Estée Lauder (EL) 10-K risk factor changes: FY2024 vs FY2023

Please consider the following risks and all of the other information in this annual report on Form 10-K and in our subsequent filings with the [added: U.S.] Securities and Exchange Commission (“SEC”).

Competition in the beauty business is based on a variety of factors including pricing of products, innovation, perceived value, service to the consumer, promotional activities, advertising, special events, new product introductions, [added: and] e-commerce [added: initiatives, including the ability to effectively leverage existing] and [removed: m-commerce initiatives] [added: emerging digital technologies, such as AI] and [removed: other activities.][added: data analytics, to gain more commercial insights and develop relevant marketing concepts and advertising to reach consumers.]

Our Company has a well-recognized and strong reputation that could be negatively impacted by social media and many other [removed: factors.][added: factors, including, given the legal, regulatory and ethical landscape around the use of AI, our ability to adapt and use the emerging technology in an effective and ethical manner.]

Our [removed: continued] success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer preferences for skin care, makeup, fragrance and hair care products, attitudes toward our industry and brands, as well as to where and how consumers shop.

We recognize [removed: that] consumer preferences cannot be predicted with certainty and can change rapidly, driven by the use of digital and social media by consumers and the speed by which information and opinions are shared.

In addition, we may dispose of or discontinue select brands or streamline operations and incur [removed: costs or] [added: costs, inclusive of] restructuring and other [removed: charges] [added: charges,] in doing so.

Although we believe [removed: that] our strategy will lead to long-term growth in sales and profitability, we may not realize the anticipated benefits.

There can be no assurance [removed: that] we will be able to identify these strategic actions and consummate such transactions on favorable terms.

The general level of consumer spending is affected by [removed: a number of] [added: many] factors, including general economic conditions, inflation, interest rates, energy costs, and consumer confidence generally, all of which are beyond our control.

We operate on a global basis, with a substantial majority of our fiscal [removed: 2023] [added: 2024] net sales and operating income generated outside the United States.

Such risks include industrial accidents, environmental events, strikes and other labor disputes, capacity constraints, disruptions in ingredient, material or packaging [removed: supply,] [added: supply or availability of natural resources (e.g. water),] as well as global shortages, disruptions in supply chain or information technology, loss or impairment of key manufacturing or distribution sites or suppliers, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters, outages due to fire, floods, power loss, telecommunications failures, break-ins and other events or external factors over which we have no control.

We are, and may in the future become, party to litigation, other disputes or regulatory proceedings across a wide range of matters, including ones relating to product liability matters (including asbestos-related claims), advertising, regulatory, employment, intellectual property, real estate, environmental, trade relations, [added: securities,] tax and privacy.

We have [removed: e-commerce, m-commerce] [added: e-commerce] and other Internet websites in the United States and many other countries.

We believe [removed: that] this longer-term focus is in the best interests of the Company and our stockholders.

At the same time, however, we recognize [removed: that] it may be helpful to provide investors with guidance as to our expectations regarding certain aspects of our business.

We assume no responsibility to provide or update guidance, and any longer-term guidance we may provide is based on goals [removed: that] we believe, at the time guidance is given, are reasonably attainable for growth and performance over a number of years.

As of August [removed: 11, 2023,] [added: 12, 2024,] members of the Lauder family beneficially own, directly or indirectly, shares of the Company’s Class A Common Stock (with one vote per share) and Class B Common Stock (with 10 votes per share) having approximately 84% of the outstanding voting power of the Common Stock.

In addition, [removed: there are] four members of the Lauder family [removed: who] are [removed: Company employees and members of] [added: on] our Board of [removed: Directors.][added: Directors (three of whom are executive officers).]

While we have voluntarily caused our Board [added: of Directors] to have a majority of independent directors and the written charters of our Nominating and ESG Committee and Compensation Committee to have the required provisions, we are not requiring our Nominating and ESG Committee and Compensation Committee to be comprised solely of independent directors.

If our information technology does not function properly, or is not adequately supported, it could adversely affect the Company’s business and operations.

The evolution and adoption of emerging technologies, such as AI, may intensify cybersecurity risks as techniques used in cyberattacks and cybersecurity incidents continue to evolve and develop.

A fifth member of the Lauder family is an executive officer.

The following table is a comparative summary of operating results for fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] and reflects the basis of presentation described in *Item 8.

Financial Statements and Supplementary Data – Note 2 – Summary of Significant Accounting Policies* and *Note [removed: 22] [added: 24] – Segment Data* and *Related Information* for all periods presented.

[removed: Products] [added: Products, services,] and [removed: services] [added: royalty revenue from license arrangements] that do not meet our definition of skin care, makeup, fragrance and hair care have been included in the “other” category.

| (In millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Hair Care | | | | | | [removed: 653] [added: 629] | | | | | | [removed: 631] [added: 652] | | | | | | [removed: 571] [added: 631] | | |

| Other | | | | | | [removed: 54] [added: 53] | | | | | | [removed: 49] [added: 4] | | | | | | [removed: 45] [added: (1)] | | |

| | | | | | | [removed: 15,937] [added: 15,609] | | | | | | [removed: 17,741] [added: 15,937] | | | | | | [removed: 16,229] [added: 17,741] | | |

| Returns associated with restructuring and other activities | | | | | | [removed: (27)] [added: (1)] | | | | | | [removed: (4)] [added: (27)] | | | | | | [removed: (14)] [added: (4)] | | |

| Net sales | | | | | | $ | [removed: 15,910] [added: 15,608] | | | | | $ | [removed: 17,737] [added: 15,910] | | | | | $ | [removed: 16,215] [added: 17,737] | |

| The Americas | | | | | | $ | [removed: 4,518] [added: 4,581] | | | | | $ | [removed: 4,623] [added: 4,518] | | | | | $ | [removed: 3,797] [added: 4,623] | |

| Europe, the Middle East & Africa | | | | | | [removed: 6,225] [added: 6,140] | | | | | | [removed: 7,681] [added: 6,225] | | | | | | [removed: 6,946] [added: 7,681] | | |

| Asia/Pacific | | | | | | [removed: 5,194] [added: 4,888] | | | | | | [removed: 5,437] [added: 5,194] | | | | | | [removed: 5,486] [added: 5,437] | | |

| Hair Care | | | | | | [removed: (34)] [added: (52)] | | | | | | [removed: (28)] [added: (36)] | | | | | | [removed: (19)] [added: (28)] | | |

| Other | | | | | | [removed: 6] [added: 115] | | | | | | [removed: —] [added: 53] | | | | | | [removed: (2)] [added: 47] | | |

| | | | | | | [removed: 1,594] [added: 1,094] | | | | | | [removed: 3,314] [added: 1,594] | | | | | | [removed: 2,846] [added: 3,314] | | |

| Charges associated with restructuring and other activities | | | | | | [removed: (85)] [added: (124)] | | | | | | [removed: (144)] [added: (85)] | | | | | | [removed: (228)] [added: (144)] | | |

| Operating income | | | | | | $ | [removed: 1,509] [added: 970] | | | | | $ | [removed: 3,170] [added: 1,509] | | | | | $ | [removed: 2,618] [added: 3,170] | |

| The Americas | | | | | | $ | [removed: (73)] [added: 34] | | | | | $ | [removed: 1,159] [added: (73)] | | | | | $ | [removed: 518] [added: 1,159] | |

| Europe, the Middle East & Africa | | | | | | [removed: 843] [added: 836] | | | | | | [removed: 1,360] [added: 843] | | | | | | [removed: 1,335] [added: 1,360] | | |

| Asia/Pacific | | | | | | [removed: 824] [added: 224] | | | | | | [removed: 795] [added: 824] | | | | | | [removed: 993] [added: 795] | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cost of sales | | | | | | [removed: 28.7] [added: 28.3] | | | | | | [removed: 24.3] [added: 28.7] | | | | | | [removed: 23.6] [added: 24.3] | | |

| Gross profit | | | | | | [removed: 71.3] [added: 71.7] | | | | | | [removed: 75.7] [added: 71.3] | | | | | | [removed: 76.4] [added: 75.7] | | |

| Selling, general and administrative | | | | | | [removed: 60.2] [added: 61.6] | | | | | | [removed: 55.7] [added: 60.2] | | | | | | [removed: 57.8] [added: 55.7] | | |

| Restructuring and other charges | | | | | | [removed: 0.3] [added: 0.8] | | | | | | [removed: 0.8] [added: 0.3] | | | | | | [removed: 1.3] [added: 0.8] | | |

| Goodwill impairment | | | | | | [removed: —] [added: 1.9] | | | | | | — | | | | | | [removed: 0.3] [added: —] | | |

| Impairment of other intangible and long-lived assets | | | | | | [removed: 1.3] [added: 1.2] | | | | | | [removed: 1.4] [added: 1.3] | | | | | | [removed: 0.8] [added: 1.4] | | |

| Total operating expenses | | | | | | [removed: 61.8] [added: 65.4] | | | | | | [removed: 57.9] [added: 61.8] | | | | | | [removed: 60.2] [added: 57.9] | | |

| Operating income | | | | | | [removed: 9.5] [added: 6.2] | | | | | | [removed: 17.9] [added: 9.5] | | | | | | [removed: 16.1] [added: 17.9] | | |

| Interest expense | | | | | | [removed: 1.6] [added: 2.4] | | | | | | [removed: 0.9] [added: 1.6] | | | | | | [removed: 1.1] [added: 0.9] | | |

| Interest income and investment income, net | | | | | | [removed: 0.8] [added: 1.1] | | | | | | [removed: 0.2] [added: 0.8] | | | | | | [removed: 0.3] [added: 0.2] | | |

| Other components of net periodic benefit cost | | | | | | (0.1) | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: 0.1] [added: —] | | |

| Other income, net | | | | | | — | | | | | | — | | | | | | [removed: 5.2] [added: —] | | |

| Earnings before income taxes | | | | | | [removed: 8.8] [added: 4.9] | | | | | | [removed: 17.1] [added: 8.8] | | | | | | [removed: 20.5] [added: 17.1] | | |

| Provision for income taxes | | | | | | [removed: 2.4] [added: 2.3] | | | | | | [removed: 3.5] [added: 2.4] | | | | | | [removed: 2.8] [added: 3.5] | | |

| Net earnings | | | | | | [removed: 6.3] [added: 2.6] | | | | | | [removed: 13.6] [added: 6.3] | | | | | | [removed: 17.7] [added: 13.6] | | |

| Net earnings attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | [removed: (0.1)] [added: —] | | |

| Net [removed: loss (earnings)] [added: earnings] attributable to redeemable noncontrolling interest | | | | | | [removed: —] [added: (0.1)] | | | | | | [removed: (0.1)] [added: —] | | | | | | [removed: —] [added: (0.1)] | | |

| Net earnings attributable to The Estée Lauder Companies Inc. | | | | | | [removed: 6.3] [added: 2.5] | | % | | | | [removed: 13.5] [added: 6.3] | | % | | | | [removed: 17.7] [added: 13.5] | | % |

Our innovation is [added: often] launched at different price points than existing products and value derived from innovation may vary from year to year.

During the fiscal 2024 second quarter, we identified and corrected misstatements of net sales and operating income between certain of our product categories in our Management's Discussion and Analysis of Financial Condition and Results of Operations for fiscal 2023 and fiscal 2022.

See *Note 24 – Segment Data* and *Related Information* for additional details.

| Skin Care | | | | | | $ | 7,908 | | | | | $ | 8,249 | | | | | $ | 9,902 | |

| Makeup | | | | | | 4,470 | | | | | | 4,532 | | | | | | 4,670 | | |

| Fragrance | | | | | | 2,487 | | | | | | 2,451 | | | | | | 2,491 | | |

| | | | | | | 15,609 | | | | | | 15,937 | | | | | | 17,741 | | |

| Skin Care | | | | | | $ | 735 | | | | | $ | 1,277 | | | | | $ | 2,776 | |

| Makeup | | | | | | 93 | | | | | | (21) | | | | | | 126 | | |

| Fragrance | | | | | | 265 | | | | | | 370 | | | | | | 441 | | |

- Our skin care net sales declined 4% in fiscal 2024, driven by declines from Estée Lauder, Clinique and Dr.Jart+.

The decrease in net sales from Estée Lauder, Clinique and Dr.Jart+ was primarily driven by declines in mainland China and in our Asia travel retail business.

In mainland China, net sales declined, primarily driven by ongoing softness in overall prestige beauty.

Asia travel retail net sales declined, driven by a decline in the first half of fiscal 2024, primarily due to actions that we and our retailers took to reset inventory levels, in part in response to changes in government policies that began in the second half of fiscal 2023, as well as lower conversion.

The net sales decrease in Asia travel retail for Estée Lauder was partially offset by the return to growth in the second half of fiscal 2024 primarily driven by a favorable comparison to the prior-year period due to the aforementioned changes in government policies as well as higher shipments.

Also contributing to the net sales decrease from Dr.Jart+ was lower demand.

These decreases were partially offset by higher net sales from La Mer and The Ordinary.

- Our fragrance net sales increased slightly in fiscal 2024, primarily driven by growth in Le Labo and Jo Malone London, partially offset by lower net sales from Estée Lauder and the unfavorable year-over-year impact of residual net sales in fiscal 2023 related to the terminations of certain of our designer fragrance licenses effective June 30, 2022.

- Our hair care net sales decreased 4% in fiscal 2024, driven by lower net sales from Aveda due to declines in North America, primarily reflecting softness in the salon channel and our direct-to-consumer business.

- Net sales in The Americas increased slightly in fiscal 2024, primarily driven by higher net sales in Mexico, Brazil and, to a lesser extent, the United States.

The increase in net sales from Mexico and Brazil was primarily driven by growth in makeup, led by M·A·C, as well as growth in skin care and fragrance.

Net sales in the United States increased slightly, primarily reflecting incremental royalty revenue associated with the fiscal 2023 fourth quarter acquisition of the TOM FORD brand and higher net sales in fragrance, led by our luxury fragrances, partially offset by a decline in makeup reflecting the unfavorable year-over-year impact resulting from the recognition of previously deferred revenue due to changes to the BACK 2 M·A·C take-back program in fiscal 2023, and to a lesser extent, decreases in hair care and skin care.

Asia travel retail net sales declined, driven by a decline in the first half of fiscal 2024, primarily due to actions that we and our retailers took to reset inventory levels, in part in response to changes in government policies that began in the second half of fiscal 2023, as well as lower conversion.

The net sales decrease in Asia travel retail was partially offset by the return to growth in the second half of fiscal 2024 primarily driven by a favorable comparison to the prior-year period due to the aforementioned changes in government policies as well as higher shipments.

Partially offsetting the decrease in Europe, the Middle East & Africa were higher net sales in the United Kingdom, the Nordic countries and Germany.

- Net sales in Asia/Pacific decreased 6% in fiscal 2024, reflecting lower net sales from mainland China, and to a lesser extent Korea, partially offset by an increase in net sales in Hong Kong SAR.

The decrease in net sales in mainland China was primarily driven by ongoing softness in overall prestige beauty.

The lower net sales in Korea were primarily due to lower demand in the Dr.Jart+ travel retail business in Korea.

We have experienced challenges within our business, including in our Asia travel retail business, and we expect volatility to continue.

We have experienced, and are expecting to continue to experience, ongoing declines in overall prestige beauty due to current consumer sentiment in mainland China, which is also expected to impact Asia travel retail.

In North America, we are experiencing ongoing competitive pressures along with a slowdown in prestige beauty growth.

We also expect further business disruption in Israel and other parts of the Middle East.

These challenges are collectively expected to impact net sales and profitability, including impacts to our effective tax rate from changes to our geographical mix of earnings.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) issued "Pillar Two" Global Anti-Base Erosion model rules for countries to enact into domestic law that would establish a 15% global minimum tax applied on a country-by-country basis for multinational companies.

Certain countries have enacted or are expected to enact legislation incorporating the global minimum tax, which will be effective for us beginning in fiscal 2025.

We are continuing to evaluate the potential impact of such newly enacted legislation and we anticipate an increase to our global effective tax rate as a result of these changes.

Restructuring Program Component of the Profit Recovery and Growth Plan

As previously communicated on November 1, 2023, we launched a Profit Recovery Plan, now known as the Profit Recovery and Growth Plan ("PRGP"), to help progressively rebuild our profit margins in fiscal years 2025 and 2026.

The PRGP is focused on rebuilding stronger, more sustainable profitability, supporting sales growth acceleration and increasing speed and agility.

The plan is designed to improve gross margin, lower the cost base and reduce overhead expenses, while increasing investments in key consumer-facing activities.

Upon completion of this plan, we expect to have improved our gross margin and expense base to drive greater operating leverage for the future.

| Skin Care | | | | | | $ | 8,202 | | | | | $ | 9,886 | | | | | $ | 9,484 | |

| Makeup | | | | | | 4,516 | | | | | | 4,667 | | | | | | 4,203 | | |

| Fragrance | | | | | | 2,512 | | | | | | 2,508 | | | | | | 1,926 | | |

| Skin Care | | | | | | $ | 1,204 | | | | | $ | 2,753 | | | | | $ | 3,036 | |

| Makeup | | | | | | (22) | | | | | | 133 | | | | | | (384) | | |

| Fragrance | | | | | | 440 | | | | | | 456 | | | | | | 215 | | |

Business Update

During the fiscal year ended June 30, 2023, the operating environment continued to be disrupted by the impact of the COVID-19 pandemic.

Most notably, the pace of recovery in Asia travel retail and mainland China was slower than anticipated.

In Hainan, prolonged store closures initially presented a headwind and, thereafter, low levels of conversion occurred when travel resumed.

This was compounded by inventory tightening by certain retailers.

In Korea, the travel retail business slowed during the transition to post-COVID-19 regulations.

In addition, the slower than anticipated resumption of international flights, granting of visas, and organized group tours further challenged the Asia travel retail recovery.

As a result, our Asia travel retail business was challenged throughout the fiscal year by the slower than anticipated recovery.

In mainland China, our performance in the first half of fiscal 2023 was hindered by low retail traffic as a result of COVID-19-related restrictions and the rise in COVID-19 cases.

Elsewhere, the recovery from the COVID-19 pandemic progressed across markets globally over the course of the fiscal year as restrictions lifted.

In the West, our recovery from the pandemic continued with net sales growth in many markets in Europe, the Middle East & Africa and in Latin America.

In Asia/Pacific, certain of our markets emerged strongly into recovery across the fiscal year, to deliver net sales growth throughout the region.

In the United States, net sales was unfavorably impacted by the slower than anticipated pace of our improvement at retail and the tightening of inventory in certain retailers in the first half of fiscal 2023 due to inflationary pressures and recession concerns.

Finally, our business was also pressured by the strong U.S dollar, inflation and recession concerns globally.

During fiscal 2023, net sales decreased 10%, reflecting the impacts noted above.

- Our skin care net sales declined 17%, including the unfavorable impact of foreign currency translation of 3%, driven by declines from Estée Lauder, La Mer and Dr.Jart+, primarily reflecting the challenges in our Asia travel retail business throughout the year, as previously discussed.

- Our makeup net sales decreased 3%, primarily due to the unfavorable impact of foreign currency translation of 4%.

- Our fragrance net sales remained virtually flat as growth driven by Estée Lauder, Le Labo, TOM FORD, Clinique, and Kilian Paris was offset by the impact of the license terminations effective June 30, 2022 related to certain of our designer fragrances of 9% and the unfavorable impact of foreign currency translation of 4%.

- Our hair care net sales increased 3%, driven by higher net sales from The Ordinary reflecting the recent launch of hair care products by the brand, partially offset by the unfavorable impact of foreign currency translation of 3%.

- Net sales in The Americas decreased 2%, primarily driven by a decrease in the United States, reflecting the slower than anticipated pace of our improvement at retail, the tightening of inventory from certain of our retailers during the first half of fiscal 2023 and the impact of the license terminations related to certain of our designer fragrances.

- Net sales in Asia/Pacific decreased 4%, driven by the unfavorable impact of foreign currency translation of 8% and the challenges stemming from the COVID-19 pandemic, led by our Dr.Jart+ travel retail business in Korea, partially offset by the increase in net sales in Hong Kong SAR and Macau SAR and Southeast Asia, reflecting the continued COVID-19 recovery and successful brand activations and new product launches in Hong Kong SAR and Macau SAR.

In fiscal 2023, we continued to further integrate social impact and sustainability into our strategy and business operations.

Areas of focus include climate and energy; packaging; sourcing; green chemistry and ingredient transparency; inclusion, diversity and equity; employee health and safety; and social investments.

We are experiencing a more gradual and prolonged recovery from the COVID-19 pandemic, particularly in our Asia travel retail business.

In Asia travel retail, there have been, and are likely to continue to be, impacts on our business in the near-term, from the slower than anticipated depletion of elevated levels of retailer inventory and, therefore, lower replenishment orders, as well as the slower than anticipated resumption of international flights, granting of visas, and organized group tours.

Additionally, in Korea, the shipments to duty free retailers were pressured owing to the transition to post-COVID-19 regulations as traveling consumers gradually return.

For example, the strengthening of the U.S. dollar could negatively impact results within Europe, the Middle East & Africa due to pricing pressures on our retail customers and consumers in key international travel retail locations.

As the invasion of Ukraine continues and international sanctions evolve, we have scaled down our operations in Russia.

We expect to continue selling a limited selection of products to retailers in Russia.

We will continue to monitor the risks and evolving situation that may further affect our business and will adjust our plans accordingly.

There are uncertainties related to the future impacts on our business, including possible new sanctions that are difficult to predict due to the high level of geopolitical volatility.

On a broader perspective, there could be additional negative impacts to our net sales, earnings, assets and cash flows from such uncertainties.

We also note that worsening conditions could exacerbate economic challenges in other countries such as inflationary pressures, energy shortages, recessions or other consequences.

Please refer to Risk Factors in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, for a more complete discussion of the risks we encounter in our business and industry.

We are also the global licensee of the [removed: AERIN and] [added: AERIN,] BALMAIN [added: and Dr. Andrew Weil] brand names for fragrances and cosmetics.

In addition, our products are sold in brick-and-mortar retail stores, including department stores, specialty-multi retailers, upscale perfumeries and pharmacies and [removed: prestige] [added: top-tier] salons and spas.

Members of the Lauder family, some of whom are directors, executive officers and/or employees, beneficially own, directly or indirectly, as of August [removed: 11, 2023,] [added: 12, 2024,] shares of our Company's Class A Common Stock and Class B Common Stock having approximately 84% of the outstanding voting power of the Common Stock.

][added: FY24.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g1.jpg)]

Makeup - Our full array of makeup products includes lipsticks, lip glosses, mascaras, foundations, [removed: eyeshadows, nail polishes] [added: eyeshadows] and powders.

Below is a chart showing the brands [removed: that] we sell and how we view them based on lifestyle and price point:

| [removed: ] [added: ] | | | | | | Estée Lauder brand products, which have been sold since 1946, have a reputation for innovation, sophistication and superior quality. Estée Lauder is one of the world’s most renowned beauty brands, producing iconic skin care, makeup and fragrances. | | |

| [removed: ] [added: ] | | | | | | We pioneered the marketing of prestige men’s fragrance, grooming and skin care products with the introduction of Aramis products in 1964. | | |

| [removed: ] [added: ] | | | | | | Introduced in 1968, Clinique skin care and makeup products are all allergy tested and 100% fragrance free and have been designed to address individual skin types and needs. Clinique also offers select fragrances. The skin care and makeup products are based on the research and related expertise of leading dermatologists. | | |

| ] [added: 8_22.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g6.jpg)] | | | | | | Lab Series, introduced in 1987, is a series of high performance, specialized skin care solutions uniquely created to improve the look and feel of men’s skin. | | |

| ] [added: 8-17.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g7.jpg)] | | | | | | Introduced in 1990, Origins is known for high-performance natural skin care that is “powered by nature and proven by science.” The brand also sells makeup and fragrance products and is distributed primarily through online, specialty-multi and freestanding Origins stores. Origins has a license agreement to develop and sell beauty products using the name of Dr. Andrew Weil. | | |

| [removed: ] [added: ] | | | | | | M·A·C, the leading brand of professional cosmetics, was created in Toronto, Canada. We completed our acquisition of M·A·C in 1998. The brand’s popularity has grown through a tradition of word-of-mouth endorsement from professional makeup artists, models, photographers and journalists around the world. | | |

| [removed: ] [added: ] | | | | | | Acquired in 1995, Bobbi Brown [added: Cosmetics] is a global prestige beauty brand known for its high quality and undertone-correct makeup and skin care products that celebrate individual beauty and confidence. Reflecting its artistry roots, the brand is focused on creating a teaching and learning community of women around the world. | | |

| ] [added: Mer.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g10.jpg)] | | | | | | Acquired in 1995, La Mer is a leading global luxury skin care brand that is available in limited distribution worldwide. The brand is known for its iconic Crème de la Mer moisturizer, serums and lotions, as well as other skin care and foundation products that are created around the original “Miracle Broth.” | | |

| [removed: ] [added: ] | | | | | | Acquired in 1997, Aveda sells high-performance, naturally-derived hair care products, as well as skin care, makeup and fragrance. The brand is known for its innovative plant-based products and its commitment to environmental sustainability and corporate responsibility. It is distributed primarily through top-tier hair salons and direct-to-consumer, via online and Aveda stores. | | |

| [removed: ] [added: ] | | | | | | Acquired in 1999, Jo Malone London is a scented British lifestyle brand with understated elegance, offering enchanted story-telling and “High-Touch” boutique services. The brand’s famous colognes are perfect alone or artfully [removed: layered with Fragrance Combining.] [added: layered.] Jo Malone London embodies the spirit of gifting generosity and inspires emotional elevation. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2006, Bumble and bumble is a New York-based hair care brand that creates high-quality hair care and styling products. The brand is distributed primarily through top-tier salons, including Bumble and bumble’s own flagship salons, specialty-multi retailers and online. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2003, Darphin is a Paris-based, prestige skin care brand known for its high-performance botanical skin care. The brand is distributed primarily through high-end independent pharmacies and online brand and retailer channels. | | |

| [removed: ] [added: ] | | | | | | On April 28, 2023, we acquired the TOM FORD brand and related intellectual property. The TOM FORD brand is a luxury brand created in 2005, encompassing fashion, fragrance, eyewear and other accessories. From 2005 until the closing of the acquisition, we developed, manufactured and distributed luxury fragrances and beauty products as a licensee. As the current owner and steward of the brand, we are continuing with the beauty products and have licensed the fashion brand and operations and eyewear to third parties. Consistent with the fashion brand, our products exude seductive modern-day glamour and include luxury fragrance, color cosmetics, men’s grooming products and skin care products for discerning consumers globally. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2010, Smashbox Cosmetics is a Los Angeles-based, photo studio-inspired makeup brand with high performance products created for our [removed: consumer’s] [added: consumers'] everyday life in the spotlight. | | |

| [removed: ] [added: ] | | | | | | Launched in 2012, AERIN is a luxury lifestyle beauty and fragrance brand inspired by the signature style of its founder, Aerin Lauder. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2014, Le Labo is a sensory and experiential lifestyle brand, deeply rooted in the craft of slow perfumery. Born in Grasse, France and raised in downtown NYC, it offers hand-crafted and personalized fragrances, as well as ‘alternative’ and genuine experiences celebrating craftsmanship. | | |

| ] [added: Update.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g19.jpg)] | | | | | | Acquired in 2015, Les Editions de Parfums Frédéric Malle is a collection of exclusive, sophisticated, ultraluxury fragrances crafted by some of the world’s most talented perfumers and published by the brand. | | |

| ] [added: updated.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g20.jpg)] | | | | | | Acquired in 2015, GLAMGLOW started as a behind-the-scenes Hollywood secret to instant glow. The brand is known for bold, sensorial products that deliver instant results, and its unconventional philosophy that high performance skin care should also be fun and sexy. | | |

| ] [added: Paris.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g21.jpg)] | | | | | | Acquired in 2016, Kilian Paris is a prestige fragrance brand that embodies timeless sophistication and modern luxury. | | |

| [removed: ] [added: ] | | | | | | Acquired in 2016, Too Faced is a serious makeup brand that knows how to have fun. The brand is unabashedly pink, pretty and feminine with a playful wink that is beloved for its high-quality formulas, cheeky product names and distinctive packaging. | | |

| ] [added: Jart+.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g23.jpg)] | | | | | | Acquired in 2019, Dr.Jart+ is a Seoul-based, global skin care brand known for its innovative formulations and unique combination of dermatological science and art. [removed: Its high-quality masks, moisturizers and serums are distributed primarily through travel retail, specialty-multi and online channels.] | | |

| | | | | | |  ] [added: Ordinary.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g24.jpg) ] | | |

| [removed: ] [added: ] | | | | | | [removed: In 2021,] [added: On May 31, 2024,] we [removed: increased our investment] [added: purchased the remaining interest] in [added: the] Deciem Beauty Group Inc. [removed: (“DECIEM”)] [added: ("DECIEM") after increasing our investment in 2021] to [removed: approximately] 76%. Known as “The Abnormal Beauty Company,” DECIEM is a Toronto-based, vertically integrated multi-brand beauty company rooted in a consumer-focused and functional approach. Its portfolio includes The Ordinary, an ingredient-focused brand, and NIOD, a science-driven skin care brand. | | |

In fiscal 2022, we negotiated early termination agreements for our previous license agreements for the Donna Karan New York, DKNY, Michael Kors, Tommy Hilfiger and Ermenegildo Zegna product lines effective June 30, [removed: 2022 and continued to sell products under these licenses through such time.][added: 2022.]

From time to time, we also make [removed: strategic] minority investments in [removed: other] companies, mainly in the beauty [removed: industry.][added: industry, including through our New Incubation Ventures, the strategic early-stage investment and incubation arm of our Company.]

In some cases, we have acquired the remaining [removed: interest or a majority interest] [added: interests] (e.g., Have & Be Co. Ltd. (i.e. Dr.Jart+) and [removed: Deciem Beauty Group Inc., respectively).][added: DECIEM).]

[removed: Our current] [added: We have several] minority investments [removed: include] [added: including] a company based in India that manufactures, markets and sells Ayurvedic skin care and other products under the Forest Essentials brand name, primarily in India.

Our [removed: “scaling brands”] [added: “Scaling Brands”] are Jo Malone London, TOM FORD, [added: The Ordinary,] Aveda, [added: and] Bobbi Brown [removed: Cosmetics and The Ordinary.][added: Cosmetics.]

Our [removed: “developing brands”] [added: “Developing Brands”] are Le Labo, Too Faced, Dr.Jart+, Origins, Kilian Paris, Bumble and bumble, Smashbox, Darphin Paris, [removed: Lab Series,] Editions de Parfums Frédéric [removed: Malle] [added: Malle, Lab Series,] and GLAMGLOW.

[removed: Our] [added: The] Nominating and ESG [removed: Committee, one] [added: Committee] of our Board [removed: committees,] [added: of Directors] has oversight responsibility for our Company’s environmental, social and governance (“ESG”) activities and practices, including citizenship and sustainability matters.

As of June 30, [removed: 2023,] [added: 2024,] we operated approximately 1,600 freestanding stores.

The total reflects the net impact during fiscal [removed: 2023] [added: 2024] of [removed: store closures related to the Post-COVID Business Acceleration Program and closures due to natural] lease expirations, offset by new door openings.

Most freestanding stores are operated by us under a single brand name, such as M·A·C, Jo Malone [removed: London] [added: London, Le Labo] and Aveda.

We also operate over [removed: 250] [added: 300] multi-branded company [removed: stores] [added: stores, primarily] in outlet malls.


Our luxury portfolio also includes Estée Lauder's Re-Nutriv product franchise.

In addition, our products are sold in brick-and-mortar retail stores, including department stores, specialty-multi retailers, upscale perfumeries and pharmacies and top-tier salons and spas.

Our “Priority Emerging Markets” in Europe, the Middle East & Africa are India, the Middle East, Turkey and South Africa; in Asia/Pacific are Thailand, Malaysia, Vietnam, Indonesia, and the Philippines; and in The Americas are Brazil and Mexico.

This includes the strategic utilization of data to provide better visibility into consumer trends, to increase responsiveness in our product development.

In fiscal 2024, we completed the construction of our new manufacturing facility in Japan, near Tokyo.

We rely on legal and operational compliance programs, as well as in-house and outside counsel, to guide our businesses in complying with applicable laws and regulations.

*As of August 12, 2024.

See below for information regarding expected changes.

As previously reported on August 7, 2024, Rashida La Lande, age 50, is expected to become Executive Vice President and General Counsel effective August 19, 2024.

Ms. La Lande joins the Company from The Kraft Heinz Company, a manufacturer and marketer of food and beverage products, where she was for more than five years.

Prior to that, she was a partner at the law firm of Gibson, Dunn & Crutcher.

As previously reported on July 23, 2024, Akhil Shrivastava, age 51, is expected to become Executive Vice President and Chief Financial Officer on November 1, 2024, succeeding Tracey T.

Travis in that role.

Mr. Shrivastava has been an employee of the Company for more than five years.

| | | | | | | | | |

| Gary M. Lauder | | | | | | Managing Director, Lauder Partners LLC, a venture capital firm | | |

| Arturo Nuñez | | | | | | Founder and Chief Executive Officer of AIE Creative, a branding and marketing firm | | |

| | | | | | | | | |

*As of August 12, 2024

We believe that our strategy of pursuing selective distribution heightens the aspirational quality of our brands.


In fiscal 2021, we made the decision to exit the global distribution of BECCA products, a makeup brand we acquired in 2016 and substantially completed this exit during fiscal 2022.

In fiscal 2023, we made investments in research and pilots of technologies that serve and attract new consumers.

As the working environment for our team members evolve, including hybrid ways of working for our employees, we continue to invest in hardware, software, education and support structures that drive productive, collaborative facilities and meeting spaces, both virtually and in person.

As our business continues to grow globally, and to satisfy the demand for locally relevant consumer products, we have increased our focus on innovation in Asia/Pacific, especially in China, as well as in Japan and Korea.

In fiscal 2023, we completed construction of a newly leased site for our new Research and Development facility in China, to better meet the needs of the Chinese consumer through local relevancy with superior capabilities in product and package design and consumer and clinical testing.

In fiscal 2023, we began limited production in our new owned manufacturing facility near Tokyo as we continued construction, which is expected to enable us to better meet demand, further drive our sustainability efforts, optimize costs and increase speed to market in the Asia/Pacific region, including our travel retail business within the region.

We expect the remainder of the site to be completed and operational in early fiscal 2024, with production levels scaling over the next few years.

We have established a flexible global distribution network that is managed by us or third parties.

In fiscal 2022, we opened a new, state-of-the-art distribution center in Switzerland to support the growth of our travel retail business and further drive our sustainability efforts.

During fiscal 2023, we continued to support the growth of our business in China with the opening of an additional distribution center in Guangzhou.

- Inclusion, Diversity and Equity - Fostering an inclusive, diverse and equitable culture that provides our employees with personal and professional development opportunities, which helps to attract and retain the best talent and drive long-term growth.

- Talent Recruitment, Retention, Learning and Development \- Affording our employees learning opportunities to drive career development and enhance innovation, which helps to create strong and sustainable leadership across the organization and support ongoing development of new products and services.

- Health and Safety - Striving to provide a healthy and safe workplace for our employees, which we believe also enhances productivity.

- Employee Rewards - Offering competitive compensation and benefit packages to support our employees’ physical, mental and financial well-being, which helps us attract, incentivize and retain world-class talent.

We have enhanced our strategy in many areas including hiring, employee engagement, development and talent management to further support inclusion, diversity and equity across the organization.

We remained resolute in our commitment to prioritize racial equity, diligently advancing our previously announced series of commitments across the business, with a focus on U.S. operations.

We are also committed to gender equity and equitable pay practices.

We have a number of programs to help accelerate the development and promotion of women, such as our Women's Leadership Network, and remain committed to the achievement of gender pay equity across the organization.

We are committed to various programs to continue our investment at all levels of seniority and tenure, including our Global Reverse Mentor Program that pairs seasoned leaders with more junior talent and was designed to give insights to the leadership team on current millennial and Gen Z habits, preferences and trends.

We provide several mechanisms for our employees to provide their feedback, including direct discussions with managers, employee surveys and interactive townhall meetings.

We are expanding access to this marketplace to all employees globally in fiscal 2024.

An important element of our talent strategy is succession planning and building leadership at various levels across the organization.

We regularly discuss potential successors to key roles, review relevant backgrounds and capabilities and develop succession plans accordingly.

As our ways of working continue to evolve, we have adjusted and reprioritized our training and development programs and delivery methods to meet the needs of our employees who are working from home.

These changes included delivering learning experiences around subject matters such as managing remotely, mental health awareness and building resilience during uncertain times, as well as pivoting traditional in-person sessions to virtual instructor-led learning.

In addition, we continue to curate digital content to support “business as usual” focus areas, such as performance development, as well as socially relevant information around racial justice and inclusion and diversity.

As we plan for the future, our focus is on flexibility, work-life harmonization, and ensuring that our employees have what they need to succeed personally and professionally.

Employee compensation is based on specific circumstances, including role and experience, geographic location and performance.

In addition to base pay, we offer annual incentive awards and equity awards for employees at certain job grades.

We are dedicated to being active and respectful citizens, and we engage in philanthropic and employee volunteering efforts to enhance the communities we touch.

We are inspired by the generosity of our employees and encourage them to become involved in their communities by offering programs to support the causes that matter to them.

Compliance with these laws and regulations has not had and is not expected to have a material adverse effect on the Company’s capital expenditures, including capital expenditures for environmental control facilities, earnings or competitive position.

| Deirdre Stanley | | | | | | 58 | | | | | | Executive Vice President and General Counsel | | |

*as of August 11, 2023

Ms. Stanley joined the Company in 2019; previously, she served as General Counsel for Thomson Reuters Corporation, a provider of business information services, and its predecessor company, for 17 years.

| Wei Sun Christianson | | | | | | Senior Advisor at Morgan Stanley, a global financial services firm, and former Managing Director and Co-Chief Executive Officer of Asia Pacific and Chief Executive Officer of China at Morgan Stanley | | |

| Leonard A. Lauder | | | | | | Chairman Emeritus, The Estée Lauder Companies Inc. | | |

| Arturo Nuñez | | | | | | Manager of private investments on his own behalf and former Chief Marketing Officer, Nu Holdings Ltd., a digital banking platform | | |

Financial Statements and Supplementary Data – Note [removed: 16] [added: 17] – Commitments and Contingencies.*

| | | | For the fiscal year ended June 30, [removed: 2023] [added: 2024] | | |

The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant was approximately [removed: $57] [added: $34] billion at December [removed: 30, 2022] [added: 29, 2023] (the last business day of the registrant’s most recently completed second quarter).*

At August [removed: 11, 2023, 232,148,786] [added: 12, 2024, 233,177,155] shares of the registrant’s Class A Common Stock, $.01 par value, and 125,542,029 shares of the registrant’s Class B Common Stock, $.01 par value, were outstanding.

| Proxy Statement for Annual Meeting of Stockholders to be held November [removed: 17, 2023] [added: 8, 2024] | | | | | | Part III | | |

| [Item [removed: 1.](#i3d825451e79040748e484b266d61da3e_13)] [added: 1.](#i010fbef3d06c4e1bb34624f4c2338215_13)] | | | [removed: [Business](#i3d825451e79040748e484b266d61da3e_13)] [added: [Business](#i010fbef3d06c4e1bb34624f4c2338215_13)] | | | [removed: [2](#i3d825451e79040748e484b266d61da3e_13)] [added: [2](#i010fbef3d06c4e1bb34624f4c2338215_13)] | | |

| [Item [removed: 1A.](#i3d825451e79040748e484b266d61da3e_16)] [added: 1A.](#i010fbef3d06c4e1bb34624f4c2338215_16)] | | | [Risk [removed: Factors](#i3d825451e79040748e484b266d61da3e_16)] [added: Factors](#i010fbef3d06c4e1bb34624f4c2338215_16)] | | | [removed: [18](#i3d825451e79040748e484b266d61da3e_16)] [added: [17](#i010fbef3d06c4e1bb34624f4c2338215_16)] | | |

| [Item [removed: 1B.](#i3d825451e79040748e484b266d61da3e_19)] [added: 1B.](#i010fbef3d06c4e1bb34624f4c2338215_19)] | | | [Unresolved Staff [removed: Comments](#i3d825451e79040748e484b266d61da3e_19)] [added: Comments](#i010fbef3d06c4e1bb34624f4c2338215_19)] | | | [removed: [24](#i3d825451e79040748e484b266d61da3e_19)] [added: [23](#i010fbef3d06c4e1bb34624f4c2338215_19)] | | |

| [Item [removed: 2.](#i3d825451e79040748e484b266d61da3e_22)] [added: 2.](#i010fbef3d06c4e1bb34624f4c2338215_22)] | | | [removed: [Properties](#i3d825451e79040748e484b266d61da3e_22)] [added: [Properties](#i010fbef3d06c4e1bb34624f4c2338215_22)] | | | [removed: [24](#i3d825451e79040748e484b266d61da3e_22)] [added: [24](#i010fbef3d06c4e1bb34624f4c2338215_22)] | | |

| [Item [removed: 3.](#i3d825451e79040748e484b266d61da3e_25)] [added: 3.](#i010fbef3d06c4e1bb34624f4c2338215_25)] | | | [Legal [removed: Proceedings](#i3d825451e79040748e484b266d61da3e_25)] [added: Proceedings](#i010fbef3d06c4e1bb34624f4c2338215_25)] | | | [removed: [25](#i3d825451e79040748e484b266d61da3e_25)] [added: [24](#i010fbef3d06c4e1bb34624f4c2338215_25)] | | |

| [Item [removed: 4.](#i3d825451e79040748e484b266d61da3e_28)] [added: 4.](#i010fbef3d06c4e1bb34624f4c2338215_28)] | | | [Mine Safety [removed: Disclosures](#i3d825451e79040748e484b266d61da3e_28)] [added: Disclosures](#i010fbef3d06c4e1bb34624f4c2338215_28)] | | | [removed: [25](#i3d825451e79040748e484b266d61da3e_28)] [added: [25](#i010fbef3d06c4e1bb34624f4c2338215_28)] | | |

| [Item [removed: 5.](#i3d825451e79040748e484b266d61da3e_34)] [added: 5.](#i010fbef3d06c4e1bb34624f4c2338215_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3d825451e79040748e484b266d61da3e_34)] [added: Securities](#i010fbef3d06c4e1bb34624f4c2338215_34)] | | | [removed: [26](#i3d825451e79040748e484b266d61da3e_34)] [added: [26](#i010fbef3d06c4e1bb34624f4c2338215_34)] | | |

| [Item [removed: 6.](#i3d825451e79040748e484b266d61da3e_37)] [added: 6.](#i010fbef3d06c4e1bb34624f4c2338215_37)] | | | [removed: [\[Reserved\]](#i3d825451e79040748e484b266d61da3e_37)] [added: [\[Reserved\]](#i010fbef3d06c4e1bb34624f4c2338215_37)] | | | [removed: [27](#i3d825451e79040748e484b266d61da3e_37)] [added: [27](#i010fbef3d06c4e1bb34624f4c2338215_37)] | | |

| [Item [removed: 7.](#i3d825451e79040748e484b266d61da3e_40)] [added: 7.](#i010fbef3d06c4e1bb34624f4c2338215_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3d825451e79040748e484b266d61da3e_40)] [added: Operations](#i010fbef3d06c4e1bb34624f4c2338215_40)] | | | [removed: [28](#i3d825451e79040748e484b266d61da3e_40)] [added: [28](#i010fbef3d06c4e1bb34624f4c2338215_40)] | | |

| [Item [removed: 7A.](#i3d825451e79040748e484b266d61da3e_43)] [added: 7A.](#i010fbef3d06c4e1bb34624f4c2338215_43)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3d825451e79040748e484b266d61da3e_43)] [added: Risk](#i010fbef3d06c4e1bb34624f4c2338215_43)] | | | [removed: [56](#i3d825451e79040748e484b266d61da3e_43)] [added: [54](#i010fbef3d06c4e1bb34624f4c2338215_43)] | | |

| [Item [removed: 8.](#i3d825451e79040748e484b266d61da3e_46)] [added: 8.](#i010fbef3d06c4e1bb34624f4c2338215_46)] | | | [Financial Statements and Supplementary [removed: Data](#i3d825451e79040748e484b266d61da3e_46)] [added: Data](#i010fbef3d06c4e1bb34624f4c2338215_46)] | | | [removed: [56](#i3d825451e79040748e484b266d61da3e_46)] [added: [55](#i010fbef3d06c4e1bb34624f4c2338215_46)] | | |

| [Item [removed: 9.](#i3d825451e79040748e484b266d61da3e_49)] [added: 9.](#i010fbef3d06c4e1bb34624f4c2338215_49)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3d825451e79040748e484b266d61da3e_49)] [added: Disclosure](#i010fbef3d06c4e1bb34624f4c2338215_49)] | | | [removed: [56](#i3d825451e79040748e484b266d61da3e_49)] [added: [55](#i010fbef3d06c4e1bb34624f4c2338215_49)] | | |

| [Item [removed: 9A.](#i3d825451e79040748e484b266d61da3e_52)] [added: 9A.](#i010fbef3d06c4e1bb34624f4c2338215_52)] | | | [Controls and [removed: Procedures](#i3d825451e79040748e484b266d61da3e_52)] [added: Procedures](#i010fbef3d06c4e1bb34624f4c2338215_52)] | | | [removed: [57](#i3d825451e79040748e484b266d61da3e_52)] [added: [55](#i010fbef3d06c4e1bb34624f4c2338215_52)] | | |

| [Item [removed: 9B.](#i3d825451e79040748e484b266d61da3e_55)] [added: 9B.](#i010fbef3d06c4e1bb34624f4c2338215_55)] | | | [Other [removed: Information](#i3d825451e79040748e484b266d61da3e_55)] [added: Information](#i010fbef3d06c4e1bb34624f4c2338215_55)] | | | [removed: [57](#i3d825451e79040748e484b266d61da3e_55)] [added: [55](#i010fbef3d06c4e1bb34624f4c2338215_55)] | | |

| [Item [removed: 9C.](#i3d825451e79040748e484b266d61da3e_58)] [added: 9C.](#i010fbef3d06c4e1bb34624f4c2338215_58)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i3d825451e79040748e484b266d61da3e_58)] [added: Inspections.](#i010fbef3d06c4e1bb34624f4c2338215_58)] | | | [removed: [58](#i3d825451e79040748e484b266d61da3e_58)] [added: [55](#i010fbef3d06c4e1bb34624f4c2338215_58)] | | |

| [Part [removed: III:](#i3d825451e79040748e484b266d61da3e_61)] [added: III:](#i010fbef3d06c4e1bb34624f4c2338215_61)] | | | | | | | | |

| [Item [removed: 10.](#i3d825451e79040748e484b266d61da3e_64)] [added: 10.](#i010fbef3d06c4e1bb34624f4c2338215_64)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3d825451e79040748e484b266d61da3e_64)] [added: Governance](#i010fbef3d06c4e1bb34624f4c2338215_64)] | | | [removed: [59](#i3d825451e79040748e484b266d61da3e_64)] [added: [56](#i010fbef3d06c4e1bb34624f4c2338215_64)] | | |

| [Item [removed: 11.](#i3d825451e79040748e484b266d61da3e_67)] [added: 11.](#i010fbef3d06c4e1bb34624f4c2338215_67)] | | | [Executive [removed: Compensation](#i3d825451e79040748e484b266d61da3e_67)] [added: Compensation](#i010fbef3d06c4e1bb34624f4c2338215_67)] | | | [removed: [59](#i3d825451e79040748e484b266d61da3e_67)] [added: [56](#i010fbef3d06c4e1bb34624f4c2338215_67)] | | |

| [Item [removed: 12.](#i3d825451e79040748e484b266d61da3e_70)] [added: 12.](#i010fbef3d06c4e1bb34624f4c2338215_70)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3d825451e79040748e484b266d61da3e_70)] [added: Matters](#i010fbef3d06c4e1bb34624f4c2338215_70)] | | | [removed: [59](#i3d825451e79040748e484b266d61da3e_70)] [added: [56](#i010fbef3d06c4e1bb34624f4c2338215_70)] | | |

| [Item [removed: 13.](#i3d825451e79040748e484b266d61da3e_73)] [added: 13.](#i010fbef3d06c4e1bb34624f4c2338215_73)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3d825451e79040748e484b266d61da3e_73)] [added: Independence](#i010fbef3d06c4e1bb34624f4c2338215_73)] | | | [removed: [59](#i3d825451e79040748e484b266d61da3e_73)] [added: [56](#i010fbef3d06c4e1bb34624f4c2338215_73)] | | |

| [Item [removed: 14.](#i3d825451e79040748e484b266d61da3e_76)] [added: 14.](#i010fbef3d06c4e1bb34624f4c2338215_76)] | | | [Principal Accounting Fees and [removed: Services](#i3d825451e79040748e484b266d61da3e_76)] [added: Services](#i010fbef3d06c4e1bb34624f4c2338215_76)] | | | [removed: [59](#i3d825451e79040748e484b266d61da3e_76)] [added: [56](#i010fbef3d06c4e1bb34624f4c2338215_76)] | | |

| [Item [removed: 15.](#i3d825451e79040748e484b266d61da3e_82)] [added: 15.](#i010fbef3d06c4e1bb34624f4c2338215_82)] | | | [Exhibits, Financial Statement [removed: Schedules](#i3d825451e79040748e484b266d61da3e_82)] [added: Schedules](#i010fbef3d06c4e1bb34624f4c2338215_82)] | | | [removed: [60](#i3d825451e79040748e484b266d61da3e_82)] [added: [57](#i010fbef3d06c4e1bb34624f4c2338215_82)] | | |

| [Item [removed: 16.](#i3d825451e79040748e484b266d61da3e_85)] [added: 16.](#i010fbef3d06c4e1bb34624f4c2338215_85)] | | | [Form 10-K [removed: Summary](#i3d825451e79040748e484b266d61da3e_85)] [added: Summary](#i010fbef3d06c4e1bb34624f4c2338215_85)] | | | [removed: [66](#i3d825451e79040748e484b266d61da3e_85)] [added: [63](#i010fbef3d06c4e1bb34624f4c2338215_85)] | | |

Such statements may address our expectations regarding sales, earnings or other future financial performance and liquidity, other performance measures, product introductions, entry into new geographic regions, information technology initiatives, new methods of sale, our long-term strategy, restructuring and other charges and [removed: and] resulting cost savings, and future operations or operating results.

Although we believe [removed: that] our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, we cannot assure that actual results will not differ materially from our expectations.

| [Part I:](#i010fbef3d06c4e1bb34624f4c2338215_10) | | | | | | | | |

| [I](#i010fbef3d06c4e1bb34624f4c2338215_549755815675)[tem 1C.](#i010fbef3d06c4e1bb34624f4c2338215_549755815675) | | | [C](#i010fbef3d06c4e1bb34624f4c2338215_549755815675)[ybersecurity](#i010fbef3d06c4e1bb34624f4c2338215_549755815675) | | | [23](#i010fbef3d06c4e1bb34624f4c2338215_549755815675) | | |

| [Part II:](#i010fbef3d06c4e1bb34624f4c2338215_31) | | | | | | | | |

| [Part IV:](#i010fbef3d06c4e1bb34624f4c2338215_79) | | | | | | | | |

| | | | | | | | | |

| [Signatures](#i010fbef3d06c4e1bb34624f4c2338215_88) | | | | | | [64](#i010fbef3d06c4e1bb34624f4c2338215_88) | | |

| [Part I:](#i3d825451e79040748e484b266d61da3e_10) | | | | | | | | |

| [Part II:](#i3d825451e79040748e484b266d61da3e_31) | | | | | | | | |

| [Part IV:](#i3d825451e79040748e484b266d61da3e_79) | | | | | | | | |

| [Signatures](#i3d825451e79040748e484b266d61da3e_88) | | | | | | [67](#i3d825451e79040748e484b266d61da3e_88) | | |

Risk Management and Strategy

Our enterprise risk management framework considers cybersecurity risk in conjunction with our other Company risks as part of the overall risk assessment process.

Our enterprise risk management team collaborates with the information security function, led by the Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”), to gather their insights and risk mitigation strategies for managing cybersecurity threats.

This integrated approach helps us assess, identify, and manage cybersecurity risks along with our other operational, financial and strategic risks, assisting in more effectively managing interdependencies among risks and enhancing risk mitigation strategies.

We have implemented a cybersecurity program including processes, technologies, and controls to assess, identify, and manage material risks from cybersecurity threats.

This program includes implementing new technologies to proactively identify and monitor new vulnerabilities and reduce risk, conducting due diligence of third-party vendors’ information security programs, maintaining security policies and standards and regularly updating and testing our response planning and protocols.

We maintain a formal information security training program for employees that includes training on matters such as phishing and email security best practices.

Employees are also required to complete mandatory training on data privacy.

We also have a third-party cybersecurity risk review process, including requiring key third-party service providers to complete initial and periodic security assessments, which prioritizes, monitors and assesses the risks associated with our third-party service provider interactions.

To evaluate and enhance our cybersecurity program, we periodically utilize third-party experts to undertake maturity assessments of the program.

We have also adopted a cybersecurity incident response plan that is designed to effectively identify, analyze, contain, remediate and eradicate, escalate, report, and appropriately document cybersecurity incidents.

The plan also includes a materiality assessment framework that sets forth procedures and escalation protocols to support our assessment of whether a cybersecurity incident is material and subject to SEC reporting requirements.

Such escalation protocols include the involvement of the CISO and other senior leaders across various functions, including finance, legal, privacy and global communications, as appropriate.

We also maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cybersecurity incidents.

We have experienced cybersecurity incidents of varying degrees on our information technology; however, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operation or financial condition.

However, we cannot eliminate all risks and the compromise or interruption of, or damage to, our information technology (including our operational technology and websites) by cybersecurity incidents could have a material negative impact on our business.

For a more detailed discussion of the risks, see *Risks related to Technology and Cybersecurity Matters* within *Item 1A.

Risk Factors*.

Governance

The Audit Committee of the Board of Directors oversees our information security program, which includes oversight of the cybersecurity program and management of cybersecurity risks.

The Audit Committee receives at least semi-annual updates from the CISO, which typically address our cybersecurity strategy, initiatives, key security metrics, business response plans and the evolving cyber threat landscape and a detailed threat assessment relating to information technology risks.

At the management level, our cybersecurity program is led by the CISO, who is responsible for assessing and managing material risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.

The CISO is informed about cybersecurity threats and incidents in accordance with the cybersecurity incident response plan as discussed above.

The CISO, who reports to the CIO, regularly provides updates to the Chair of the Audit Committee and Chief Financial Officer.

We also have protocols by which certain cybersecurity incidents are reported promptly to the Chair of the Audit Committee and Chief Financial Officer, as appropriate.

The Company’s CISO has served in various cybersecurity roles for over 20 years, leading a variety of cybersecurity and risk capabilities and also holds multiple cybersecurity certifications such as Certified Information Systems Security Professional, Certified Information Systems Auditor, and Certified in Risk and Information Systems Control.

The following table sets forth our principal owned and leased manufacturing, assembly, research and development (“R&D”) and distribution facilities, some of which include contiguous office space, as well as our principal executive offices, as of August [removed: 11, 2023.][added: 12, 2024.]

| Manufacturing | | | 2 | | | | | | 2 | | | | | | [removed: 2] [added: 4] | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | — | | |

| Distribution | | | — | | | | | | 6 | | | | | | 1 | | | | | | 7 | | | | | | — | | | | | | [removed: 3] [added: 2] | | |

| Manufacturing and R&D | | | 1 | | | | | | [removed: 1] [added: —] | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | 4 | | | | | | [removed: 15] [added: 16] | | | | | | [removed: 5] [added: 6] | | | | | | 7 | | | | | | [removed: —] [added: 1] | | | | | | [removed: 4] [added: 3] | | |

Certain of our manufacturing facilities are utilized primarily for the production of products relating to particular product categories: [added: five for makeup and skin care;] three for makeup; [removed: two] [added: three] for skin care; two for skin care and fragrance; and one for skin care and hair care.

We consider our properties to be generally in good condition and believe [removed: that] our facilities are adequate for our operations and provide sufficient capacity to meet anticipated requirements.

| R&D | | | 1 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| R&D | | | 1 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

In fiscal 2023, four of our primarily makeup facilities also produced a significant volume of skin care products.

In fiscal 2023, we began limited production in our new owned manufacturing facility near Tokyo as we continued construction.

We expect the remainder of the site to be completed and operational in early fiscal 2024, with production levels scaling over the next few years.

In fiscal 2023, we completed construction of a newly leased site for our new Research and Development facility in China.

On August [removed: 17, 2023,] [added: 16, 2024,] a dividend was declared in the amount of $.66 per share on our Class A and Class B Common Stock.

The dividend is payable in cash on September [removed: 15, 2023] [added: 16, 2024] to stockholders of record at the close of business on August [removed: 31, 2023.][added: 30, 2024.]

As of August [removed: 11, 2023,] [added: 12, 2024,] there were [removed: 2,133] [added: 3,431] record holders of Class A Common Stock and 13 record holders of Class B Common Stock.

The following graph compares the cumulative five-year total stockholder return (stock price appreciation plus dividends) on the Company’s Class A Common Stock with the cumulative total return of the S&P 500 Index and the S&P [added: 500] Consumer Staples Index.

The returns are calculated by assuming an investment of $100 in the Class A Common Stock and in each index on June 30, [removed: 2018.][added: 2019.]

][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125024000116/el-20240630_g27.jpg)]

| April 2024 | | | | | | 843 | | | | | | $ | 144.47 | | | | | — | | | | | | 25,073,242 | | |

| May 2024 | | | | | | 1,601 | | | | | | 136.32 | | | | | | — | | | | | | 25,073,242 | | |

| June 2024 | | | | | | 3,117 | | | | | | 107.36 | | | | | | — | | | | | | 25,073,242 | | |

| | | | | | | 5,561 | | | | | | 121.32 | | | | | | — | | | | | | | | |

| April 2023 | | | | | | 882 | | | | | | $ | 254.82 | | | | | — | | | | | | 25,073,242 | | |

| May 2023 | | | | | | 1,089 | | | | | | 195.53 | | | | | | — | | | | | | 25,073,242 | | |

| June 2023 | | | | | | 65,830 | | | | | | 194.76 | | | | | | — | | | | | | 25,073,242 | | |

| | | | | | | 67,801 | | | | | | 195.56 | | | | | | — | | | | | | | | |

The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have evaluated the effectiveness of our disclosure controls and procedures, and, based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of June 30, [removed: 2023.][added: 2024.]

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal [removed: 2023] [added: 2024] fourth quarter, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K under the Exchange Act.

*Compensatory Arrangements of Certain Officers*

We are reporting the following information regarding our Executive Annual Incentive Plan in this Item 9B in lieu of filing such information on a Current Report on Form 8-K under Item 5.02(e) “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.”

On August 14, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company adopted a new executive annual incentive plan, The Estée Lauder Companies Inc. Executive Annual Incentive Plan (the “Plan”).

Commencing for the Company’s fiscal year beginning July 1, 2023, the Plan replaces the executive annual incentive plan adopted by the Compensation Committee on August 21, 2013 (the “2013 Plan”), which the Company will cease using.

The principal purposes of the Plan are to provide incentives and rewards to the “executive officers” of the Company and to assist the Company in motivating them to achieve the Company’s annual performance goals.

The Plan is administered by the Compensation Committee or such other committee as may be appointed by the Board (the “Committee”).

The Committee, in its discretion, may grant opportunities to executive officers for each fiscal year of the Company as it shall determine.

For purposes of the Plan, “executive officers” means those persons who are denoted as such from time to time by the Company in the Company’s filings with the Securities and Exchange Commission, or those persons as determined by the Board from time to time.

Under the Plan, each participant is granted an annual opportunity for a payment if performance targets are achieved.

Performance targets are based on the nature of the participant’s role and amount of time in that role, achievement of hurdle rates, and targets and/or growth in one or more business criteria that apply to the individual participant, one or more business units or the Company as a whole.

The business criteria may include, individually or in combination: (i) net earnings; (ii) earnings per share; (iii) net sales; (iv) market share; (v) net operating profit; (vi) expense control; (vii) return on invested capital; (viii) operating margin; (ix) return on equity; (x) return on assets; (xi) planning accuracy (as measured by comparing planned results to actual results); (xii) gross margin; (xiii) market price per share; (xiv) total return to stockholders; (xv) ESG measures; and (xvi) any other measure determined by the Committee.

In addition, the annual performance targets may include comparisons to performance at other companies, such performance to be measured by one or more of the foregoing business criteria.

Furthermore, the measurement of performance against targets may exclude or adjust for the impact of certain events or occurrences as set forth in the Plan.

In no event may a participant receive more than $10 million under the Plan on account of any fiscal year.

Payouts pursuant to opportunities granted under the Plan occur following approval by the Committee of achievement.

Payouts are in cash (unless otherwise determined by the Committee) as soon as practicable following approval by the Committee, but not later than December 31 of the calendar year in which the applicable fiscal year ends.

The Committee may determine that the payout of an opportunity or a portion of an opportunity shall be deferred and may also allow voluntary deferrals in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”).

In the event a participant’s employment is terminated prior to the payout of an opportunity previously granted, the Plan provides for payment under certain circumstances as specified in the Plan.

Payouts are subject to repayment by a participant to the Company in accordance with the Company’s recoupment, recovery or clawback policy or policies in effect from time to time.

The Plan is subject to amendment or termination at any time by the Committee but no such action may adversely affect any rights or obligations with respect to any opportunities previously granted under the Plan.

The foregoing brief description of the terms and conditions of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as [Exhibit 10.5a](https://www.sec.gov/Archives/edgar/data/1001250/000100125023000112/a105a_telci-executiveannua.htm) hereto, and is incorporated into this Item by reference.

Business – Information about our Executive Officers,* will be included in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the [removed: “2023] [added: “2024] Proxy Statement”).

The [removed: 2023] [added: 2024] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2023] [added: 2024] and such information is incorporated herein by reference.

The Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities (and related derivative securities) by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement.

The [removed: 2023] [added: 2024] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2023] [added: 2024] and such information is incorporated herein by reference.

The information required by this [removed: Item, not already provided under *Equity Compensation Plan Information* as set forth below,] [added: Item] will be included in the [removed: 2023] [added: 2024] Proxy Statement.

The [removed: 2023] [added: 2024] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2023] [added: 2024] and such information is incorporated herein by reference.

Equity Compensation Plan Information

The following table summarizes the equity compensation plans under which our securities may be issued as of June 30, 2023 and does not include grants made or cancelled and options exercised after such date.

The securities that may be issued consist solely of shares of our Class A Common Stock and all plans were approved by stockholders of the Company.

Equity Compensation Plan Information as of June 30, 2023

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan category | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights(2) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights(3) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)(4) | | |

| Equity compensation plans approved by security holders(1) | | | | | | 10,351,905 | | | | | | $184.41 | | | | | | 10,114,324 | | |

(1)Includes the Amended and Restated Fiscal 2002 Share Incentive Plan (the “2002 Plan”) and the Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Plan”).

(2)Consists of 7,497,084 shares issuable upon exercise of outstanding options, 1,789,851 shares issuable upon conversion of outstanding Restricted Stock Units, 601,845 shares issuable upon conversion of outstanding Performance Share Units (“PSUs”) (assuming maximum payout for unvested PSUs and PSUs vested as of June 30, 2023 pending approval by the Stock Plan Subcommittee of our Board of Directors), 112,680 shares issuable upon conversion of Share Units and 350,445 shares issuable upon conversion of Long-term PSUs, including Price-vested units (“PVUs”).

(3)Calculated based upon outstanding options in respect of 7,497,084 shares of our Class A Common Stock.

(4)The 2002 Plan authorizes the grant of shares and benefits other than stock options.

As of June 30, 2023, there were 9,684,436 shares of Class A Common Stock available for issuance under the 2002 Plan (subject to the approval by the Stock Plan Subcommittee of expected payouts for PSUs vested as of June 30, 2023).

Shares underlying grants cancelled or forfeited under prior plans or agreements may be used for grants under the 2002 Plan.

The Director Plan currently provides for an annual grant of options and stock units to non-employee directors.

As of June 30, 2023, there were 429,888 shares available for issuance under the Director Plan.

If all of the outstanding options, warrants, rights, stock units and share units, as well as the securities available for future issuance, included in the first and third columns in the table above were converted to shares of Class A Common Stock as of June 30, 2023, the total shares of Common Stock outstanding (i.e. Class A plus Class B) would increase 6% to 378,086,144.

Of the outstanding options to purchase 7,497,084 shares of Class A Common Stock, options to purchase 3,354,289 shares have an exercise price less than $196.38, the closing price on June 30, 2023.

Assuming the exercise of only in-the-money options, the total shares outstanding would increase by 1% to 360,974,204.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement.

The [removed: 2023] [added: 2024] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2023] [added: 2024] and such information is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement.

The [removed: 2023] [added: 2024] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2023] [added: 2024] and such information is incorporated herein by reference.

| 4.7 | | | | | | Officers’ Certificate, dated August 2, 2012, defining certain terms of the [removed: 2.350%] [added: 3.700%] Senior Notes due [removed: 2022] [added: 2042] (filed as Exhibit [removed: 4.1] [added: 4.2] to our Current Report on Form 8-K filed on August 2, 2012) (SEC File No. 1-14064).* | | |

| 4.8 | | | | | | Global Note for the [removed: 2.350%] [added: 3.700%] Senior Notes due [removed: 2022] [added: 2042] (filed as Exhibit [removed: 4.3] [added: 4.4] to our Current Report on Form 8-K filed on August 2, 2012) (SEC File No. 1-14064).* | | |

| 4.9 | | | | | | Officers’ Certificate, dated [removed: August 2, 2012,] [added: June 4, 2015,] defining certain terms of the [removed: 3.700%] [added: 4.375%] Senior Notes due [removed: 2042] [added: 2045] (filed as Exhibit [removed: 4.2] [added: 4.1] to our Current Report on Form 8-K filed on [removed: August 2, 2012)] [added: June 4, 2015)] (SEC File No. 1-14064).* | | |

| 4.10 | | | | | | Global Note for the [removed: 3.700%] [added: 4.375%] Senior Notes due [removed: 2042] [added: 2045] (filed as Exhibit [removed: 4.4] [added: 4.2] to our Current Report on Form 8-K filed on [removed: August 2, 2012)] [added: June 4, 2015)] (SEC File No. 1-14064).* | | |

| 4.11 | | | | | | Officers’ Certificate, dated [removed: June 4, 2015,] [added: May 10, 2016,] defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed on [removed: June 4, 2015)] [added: May 10, 2016)] (SEC File No. 1-14064).* | | |

| 4.12 | | | | | | Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit [removed: 4.2] [added: B in Exhibit 4.3] to our Current Report on Form 8-K filed on [removed: June 4, 2015)] [added: May 10, 2016)] (SEC File No. 1-14064).* | | |

| 4.13 | | | | | | Officers’ Certificate, dated [removed: May 10, 2016,] [added: February 9, 2017,] defining certain terms of the [removed: 4.375%] [added: 3.150%] Senior Notes due [removed: 2045] [added: 2027] (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on [removed: May 10, 2016)] [added: February 9, 2017)] (SEC File No. 1-14064).* | | |

| 4.14 | | | | | | [added: Form of] Global Note for the [removed: 4.375%] [added: 3.150%] Senior Notes due [removed: 2045 (filed] [added: 2027 (included] as Exhibit [removed: B] [added: A] in Exhibit 4.3 to our Current Report on Form 8-K filed on [removed: May 10, 2016)] [added: February 9, 2017)] (SEC File No. 1-14064).* | | |

| 4.15 | | | | | | Officers’ Certificate, dated February 9, 2017, defining certain terms of the [removed: 3.150%] [added: 4.150%] Senior Notes due [removed: 2027] [added: 2047] (filed as Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No. 1-14064).* | | |

| 4.16 | | | | | | Form of Global Note for the [removed: 3.150%] [added: 4.150%] Senior Notes due [removed: 2027] [added: 2047] (included as Exhibit A in Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No. 1-14064).* | | |

| 4.17 | | | | | | Officers’ Certificate, dated [removed: February 9, 2017,] [added: November 21, 2019,] defining certain terms of the [removed: 4.150%] [added: 2.000%] Senior Notes due [removed: 2047] [added: 2024] (filed as Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: February 9, 2017)] [added: November 21, 2019)] (SEC File No. 1-14064).* | | |

| 4.18 | | | | | | Form of Global Note for the [removed: 4.150%] [added: 2.000%] Senior Notes due [removed: 2047] [added: 2024] (included as Exhibit A in Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: February 9, 2017)] [added: November 21, 2019)] (SEC File No. 1-14064).* | | |

| 4.19 | | | | | | Officers’ Certificate, dated November 21, 2019, defining certain terms of the [removed: 2.000%] [added: 2.375%] Senior Notes due [removed: 2024] [added: 2029] (filed as Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No. 1-14064).* | | |

| 4.20 | | | | | | Form of Global Note for the [removed: 2.000%] [added: 2.375%] Senior Notes due [removed: 2024] [added: 2029] (included as Exhibit A in Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No. 1-14064).* | | |

| 4.21 | | | | | | Officers’ Certificate, dated November 21, 2019, defining certain terms of the [removed: 2.375%] [added: 3.125%] Senior Notes due [removed: 2029] [added: 2049] (filed as Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No. 1-14064).* | | |

| 4.22 | | | | | | Form of Global Note for the [removed: 2.375%] [added: 3.125%] Senior Notes due [removed: 2029] [added: 2049] (included as Exhibit A in Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No. 1-14064).* | | |

| 4.23 | | | | | | Officers’ Certificate, dated [removed: November 21, 2019,] [added: April 13, 2020,] defining certain terms of the [removed: 3.125%] [added: 2.600%] Senior Notes due [removed: 2049] [added: 2030] (filed as Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: November 21, 2019)] [added: April 13, 2020)] (SEC File No. 1-14064).* | | |

| 4.24 | | | | | | Form of Global Note for the [removed: 3.125%] [added: 2.600%] Senior Notes due [removed: 2049] [added: 2030] (included as Exhibit A in Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: November 21, 2019)] [added: April 13, 2020)] (SEC File No. 1-14064).* | | |

| 4.25 | | | | | | Officers’ Certificate, dated [removed: April 13, 2020,] [added: March 4, 2021,] defining certain terms of the [removed: 2.600%] [added: 1.950%] Senior Notes due [removed: 2030] [added: 2031] (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on [removed: April 13, 2020)] [added: March 4, 2021)] (SEC File No. 1-14064).* | | |

| 4.26 | | | | | | Form of Global Note for the [removed: 2.600%] [added: 1.950%] Senior Notes due [removed: 2030] [added: 2031] (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on [removed: April 13, 2020)] [added: March 4, 2021)] (SEC File No. 1-14064).* | | |

| 4.27 | | | | | | Officers’ Certificate, dated [removed: March 4, 2021,] [added: May 12, 2023,] defining certain terms of the [removed: 1.950%] [added: 4.375%] Senior Notes due [removed: 2031] [added: 2028] (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on [removed: March 4, 2021)] [added: May 12, 2023)] (SEC File No. 1-14064).* | | |

| 4.28 | | | | | | Form of Global Note for the [removed: 1.950%] [added: 4.375%] Senior Notes due [removed: 2031] [added: 2028] (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on [removed: March 4, 2021)] [added: May 12, 2023)] (SEC File No. 1-14064).* | | |

| 4.29 | | | | | | Officers’ Certificate, dated May 12, 2023, defining certain terms of the [removed: 4.375%] [added: 4.650%] Senior Notes due [removed: 2028] [added: 2033] (filed as Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No. 1-14064).* | | |

| 4.30 | | | | | | Form of Global Note for the [removed: 4.375%] [added: 4.650%] Senior Notes due [removed: 2028] [added: 2033] (included as Exhibit A in Exhibit [removed: 4.1] [added: 4.3] to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No. 1-14064).* | | |

| 4.31 | | | | | | Officers’ Certificate, dated May 12, 2023, defining certain terms of the [removed: 4.650%] [added: 5.150%] Senior Notes due [removed: 2033] [added: 2053] (filed as Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No. 1-14064).* | | |

| 4.32 | | | | | | Form of Global Note for the [removed: 4.650%] [added: 5.150%] Senior Notes due [removed: 2033] [added: 2053] (included as Exhibit A in Exhibit [removed: 4.3] [added: 4.5] to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No. 1-14064).* | | |

| 4.33 | | | | | | Officers’ Certificate, dated [removed: May 12, 2023,] [added: February 14, 2024,] defining certain terms of the [removed: 5.150%] [added: 5.000%] Senior Notes due [removed: 2053] [added: 2034] (filed as Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: May 12, 2023)] [added: February 14, 2024)] (SEC File No. 1-14064).* | | |

| 4.34 | | | | | | Form of Global Note for the [removed: 5.150%] [added: 5.000%] Senior Notes due [removed: 2053] [added: 2034] (included as Exhibit A in Exhibit [removed: 4.5] [added: 4.1] to our Current Report on Form 8-K filed on [removed: May 12, 2023)] [added: February 14, 2024)] (SEC File No. 1-14064).* | | |

| 10.5a | | | | | | Executive Annual Incentive Plan [added: (filed as Exhibit 10.5a to our Annual Report on Form 10-K filed on August 18, 2023)] (SEC File No. [removed: 1-14064).†] [added: 1-14064).*†] | | |

| 10.12 | | | | | | Employment Agreement with Peter Jueptner [added: (filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on August 18, 2023)] (SEC File No. [removed: 1-14064).†] [added: 1-14064).*†] | | |

| [removed: 10.13] [added: 10.14] | | | | | | Form of Deferred Compensation Agreement (interest-based) with Outside Directors (filed as Exhibit 10.14 to our Annual Report on Form 10-K filed on September 17, 2001) (SEC File No. 1-14064).*† | | |

| [removed: 10.13a] [added: 10.14a] | | | | | | Form of Deferred Compensation Agreement (interest-based) with Outside Directors (including Election Form) (filed as Exhibit 10.12a to our Annual Report on Form 10-K filed on August 24, 2018) (SEC File No. 1-14064).*† | | |

| [removed: 10.14] [added: 10.15] | | | | | | Form of Deferred Compensation Agreement (stock-based) with Outside Directors (filed as Exhibit 10.15 to our Annual Report on Form 10-K filed on September 17, 2001) (SEC File No. 1-14064).*† | | |

| [removed: 10.14a] [added: 10.15a] | | | | | | Form of Deferred Compensation Agreement (stock-based) with Outside Directors (including Election Form) (filed as Exhibit 10.13a to our Annual Report on Form 10-K filed on August 24, 2018) (SEC File No. 1-14064).*† | | |

| [removed: 10.15] [added: 10.16] | | | | | | The Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan (as amended and restated on November 9, 2007) (filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on November 9, 2007) (SEC File No. 1-14064).*† | | |

| [removed: 10.15a] [added: 10.16a] | | | | | | The Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan (as amended on July 14, 2011) (filed as exhibit 10.15a to our Annual Report on Form 10-K filed on August 22, 2011) (SEC File No. 1-14064).*† | | |

| [removed: 10.15b] [added: 10.16b] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on November 16, 2015) (SEC File No. 1-14064).*† | | |

| [removed: 10.15c] [added: 10.16c] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (as of November 1, 2017) (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 1, 2017) (SEC File No. 1-14064).*† | | |

| [removed: 10.15d] [added: 10.16d] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (as of August 22, 2019) (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on October 31, 2019) (SEC File No. 1-14064).*† | | |

| [removed: 10.15e] [added: 10.16e] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan (as of July 13, 2021) (filed as Exhibit 10.15e to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No. 1-14064).*† | | |

| 10.13 | | | | | | Employment Agreement with Stéphane de La Faverie (SEC File No. 1-14064).† | | |

| 10.13a | | | | | | Employment Agreement with Akhil Shrivastava (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 23, 2024) (SEC File No. 1-14064).*† | | |

| 10.25d | | | | | | Fourth Amendment to Creative Consultant Agreement between Estee Lauder Inc. and Aerin Lauder Zinterhofer effective July 1, 2024.† | | |

| 19.1 | | | | | | The Estée Lauder Companies Inc. Insider Trading Policies. | | |

| | | | | | | | | |

| | | | | | | | | |

| 97.1 | | | | | | The Estée Lauder Companies Inc. Incentive-Based Compensation Recovery Policy (2023 Clawback Policy). | | |

| | | | | | | | | |

| | | | | | | | | |

| 10.18r | | | | | | Form of Non-annual Restricted Stock Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18dd to our Annual Report on Form 10-K filed on August 28, 2020) (SEC File No. 1-14064).*† | | |

| Date: August [removed: 18, 2023] [added: 19, 2024] | | | | | | | | |

| FABRIZIO FREDA* | | | | | | President, Chief Executive Officer and a Director (Principal Executive Officer) | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| WILLIAM P. LAUDER* | | | | | | Executive Chairman and a Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| [removed: LEONARD A.] [added: GARY M.] LAUDER* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| CHARLENE BARSHEFSKY* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| ANGELA WEI DONG* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| PAUL J. FRIBOURG* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| JENNIFER HYMAN* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| JANE LAUDER* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| RONALD S. LAUDER* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| ARTURO NUÑEZ* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| RICHARD D. PARSONS* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| LYNN FORESTER DE ROTHSCHILD* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| BARRY S. STERNLICHT* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| JENNIFER TEJADA* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| RICHARD F. ZANNINO* | | | | | | Director | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

| /s/ TRACEY T. TRAVIS | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | August [removed: 18, 2023] [added: 19, 2024] | | |

[removed: THE ESTÉE LAUDER COMPANIES INC.][added: | Net earnings attributable to The Estée Lauder Companies Inc. | | | | | | $ | 390 | | | | | $ | 1,006 | | | | | $ | 2,390 | |]

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i3d825451e79040748e484b266d61da3e_94)] [added: Reporting](#i010fbef3d06c4e1bb34624f4c2338215_94)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_94)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_94)] | | | [removed: [2](#i3d825451e79040748e484b266d61da3e_94)] [added: [2](#i010fbef3d06c4e1bb34624f4c2338215_94)] | | |

| [Report of Independent Registered Public Accounting Firm [removed: (](#i3d825451e79040748e484b266d61da3e_97)PricewaterhouseCoopers LLP[,](#i3d825451e79040748e484b266d61da3e_97)] [added: (](#i010fbef3d06c4e1bb34624f4c2338215_97)PricewaterhouseCoopers LLP[,](#i010fbef3d06c4e1bb34624f4c2338215_97)] New York, New York[, Auditor Firm [removed: ID:](#i3d825451e79040748e484b266d61da3e_97) 238[)](#i3d825451e79040748e484b266d61da3e_97)] [added: ID:](#i010fbef3d06c4e1bb34624f4c2338215_97) 238[)](#i010fbef3d06c4e1bb34624f4c2338215_97)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_97)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_97)] | | | [removed: [3](#i3d825451e79040748e484b266d61da3e_97)] [added: [3](#i010fbef3d06c4e1bb34624f4c2338215_97)] | | |

| [Consolidated Statements of [removed: Earnings](#i3d825451e79040748e484b266d61da3e_103)] [added: Earnings](#i010fbef3d06c4e1bb34624f4c2338215_100)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_103)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_100)] | | | [removed: [6](#i3d825451e79040748e484b266d61da3e_103)] [added: [5](#i010fbef3d06c4e1bb34624f4c2338215_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i3d825451e79040748e484b266d61da3e_106)] [added: Income](#i010fbef3d06c4e1bb34624f4c2338215_103)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_106)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_103)] | | | [removed: [7](#i3d825451e79040748e484b266d61da3e_106)] [added: [6](#i010fbef3d06c4e1bb34624f4c2338215_103)] | | |

| [Consolidated Balance [removed: Sheets](#i3d825451e79040748e484b266d61da3e_109)] [added: Sheets](#i010fbef3d06c4e1bb34624f4c2338215_106)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_109)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_106)] | | | [removed: [8](#i3d825451e79040748e484b266d61da3e_109)] [added: [7](#i010fbef3d06c4e1bb34624f4c2338215_106)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i3d825451e79040748e484b266d61da3e_112)] [added: Interest](#i010fbef3d06c4e1bb34624f4c2338215_109)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_112)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_109)] | | | [removed: [9](#i3d825451e79040748e484b266d61da3e_112)] [added: [8](#i010fbef3d06c4e1bb34624f4c2338215_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3d825451e79040748e484b266d61da3e_115)] [added: Flows](#i010fbef3d06c4e1bb34624f4c2338215_112)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_115)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_112)] | | | [removed: [10](#i3d825451e79040748e484b266d61da3e_115)] [added: [9](#i010fbef3d06c4e1bb34624f4c2338215_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3d825451e79040748e484b266d61da3e_118)] [added: Statements](#i010fbef3d06c4e1bb34624f4c2338215_115)] | | | [removed: [F-](#i3d825451e79040748e484b266d61da3e_118)] [added: [F-](#i010fbef3d06c4e1bb34624f4c2338215_115)] | | | [removed: [11](#i3d825451e79040748e484b266d61da3e_118)] [added: [10](#i010fbef3d06c4e1bb34624f4c2338215_115)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i3d825451e79040748e484b266d61da3e_205)] [added: Accounts](#i010fbef3d06c4e1bb34624f4c2338215_205)] | | | [removed: [S-](#i3d825451e79040748e484b266d61da3e_205)] [added: [S-](#i010fbef3d06c4e1bb34624f4c2338215_205)] | | | [removed: [1](#i3d825451e79040748e484b266d61da3e_205)] [added: [1](#i010fbef3d06c4e1bb34624f4c2338215_205)] | | |

Based on this assessment, the Company’s management has concluded that, as of June 30, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under the heading “Report of Independent Registered Public Accounting Firm.”

[added: |] August [removed: 18,] [added: 17,] 2023 [added: | | | | | | August 31, 2023 | | | | | | September 15, 2023 | | | | | | $ | .66 | |]

We have audited the accompanying consolidated balance sheets of The Estée Lauder Companies Inc. and its subsidiaries (the “Company”) as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of earnings, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended June 30, [removed: 2023] [added: 2024] appearing on page S-1 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Notes [removed: 2] [added: 2, 5] and 6 to the consolidated financial statements, the Company’s consolidated [added: indefinite-lived intangible assets] balance [removed: of goodwill] was [removed: $2,486] [added: $4,107] million as of June 30, [removed: 2023,] [added: 2024,] of which [removed: $304] [added: $2,578] million [removed: relates] [added: and $129 million relate] to the [added: TOM FORD trademark and the] Dr.Jart+ [removed: reporting unit.][added: trademark, respectively.]

Management assesses [removed: goodwill] [added: other indefinite-lived intangible assets] at least annually for impairment as of the beginning of the fiscal fourth quarter or more frequently if certain events or circumstances exist.

The significant assumptions used in these approaches include revenue growth rates and profit margins, terminal values, weighted average cost of capital used to discount future cash [removed: flows,] [added: flows] and [removed: comparable market multiples.][added: royalty rates for trademarks.]

The principal considerations for our determination that performing procedures relating to the [removed: interim goodwill] [added: annual indefinite-lived intangible assets] impairment [removed: assessment -] [added: assessments of the TOM FORD and] Dr.Jart+ [removed: reporting unit] [added: trademarks] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: reporting unit;] [added: trademarks;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth [removed: rates] [added: rates, royalty rates,] and [added: the] weighted average cost of capital; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

| Gary M. Lauder | | | | | | | | | | | | | | |

*Annual Indefinite-Lived Intangible Assets Impairment Assessments – TOM FORD and Dr.Jart+ Trademarks*

Based on the annual impairment testing as of April 1, 2024, management determined that the carrying value of the Dr.Jart+ trademark exceeded its estimated fair value and recorded an impairment charge of $180 million.

As disclosed by management, the estimated fair value of the TOM FORD trademark exceeded its carrying value.

| August 19, 2024 | | | | | |

| Impairment of other intangible assets | | | | | | 180 | | | | | | 207 | | | | | | 241 | | |

| (In millions, except share and per share data) | | | 2024 | | | | | | 2023 | | |

| | | | 18,978 | | | | | | 19,216 | | |

| Purchase of shares from redeemable noncontrolling interest | | | 162 | | | | | | — | | | | | | — | | |

| Purchase of shares from redeemable noncontrolling interest | | | (73) | | | | | | — | | | | | | — | | |

| Purchase of shares from redeemable noncontrolling interest | | | (834) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| Payments for acquired business | | | | | | — | | | | | | — | | | | | | (3) | | |

| Proceeds from issuance of commercial paper (maturities after three months) | | | | | | — | | | | | | 765 | | | | | | — | | |

| Repayments of commercial paper (maturities after three months) | | | | | | (785) | | | | | | — | | | | | | — | | |

| Settlement of cross-currency swaps | | | | | | 18 | | | | | | — | | | | | | — | | |

Cash flows from derivatives are classified within the consolidated statements of cash flows in the same category as the items being hedged.

The cross-currency swap contracts designated as fair value hedges are classified within financing activities.

The foreign currency forward contracts designated as net investment hedges are classified within investing activities, except the portion related to the excluded component which is classified within operating activities.

Cash flows, and their related gains and losses, from the cash flow hedges and derivative instruments not designated as hedging instruments are classified within operating activities.

Costs incurred for website development are capitalized within each applicable development stage as required.

The Company’s largest customer for the year ended June 30, 2024 sells products primarily in China travel retail.

This customer accounted for $206 million, or 12%, and $49 million, or 3%, of the Company's accounts receivable at June 30, 2024 and 2023, respectively.

The Company has certain arrangements with customers whereby it is responsible for shipping and handling through the named place of destination, which occurs after the customer has obtained control.

As a result, the Company has made a policy election that permits us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service.

For these arrangements, the Company accrues all shipping and handling expenses related to the shipped products in the period that the revenue is recognized.

The Company has not recorded any adjustments, as described above, since the acquisition of DECIEM.

On May 31, 2024, the Company purchased the remaining interest of approximately 24% on a fully diluted basis in DECIEM at a contractually calculated amount pursuant to the terms of the net Put (Call) Option, which resulted in the settlement of the redeemable noncontrolling interest and DECIEM stock options for $743 million and $114 million, respectively.

Transaction costs associated with the purchase were $2 million and were recorded as an adjustment to Paid-in capital.

As this purchase did not result in a change in control of DECIEM, the change in ownership interest was accounted for as an equity transaction.

Differences between the balance of the redeemable noncontrolling interest at the date of redemption of the remaining interests and the consideration paid were recognized in Paid-in capital in the accompanying consolidated balance sheets and are not reflected in the accompanying consolidated statements of earnings.

As such, any adjustments in the consideration paid will be recognized in Paid-in capital.

Payments for the acquisition of redeemable noncontrolling interest, inclusive of transaction costs, are classified as financing activities and payments to settle the DECIEM stock option liability are classified within operating activities within the accompanying consolidated statements of cash flows.

As of June 30, 2024, the consideration paid to acquire the remaining interest is subject to the final calculation of the purchase price pursuant to the contract.

Recently Adopted Accounting Standards

Such information is included below within *Note 10 – Supplier Finance Programs*.

FASB ASU No. 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued authoritative guidance to improve reportable segment disclosure requirements.

Companies are required to disclose significant segment expenses by reportable segment if they are regularly provided to the chief operating decision maker (CODM).

Companies are also required to disclose other segment items by reportable segment.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Leonard A. Lauder | | | | | | | | | | | | | | |

| WEI SUN CHRISTIANSON* | | | | | | Director | | | | | | August 18, 2023 | | |

| Wei Sun Christianson | | | | | | | | | | | | | | |

*Interim Goodwill Impairment Assessment - Dr.Jart+ Reporting Unit*

Management concluded that the changes in circumstances in the reporting unit, along with increases in the weighted average cost of capital, triggered the need for an interim impairment review of the Company’s goodwill.

Management completed an interim quantitative impairment test for goodwill as of November 30, 2022.

The fair value of the reporting unit was based upon an equal weighting of the income and market approaches.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Acquisition of 001 Del LLC - Valuation of TOM FORD Trademark Intangible Asset*

As described in Notes 2, 5, and 6 to the consolidated financial statements, on April 28, 2023, the Company acquired 100% of the equity interests in 001 Del LLC, the sole owner of the TOM FORD brand and its related intellectual property.

The acquisition has been accounted for as an asset acquisition as the fair value of the gross assets acquired is concentrated in the value of the TOM FORD trademark intangible asset.

The Company recognizes assets acquired in an asset acquisition based on the cost to the Company on a relative fair value basis.

The total cost of the asset acquisition of $2,578 million was allocated to the TOM FORD trademark intangible asset.

The principal considerations for our determination that performing procedures relating to the valuation of the TOM FORD trademark intangible asset from the acquisition of 001 Del LLC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the trademark intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to terminal value, beauty royalty savings, and weighted average cost of capital; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition, including controls over the valuation of the trademark intangible asset.

These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate; (iii) evaluating the appropriateness of the relief-from-royalty method; (iv) testing the completeness and accuracy of the underlying data used in the method; and (v) evaluating the reasonableness of the significant assumptions used by management related to terminal value, beauty royalty savings, and weighted average cost of capital.

Evaluating management’s assumptions related to terminal value and beauty royalty savings involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the brand; (ii) the consistency with external market data and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the weighted average cost of capital significant assumption.

| August 18, 2023 | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 19,216 | | | | | | 18,952 | | |

| Distribution to noncontrolling interest holders | | | — | | | | | | — | | | | | | (6) | | |

| Goodwill, other intangible and long-lived asset impairments | | | | | | 207 | | | | | | 241 | | | | | | 188 | | |

| Changes in fair value of contingent consideration | | | | | | — | | | | | | — | | | | | | (2) | | |

| Proceeds from purchase price refund | | | | | | — | | | | | | — | | | | | | 32 | | |

| Payments for acquired businesses, net of cash acquired | | | | | | — | | | | | | (3) | | | | | | (1,065) | | |

| Payments of contingent consideration | | | | | | — | | | | | | — | | | | | | (2) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company also enters into foreign currency forward contracts to hedge a portion of its net investment in certain foreign operations, which are designated as net investment hedges.

The Company originally acquired a minority interest in DECIEM in June 2017.

As part of the increase in the Company's investment, the Company was granted the right to purchase (“Call Option”), and granted the remaining investors a right to sell to the Company (“Put Option”), the remaining interests after a three-year period, with a purchase price based on the future performance of DECIEM (the “net Put (Call) Option”).

See *Note 5 – Business and Asset Acquisitions* for additional information regarding the redeemable noncontrolling interest.

Government Assistance

The Company recognizes amounts received from government assistance programs as a reduction to cost of sales or operating expenses in the consolidated statements of earnings when there is reasonable assurance the Company will receive the amount and has met the conditions, if any, required by the government assistance program.

Beginning in the second half of fiscal 2020, many governments in locations where the Company operates announced programs to assist employers whose businesses were impacted by the COVID-19 pandemic, including programs that provide rebates to incentivize employers to maintain employees on payroll who were unable to work for their usual number of hours.

During fiscal 2022 and 2021, the Company qualified for and recorded $12 million and $84 million, respectively, in government assistance, which reduced Selling, general and administrative expenses by $9 million and $78 million, respectively, and Cost of sales by $3 million and $6 million, respectively.

In fiscal 2023, the impact from government assistance programs was not material to the consolidated statement of earnings.

Annual disclosures, excluding the rollforward information, need to be provided in interim periods within the initial year of adoption.