Estée Lauder (EL) 10-K risk factor changes: FY2025 vs FY2024

Our business may also be adversely affected by risks and uncertainties not presently known to us or that we currently believe to be [removed: immaterial.][added: not material.]

If any of the events contemplated by the following discussion of risks should occur or other risks arise or develop, our business, which includes [added: (a)] our prospects, [added: (b) our] financial [removed: condition and] [added: condition, (c) our] results of operations, [added: (d) our reputation, and (e)] the trading prices of our [removed: securities and our reputation,] [added: securities,] may be adversely affected.

The beauty business is highly competitive, and if we are unable to compete effectively our [removed: results] [added: business] will suffer.

Some competitors have greater resources than we do, others are newer companies [removed: (some] [added: (such as Indie Brands, some of which are] backed by private-equity investors), and some are competing in distribution channels where we are less represented.

Our [removed: Company has a well-recognized and strong] reputation [removed: that] could be negatively impacted by social media and many other 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 inability to continue to compete effectively in key countries around the world (e.g., [removed: China)] [added: China or the United States)] could have a material adverse effect on our business.

Our inability to anticipate and respond to market trends and changes in consumer preferences could adversely affect our [removed: financial results.][added: business.]

We must continually work to develop, manufacture and market new products, maintain and adapt our [removed: “High-Touch” services] [added: selling, advertising, promotional and other consumer engagement activities] to existing and emerging distribution channels, maintain and enhance the recognition of our brands, achieve a favorable mix of products, successfully manage our inventories, and modernize and refine our approach as to how and where we market and sell our products.

If we are unable to anticipate and respond to challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, our [removed: financial results] [added: business] will suffer.

In addition, from time to time, sales growth or profitability may be concentrated in a relatively small number of our brands, channels [removed: or countries (e.g., China).][added: and/or countries.]

Achieving our long-term strategy will require investment in new capabilities, brands, categories, distribution channels, supply chain facilities, technologies and emerging and more mature geographic [removed: markets (e.g., China).][added: markets.]

[removed: Acquisitions and] [added: Acquisitions,] divestitures [added: and other strategic actions] may expose us to additional risks.

We continuously review acquisition and strategic [removed: investment] opportunities that would expand our current product offerings, our distribution channels, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities.

There can be no assurance we will be able to identify these strategic [removed: actions] [added: actions, be the successful bidder,] and consummate such transactions on favorable [removed: terms.][added: terms, or otherwise realize the full intended benefit of such transactions.]

Acquisitions including strategic investments or [removed: alliances] [added: other activities] entail numerous risks, which may include: (i) difficulties in integrating acquired operations or products, including the loss of key employees from, or customers, consumers or suppliers of, acquired businesses; (ii) diversion of management’s attention from our existing businesses; (iii) adverse effects on existing business relationships with suppliers, customers and consumers of ours or the companies in which we invest; (iv) adverse impacts of margin and product cost structures different from those of our current mix of business; (v) reputational risks associated with the activities of the businesses that we acquire or in which we invest; and (vi) risks of entering distribution channels, categories or markets in which we have limited or no prior experience.

If required, [removed: the] [added: any] financing for these transactions [removed: could] [added: would] result in an increase in our indebtedness, dilute the interests of our stockholders or both.

We are required at least annually, or as facts and circumstances exist, to test goodwill and other intangible assets with indefinite lives to determine if impairment has [removed: occurred.][added: occurred, as well as assess the recoverability of other intangible assets, and have recorded goodwill and other intangible asset impairment charges in each of the last few fiscal years.]

Our failure to achieve the long-term plan for acquired businesses, as well as any other adverse consequences associated with our acquisition, divestiture and [removed: investment] [added: strategic] activities, could have a material adverse effect on our business.

There [removed: is an increased] [added: continues to be a] focus from certain investors, customers, consumers, regulators, employees, and other stakeholders concerning social impact and sustainability and other ESG matters.

From time to time, we announce certain initiatives, including goals and commitments, regarding our focus areas, which include environmental and climate matters; packaging; sourcing; product formulation; social investments; and [removed: inclusion, diversity and equity.][added: inclusion.]

In addition, we could be [removed: criticized for the scope of our initiatives or goals or] perceived as not acting responsibly in connection with these matters.

A general economic downturn, or disruption in business conditions may [added: adversely] affect our business including consumer purchases of discretionary items and/or the financial strength of our customers that are [removed: retailers, which could adversely affect our financial results.][added: retailers.]

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

In addition, disruptions in local or global business conditions, for example, from events such as a pandemic or other health issues, [removed: geo-political] [added: geopolitical] or local conflicts, civil unrest, terrorist attacks, adverse weather conditions, climate changes or seismic events, can have a short-term and, sometimes, long-term impact on consumer spending.

A downturn in the economies of, or continuing recessions in, the countries where we sell our products or a disruption of business conditions in those countries could adversely affect consumer [removed: confidence,] [added: confidence and sentiment,] the financial strength of our retailers and our sales and profitability.

If any financial institutions that are parties to our revolving credit [removed: facility] [added: facilities] or other financing arrangements, such as foreign exchange or interest rate hedging instruments, were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us.

[removed: This risk] [added: These risks] may be exacerbated by the stresses associated with the implementation of our strategic plan and other initiatives, as well as by market conditions.

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

Our global operations are subject to many risks and uncertainties, including: (i) fluctuations in foreign currency exchange rates and the relative costs of operating in different places, which can affect our [removed: results of operations,] [added: business,] the value of our foreign assets, the relative prices at which we and competitors sell products in the same markets, the cost of certain inventory and non-inventory items required in our operations, and the relative prices at which we sell our products in different markets; (ii) foreign or U.S. laws, regulations and policies, including restrictions on trade, immigration and travel, operations, and investments; currency exchange controls; restrictions on imports and exports, including license requirements; tariffs; sanctions; and taxes; (iii) lack of well-established or reliable legal and administrative systems in certain countries in which we operate; (iv) adverse weather conditions and natural disasters; (v) concentration of sales growth or profitability in one or more [removed: countries (e.g., China);] [added: countries;] and (vi) social, economic and geopolitical conditions, such as a pandemic, terrorist attack, war or other military action.

Such risks include industrial accidents, environmental events, strikes and other labor disputes, capacity constraints, disruptions in ingredient, material or packaging supply or availability of natural resources [removed: (e.g.] [added: (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.

As part of our long-term strategy, we are continually looking for opportunities to [removed: provide] [added: improve our] essential business [removed: services in a] [added: services, which includes finding ways to be] more cost-effective [removed: manner.][added: and efficient.]

In some cases, this requires the outsourcing of functions or parts of functions that [added: we believe] can be performed more effectively by external service providers.

In addition, when we transition [added: to, from or between] external service providers, we may experience challenges that could have a material adverse effect on our business.

Changes in laws, regulations and policies [removed: that affect our business] could adversely affect our [removed: financial results.][added: business.]

Changes in these laws, regulations and policies, including the interpretation or enforcement thereof, that affect our business could adversely affect our [removed: financial results.][added: business.]

Disputes and other legal or regulatory proceedings could adversely affect our [removed: financial results.][added: business.]

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

As part of our normal business activities, we [removed: collect and] [added: collect, maintain, transmit,] store [added: and otherwise process] certain information that is confidential, proprietary or otherwise sensitive, including personal information of consumers, customers, suppliers, service providers and employees.

As of August [removed: 12, 2024,] [added: 13, 2025,] 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, four members of the Lauder family are on our Board of [removed: Directors (three of whom are executive officers).][added: Directors.]

The beauty business can change rapidly due to consumer preferences and industry trends.

Our Company has a well-recognized and strong reputation and our ability to maintain our reputation is critical to our business.

In addition, the assumptions we use to evaluate acquisition opportunities have in the past, and may in the future, prove to be inaccurate, and intended benefits may not be realized.

In addition, we could be criticized for the scope of our initiatives or goals by stakeholders who support these initiatives or those that oppose them.

We use AI, and challenges with properly managing its use could have an adverse impact on our business.

We are using AI solutions, including machine learning and generative AI tools, to assist in the development of our products, engage with consumers, and in the use of internal tools that support our business.

These applications may become increasingly important in our operations over time.

This emerging technology presents risks inherent in its use, including risks related to harmful content, inaccuracies, hallucinations, bias or discrimination, and intellectual property infringement.

In addition, the use of AI may increase cybersecurity and data privacy risks, such as intended, unintended, or inadvertent access to, transmission, or leakage of proprietary or sensitive information.

These risks may become more pronounced as organizational reliance on AI increases.

No assurance can be made that the usage of AI will assist us in being more efficient in all cases.

Our competitors or other third parties may incorporate AI into their business, services, and products more rapidly or more successfully than us, which could hinder our ability to compete effectively and adversely affect our business.

The technologies underlying AI and their use cases are rapidly developing, and it is not possible to predict all the legal, reputational, operational or technological risks related to the use of AI.

While new AI initiatives, laws, and regulations are emerging and evolving, uncertainty will remain, and our obligation to comply with the evolving regulatory landscape could entail significant costs, negatively affect our business, or limit our ability to incorporate certain AI capabilities into our business.

For example, tariffs imposed on goods we import into the United States and/or tariffs on goods we import into other countries could have a material adverse effect on our business, as could geopolitical tensions involving countries that are key markets for us, or where we manufacture our products or source ingredients.

We have had, and may continue to have, changes to senior management and the composition of our Board of Directors, and we are still in the process of implementing a change in our organizational design, including through Beauty Reimagined and our Profit Recovery and Growth Plan (“PRGP”).

Transition periods accompanying changes in leadership and changes due to business reorganization may result in uncertainty, impact business performance and strategies and retention of personnel.

As we restructure our workforce from time to time, the risk of potential employment-related claims and disputes may also increase, resulting in potential reputational harm, costs, losses, and other liabilities.

Competition for employees can be intense, and although many of our key personnel have signed non-compete agreements, it is possible that these agreements would be unenforceable, in whole or in part, in some jurisdictions, permitting employees in those jurisdictions to work for our competitors.

The failure of one or more such providers to deliver the expected services, provide them on a timely basis or to provide them at the prices or service levels that we expect, the failure of one or more of such providers to meet our performance standards and expectations, including with respect to data security, compliance with laws, disruptions arising from the transition of functions to an outsourcing provider, or the costs incurred in returning these outsourced functions to being performed under our management and direct control, could have a material adverse effect on our business.

Such incidents have also caused, and may in the future cause, disruption to parts of our business operations and result in various expenses for investigation, remediation and other related matters.

Competition for employees can be intense.

These include certain information technology, supply chain, finance and human resource functions.

The failure of one or more such providers to deliver the expected services, provide them on a timely basis or to provide them at the prices we expect may have a material adverse effect on our business.

As we disclosed on July 18, 2023, and as noted in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, an unauthorized third party gained access to some of our systems and data (including unauthorized acquisition of such data), which caused disruption to parts of our business operations and resulted in various expenses for investigation, remediation and other related matters.

The following table is a comparative summary of operating results for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023, for our product categories] and [added: geographic regions and] reflects the basis of presentation described in *Item 8.

Financial Statements and Supplementary Data – Note 2 – Summary of Significant Accounting Policies* and *Note 24 – Segment Data* and *Related [removed: Information*] [added: Information*,] for [added: our product categories that meet the definition of reportable segments, for] all periods presented.

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

| | | | | | | Year Ended June [removed: 30] [added: 30,] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| (In millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Skin Care | | | | | | $ | [removed: 7,908] [added: 6,962] | | | | | $ | [removed: 8,249] [added: 7,908] | | | | | $ | [removed: 9,902] [added: 8,249] | |

| Makeup | | | | | | [removed: 4,470] [added: 4,205] | | | | | | [removed: 4,532] [added: 4,470] | | | | | | [removed: 4,670] [added: 4,532] | | |

| Fragrance | | | | | | [removed: 2,487] [added: 2,491] | | | | | | [removed: 2,451] [added: 2,487] | | | | | | [removed: 2,491] [added: 2,451] | | |

| Hair Care | | | | | | [removed: 629] [added: 565] | | | | | | [removed: 652] [added: 629] | | | | | | [removed: 631] [added: 652] | | |

| Other | | | | | | [removed: 115] [added: 100] | | | | | | [removed: 53] [added: 115] | | | | | | [removed: 47] [added: 53] | | |

| | | | | | | [removed: 15,609] [added: 14,323] | | | | | | [removed: 15,937] [added: 15,609] | | | | | | [removed: 17,741] [added: 15,937] | | |

| Returns associated with restructuring and other activities | | | | | | [removed: (1)] [added: 3] | | | | | | [removed: (27)] [added: (1)] | | | | | | [removed: (4)] [added: (27)] | | |

| Net sales | | | | | | $ | [removed: 15,608] [added: 14,326] | | | | | $ | [removed: 15,910] [added: 15,608] | | | | | $ | [removed: 17,737] [added: 15,910] | |

| By [added: Geographic] Region(1): | | | | | | | | | | | | | | | | | | | | |

| The Americas | | | | | | $ | [removed: 4,581] [added: 4,411] | | | | | $ | [removed: 4,518] [added: 4,581] | | | | | $ | [removed: 4,623] [added: 4,518] | |

| Europe, the Middle East & Africa | | | | | | [removed: 6,140] [added: 5,375] | | | | | | [removed: 6,225] [added: 6,140] | | | | | | [removed: 7,681] [added: 6,225] | | |

| Asia/Pacific | | | | | | [removed: 4,888] [added: 4,537] | | | | | | [removed: 5,194] [added: 4,888] | | | | | | [removed: 5,437] [added: 5,194] | | |

| OPERATING [removed: INCOME (LOSS)] [added: (LOSS) INCOME] | | | | | | | | | | | | | | | | | | | | |

| Skin Care | | | | | | $ | [removed: 735] [added: 574] | | | | | $ | [removed: 1,277] [added: 735] | | | | | $ | [removed: 2,776] [added: 1,277] | |

| Fragrance | | | | | | [removed: 265] [added: (378)] | | | | | | [removed: 370] [added: 265] | | | | | | [removed: 441] [added: 370] | | |

| Hair Care | | | | | | [removed: (52)] [added: (41)] | | | | | | [removed: (36)] [added: (52)] | | | | | | [removed: (28)] [added: (36)] | | |

| Other | | | | | | [removed: 53] [added: (13)] | | | | | | [removed: 4] [added: 53] | | | | | | [removed: (1)] [added: 4] | | |

| | | | | | | [removed: 1,094] [added: (299)] | | | | | | [removed: 1,594] [added: 1,094] | | | | | | [removed: 3,314] [added: 1,594] | | |

| Charges associated with restructuring and other activities | | | | | | [removed: (124)] [added: (486)] | | | | | | [removed: (85)] [added: (124)] | | | | | | [removed: (144)] [added: (85)] | | |

| Operating [added: (loss)] income | | | | | | $ | [removed: 970] [added: (785)] | | | | | $ | [removed: 1,509] [added: 970] | | | | | $ | [removed: 3,170] [added: 1,509] | |

| The Americas | | | | | | $ | [removed: 34] [added: (918)] | | | | | $ | [removed: (73)] [added: 34] | | | | | $ | [removed: 1,159] [added: (73)] | |

| Europe, the Middle East & Africa | | | | | | [removed: 836] [added: 610] | | | | | | [removed: 843] [added: 836] | | | | | | [removed: 1,360] [added: 843] | | |

| Asia/Pacific | | | | | | [removed: 224] [added: 9] | | | | | | [removed: 824] [added: 224] | | | | | | [removed: 795] [added: 824] | | |

| | | | | | | [added: 2025 | | | | | | | | | | | |] 2024 | | | | | | [added: | | | | | |] 2023 | | | | | | [removed: 2022] | | |

| Net sales | | | | | | [added: $ | 14,326 | | | | |] 100.0 | | % | | | | [added: $ | 15,608 | | | | |] 100.0 | | % | | | | [added: $ | 15,910 | | | | |] 100.0 | | % |

| Cost of sales | | | | | | [added: 3,729 | | | | | | 26.0 | | | | | | 4,424 | | | | | |] 28.3 | | | | | | [removed: 28.7] [added: 4,564] | | | | | | [removed: 24.3] [added: 28.7] | | |

| Gross profit | | | | | | [added: 10,597 | | | | | | 74.0 | | | | | | 11,184 | | | | | |] 71.7 | | | | | | [removed: 71.3] [added: 11,346] | | | | | | [removed: 75.7] [added: 71.3] | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Selling, general and administrative | | | | | | [added: 9,456 | | | | | | 66.0 | | | | | | 9,621 | | | | | |] 61.6 | | | | | | [removed: 60.2] [added: 9,575] | | | | | | [removed: 55.7] [added: 60.2] | | |

| Restructuring and other charges | | | | | | [removed: 0.8] [added: 481] | | | | | | [removed: 0.3] [added: 3.4] | | | | | | [added: 122 | | | | | |] 0.8 | | | [added: | | | 55 | | | | | | 0.3 | | |]

| Goodwill impairment | | | | | | [added: 13 | | | | | | 0.1 | | | | | | 291 | | | | | |] 1.9 | | | | | | — | | | | | | — | | |

| Impairment of other intangible [removed: and long-lived] assets | | | | | | [added: 1,273 | | | | | | 8.9 | | | | | | 180 | | | | | |] 1.2 | | | | | | [removed: 1.3] [added: 207] | | | | | | [removed: 1.4] [added: 1.3] | | |

| Total operating expenses | | | | | | [added: 11,382 | | | | | | 79.4 | | | | | | 10,214 | | | | | |] 65.4 | | | | | | [removed: 61.8] [added: 9,837] | | | | | | [removed: 57.9] [added: 61.8] | | |

| Operating [added: (loss)] income | | | | | | [added: (785) | | | | | | (5.5) | | | | | | 970 | | | | | |] 6.2 | | | | | | [removed: 9.5] [added: 1,509] | | | | | | [removed: 17.9] [added: 9.5] | | |

| Interest expense | | | | | | [added: 357 | | | | | | 2.5 | | | | | | 378 | | | | | |] 2.4 | | | | | | [removed: 1.6] [added: 255] | | | | | | [removed: 0.9] [added: 1.6] | | |

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| Talcum litigation settlement agreements | | | | | | 159 | | | | | | 1.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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| | | | | | | 14,323 | | | | | | 15,609 | | | | | | 15,937 | | |

| Makeup | | | | | | (441) | | | | | | 93 | | | | | | (21) | | |

| | | | | | | (299) | | | | | | 1,094 | | | | | | 1,594 | | |

This is primarily due to certain capabilities related to the travel retail business that are centralized in The Americas region and, as such, a component of the operating income generated by this business is transferred to The Americas through an intercompany royalty.

Although there are early signs of stabilization in mainland China, travel retail continues to be weak and challenges persist in the West, including subdued sentiment in the U.S. and Western Europe.

We are continuing to monitor and assess the potential effects of new and existing tariffs in the United States as well as in other markets in which we operate.

These tariffs have led to significant volatility and uncertainty in global markets and difficulty in forecasting demand.

We have implemented and are continuing to implement and consider additional mitigation measures.

The impact was not material to fiscal 2025 profitability and cash flows, however, even if we can minimize some of these impacts, we anticipate higher tariff rates to have an adverse effect on fiscal 2026 profitability and cash flows, and depending on actual rates and countries imposing tariffs such adverse impacts could be material.

With the transition of leadership in the second and third quarters of fiscal 2025, we have embarked on "Beauty Reimagined," a strategic vision which focuses on accelerating best-in-class consumer coverage, creating transformative innovation, boosting consumer-facing investments, fueling sustainable growth through bold efficiencies and reimagining the way we work, including through the expansion of the Profit Recovery and Growth Plan ("PRGP"), as discussed below.

We are also mindful of inflationary pressures (including those caused by tariffs) on our cost base and are monitoring the impact on consumer preferences, the impact of changes being made in the organization, including those related to Beauty Reimagined and the PRGP, as well as the potential impact of changes expected to be made as part of the PRGP on suppliers, retailers and others, and challenges relating to successfully outsourcing select services.

In our outlook, we have made assumptions relating to these and other internal and external factors and challenges.

The estimated tax impact of such legislation has been included in the provision for income taxes for the fiscal year ended June 30, 2025 and was not material.

On July 4, 2025, new U.S tax legislation was enacted.

Known as the One Big Beautiful Bill Act, this legislation includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business tax provisions.

The legislation has multiple effective dates, with certain provisions becoming effective in fiscal 2026.

We are currently evaluating the impact of the new legislation.

We are also monitoring certain provisions in global tax regulations that may expire during fiscal 2026, which, if not extended, could increase our effective tax rate.

In connection with the restructuring program, we estimated a net reduction in the range of approximately 1,800 to 3,000 positions globally, which was about 3-5% of our positions including temporary and part-time employees as of June 30, 2023.

After reviewing additional potential initiatives and the progress of previously approved initiatives, on February 3, 2025, we committed to the expansion of the PRGP, including an expansion of the restructuring program.

The expansion of the overall PRGP is focused on three key areas.

First, we plan to adopt a more competitive approach to procurement, a key pillar of savings, by further consolidating spending and strategically re-evaluating key supplier relationships.

Second, we plan to further improve efficiencies within our supply chain network through a zero-waste approach, aiming to improve demand forecasting and innovation planning to minimize excess inventory and product destruction.

Third, we are outsourcing select services to proven global partners.

The expanded component of the restructuring program began during our fiscal 2025 third quarter with all initiatives to be approved by the end of fiscal 2026.

Specific initiatives under the expanded component of the restructuring program are expected to be substantially completed by the end of fiscal 2027.

The focus of the now expanded restructuring program (now, collectively the “Restructuring Program”) includes (i) reorganization and rightsizing of certain areas and (ii) simplification and acceleration of processes, along with the newly added focus on (i) outsourcing of select services and (ii) evolution of go-to-market footprint and selling models.

This net reduction takes into account the elimination of positions after retraining and redeployment of certain employees in select areas.

We expect that the Restructuring Program will result in restructuring and other charges totaling between $1,200 million and $1,600 million, before taxes, consisting of employee-related costs, asset-related costs, contract terminations and other costs associated with implementing these initiatives, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.

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.

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

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

The following table presents certain consolidated earnings data as a percentage of net sales:

| Other income, net | | | | | | — | | | | | | — | | | | | | — | | |

| Net earnings attributable to redeemable noncontrolling interest | | | | | | (0.1) | | | | | | — | | | | | | (0.1) | | |

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 makeup net sales decreased slightly in fiscal 2024, primarily driven by lower net sales from M·A·C, 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 during fiscal 2023, and to a lesser extent, TOM FORD and La Mer, partially offset by higher net sales from Clinique.

- 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.

- Net sales in Europe, the Middle East & Africa decreased slightly in fiscal 2024, primarily reflecting lower net sales from our Asia travel retail business.

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.

- As part of this strategy, we have built a leadership position in the global travel retail channel, that historically allowed us to leverage the robust and growing international passenger traffic.

While the Asia travel retail business continued to be pressured in fiscal 2024, we believe that global travel retail is a long-term growth opportunity.

Travel retail continues to be an important channel for brand building, particularly for those consumers who experience our brands for the first time while traveling.

We continue to expand our strategic presence in travel retail across duty-free locations primarily in airports and downtown stores and increasingly through online retail.

As examples, we engage consumers at the airport through pop-up activations in non-traditional commercial areas, and we tailor communications and curated assortments for targeted consumer groups.

At the same time, travel retail is susceptible to a number of external factors, including fluctuations in currency exchange rates, changes in regulations or enforcement, and consumers’ willingness and ability to travel and spend.

- We continue to support e-commerce sites of our own, collaborate with our retailers on their e-commerce sites, and sell through select third-party online malls.

We believe our success in the channel is a result of adapting our strategy to meet local market and cultural needs.

We also continue to develop and implement omnichannel concepts, virtual try-on tools and compelling content to deliver an integrated consumer experience and better serve consumers as they shop across channels.

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.

Net sales from Israel and the Middle East accounted for approximately 2% of consolidated net sales in each of fiscal 2023 and fiscal 2024.

We plan to build upon and leverage our history of outstanding creativity and innovation, high quality products and services, and engaging communications while investing for long-term sustainable growth.

For example, the geopolitical tensions between the United States and China could have a material adverse effect on our business.

The Estée Lauder Companies Inc., founded in 1946 by Estée and Joseph Lauder, is one of the world’s leading manufacturers, marketers and sellers of quality skin care, makeup, fragrance and hair care [removed: products, and is a steward of luxury and prestige brands globally.][added: products.]

We are [removed: also] the [removed: global] [added: exclusive worldwide] licensee [removed: of the] [added: for fragrances, cosmetics, skin care and/or related products for] AERIN, [removed: BALMAIN] [added: BALMAIN,] and Dr. Andrew [removed: Weil brand names for fragrances and cosmetics.][added: Weil.]

[removed: In addition,] [added: We operate as a wholesaler, with] our products [removed: are] sold in brick-and-mortar [removed: retail stores,] [added: locations and on various e-commerce platforms,] including [added: those operated by] department stores, [added: duty-free retailers,] specialty-multi retailers, [added: online pure players,] upscale perfumeries and [removed: pharmacies] [added: pharmacies,] and 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: 12, 2024,] [added: 13, 2025,] 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: FY25 Final .jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125025000099/el-20250630_g1.jpg)]

These products include moisturizers, serums, cleansers, toners, [added: eye care,] body care, exfoliators, acne and oil correctors, facial masks and sun care products.

[removed: Makeup -] Our full array of makeup products includes [added: foundations, powders, concealers and setting sprays,] lipsticks, lip [added: liners and lip] glosses, [added: and] mascaras, [removed: foundations,] eyeshadows and [removed: powders.][added: eyeliners.]

The fragrances are sold in various forms, including [added: parfum,] eau de [removed: parfum sprays] [added: parfum, eau de toilette, eau de cologne,] and [removed: colognes,] [added: body spray,] as well as lotions, [removed: powders,] creams, [added: powders,] candles and soaps that are based on a particular fragrance.

[added: Other -] The other category [removed: also] includes royalty revenue from our licensing of the TOM FORD trademark to third parties since our fiscal 2023 acquisition of the TOM FORD [removed: brand.][added: brand as well as sales from ancillary products and services that do not fit within the definitions of skin care, makeup, fragrance, and hair care.]

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

[removed: ][added: ]

| ] [added: UPDATED.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125025000099/el-20250630_g3.jpg)] | | | | | | 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/1001250/000100125025000099/el-20250630_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/1001250/000100125025000099/el-20250630_g7.jpg)] | | | | | | Introduced in 1990, Origins is known for high-performance natural skin care that is “powered by nature and proven by [removed: science.” The brand] [added: science” and] also sells [removed: makeup and] fragrance [removed: products and is distributed primarily through online, specialty-multi and freestanding Origins stores.] [added: products.] 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. [removed: We] [added: After having acquired a majority interest in 1994, 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 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/1001250/000100125025000099/el-20250630_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 layered. Jo Malone London embodies the spirit of gifting generosity and inspires emotional elevation. | | |

| [removed: ] [added: ] | | | | | | Acquired [added: a majority interest] in [removed: 2006,] [added: 2000 (and the remaining interest 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: ] | | | | | | [removed: On April 28,] [added: In 2005, we entered into a license agreement under the TOM FORD brand name and developed, manufactured and distributed luxury fragrances and beauty products. In fiscal] 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. [removed: 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 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/1001250/000100125025000099/el-20250630_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/1001250/000100125025000099/el-20250630_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/1001250/000100125025000099/el-20250630_g21.jpg)] | | | | | | Acquired in 2016, [removed: Kilian Paris] [added: 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/1001250/000100125025000099/el-20250630_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. | | |

| | | | | | |  ] [added: Ordinary.jpg](https://www.sec.gov/Archives/edgar/data/1001250/000100125025000099/el-20250630_g24.jpg) ] | | |

| [removed: ] [added: ] | | | | | | [removed: On May 31, 2024,] [added: After increasing our investment to 76% in 2021,] we purchased the remaining interest in the Deciem Beauty Group Inc. ("DECIEM") [removed: after increasing our investment] in [removed: 2021 to 76%.] [added: 2024.] 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. | | |

Our “Luxury Brands” are La Mer, Jo Malone London, TOM FORD, AERIN Beauty, Le Labo, Editions de Parfums Frédéric [removed: Malle] [added: Malle, KILIAN PARIS] and [removed: Kilian Paris.][added: BALMAIN Beauty.]

Our “Large Brands” are Estée Lauder, La Mer, [removed: M·A·C] [added: Clinique] and [removed: Clinique.][added: M·A·C.]

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

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

Our social impact and sustainability efforts are led by our [removed: Executive Chairman and our] President and Chief Executive Officer.

[removed: As of June 30, 2024, we] [added: We] operated approximately 1,600 freestanding [removed: stores.][added: stores as of June 30, 2025.]

We are a steward of over 20 luxury and prestige brands globally.

Since the initial launch of the Estée Lauder brand in the United States, we have significantly expanded our consumer reach to approximately 150 countries and territories.

Additionally, we operate a direct-to-consumer business across freestanding stores, our brands' websites and third-party online platforms.

In February 2025, we embarked on “Beauty Reimagined,” a strategic vision which focuses on accelerating best-in-class consumer coverage, creating transformative innovation, boosting consumer-facing investments, fueling sustainable growth through bold efficiencies and reimagining the way we work.

Makeup - We offer an extensive array of makeup products across shades and colors.

|  | | | | | | BALMAIN Beauty was established in 2022 through a license from the fashion house Balmain Paris “to celebrate all the beauties of the world, no exceptions.” Building upon an exceptional fashion and fragrance legacy, BALMAIN Beauty launched its first fragrances in fiscal 2025. | | |

We operate as a wholesaler, with our products sold in brick-and-mortar locations and on various e-commerce platforms, including those operated by department stores, duty-free retailers, specialty-multi retailers, online pure players, upscale perfumeries and pharmacies, and top-tier salons and spas.

Additionally, we operate a direct-to-consumer business across freestanding stores, our brands' websites and third-party online platforms.

Our online sites, including our brand.com sites as well as those operated by authorized retailers and through third-party online platforms are in approximately 50 countries, with a majority of these online sales generated in mainland China, the United States and the United Kingdom.

During fiscal 2025, we closed freestanding stores in underperforming areas of our business and opened new freestanding stores where growth opportunities existed.

As we have done historically, we continue to develop our strategy, assess performance and allocate resources by product category and will continue to report results by product category.

To enhance accountability and streamline operations within the organization, as well as to align with our recently announced leadership changes, we have reorganized our geographic regions.

Beginning with the fiscal 2026 first quarter, we will be reporting our fiscal 2026 and comparative fiscal 2025 results by geographic region under the new regional structure.

Our four new geographic regions are:

- The Americas, which will continue to include North America and Latin America;

- Europe, the United Kingdom and Ireland and Emerging Markets ("EUKEM"), which will continue to include the geographic markets of our previously reported Europe, the Middle East & Africa region, will exclude our global travel retail business, and will include our Southeast Asian Emerging Markets, previously reported in our Asia/Pacific region, of Indonesia, Malaysia, the Philippines, Thailand and Vietnam;

- Asia/Pacific, which will continue to include certain geographic markets of our previously reported Asia/Pacific region, such as Japan, Korea, Hong Kong SAR, and Australia, among others, and will also include our global travel retail business, previously reported in our Europe, the Middle East & Africa region; and

- Mainland China, previously reported in our Asia/Pacific region, will now be reported as a separate region.

Our references to North America within this document include the United States and Canada.

Our marketing planning approach focuses on effective and impactful visible advertising spending, optimizing marketing programs, and eliminating low-return activities to accelerate new consumer acquisition.

We also anticipate and monitor emerging platforms, balancing speed to market with brand protection to ensure readiness while safeguarding brand equity.

We are leveraging artificial intelligence (“AI”) across the marketing value chain to enhance personalization at scale, increase speed to market and reduce costs.

As examples, we are using AI to identify insights to inform consumer-centric campaigns, develop and test concepts, and produce creative content.

We believe we are an industry leader in the development of new products, and strive to deliver breakthrough, on-trend and commercial innovation to consumers around the world.

Additionally, in connection with our Profit Recovery and Growth Plan (“PRGP”), we have, and are continuing to focus on our levels of excess inventory and obsolescence and cost efficiencies within our global supply chain network.

Our competitors include L’Oreal S.A.; Unilever; Procter & Gamble; LVMH Moët Hennessey Louis Vuitton; Chanel S.A.; Beiersdorf; Shiseido Company, Ltd.; Coty Inc.; and Puig.

Building a Strong and Inclusive Culture

| Michael Bowes | | | | | | 54 | | | | | | Executive Vice President, Chief People Officer | | |

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

*As of August 13, 2025

Mr. Canevari joined the Company in 2021 as Executive Vice President, Global Supply Chain, and his responsibilities and title changed to Executive Vice President, Chief Value Chain Officer, effective April 2025.

Ms. Webster joined the Company in 2021.

Previously from January 2021 to May 2021, she served as Chief of Staff, Domestic Policy Council, The White House; and from 2018 to 2021, she was Chief Communications Officer, Vox Media, Inc., an independent media company.

Ms. La Lande joined the Company in August 2024.

Previously, from December 2023 to August 2024, she served as Executive Vice President and Chief Legal and Corporate Affairs Officer, at The Kraft Heinz Company, a manufacturer and marketer of food and beverage products.

Ms. La Lande also served in a variety of roles at The Kraft Heinz Company, including as Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer from December 2021 to December 2023; Corporate Secretary from 2018 to May 2022; and as Senior Vice President, Global General Counsel and Head of ESG and Government Affairs from 2018 to December 2021.

The following individuals were appointed as executive officers or have assumed new roles or responsibilities in fiscal 2025:

Mr. Bowes was appointed Executive Vice President, Chief People Officer, effective April 2025.

Previously, he was Senior Vice President, Global Talent from July 2019 to March 2025.

Mr. de La Faverie was appointed President and Chief Executive Officer, effective January 2025.

Our products are sold in approximately 150 countries and territories under a number of well-known brand names including: Estée Lauder, Clinique, Origins, M·A·C, Bobbi Brown Cosmetics, La Mer, Aveda, Jo Malone London, TOM FORD, Too Faced, Dr.Jart+, and The Ordinary.

Each brand is distinctly positioned within the market for cosmetics and other beauty products.

We believe we are a leader in the beauty industry due to the global recognition of our brand names, our excellence in product innovation, our strong position in key geographic markets and the consistently high quality of our products and “High-Touch” services.

We sell our prestige products through distribution channels that complement the luxury image and prestige status of our brands, and we provide “High-Touch” consumer experiences across our distribution channels.

Our products are sold on our own and authorized retailer websites, on third-party online malls, in stores in airports, in duty-free locations and in our own and authorized freestanding stores.

Many of the products are offered in an extensive palette of shades and colors.

Other - We also sell ancillary products and services that do not fit the definition of skin care, makeup, fragrance, and hair care.

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, 2022.

Online, we sell products from most of our brands direct-to-consumer through our brand.com sites and third-party online malls.

We also sell our products wholesale to authorized retailers that resell online through retailer.com and pure-play sites.

Our sites are in approximately 50 countries.

While today a majority of these online sales are generated in mainland China, the United States and the United Kingdom, we continue to expand in other markets globally.

The total reflects the net impact during fiscal 2024 of lease expirations, offset by new door openings.

Most of our creative marketing work is done by in-house teams, in collaboration with external resources, that design and produce the sales materials, social media strategies, advertisements and packaging for products in each brand.

We have opportunities to expand our brand portfolio online around the world, and we continue to invest in omnichannel concepts in the United States, China and other markets to increase brand loyalty by better serving consumers as they shop across channels and travel corridors.

We have dedicated resources to implement creative, coordinated, brand-enhancing strategies across all online activities to increase our direct access to consumers.

We believe we are an industry leader in the development of new products.

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

With our portfolio of diverse brands sold in a variety of channels, we are one of the world’s leading manufacturers, marketers and sellers of skin care, makeup, fragrance and hair care products, and are a steward of luxury and prestige brands globally.

We are the exclusive worldwide licensee for fragrances, cosmetics and/or related products for AERIN, BALMAIN, and Dr. Andrew Weil.

Inclusion, Diversity and Equity

We remain resolute in our commitments to racial equity, with a focus on U.S. operations, including programs related to listening and learning, talent and opportunity, representation, suppliers and investing in change.

We are also committed to gender equity and equitable pay practices, having made significant progress in this respect, and also continue to prioritize cross-generational inclusion and diversity to help cultivate talent within our workforce.

Key topics covered during employee engagement include inclusion, diversity and equity, learning and development, work-life structure, leadership effectiveness, and employee benefits and well-being.

To enhance innovation, productivity and our speed to market, we aim to foster an environment of curiosity and to create a workplace that encourages continuous learning and development.

We offer training and development programs that are focused on strengthening leadership and professional skills at various stages of an employee’s career.

Our programs are offered through in-person, online or virtual learning experiences.

| Carl Haney | | | | | | 61 | | | | | | Executive Vice President, Global Research Product and Innovation Officer | | |

| Peter Jueptner | | | | | | 61 | | | | | | President, International | | |

| Leonard A. Lauder | | | | | | 91 | | | | | | Chairman Emeritus | | |

| William P. Lauder | | | | | | 64 | | | | | | Executive Chairman and a Director | | |

| Michael O’Hare | | | | | | 56 | | | | | | Executive Vice President – Global Human Resources | | |

*As of August 12, 2024.

See below for information regarding expected changes.

Ms. Webster joined the Company in 2021; previously from January 2021 to May 2021, she served as Chief of Staff, Domestic Policy Council, The White House; from 2018 to 2021, she was Chief Communications Officer, Vox Media, Inc., an independent media company; from 2017 to 2018, Ms. Webster was Managing Director for Public Affairs at Emerson Collective, an organization focused on a wide range of initiatives including education, immigration, climate, and cancer research and treatment; and from 2011 to 2017, she served at Bloomberg L.P., a provider of business and financial information and news, in a variety of roles, including the Global Head of Public Affairs.

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.

| | | | For the fiscal year ended June 30, [removed: 2024] [added: 2025] | | |

The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant was approximately [removed: $34] [added: $17] billion at December [removed: 29, 2023] [added: 31, 2024] (the last business day of the registrant’s most recently completed second quarter).*

At August [removed: 12, 2024, 233,177,155] [added: 13, 2025, 234,347,415] 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: 8, 2024] [added: 13, 2025] | | | | | | Part III | | |

| [Item [removed: 1.](#i010fbef3d06c4e1bb34624f4c2338215_13)] [added: 1.](#i103a5eba2e0d4479b71ffd2b43a4959c_13)] | | | [removed: [Business](#i010fbef3d06c4e1bb34624f4c2338215_13)] [added: [Business](#i103a5eba2e0d4479b71ffd2b43a4959c_13)] | | | [removed: [2](#i010fbef3d06c4e1bb34624f4c2338215_13)] [added: [2](#i103a5eba2e0d4479b71ffd2b43a4959c_13)] | | |

| [Item [removed: 1A.](#i010fbef3d06c4e1bb34624f4c2338215_16)] [added: 1A.](#i103a5eba2e0d4479b71ffd2b43a4959c_16)] | | | [Risk [removed: Factors](#i010fbef3d06c4e1bb34624f4c2338215_16)] [added: Factors](#i103a5eba2e0d4479b71ffd2b43a4959c_16)] | | | [removed: [17](#i010fbef3d06c4e1bb34624f4c2338215_16)] [added: [17](#i103a5eba2e0d4479b71ffd2b43a4959c_16)] | | |

| [Item [removed: 1B.](#i010fbef3d06c4e1bb34624f4c2338215_19)] [added: 1B.](#i103a5eba2e0d4479b71ffd2b43a4959c_19)] | | | [Unresolved Staff [removed: Comments](#i010fbef3d06c4e1bb34624f4c2338215_19)] [added: Comments](#i103a5eba2e0d4479b71ffd2b43a4959c_19)] | | | [removed: [23](#i010fbef3d06c4e1bb34624f4c2338215_19)] [added: [24](#i103a5eba2e0d4479b71ffd2b43a4959c_19)] | | |

| [Item [removed: 2.](#i010fbef3d06c4e1bb34624f4c2338215_22)] [added: 2.](#i103a5eba2e0d4479b71ffd2b43a4959c_25)] | | | [removed: [Properties](#i010fbef3d06c4e1bb34624f4c2338215_22)] [added: [Properties](#i103a5eba2e0d4479b71ffd2b43a4959c_25)] | | | [removed: [24](#i010fbef3d06c4e1bb34624f4c2338215_22)] [added: [25](#i103a5eba2e0d4479b71ffd2b43a4959c_25)] | | |

| [Item [removed: 3.](#i010fbef3d06c4e1bb34624f4c2338215_25)] [added: 3.](#i103a5eba2e0d4479b71ffd2b43a4959c_28)] | | | [Legal [removed: Proceedings](#i010fbef3d06c4e1bb34624f4c2338215_25)] [added: Proceedings](#i103a5eba2e0d4479b71ffd2b43a4959c_28)] | | | [removed: [24](#i010fbef3d06c4e1bb34624f4c2338215_25)] [added: [25](#i103a5eba2e0d4479b71ffd2b43a4959c_28)] | | |

| [Item [removed: 4.](#i010fbef3d06c4e1bb34624f4c2338215_28)] [added: 4.](#i103a5eba2e0d4479b71ffd2b43a4959c_31)] | | | [Mine Safety [removed: Disclosures](#i010fbef3d06c4e1bb34624f4c2338215_28)] [added: Disclosures](#i103a5eba2e0d4479b71ffd2b43a4959c_31)] | | | [removed: [25](#i010fbef3d06c4e1bb34624f4c2338215_28)] [added: [26](#i103a5eba2e0d4479b71ffd2b43a4959c_31)] | | |

| [Item [removed: 5.](#i010fbef3d06c4e1bb34624f4c2338215_34)] [added: 5.](#i103a5eba2e0d4479b71ffd2b43a4959c_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i010fbef3d06c4e1bb34624f4c2338215_34)] [added: Securities](#i103a5eba2e0d4479b71ffd2b43a4959c_37)] | | | [removed: [26](#i010fbef3d06c4e1bb34624f4c2338215_34)] [added: [27](#i103a5eba2e0d4479b71ffd2b43a4959c_37)] | | |

| [Item [removed: 6.](#i010fbef3d06c4e1bb34624f4c2338215_37)] [added: 6.](#i103a5eba2e0d4479b71ffd2b43a4959c_40)] | | | [removed: [\[Reserved\]](#i010fbef3d06c4e1bb34624f4c2338215_37)] [added: [\[Reserved\]](#i103a5eba2e0d4479b71ffd2b43a4959c_40)] | | | [removed: [27](#i010fbef3d06c4e1bb34624f4c2338215_37)] [added: [28](#i103a5eba2e0d4479b71ffd2b43a4959c_40)] | | |

| [Item [removed: 7.](#i010fbef3d06c4e1bb34624f4c2338215_40)] [added: 7.](#i103a5eba2e0d4479b71ffd2b43a4959c_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i010fbef3d06c4e1bb34624f4c2338215_40)] [added: Operations](#i103a5eba2e0d4479b71ffd2b43a4959c_43)] | | | [removed: [28](#i010fbef3d06c4e1bb34624f4c2338215_40)] [added: [29](#i103a5eba2e0d4479b71ffd2b43a4959c_43)] | | |

| [Item [removed: 7A.](#i010fbef3d06c4e1bb34624f4c2338215_43)] [added: 7A.](#i103a5eba2e0d4479b71ffd2b43a4959c_46)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i010fbef3d06c4e1bb34624f4c2338215_43)] [added: Risk](#i103a5eba2e0d4479b71ffd2b43a4959c_46)] | | | [removed: [54](#i010fbef3d06c4e1bb34624f4c2338215_43)] [added: [57](#i103a5eba2e0d4479b71ffd2b43a4959c_46)] | | |

| [Item [removed: 8.](#i010fbef3d06c4e1bb34624f4c2338215_46)] [added: 8.](#i103a5eba2e0d4479b71ffd2b43a4959c_49)] | | | [Financial Statements and Supplementary [removed: Data](#i010fbef3d06c4e1bb34624f4c2338215_46)] [added: Data](#i103a5eba2e0d4479b71ffd2b43a4959c_49)] | | | [removed: [55](#i010fbef3d06c4e1bb34624f4c2338215_46)] [added: [57](#i103a5eba2e0d4479b71ffd2b43a4959c_49)] | | |

| [Item [removed: 9.](#i010fbef3d06c4e1bb34624f4c2338215_49)] [added: 9.](#i103a5eba2e0d4479b71ffd2b43a4959c_52)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i010fbef3d06c4e1bb34624f4c2338215_49)] [added: Disclosure](#i103a5eba2e0d4479b71ffd2b43a4959c_52)] | | | [removed: [55](#i010fbef3d06c4e1bb34624f4c2338215_49)] [added: [57](#i103a5eba2e0d4479b71ffd2b43a4959c_52)] | | |

| [Item [removed: 9A.](#i010fbef3d06c4e1bb34624f4c2338215_52)] [added: 9A.](#i103a5eba2e0d4479b71ffd2b43a4959c_55)] | | | [Controls and [removed: Procedures](#i010fbef3d06c4e1bb34624f4c2338215_52)] [added: Procedures](#i103a5eba2e0d4479b71ffd2b43a4959c_55)] | | | [removed: [55](#i010fbef3d06c4e1bb34624f4c2338215_52)] [added: [57](#i103a5eba2e0d4479b71ffd2b43a4959c_55)] | | |

| [Item [removed: 9B.](#i010fbef3d06c4e1bb34624f4c2338215_55)] [added: 9B.](#i103a5eba2e0d4479b71ffd2b43a4959c_58)] | | | [Other [removed: Information](#i010fbef3d06c4e1bb34624f4c2338215_55)] [added: Information](#i103a5eba2e0d4479b71ffd2b43a4959c_58)] | | | [removed: [55](#i010fbef3d06c4e1bb34624f4c2338215_55)] [added: [58](#i103a5eba2e0d4479b71ffd2b43a4959c_58)] | | |

| [Item [removed: 9C.](#i010fbef3d06c4e1bb34624f4c2338215_58)] [added: 9C.](#i103a5eba2e0d4479b71ffd2b43a4959c_61)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i010fbef3d06c4e1bb34624f4c2338215_58)] [added: Inspections](#i103a5eba2e0d4479b71ffd2b43a4959c_61)] | | | [removed: [55](#i010fbef3d06c4e1bb34624f4c2338215_58)] [added: [58](#i103a5eba2e0d4479b71ffd2b43a4959c_61)] | | |

| [Part [removed: III:](#i010fbef3d06c4e1bb34624f4c2338215_61)] [added: III:](#i103a5eba2e0d4479b71ffd2b43a4959c_64)] | | | | | | | | |

| [Item [removed: 10.](#i010fbef3d06c4e1bb34624f4c2338215_64)] [added: 10.](#i103a5eba2e0d4479b71ffd2b43a4959c_67)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i010fbef3d06c4e1bb34624f4c2338215_64)] [added: Governance](#i103a5eba2e0d4479b71ffd2b43a4959c_67)] | | | [removed: [56](#i010fbef3d06c4e1bb34624f4c2338215_64)] [added: [59](#i103a5eba2e0d4479b71ffd2b43a4959c_67)] | | |

| [Item [removed: 11.](#i010fbef3d06c4e1bb34624f4c2338215_67)] [added: 11.](#i103a5eba2e0d4479b71ffd2b43a4959c_70)] | | | [Executive [removed: Compensation](#i010fbef3d06c4e1bb34624f4c2338215_67)] [added: Compensation](#i103a5eba2e0d4479b71ffd2b43a4959c_70)] | | | [removed: [56](#i010fbef3d06c4e1bb34624f4c2338215_67)] [added: [59](#i103a5eba2e0d4479b71ffd2b43a4959c_70)] | | |

| [Item [removed: 12.](#i010fbef3d06c4e1bb34624f4c2338215_70)] [added: 12.](#i103a5eba2e0d4479b71ffd2b43a4959c_73)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i010fbef3d06c4e1bb34624f4c2338215_70)] [added: Matters](#i103a5eba2e0d4479b71ffd2b43a4959c_73)] | | | [removed: [56](#i010fbef3d06c4e1bb34624f4c2338215_70)] [added: [59](#i103a5eba2e0d4479b71ffd2b43a4959c_73)] | | |

| [Item [removed: 13.](#i010fbef3d06c4e1bb34624f4c2338215_73)] [added: 13.](#i103a5eba2e0d4479b71ffd2b43a4959c_76)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i010fbef3d06c4e1bb34624f4c2338215_73)] [added: Independence](#i103a5eba2e0d4479b71ffd2b43a4959c_76)] | | | [removed: [56](#i010fbef3d06c4e1bb34624f4c2338215_73)] [added: [60](#i103a5eba2e0d4479b71ffd2b43a4959c_76)] | | |

| [Item [removed: 14.](#i010fbef3d06c4e1bb34624f4c2338215_76)] [added: 14.](#i103a5eba2e0d4479b71ffd2b43a4959c_79)] | | | [Principal Accounting Fees and [removed: Services](#i010fbef3d06c4e1bb34624f4c2338215_76)] [added: Services](#i103a5eba2e0d4479b71ffd2b43a4959c_79)] | | | [removed: [56](#i010fbef3d06c4e1bb34624f4c2338215_76)] [added: [60](#i103a5eba2e0d4479b71ffd2b43a4959c_79)] | | |

| [Item [removed: 15.](#i010fbef3d06c4e1bb34624f4c2338215_82)] [added: 15.](#i103a5eba2e0d4479b71ffd2b43a4959c_85)] | | | [Exhibits, Financial Statement [removed: Schedules](#i010fbef3d06c4e1bb34624f4c2338215_82)] [added: Schedules](#i103a5eba2e0d4479b71ffd2b43a4959c_85)] | | | [removed: [57](#i010fbef3d06c4e1bb34624f4c2338215_82)] [added: [61](#i103a5eba2e0d4479b71ffd2b43a4959c_85)] | | |

| [Item [removed: 16.](#i010fbef3d06c4e1bb34624f4c2338215_85)] [added: 16.](#i103a5eba2e0d4479b71ffd2b43a4959c_88)] | | | [Form 10-K [removed: Summary](#i010fbef3d06c4e1bb34624f4c2338215_85)] [added: Summary](#i103a5eba2e0d4479b71ffd2b43a4959c_88)] | | | [removed: [63](#i010fbef3d06c4e1bb34624f4c2338215_85)] [added: [68](#i103a5eba2e0d4479b71ffd2b43a4959c_88)] | | |

| [Part I:](#i103a5eba2e0d4479b71ffd2b43a4959c_10) | | | | | | | | |

| [Item 1C.](#i103a5eba2e0d4479b71ffd2b43a4959c_22) | | | [Cybersecurity](#i103a5eba2e0d4479b71ffd2b43a4959c_22) | | | [24](#i103a5eba2e0d4479b71ffd2b43a4959c_22) | | |

| [Part II:](#i103a5eba2e0d4479b71ffd2b43a4959c_34) | | | | | | | | |

| [Part IV:](#i103a5eba2e0d4479b71ffd2b43a4959c_82) | | | | | | | | |

| [Signatures](#i103a5eba2e0d4479b71ffd2b43a4959c_91) | | | | | | [69](#i103a5eba2e0d4479b71ffd2b43a4959c_91) | | |

| [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) | | |

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

The CISO, who reports to the [removed: CIO,] [added: Chief Technology, Data and Analytics Officer,] regularly provides updates to the Chair of the Audit Committee and Chief Financial Officer.

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: 12, 2024.][added: 13, 2025.]

The leases expire at various times through [removed: 2079] [added: 2040] subject to certain renewal options.

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

| Manufacturing and Assembly | | | — | | | | | | [removed: 3] [added: 2] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | 4 | | | | | | [removed: 16] [added: 15] | | | | | | 6 | | | | | | [removed: 7] [added: 6] | | | | | | 1 | | | | | | [removed: 3] [added: 2] | | |

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

On August [removed: 16, 2024,] [added: 19, 2025,] a dividend was declared in the amount of [removed: $.66] [added: $.35] per share on our Class A and Class B Common Stock.

The dividend is payable in cash on September 16, [removed: 2024] [added: 2025] to stockholders of record at the close of business on [removed: August 30, 2024.][added: September 2, 2025.]

As of August [removed: 12, 2024,] [added: 13, 2025,] there were [removed: 3,431] [added: 3,262] record holders of Class A Common Stock and 13 record holders of Class B Common Stock.

| April [removed: 2024] [added: 2025] | | | | | | [removed: 843] [added: —] | | | | | | $ | [removed: 144.47] [added: —] | | | | | — | | | | | | 25,073,242 | | |

| June [removed: 2024] [added: 2025] | | | | | | [removed: 3,117] [added: —] | | | | | | [removed: 107.36] [added: —] | | | | | | — | | | | | | 25,073,242 | | |

The returns are calculated by assuming an investment of $100 in the Class A Common Stock and in each index on June 30, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| May 2025 | | | | | | 3,865 | | | | | | 64.84 | | | | | | — | | | | | | 25,073,242 | | |

| | | | | | | 3,865 | | | | | | 64.84 | | | | | | — | | | | | | | | |

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

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

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: 2024.][added: 2025.]

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: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal [removed: 2024] [added: 2025] 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.

Business – Information about our Executive Officers,* will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: “2024] [added: “2025] Proxy Statement”).

The [removed: 2024] [added: 2025] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2024] [added: 2025] and such information is incorporated herein by reference.

A copy of our Securities Trading Policy is [removed: filed] [added: included] as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement.

The [removed: 2024] [added: 2025] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2024] [added: 2025] and such information is incorporated herein by reference.

The information required by this [removed: Item] [added: Item, not already provided under *Equity Compensation Plan Information* as set forth below,] will be included in the [removed: 2024] [added: 2025] Proxy Statement.

The [removed: 2024] [added: 2025] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2024] [added: 2025] 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, 2025 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, 2025

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

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

| 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) | | | | | | 14,234,962 | | | | | | $175.21 | | | | | | 15,285,363 | | |

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

(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 8,686,470 shares issuable upon exercise of outstanding options, 4,301,768 shares issuable upon conversion of outstanding Restricted Stock Units, 985,340 shares issuable upon conversion of outstanding Performance Share Units (“PSUs”) (assuming maximum payout for unvested PSUs, including those pending approval by the Stock Plan Subcommittee of our Board of Directors), 106,879 shares issuable upon conversion of Share Units and 154,505 shares issuable upon conversion of Long-term PSUs, including Price-vested units (“PVUs”).

(3)Calculated based upon outstanding options in respect of 8,686,470 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, 2025, there were 14,942,974 shares of Class A Common Stock available for issuance under the 2002 Plan (assuming maximum payout for unvested PSUs, including those pending approval by the Stock Plan Subcommittee of our Board of Directors).

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, 2025, there were 342,390 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, 2025, the total shares of Common Stock outstanding (i.e. Class A plus Class B) would increase 8% to 389,287,179.

Of the outstanding options to purchase 8,686,470 shares of Class A Common Stock, options to purchase 580,243 shares have an exercise price less than $80.80, the closing price on June 30, 2025.

Assuming the exercise of only in-the-money options, the total shares outstanding would increase by less than 1% to 360,347,097.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement.

The [removed: 2024] [added: 2025] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2024] [added: 2025] and such information is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2024] [added: 2025] Proxy Statement.

The [removed: 2024] [added: 2025] Proxy Statement will be filed within 120 days after the close of the fiscal year ended June 30, [removed: 2024] [added: 2025] and such information is incorporated herein by reference.

| 3.3 | | | | | | Amended and Restated Bylaws (filed as Exhibit [removed: 3.1] [added: 3.2] to our Current Report on Form 8-K filed on May 23, [removed: 2012)] [added: 2025)] (SEC File No. 1-14064).* | | |

| 10.13 | | | | | | Employment Agreement with Stéphane de La Faverie [added: (filed as Exhibit 10.13 to our Annual Report on Form 10-K filed on August 19, 2024)] (SEC File No. [removed: 1-14064).†] [added: 1-14064).*†] | | |

| [removed: 10.13a] [added: 10.14] | | | | | | 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).*† | | |

| [removed: 10.14] [added: 10.16] | | | | | | 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: 10.14a] [added: 10.16a] | | | | | | 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: 10.15] [added: 10.17] | | | | | | 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: 10.15a] [added: 10.17a] | | | | | | 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: 10.16] [added: 10.18] | | | | | | 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: 10.16a] [added: 10.18a] | | | | | | 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: 10.16b] [added: 10.18b] | | | | | | 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: 10.16c] [added: 10.18c] | | | | | | 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: 10.16d] [added: 10.18d] | | | | | | 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: 10.16e] [added: 10.18e] | | | | | | 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).*† | | |

| [removed: 10.17] [added: 10.19] | | | | | | Summary of Compensation For Non-Employee Directors of the Company (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 1, 2013) (SEC File No. 1-14064).*† | | |

| [removed: 10.17a] [added: 10.19a] | | | | | | Summary of Compensation For Non-Employee Directors of the Company (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 1, 2017) (SEC File No. 1-14064).*† | | |

| [removed: 10.17b] [added: 10.19b] | | | | | | Summary of Compensation For Non-Employee Directors of the Company (filed as Exhibit 10.16b to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No. 1-14064).*† | | |

| [removed: 10.18] [added: 10.20] | | | | | | Form of Stock Option Agreement for Annual Stock Option Grants under Non-Employee Director Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 99.2 to our Registration Statement on Form S-8 filed on November 9, 2007) (SEC File No. 1-14064).*† | | |

| [removed: 10.18a] [added: 10.20a] | | | | | | Form of Stock Option Agreement for Annual Stock Option Grants under the Amended and Restated Non-Employee Director Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on October 31, 2019) (SEC File No. 1-14064).*† | | |

| [removed: 10.19] [added: 10.21] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.17 to our Annual Report on Form 10-K filed on August 17, 2012) (SEC File No. 1-14064).*† | | |

| [removed: 10.19a] [added: 10.21a] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 16, 2015) (SEC File No. 1-14064).*† | | |

| [removed: 10.19b] [added: 10.21b] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.16b to our Annual Report on Form 10-K filed on August 25, 2017) (SEC File No. 1-14064).*† | | |

| [removed: 10.19c] [added: 10.21c] | | | | | | The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 19, 2019) (SEC File No. 1-14064).*† | | |

| [removed: 10.19d] [added: 10.21e] | | | | | | Form of Stock Option Agreement under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit [removed: 10.1] [added: 10.16y] to our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed on [removed: November 2, 2012)] [added: August 20, 2014)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19e] [added: 10.21g] | | | | | | Form of Stock Option Agreement under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit [removed: 10.16y] [added: 10.16m] to our Annual Report on Form 10-K filed on August [removed: 20, 2014)] [added: 25, 2017)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19f] [added: 10.21f] | | | | | | Form of Stock Option Agreement with Fabrizio Freda under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.16z to our Annual Report on Form 10-K filed on August 20, 2014) (SEC File No. 1-14064).*† | | |

| [removed: 10.19g] [added: 10.21h] | | | | | | Form of Stock Option Agreement under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit [removed: 10.16m] [added: 10.17l] to our Annual Report on Form 10-K filed on August [removed: 25, 2017)] [added: 23, 2019)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19h] [added: 10.21o] | | | | | | Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement [added: 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 [removed: 10.17l] [added: 10.18bb] to our Annual Report on Form 10-K filed on August [removed: 23, 2019)] [added: 28, 2020)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19i] [added: 10.21k] | | | | | | Performance Share Unit Award Agreement with Fabrizio Freda [removed: (2018)] under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Notice of Grant) (filed as Exhibit [removed: 10.1] [added: 10.2] to our Current Report on Form 8-K filed on [removed: February 15, 2018)] [added: March 16, 2021)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19j] [added: 10.21i] | | | | | | Form of Performance Share Unit Award Agreement for Employees including 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 10.1 to our Quarterly Report on Form 10-Q filed on November 2, 2020) (SEC File No. 1-14064).*† | | |

| [removed: 10.19k] [added: 10.21j] | | | | | | Price-Vested Unit Award Agreement with Fabrizio Freda under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Notice of Grant) (filed as Exhibit 10.1 to our current Report on Form 8-K filed on March 16, 2021) (SEC File No. 1-14064).*† | | |

| [removed: 10.19l] [added: 10.21l] | | | | | | [added: Form of Non-annual] Performance Share Unit Award Agreement [removed: with Fabrizio Freda] [added: for Executive Officers] under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including [added: Form of] Notice of Grant) (filed as Exhibit [removed: 10.2] [added: 10.18s] to our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: March 16,] [added: August 27,] 2021) (SEC File No. 1-14064).*† | | |

| [removed: 10.19m] [added: 10.21m] | | | | | | Form of [removed: Non-annual] Performance Share Unit Award Agreement for [added: Employees including] 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 [removed: 10.18s] [added: 10.18t] to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No. 1-14064).*† | | |

| [removed: 10.19n] [added: 10.21n] | | | | | | Form of Performance Share Unit Award Agreement for Employees including 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 [removed: 10.18t] [added: 10.3] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed on [removed: August 27, 2021)] [added: February 4, 2025)] (SEC File No. 1-14064).*† | | |

| [removed: 10.19o] [added: 10.21q] | | | | | | Form of [added: 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 [removed: 10.18bb] [added: 10.18dd] to our Annual Report on Form 10-K filed on August 28, 2020) (SEC File No. 1-14064).*† | | |

| [removed: 10.19p] [added: 10.21p] | | | | | | Form of Restricted Stock Unit Award Agreement for Employees other than 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 10.18cc to our Annual Report on Form 10-K filed on August 28, 2020) (SEC File No. 1-14064).*† | | |

| [removed: 10.19q] [added: 10.21s] | | | | | | Form of Non-annual Restricted Stock Unit Award Agreement for [added: Employees including] Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) [removed: (filed as Exhibit 10.18dd to our Annual Report on Form 10-K filed on August 28, 2020)] (SEC File No. [removed: 1-14064).*†] [added: 1-14064).†] | | |

| [removed: 10.20] [added: 10.22] | | | | | | $2.5 Billion Credit Facility, dated as of June 7, 2024 among The Estée Lauder Companies Inc., the Eligible Subsidiaries of the Company, as defined therein, the lenders listed therein, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2024) (SEC File No. 1-14064).* | | |

| [removed: 10.21] [added: 10.23] | | | | | | Services Agreement, dated January 1, 2003, among Estee Lauder Inc., Melville Management Corp., Leonard A. Lauder, and William P. Lauder (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC File No. 1-14064).* | | |

| [removed: 10.21a] [added: 10.23a] | | | | | | Agreement of Sublease, dated May 18, 2022, between Editions de Parfums LLC, Sublandlord and Melville Management Corporation, Subtenant (filed as Exhibit 10.21a to our Annual Report on Form 10-K filed on August 24, 2022) (SEC File No. 1-14064).* | | |

| [removed: 10.22] [added: 10.24] | | | | | | Services Agreement, dated November 22, 1995, between Estee Lauder Inc. and RSL Investment Corp. (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC File No. 1-14064).* | | |

| 10.3c | | | | | | Amendments to The Estee Lauder Companies Retirement Growth Account Plan, as amended and restated effective as of January 1, 2023, as further amended effective January 1, 2025 (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.5b | | | | | | Executive Annual Incentive Plan (SEC File No. 1-14064).† | | |

| 10.9b | | | | | | Second Amendment to Employment Agreement with Fabrizio Freda (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.13a | | | | | | Amended and Restated Employment Agreement with Stéphane de La Faverie (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.15 | | | | | | Employment Agreement with Rashida La Lande (SEC File No. 1-14064).† | | |

| 10.19c | | | | | | Summary of Compensation for Non-Employee Directors of the Company (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No. 1-14064).*† | | |

| 10.21d | | | | | | The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 13, 2024) (SEC File No. 1-14064).*† | | |

| 10.21r | | | | | | Form of Restricted Stock Unit Award Agreement for Employees including Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (SEC File No. 1-14064).† | | |

| 10.21t | | | | | | Form of PRGP Non-annual Restricted Stock Unit Award Agreement for Employees including Executive Officers under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (SEC File No. 1-14064).† | | |

| 19.1 | | | | | | The Estée Lauder Companies Inc. Insider Trading Policies (filed as Exhibit 19.1 to our Annual Report on Form 10-K filed on August 19, 2024) (SEC File No. 1-14064).* | | |

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

| Exhibit Number | | | | | | Description | | |

| | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | [removed: Tracey T. Travis] [added: Akhil Shrivastava] Executive Vice President and Chief Financial Officer | | |

| Date: August [removed: 19, 2024] [added: 20, 2025] | | | | | | | | |

| [removed: FABRIZIO FREDA*] [added: STÉPHANE DE LA FAVERIE*] | | | | | | President, Chief Executive Officer and a Director (Principal Executive Officer) | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| CHARLENE BARSHEFSKY* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| ANGELA WEI DONG* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| PAUL J. FRIBOURG* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| JENNIFER HYMAN* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| GARY M. LAUDER* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| JANE LAUDER* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| ARTURO NUÑEZ* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| RICHARD [removed: D. PARSONS*] [added: F. ZANNINO*] | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| LYNN FORESTER DE ROTHSCHILD* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| BARRY S. STERNLICHT* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| JENNIFER TEJADA* | | | | | | Director | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

| /s/ [removed: TRACEY T. TRAVIS] [added: AKHIL SHRIVASTAVA] | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | August [removed: 19, 2024] [added: 20, 2025] | | |

[removed: Travis] [added: * By signing his name hereto, Akhil Shrivastava] signs this document in the capacities indicated above and on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed herewith.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i010fbef3d06c4e1bb34624f4c2338215_94)] [added: Reporting](#i103a5eba2e0d4479b71ffd2b43a4959c_97)] | | | [removed: [F-](#i010fbef3d06c4e1bb34624f4c2338215_94)] [added: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_97)] | | | [removed: [2](#i010fbef3d06c4e1bb34624f4c2338215_94)] [added: [2](#i103a5eba2e0d4479b71ffd2b43a4959c_97)] | | |

| [Report of Independent Registered Public Accounting Firm [removed: (](#i010fbef3d06c4e1bb34624f4c2338215_97)PricewaterhouseCoopers LLP[,](#i010fbef3d06c4e1bb34624f4c2338215_97)] [added: (](#i103a5eba2e0d4479b71ffd2b43a4959c_100)PricewaterhouseCoopers LLP[,](#i103a5eba2e0d4479b71ffd2b43a4959c_100)] New York, New York[, Auditor Firm [removed: ID:](#i010fbef3d06c4e1bb34624f4c2338215_97) 238[)](#i010fbef3d06c4e1bb34624f4c2338215_97)] [added: ID:](#i103a5eba2e0d4479b71ffd2b43a4959c_100) 238[)](#i103a5eba2e0d4479b71ffd2b43a4959c_100)] | | | [removed: [F-](#i010fbef3d06c4e1bb34624f4c2338215_97)] [added: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_100)] | | | [removed: [3](#i010fbef3d06c4e1bb34624f4c2338215_97)] [added: [3](#i103a5eba2e0d4479b71ffd2b43a4959c_100)] | | |

[removed: | [Consolidated Statements of Earnings](#i010fbef3d06c4e1bb34624f4c2338215_100) | | | [F-](#i010fbef3d06c4e1bb34624f4c2338215_100) | | | [5](#i010fbef3d06c4e1bb34624f4c2338215_100) | | |][added: CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS]

[removed: | [Consolidated Statements of Comprehensive Income](#i010fbef3d06c4e1bb34624f4c2338215_103) | | | [F-](#i010fbef3d06c4e1bb34624f4c2338215_103) | | | [6](#i010fbef3d06c4e1bb34624f4c2338215_103) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME]

| [Consolidated Balance [removed: Sheets](#i010fbef3d06c4e1bb34624f4c2338215_106)] [added: Sheets](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] | | | [removed: [F-](#i010fbef3d06c4e1bb34624f4c2338215_106)] [added: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] | | | [removed: [7](#i010fbef3d06c4e1bb34624f4c2338215_106)] [added: [8](#i103a5eba2e0d4479b71ffd2b43a4959c_109)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i010fbef3d06c4e1bb34624f4c2338215_109)] [added: Interest](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] | | | [removed: [F-](#i010fbef3d06c4e1bb34624f4c2338215_109)] [added: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] | | | [removed: [8](#i010fbef3d06c4e1bb34624f4c2338215_109)] [added: [9](#i103a5eba2e0d4479b71ffd2b43a4959c_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i010fbef3d06c4e1bb34624f4c2338215_112)] [added: Flows](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] | | | [removed: [F-](#i010fbef3d06c4e1bb34624f4c2338215_112)] [added: [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] | | | [removed: [9](#i010fbef3d06c4e1bb34624f4c2338215_112)] [added: [10](#i103a5eba2e0d4479b71ffd2b43a4959c_115)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i010fbef3d06c4e1bb34624f4c2338215_115) | | | [F-](#i010fbef3d06c4e1bb34624f4c2338215_115) | | | [10](#i010fbef3d06c4e1bb34624f4c2338215_115) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i010fbef3d06c4e1bb34624f4c2338215_205)] [added: Accounts](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] | | | [removed: [S-](#i010fbef3d06c4e1bb34624f4c2338215_205)] [added: [S-](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] | | | [removed: [1](#i010fbef3d06c4e1bb34624f4c2338215_205)] [added: [1](#i103a5eba2e0d4479b71ffd2b43a4959c_211)] | | |

Based on this assessment, the Company’s management has concluded that, as of June 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 19,] [added: 16,] 2024 [added: | | | | | | August 30, 2024 | | | | | | September 16, 2024 | | | | | | $ | .66 | |]

To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of The Estée Lauder Companies Inc.

We have audited the accompanying consolidated balance sheets of The Estée Lauder Companies Inc. and its subsidiaries (the “Company”) as of June 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of [added: (loss)] earnings, of comprehensive [added: (loss)] income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended June 30, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended June 30, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] 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: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

*Annual Indefinite-Lived Intangible [removed: Assets] [added: Asset] Impairment Assessments – [removed: TOM FORD and Dr.Jart+] [added: DECIEM] Trademarks*

As described in Notes [removed: 2, 5] [added: 2] and 6 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance was [removed: $4,107] [added: $3,123] million as of June 30, [removed: 2024,] [added: 2025,] of which [removed: $2,578 million and $129] [added: $1,805] million [removed: relate] [added: relates] to the TOM FORD [removed: trademark and the Dr.Jart+ trademark, respectively.][added: trademark.]

Management assesses [removed: 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.

[removed: Based on the annual impairment testing as of April 1, 2024, management determined] [added: Management concluded] that the carrying value of the [removed: Dr.Jart+] [added: TOM FORD] trademark exceeded its estimated fair value and recorded an impairment charge of [removed: $180] [added: $773] million.

[removed: As disclosed by management, the estimated fair] [added: (2) The carrying] value of the [removed: TOM FORD] trademark [removed: exceeded] [added: intangible asset, immediately subsequent to the impairment charge, is equal to] its [removed: carrying] [added: estimated fair] value.

| | | | By | | | /s/ AKHIL SHRIVASTAVA | | |

| Stéphane de La Faverie | | | | | | | | | | | | | | |

| WILLIAM P. LAUDER* | | | | | | Chair of the Board | | | | | | August 20, 2025 | | |

| ERIC L. ZINTERHOFER* | | | | | | Director | | | | | | August 20, 2025 | | |

| Eric L. Zinterhofer | | | | | | | | | | | | | | |

| Akhil Shrivastava | | | | | | | | | | | | | | |

| By | | | /s/ AKHIL SHRIVASTAVA | | |

| | | | Akhil Shrivastava (Attorney-in-Fact) | | |

| [Notes to Consolidated Financial Statements](#i103a5eba2e0d4479b71ffd2b43a4959c_118) | | | [F-](#i103a5eba2e0d4479b71ffd2b43a4959c_118) | | | [11](#i103a5eba2e0d4479b71ffd2b43a4959c_118) | | |

| /s/ Stéphane de La Faverie | | | | | | | | | /s/ Akhil Shrivastava | | | | | |

| Stéphane de La Faverie | | | | | | | | | Akhil Shrivastava | | | | | |

*Interim Indefinite-Lived Intangible Asset Impairment Assessment – TOM FORD Trademark*

Management concluded that the changes in circumstances in the TOM FORD brand, along with increases in the weighted average cost of capital, triggered the need for an interim impairment review of the TOM FORD trademark.

Accordingly, management performed an interim impairment test as of December 31, 2024.

The significant assumptions used in this approach include revenue growth rates and profit margins, terminal value, weighted average cost of capital used to discount future cash flows and a royalty rate.

The principal considerations for our determination that performing procedures relating to the interim indefinite-lived intangible asset impairment assessment of the TOM FORD trademark is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the trademark; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, the royalty rate, and the 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 management’s indefinite-lived intangible asset impairment assessment, including controls over the valuation of the TOM FORD trademark.

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

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 royalty rate and weighted average cost of capital significant assumptions.

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance was $3,123 million as of June 30, 2025, and as disclosed by management, $1,069 million relates to the DECIEM trademarks.

Management assesses 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.

Based on the annual indefinite-lived intangible asset impairment testing as of April 1, 2025, management determined that the estimated fair values of the DECIEM trademarks exceeded their carrying values.

The estimated fair values of the trademark intangible assets were determined utilizing an income approach, specifically the relief-from-royalty method.

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

Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

| August 20, 2025 | | | | | |

| Talcum litigation settlement agreements | | | | | | 159 | | | | | | — | | | | | | — | | |

| (Loss) earnings before income taxes | | | | | | (1,040) | | | | | | 772 | | | | | | 1,397 | | |

| | | | 17,563 | | | | | | 18,978 | | |

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| Proceeds from sale of property, plant and equipment | | | | | | 3 | | | | | | — | | | | | | — | | |

The cross-currency swap contracts designated as net investment hedges are classified within investing activities.

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

| | | | By | | | /s/ TRACEY T. TRAVIS | | |

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

| Fabrizio Freda | | | | | | | | | | | | | | |

| WILLIAM P. LAUDER* | | | | | | Executive Chairman and a Director | | | | | | August 19, 2024 | | |

| RONALD S. LAUDER* | | | | | | Director | | | | | | August 19, 2024 | | |

| Ronald S. Lauder | | | | | | | | | | | | | | |

| Richard D. Parsons | | | | | | | | | | | | | | |

| RICHARD F. ZANNINO* | | | | | | Director | | | | | | August 19, 2024 | | |

| Tracey T. Travis | | | | | | | | | | | | | | |

* By signing her name hereto, Tracey T.

| By | | | /s/ TRACEY T. TRAVIS | | |

| | | | Tracey T. Travis (Attorney-in-Fact) | | |

| /s/ Fabrizio Freda | | | | | | | | | /s/ Tracey T. Travis | | | | | |

| Fabrizio Freda | | | | | | | | | Tracey T. Travis | | | | | |

| August 19, 2024 | | | | | |

| Other income, net | | | | | | — | | | | | | — | | | | | | 1 | | |

| Comprehensive loss (income) attributable to redeemable noncontrolling interest: | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | | | | (19) | | | | | | (4) | | | | | | (11) | | |

| Total comprehensive loss (income) attributable to redeemable noncontrolling interest | | | | | | (2) | | | | | | 10 | | | | | | 14 | | |

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

| Cumulative effect of adoption of new accounting standards | | | — | | | | | | — | | | | | | 121 | | |

| Net earnings attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 7 | | |

| Net earnings attributable to redeemable noncontrolling interest | | | 19 | | | | | | 4 | | | | | | 11 | | |

| Adjustment of redeemable noncontrolling interest to redemption value | | | — | | | | | | — | | | | | | (1) | | |

| Redeemable noncontrolling interest, end of year | | | $ | — | | | | | $ | 832 | | | | | $ | 842 | |

| Gain on previously held equity method investment | | | | | | — | | | | | | — | | | | | | (1) | | |

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

Collectively, these investments were not material to the Company’s consolidated financial statements as of June 30, 2024 and 2023 and are included in Other assets in the accompanying consolidated balance sheets.

Specifically for right-of-use assets, estimated fair value is based on discounting market rent using a real estate discount rate.

The difference between those adjustments is recognized in Selling, general and administrative expense in the accompanying consolidated statements of earnings at the effective date of the termination.

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.

We also enter into arrangements containing other forms of variable consideration, including certain demonstration arrangements, for which the Company does not receive a distinct good or service or for which the Company cannot reasonably estimate the fair value of the good or service.

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

Reference Rate Reform (ASC Topic 848 “ASC 848”)

In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”) and applies to lease and other contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that reference LIBOR or another rate that is expected to be discontinued as a result of reference rate reform.

In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform.

The amendments clarify that for all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC 848.

In December 2022, the FASB issued authoritative guidance to defer the sunset date of ASC 848 from December 31, 2022 to December 31, 2024.