of Statement 157 are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which amends Statement 157 by delaying the effective date of Statement 157 to fiscal years ending after November 15, 2008 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. We adopted Statement 157 on December 31, 2007 for financial assets and financial liabilities. It did not have any impact on our results of operations or financial position. We will adopt Statement 157 for nonfinancial assets and liabilities during our fiscal year ending January 3, 2010.

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities. Statement 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. Statement 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The provisions of Statement 159 are effective for fiscal years beginning after November 15, 2007. We adopted Statement 159 on December 31, 2007. We did not elect the fair value option for any of our eligible financial assets or liabilities.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of the expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue to use the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. We adopted SAB 110 on December 31, 2007. We are continuing to use the “simplified” method until we have enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations. Statement 141-R will significantly change the accounting for future business combinations after adoption. Statement 141-R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired business. Statement 141-R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Statement 141-R is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt Statement 141-R beginning in our fiscal year ending January 3, 2010, as required. We are currently in the process of determining the impact, if any, of adopting the provisions of Statement 141-R but it is not expected to have a material impact on our financial position or results of operations.

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In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. Statement 161 amends and expands the disclosure requirements of Statement 133 with the intent to provide users of financial statements with an enhanced understanding of: 1) How and why an entity uses derivative instruments; 2) How derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations and 3) How derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We will adopt Statement 161 in our fiscal year ending January 3, 2010, as required.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate sensitivity

We are exposed to interest rate risks primarily through borrowings under our credit facilities. We have reduced our exposure to interest rate fluctuations by entering into an interest rate swap agreement covering a portion of our variable rate debt. In August 2007, we entered into a two-year interest rate swap transaction under our senior secured credit facilities. The interest rate swap has an initial notional amount of $200 million declining to $100 million after one year under which, on a net settlement basis, we will make monthly fixed rate payments at the rate of 5.03% and the counterparty makes monthly floating rate payments based upon one-month U.S. dollar LIBOR. Our weighted average borrowings outstanding during the six months ended June 29, 2008 were $253.0 million and the annual effective interest rate for the period was 7.0%, after giving effect to the interest swap agreement. A hypothetical 1% increase or decrease in interest rates would have resulted in a $1.3 million change to our interest expense in the six months ended June 29, 2008 and $2.5 million on an annualized basis.

Foreign currency risk

Most of our sales, expenses, assets, liabilities and cash holdings are currently denominated in U.S. dollars but a portion of the net revenues we receive from sales is denominated in currencies other than the U.S. dollar. Additionally, portions of our costs of goods sold and other operating expenses are incurred by our foreign operations and denominated in local currencies. While fluctuations in the value of these net revenues, costs and expenses as measured in U.S. dollars have not materially affected our results of operations historically, we cannot assure you that adverse currency exchange rate fluctuations will not have a material impact in the future. In addition, our balance sheet reflects non-U.S. dollar denominated assets and liabilities which can be adversely affected by fluctuations in currency exchange rates. We do not hedge against foreign currency risks and we currently believe that our foreign currency exchange risk is immaterial.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer determined that disclosure controls and procedures were effective at a reasonable assurance level.

There has been no change in internal controls over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of our business, we are subject to periodic lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceeding to which we are a party is likely to have a material adverse effect on our business, results of operations, cash flows or financial condition.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. Our Annual Report on Form 10-K for the year ended December 30, 2007 includes a detailed discussion of our risk factors under the heading “Part I, Item 1A—Risk Factors.” Set forth below are changes from the risk factors previously disclosed in our Annual Report on Form 10-K. You should carefully consider the risk factors discussed in this report and our Annual Report on Form 10-K as well as the other information in this report, before making an investment decision. If any of the following risks or the risks discussed in the Annual Report on Form 10-K occur, our business, financial condition, results of operations or future growth could suffer.

If we are unable to retain key executives and other personnel, particularly Leslie Blodgett, our Chief Executive Officer and primary spokesperson, and recruit additional executives and personnel, we may not be able to execute our business strategy and our growth may be hindered.

Our success largely depends on the performance of our management team and other key personnel and our ability to continue to recruit qualified senior executives and other key personnel. Our future operations could be harmed if any of our senior executives or other key personnel ceased working for us. Competition for senior management personnel is intense and there can be no assurance that we will be able to retain our personnel or attract additional qualified personnel. The loss of a member of senior management may require the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and to seeking a replacement. We may not be able to continue to attract or retain such personnel in the future. Any inability to fill vacancies in our senior executive positions on a timely basis could harm our ability to implement our business strategy, which would harm our business and results of operations.

We are particularly dependent on Leslie Blodgett, our Chief Executive Officer and primary spokesperson, as her talents, efforts, personality and leadership have been, and continue to be, critical to our success. Many of our customers identify our products by their association with Ms. Blodgett, and she greatly enhances the success of our sales and marketing. There can be no assurance that we will be successful in retaining her services. We maintain key executive life insurance policies with respect to Ms. Blodgett totaling approximately $34 million, which is payable to the lenders under our senior secured credit facility in the event we collect payments on the policy. A diminution or loss of the services of Ms. Blodgett would significantly harm our net sales, and as a result, our business, prospects, financial condition and results of operations.

Our senior management team has limited experience working together as a group, and may not be able to manage our business effectively.

Many members of our senior management team, including our President of Retail, Chief Marketing Officer, Chief Information Officer, and Vice President Controller have been hired since October 2007. As a result, our senior management team has limited experience working together as a group. This lack of shared experience could harm our senior management team’s ability to quickly and efficiently respond to problems and effectively manage our business. Our success also depends on our ability to continue to attract, manage and retain other qualified senior management members as we grow.

A decline in general economic conditions could lead to reduced consumer demand for our products or change in the type of products purchased by our consumers and have an adverse effect on our net sales, liquidity and profitability.

Since purchases of our merchandise are dependent upon discretionary spending by our consumers, our financial performance is sensitive to changes in overall economic conditions that affect consumer spending. Consumer spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer confidence and consumer perception of economic conditions. A general or perceived slowdown in the United States economy or the economies of other countries where we sell our products, or uncertainty as to the economic outlook, could reduce discretionary spending or cause a shift in consumer discretionary spending to other products or a shift in the mix of our products purchased by consumers, such as the sale of fewer kits versus non-kit, open stock items. Any of these factors would likely cause us to delay or slow our expansion plans, result in lower net sales and excess inventories and hinder our ability to raise prices in line with costs, which could, in turn, lead to increased merchandise markdowns and impairment charges, adversely affecting our profitability.

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Our common stock has only been publicly traded since September 29, 2006, and the price of our common stock may fluctuate substantially.

Our common stock has only been publicly traded since September 29, 2006, and we expect that the price of our common stock will continue to fluctuate substantially. From our initial public offering through August 1, 2008, the trading price of our common stock has ranged from a low of $11.05 to a high of $43.22. Many factors could cause the market price of our common stock to rise and fall, including the following:

• introductions of new products or new pricing policies by us or by our competitors;

• the gain or loss of significant customers or product orders;

• actual or anticipated variations in our quarterly results;

• the announcement of acquisitions or strategic alliances by us or by our competitors;

• recruitment or departure of key personnel;

• the level and quality of securities research analyst coverage for our common stock;

• changes in the estimates of our operating performance or changes in recommendations by us or any research analysts that follow our stock or any failure to meet the estimates made by research analysts; and

• market conditions in our industry and the economy as a whole.

In addition, public announcements by our competitors concerning, among other things, their performance, strategy, accounting practices, or legal problems could cause the market price of our common stock to decline regardless of our actual operating performance.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following is a tabulation of the votes on proposals considered at our annual meeting of stockholders held on May 15, 2008:

1. To elect two directors to serve on our board of directors for a three-year term.

	For	Withheld
Bradley M. Bloom	54,406,402	1,701,598
Lea Anne S. Ottinger	55,365,265	742,735

2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2008.

For	55,994,204
Against	112,462
Abstain	1,334

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

The following documents are incorporated by reference or filed as Exhibits to this report:

Exhibit Number	Description
3.2(1)	Amended and Restated Certificate of Incorporation.
3.4(1)	Amended and Restated Bylaws.
10.55(2)	Employment Offer Letter to Michael Dadario dated May 18, 2008.
10.56(2)	2006 Equity Incentive Award Plan Form of Restricted Stock Award Agreement.
10.57	2006 Equity Incentive Award Plan Form of Stock Option Agreement.
31.1	Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference from our Quarterly Report on Form 10-Q for the period ended October 1, 2006 filed on November 15, 2006.

(2) Incorporated by reference from our Current Report on Form 8-K filed on June 5, 2008.

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SIGNATURES

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

	BARE ESCENTUALS, INC.
Date: August 8, 2008	By:	/s/ LESLIE A. BLODGETT
		Leslie A. Blodgett
		Chief Executive Officer and Director
	By:	/s/ MYLES B. MCCORMICK
		Myles B. McCormick
		Executive Vice President, Chief Financial Officer and Chief Operating Officer

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EX-10.57

Exhibit 10.57

BARE ESCENTUALS, INC.

2006 INCENTIVE AWARD PLAN

FORM OF STOCK OPTION GRANT NOTICE AND

STOCK OPTION AGREEMENT

Bare Escentuals, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant:

Grant Date:

Vesting Start Date:

Exercise Price Per Share:

Total Exercise Price:

Total Number of Shares Subject to Option:

Expiration Date:

Type of Option:            

Vesting Schedule:

By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

BARE ESCENTUALS, INC.		PARTICIPANT
By:		By:
Print Name:		Print Name:
Title:
Address:	71 Stevenson St., 22nd Floor	Address:
	San Francisco, CA 94105

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Bare Escentuals, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option under the Company’s 2006 Incentive Award Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “Administrator” shall mean the Board or the Committee responsible for conducting the general administration of the Plan in accordance with Article 12 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “Cause” shall mean (i) with respect to any Participant who is employed by the Company or one of its Subsidiaries pursuant to an effective written employment agreement in which there is a provision expressly providing for a termination of employment for “Cause” and a definition of “Cause,” the definition of “Cause” as set forth in such employment agreement and (ii) with respect to any other Participant, that the Board has determined, in its reasonable judgment, that any one or more of the following has occurred: (A) the Participant shall have been convicted of, or shall have pleaded guilty or nolo contendere to, a felony, (B) the Participant shall have breached any non-competition agreement between the Participant and the Company or its affiliates or (C) the Participant shall have openly disregarded his or her responsibilities to the Company and/or its affiliates and shall have refused to devote substantial time and energy to the business and affairs of the Company and/or its affiliates (other than due to Disability or temporary disability which, in the reasonable judgment of the Board, caused the Participant to be incapable of devoting such time and energy) within 30 days after written notification by the Board that, in their good faith judgment, the Participant has consistently failed to do so.

(c) “Disability” shall mean (i) with respect to any Participant who is employed by the Company or one of its Subsidiaries pursuant to an effective written employment agreement in which there is a provision expressly providing for a termination of employment for “Disability” or “Total Disability” and a definition of “Disability” or “Total Disability,” the definition of “Disability” or “Total Disability” as set forth in such employment agreement and (ii) with respect to any other Participant, that the Board has determined, in its reasonable judgment, that the Participant is unable, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Participant’s duties and obligations to the Company and its Subsidiaries.

(d) “Termination of Consultancy” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of the

Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

(e) “Termination of Directorship” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

(f) “Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(g) “Termination of Services” shall mean the Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

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2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.2, 3.3 and 5.8, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant.

(c) Notwithstanding Sections 3.1(a) and 3.1(b), pursuant to Article 11 of the Plan, the Option shall become fully vested and exercisable in the event of the Participant’s Termination of Employment or Termination of Directorship by the Company other than for Cause upon or at any time following 18 months after the date of a Change in Control.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The Expiration Date;

(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; and

A-3

(c) The expiration of 90 days from the date of the Participant’s Termination of Services, unless such termination occurs by reason of the Participant’s death or Disability or Termination of Services for Cause;

(d) The expiration of six months from the date of the Participant’s Termination of Services by reason of the Participant’s death or Disability; or

(e) Immediately upon the Participant’s Termination of Services for Cause.

The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

3.4 Special Tax Consequences. The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. During the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant or incapacitation of the Participant by reason of Disability, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased the Participant’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:

(a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

A-4

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;

(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) With the consent of the Administrator, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) With the consent of the Administrator, surrender of other shares of Stock which (A) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised;

(e) With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(f) With the consent of the Administrator, property of any kind which constitutes good and valuable consideration.

4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

A-5

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Article 11 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

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5.2 Option Not Transferable. The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

5.3 Adjustments. The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Article 11 of the Plan.

5.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.4. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6 Governing Law; Severability. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Option in any material way without the prior written consent of the Participant.

5.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

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5.10 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.14 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Committee may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Leslie A. Blodgett, Chief Executive Officer of Bare Escentuals, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bare Escentuals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008	By:	/s/ LESLIE A. BLODGETT
		Leslie A. Blodgett Chief Executive Officer and Director

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Myles B. McCormick, Chief Financial Officer of Bare Escentuals, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bare Escentuals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008	By:	/s/ MYLES B. MCCORMICK
		Myles B. McCormick Executive Vice President, Chief Financial Officer and Chief Operating Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Leslie A. Blodgett , Chief Executive Officer, and I, Myles B. McCormick, Chief Financial Officer, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Bare Escentuals, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 29, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2008

By:	/s/ LESLIE A. BLODGETT
	Leslie A. Blodgett Chief Executive Officer and Director
By:	/s/ MYLES B. MCCORMICK
	Myles B. McCormick Executive Vice President, Chief Financial Officer and
	Chief Operating Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.