ESTEE LAUDER COMPANIES INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Share Repurchase Program We are authorized by the Board of Directors to repurchase shares of our Class A Common Stock in the open market or in privately negotiated transactions, depending on market conditions and other factors. The following table provides information relating to our repurchase of Class A Common Stock during the referenced periods: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares that May Yet Be Purchased Under the Program (2) October 2021 843,000 $ 314.99 843,000 30,270,737 November 2021 982,985 338.56 650,462 29,620,275 December 2021 775,326 351.21 775,326 28,844,949 2,601,311 334.69 2,268,788 (1) Includes shares that were repurchased by the Company to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements. (2) The Board of Directors has authorized the current repurchase program for up to 80.0 million shares. The total amount was last increased by the Board on October 31, 2018. Our repurchase program does not have an expiration date. Subsequent to December 31, 2021 and as of January 27, 2022, we purchased approximately 0.8 million additional shares of our Class A Common Stock for $273 million pursuant to our share repurchase program. 65 Table of Contents THE ESTÉE LAUDER COMPANIES INC. Item 6. Exhibits. Exhibit Number Description 10.1 $ 2 .5 Billion Credit Facility, dated as of October 2 2 , 20 21 , 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 October 2 2 , 20 21 ) (SEC File No. 1-14064). * 10.2 The Estee Lauder Companies Retirement Growth Account Plan, as amended and restated, effective as of January 1, 2019, as further amended through January 1, 2022 (SEC File No. 1-14064).† 31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO). 31.2 Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO). 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO). (furnished) 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO). (furnished) 101.1 The following materials from The Estée Lauder Companies Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements 104 The cover page from The Estée Lauder Companies Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 is formatted in iXBRL * Incorporated herein by reference. † Exhibit is a management contract or compensatory plan or arrangement. 66 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE ESTÉE LAUDER COMPANIES INC. By: /s/ TRACEY T. TRAVIS Date: February 3, 2022 Tracey T. Travis Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 67