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Item 9A. Controls and Procedures

2026-08-19 compared with 2025-08-20 · 864 added, 1043 removed, 2029 unchanged (48% of the section changed)

8 unchanged sentences

During the fiscal 2026 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.

Disclosure Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

During the fiscal 2026 fourth quarter, the Company made payments of five hundred and twenty-nine U.S.

dollars to maintain its intellectual property rights in Iran, as part of its intellectual property protection efforts, under a specific license granted by the U.S.

Department of Treasury’s Office of Foreign Asset Control (OFAC).

The Company does not generate any revenues or profits from this activity, and plans to continue these activities, as authorized under the specific license.

These trademarks are registered with the Intellectual Property Center of the Islamic Republic of Iran (IPC) through intellectual property counsel and service providers located in the United Arab Emirates and Iran.

The payments were made to IPC at its account at the Central Bank of Iran, which was designated by OFAC as sanctioned under its counterterrorism authority pursuant to Executive Order 13224 on September 20, 2019.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

23 unchanged sentences

(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”).

(2) Consists of 8,646,747 shares issuable upon exercise of outstanding options, 5,460,285 shares issuable upon conversion of outstanding Restricted Stock Units, 795,633 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), and 94,132 shares issuable upon conversion of Share Units.

(3) Calculated based upon outstanding options in respect of 8,646,747 shares of our Class A Common Stock.

17 unchanged sentences

Number Description

3.1 Restated Certificate of Incorporation, dated November 16, 1995 (filed as Exhibit 3.1 to our Annual Report on Form 10-K filed on September 15, 2003) (SEC File No.

3.1a Certificate of Amendment of the Restated Certificate of Incorporation of The Estée Lauder Companies Inc.

(filed as Exhibit 3.1 to our Current Report on Form 8-K filed on November 13, 2012) (SEC File No.

3.2 Certificate of Retirement of $6.50 Cumulative Redeemable Preferred Stock (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on July 19, 2012) (SEC File No.1-14064).*

3.3 Amended and Restated Bylaws (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on May 23, 2025) (SEC File No.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

3.1 Restated Certificate of Incorporation of The Estée Lauder Companies Inc.

(filed as Exhibit 3.1 to our Form 8-K filed on November 18, 2025).*

3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to our Form 8-K filed on May 23, 2025).*

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.1 to our Form 10-K filed on August 20, 2025).*

4.2 Indenture, dated November 5, 1999, between the Company and State Street Bank and Trust Company, N.A.

(filed as Exhibit 4 to Amendment No.

1 to our Registration Statement on Form S-3 (No.

333-85947) filed on November 5, 1999) (SEC File No.

4.3 Officers’ Certificate, dated September 29, 2003, defining certain terms of the 5.75% Senior Notes due 2033 (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on September 29, 2003) (SEC File No.

4.4 Global Note for 5.75% Senior Notes due 2033 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on September 29, 2003) (SEC File No.

4.5 Officers’ Certificate, dated May 1, 2007, defining certain terms of the 6.000% Senior Notes due 2037 (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on May 1, 2007) (SEC File No.

4.6 Global Note for 6.000% Senior Notes due 2037 (filed as Exhibit 4.4 to our Current Report on Form 8-K filed on May 1, 2007) (SEC File No.

Officers’ Certificate, dated August 2, 2012, defining certain terms of the 3.700% Senior Notes due 2042 (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on August 2, 2012) (SEC File No.

Global Note for the 3.700% Senior Notes due 2042 (filed as Exhibit 4.4 to our Current Report on Form 8-K filed on August 2, 2012) (SEC File No.

Officers’ Certificate, dated June 4, 2015, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on June 4, 2015) (SEC File No.

Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on June 4, 2015) (SEC File No.

Officers’ Certificate, dated May 10, 2016, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on May 10, 2016) (SEC File No.

Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit B in Exhibit 4.3 to our Current Report on Form 8-K filed on May 10, 2016) (SEC File No.

Officers’ Certificate, dated February 9, 2017, defining certain terms of the 3.150% Senior Notes due 2027 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No.

Form of Global Note for the 3.150% Senior Notes due 2027 (included as Exhibit A in Exhibit 4.3 to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No.

Officers’ Certificate, dated February 9, 2017, defining certain terms of the 4.150% Senior Notes due 2047 (filed as Exhibit 4.5 to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No.

Form of Global Note for the 4.150% Senior Notes due 2047 (included as Exhibit A in Exhibit 4.5 to our Current Report on Form 8-K filed on February 9, 2017) (SEC File No.

Officers’ Certificate, dated November 21, 2019, defining certain terms of the 2.000% Senior Notes due 2024 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

1 to our Form S-3 (No.

333-85947) filed on November 5, 1999).*

4.3 Officers’ Certificate, dated September 29, 2003, defining certain terms of the 5.75% Senior Notes due 2033 (filed as Exhibit 4.2 to our Form 8-K filed on September 29, 2003).*

4.4 Global Note for 5.75% Senior Notes due 2033 (filed as Exhibit 4.3 to our Form 8-K filed on September 29, 2003).*

4.5 Officers’ Certificate, dated May 1, 2007, defining certain terms of the 6.000% Senior Notes due 2037 (filed as Exhibit 4.2 to our Form 8-K filed on May 1, 2007).*

4.6 Global Note for 6.000% Senior Notes due 2037 (filed as Exhibit 4.4 to our Form 8-K filed on May 1, 2007).*

Officers’ Certificate, dated August 2, 2012, defining certain terms of the 3.700% Senior Notes due 2042 (filed as Exhibit 4.2 to our Form 8-K filed on August 2, 2012).*

Global Note for the 3.700% Senior Notes due 2042 (filed as Exhibit 4.4 to our Form 8-K filed on August 2, 2012).*

Officers’ Certificate, dated June 4, 2015, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.1 to our Form 8-K filed on June 4, 2015).*

Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit 4.2 to our Form 8-K filed on June 4, 2015).*

Officers’ Certificate, dated May 10, 2016, defining certain terms of the 4.375% Senior Notes due 2045 (filed as Exhibit 4.3 to our Form 8-K filed on May 10, 2016).*

Global Note for the 4.375% Senior Notes due 2045 (filed as Exhibit B in Exhibit 4.3 to our Form 8-K filed on May 10, 2016).*

Officers’ Certificate, dated February 9, 2017, defining certain terms of the 3.150% Senior Notes due 2027 (filed as Exhibit 4.3 to our Form 8-K filed on February 9, 2017).*

Form of Global Note for the 3.150% Senior Notes due 2027 (included as Exhibit A in Exhibit 4.3 to our Form 8-K filed on February 9, 2017).*

Officers’ Certificate, dated February 9, 2017, defining certain terms of the 4.150% Senior Notes due 2047 (filed as Exhibit 4.5 to our Form 8-K filed on February 9, 2017).*

Form of Global Note for the 4.150% Senior Notes due 2047 (included as Exhibit A in Exhibit 4.5 to our Form 8-K filed on February 9, 2017).*

4.17 Officers’ Certificate, dated November 21, 2019, defining certain terms of the 2.375% Senior Notes due 2029 (filed as Exhibit 4.3 to our Form 8-K filed on November 21, 2019).*

4.18 Form of Global Note for the 2.375% Senior Notes due 2029 (included as Exhibit A in Exhibit 4.3 to our Form 8-K filed on November 21, 2019).*

4.19 Officers’ Certificate, dated November 21, 2019, defining certain terms of the 3.125% Senior Notes due 2049 (filed as Exhibit 4.5 to our Form 8-K filed on November 21, 2019).*

4.20 Form of Global Note for the 3.125% Senior Notes due 2049 (included as Exhibit A in Exhibit 4.5 to our Form 8-K filed on November 21, 2019).*

Number Description

Form of Global Note for the 2.000% Senior Notes due 2024 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

Officers’ Certificate, dated November 21, 2019, defining certain terms of the 2.375% Senior Notes due 2029 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

Form of Global Note for the 2.375% Senior Notes due 2029 (included as Exhibit A in Exhibit 4.3 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

Officers’ Certificate, dated November 21, 2019, defining certain terms of the 3.125% Senior Notes due 2049 (filed as Exhibit 4.5 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

Form of Global Note for the 3.125% Senior Notes due 2049 (included as Exhibit A in Exhibit 4.5 to our Current Report on Form 8-K filed on November 21, 2019) (SEC File No.

Officers’ Certificate, dated April 13, 2020, defining certain terms of the 2.600% Senior Notes due 2030 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on April 13, 2020) (SEC File No.

Form of Global Note for the 2.600% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on April 13, 2020) (SEC File No.

Officers’ Certificate, dated March 4, 2021, defining certain terms of the 1.950% Senior Notes due 2031 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on March 4, 2021) (SEC File No.

Form of Global Note for the 1.950% Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on March 4, 2021) (SEC File No.

Officers’ Certificate, dated May 12, 2023, defining certain terms of the 4.375% Senior Notes due 2028 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Form of Global Note for the 4.375% Senior Notes due 2028 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Officers’ Certificate, dated May 12, 2023, defining certain terms of the 4.650% Senior Notes due 2033 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Form of Global Note for the 4.650% Senior Notes due 2033 (included as Exhibit A in Exhibit 4.3 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Officers’ Certificate, dated May 12, 2023, defining certain terms of the 5.150% Senior Notes due 2053 (filed as Exhibit 4.5 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Form of Global Note for the 5.150% Senior Notes due 2053 (included as Exhibit A in Exhibit 4.5 to our Current Report on Form 8-K filed on May 12, 2023) (SEC File No.

Officers’ Certificate, dated February 14, 2024, defining certain terms of the 5.000% Senior Notes due 2034 (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on February 14, 2024) (SEC File No.

Form of Global Note for the 5.000% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1 to our Current Report on Form 8-K filed on February 14, 2024) (SEC File No.

10.1 Stockholders’ Agreement, dated November 22, 1995 (filed as Exhibit 10.1 to our Annual Report on Form 10-K filed on September 15, 2003) (SEC File No.

4.21 Officers’ Certificate, dated April 13, 2020, defining certain terms of the 2.600% Senior Notes due 2030 (filed as Exhibit 4.1 to our Form 8-K filed on April 13, 2020).*

4.22 Form of Global Note for the 2.600% Senior Notes due 2030 (included as Exhibit A in Exhibit 4.1 to our Form 8-K filed on April 13, 2020).*

4.23 Officers’ Certificate, dated March 4, 2021, defining certain terms of the 1.950% Senior Notes due 2031 (filed as Exhibit 4.1 to our Form 8-K filed on March 4, 2021).*

4.24 Form of Global Note for the 1.950% Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1 to our Form 8-K filed on March 4, 2021).*

4.25 Officers’ Certificate, dated May 12, 2023, defining certain terms of the 4.375% Senior Notes due 2028 (filed as Exhibit 4.1 to our Form 8-K filed on May 12, 2023).*

4.26 Form of Global Note for the 4.375% Senior Notes due 2028 (included as Exhibit A in Exhibit 4.1 to our Form 8-K filed on May 12, 2023).*

4.27 Officers’ Certificate, dated May 12, 2023, defining certain terms of the 4.650% Senior Notes due 2033 (filed as Exhibit 4.3 to our Form 8-K filed on May 12, 2023).*

4.28 Form of Global Note for the 4.650% Senior Notes due 2033 (included as Exhibit A in Exhibit 4.3 to our Form 8-K filed on May 12, 2023).*

4.29 Officers’ Certificate, dated May 12, 2023, defining certain terms of the 5.150% Senior Notes due 2053 (filed as Exhibit 4.5 to our Form 8-K filed on May 12, 2023).*

4.30 Form of Global Note for the 5.150% Senior Notes due 2053 (included as Exhibit A in Exhibit 4.5 to our Form 8-K filed on May 12, 2023).*

4.31 Officers’ Certificate, dated February 14, 2024, defining certain terms of the 5.000% Senior Notes due 2034 (filed as Exhibit 4.1 to our Form 8-K filed on February 14, 2024).*

4.32 Form of Global Note for the 5.000% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1 to our Form 8-K filed on February 14, 2024).*

10.1 Stockholders’ Agreement, dated November 22, 1995 (filed as Exhibit 10.1 to our Form 10-K filed on September 15, 2003).*

10.1a Amendment No.

1 to Stockholders’ Agreement (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on October 30, 1996) (SEC File No.

1 to Stockholders’ Agreement (filed as Exhibit 10.1 to our Form 10-Q filed on October 30, 1996).*

10.1b Amendment No.

2 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on January 28, 1997) (SEC File No.

2 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Form 10-Q filed on January 28, 1997).*

10.1c Amendment No.

3 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on April 29, 1997) (SEC File No.

3 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Form 10-Q filed on April 29, 1997).*

10.1d Amendment No.

4 to Stockholders’ Agreement (filed as Exhibit 10.1d to our Annual Report on Form 10-K filed on September 18, 2000) (SEC File No.

4 to Stockholders’ Agreement (filed as Exhibit 10.1d to our Form 10-K filed on September 18, 2000).*

10.1e Amendment No.

5 to Stockholders’ Agreement (filed as Exhibit 10.1e to our Annual Report on Form 10-K filed on September 17, 2002) (SEC File No.

5 to Stockholders’ Agreement (filed as Exhibit 10.1e to our Form 10-K filed on September 17, 2002).*

10.1f Amendment No.

6 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on January 27, 2005) (SEC File No.

Number Description

6 to Stockholders’ Agreement (filed as Exhibit 10.2 to our Form 10-Q filed on January 27, 2005).*

10.1g Amendment No.

7 to Stockholders’ Agreement (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on October 30, 2009) (SEC File No.

10.2 Registration Rights Agreement, dated November 22, 1995 (filed as Exhibit 10.2 to our Annual Report on Form 10-K filed on September 15, 2003) (SEC File No.

10.2a First Amendment to Registration Rights Agreement (originally filed as Exhibit 10.3 to our Annual Report on Form 10-K filed on September 10, 1996) (re-filed as Exhibit 10.2a to our Annual Report on Form 10-K filed on August 25, 2017) (SEC File No.

10.2b Second Amendment to Registration Rights Agreement (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on April 29, 1997) (SEC File No.

10.2c Third Amendment to Registration Rights Agreement (filed as Exhibit 10.2c to our Annual Report on Form 10-K filed on September 17, 2001) (SEC File No.

10.2d Fourth Amendment to Registration Rights Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on January 29, 2004) (SEC File No.

10.3 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 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on February 3, 2022) (SEC File No.

10.3a Amendment to amended and restated The Estee Lauder Companies Retirement Growth Account Plan, effective as of May 31, 2022 (filed as Exhibit 10.1 on our Quarterly Report on Form 10-Q filed on May 3, 2022) (SEC File No.

10.3b The Estee Lauder Companies Retirement Growth Account Plan, as amended and restated, effective as of January 1, 2023 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 2, 2023) (SEC File No.

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.

10.4 The Estee Lauder Inc.

Retirement Benefits Restoration Plan (filed as Exhibit 10.5 to our Annual Report on Form 10-K filed on August 20, 2010) (SEC File No.

10.5 Executive Annual Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 14, 2013) (SEC File No.

10.5a Executive Annual Incentive Plan (filed as Exhibit 10.5a to our Annual Report on Form 10-K filed on August 18, 2023) (SEC File No.

Executive Annual Incentive Plan (SEC File No.

10.6 Employment Agreement with Tracey T.

Travis (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 20, 2012) (SEC File No.

10.7 Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.8 to our Annual Report on Form 10-K filed on September 17, 2001) (SEC File No.

10.7a Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.8a to our Annual Report on Form 10-K filed on September 17, 2002) (SEC File No.

10.7b Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on November 17, 2005) (SEC File No.

10.7c Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 5, 2009) (SEC File No.

10.7d Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on October 30, 2009) (SEC File No.

10.7e Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on November 1, 2010) (SEC File No.

10.7f Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.7f to our Annual Report on Form 10-K filed on August 20, 2015) (SEC File No.

7 to Stockholders’ Agreement (filed as Exhibit 10.7 to our Form 10-Q filed on October 30, 2009).*

10.2 Registration Rights Agreement, dated November 22, 1995 (filed as Exhibit 10.2 to our Form 10-K filed on September 15, 2003).*

10.2a First Amendment to Registration Rights Agreement (originally filed as Exhibit 10.3 to our Form 10-K filed on September 10, 1996) (re-filed as Exhibit 10.2a to our Form 10-K filed on August 25, 2017).*

10.2b Second Amendment to Registration Rights Agreement (filed as Exhibit 10.1 to our Form 10-Q filed on April 29, 1997).*

10.2c Third Amendment to Registration Rights Agreement (filed as Exhibit 10.2c to our Form 10-K filed on September 17, 2001).*

Number Description

10.7g Amendment to Employment Agreement with Leonard A.

Lauder (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 1, 2020) (SEC File No.

10.2d Fourth Amendment to Registration Rights Agreement (filed as Exhibit 10.2 to our Form 10-Q filed on January 29, 2004).*

10.3a Amendment to amended and restated The Estee Lauder Companies Retirement Growth Account Plan, effective as of May 31, 2022 (filed as Exhibit 10.1 to our Form 10-Q filed on May 3, 2022).*†

10.3b The Estee Lauder Companies Retirement Growth Account Plan, as amended and restated, effective as of January 1, 2023 (filed as Exhibit 10.1 to our Form 10-Q filed on February 2, 2023).*†

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 Form 10-Q filed on February 4, 2025).*†

10.4 The Estee Lauder Inc.

Retirement Benefits Restoration Plan (filed as Exhibit 10.5 to our Form 10-K filed on August 20, 2010).*†

10.5 Executive Annual Incentive Plan (filed as Exhibit 10.5a to our Form 10-K filed on August 18, 2023).*†

10.5a Executive Annual Incentive Plan (filed as Exhibit 10.5b to our Form 10-K filed on August 20, 2025).*†

10.6 Employment Agreement with William P.

Lauder (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 17, 2010) (SEC File No.

Lauder (filed as Exhibit 10.1 to our Form 8-K filed on September 17, 2010).*†

10.6a Amendment to Employment Agreement with William P.

Lauder (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 27, 2013) (SEC File No.

10.9 Employment Agreement with Fabrizio Freda (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 11, 2011) (SEC File No.

10.9a Amendment to Employment Agreement with Fabrizio Freda and Stock Option Agreements (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 27, 2013) (SEC File No.

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.

10.10 Employment Agreement with Jane Hertzmark Hudis (filed as Exhibit 10.13 to our Annual Report on Form 10-K filed on August 24, 2022) (SEC File No.

10.11 Employment Agreement with Jane Lauder (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 3, 2023) (SEC File No.

10.12 Employment Agreement with Peter Jueptner (filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on August 18, 2023) (SEC File No.

Employment Agreement with Stéphane de La Faverie (filed as Exhibit 10.13 to our Annual Report on Form 10-K filed on August 19, 2024) (SEC File No.

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.

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.

Employment Agreement with Rashida La Lande (SEC File No.

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.

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.

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.

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.

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.

Lauder (filed as Exhibit 10.1 to our Form 8-K filed on February 27, 2013).*†

10.7 Employment Agreement with Jane Hertzmark Hudis (filed as Exhibit 10.13 to our Form 10-K filed on August 24, 2022).*†

10.8 Employment Agreement with Jane Lauder (filed as Exhibit 10.1 to our Form 10-Q filed on May 3, 2023).*†

10.9 Employment Agreement with Stéphane de La Faverie (filed as Exhibit 10.13 to our Form 10-K filed on August 19, 2024).*†

10.9a Amended and Restated Employment Agreement with Stéphane de La Faverie (filed as Exhibit 10.2 to our Form 10-Q filed on February 4, 2025).*†

10.10 Employment Agreement with Akhil Shrivastava (filed as Exhibit 10.1 to our Form 8-K filed on July 23, 2024).*†

10.11 Employment Agreement with Rashida La Lande (filed as Exhibit 10.15 to our Form 10-K filed on August 20, 2025).*†

10.12 Employment Agreement with Roberto Canevari.†

10.13 Form of Deferred Compensation Agreement (interest-based) with Outside Directors (filed as Exhibit 10.14 to our Form 10-K filed on September 17, 2001).*†

10.13a Form of Deferred Compensation Agreement (interest-based) with Outside Directors (including Election Form) (filed as Exhibit 10.12a to our Form 10-K filed on August 24, 2018).*†

10.14 Form of Deferred Compensation Agreement (stock-based) with Outside Directors (filed as Exhibit 10.15 to our Form 10-K filed on September 17, 2001).*†

10.14a Form of Deferred Compensation Agreement (stock-based) with Outside Directors (including Election Form) (filed as Exhibit 10.13a to our Form 10-K filed on August 24, 2018).*†

10.15 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.

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.

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.

Non-Employee Director Share Incentive Plan (as amended and restated on November 9, 2007) (filed as Exhibit 99.1 to our Form S-8 filed on November 9, 2007).*†

10.15a The Estee Lauder Companies Inc.

Non-Employee Director Share Incentive Plan (as amended on July 14, 2011) (filed as Exhibit 10.15a to our Form 10-K filed on August 22, 2011).*†

10.15b The Estée Lauder Companies Inc.

Amended and Restated Non-Employee Director Share Incentive Plan (filed as Exhibit 10.2 to our Form 8-K filed on November 16, 2015).*†

Number Description

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

10.15c 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 Form 10-Q filed on November 1, 2017).*†

10.15d 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 Form 10-Q filed on October 31, 2019).*†

10.15e 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 Form 10-K filed on August 27, 2021).*†

10.16 Summary of Compensation for Non-Employee Directors of the Company (filed as Exhibit 10.4 to our Form 10-Q filed on February 4, 2025).*†

10.17 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 Form S-8 filed on November 9, 2007).*†

10.17a 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 Form 10-Q filed on October 31, 2019).*†

10.18 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.

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 10.16y to our Annual Report on Form 10-K filed on August 20, 2014) (SEC File No.

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.

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 10.16m to our Annual Report on Form 10-K filed on August 25, 2017) (SEC File No.

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 10.17l to our Annual Report on Form 10-K filed on August 23, 2019) (SEC File No.

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.

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.

Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.17 to our Form 10-K filed on August 17, 2012).*†

10.18a The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Form 8-K filed on November 16, 2015).*†

10.18b The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.16b to our Form 10-K filed on August 25, 2017).*†

10.18c The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Form 8-K filed on November 19, 2019).*†

10.18d The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (filed as Exhibit 10.1 to our Form 8-K filed on November 13, 2024).*†

10.18e 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 10.16y to our Form 10-K filed on August 20, 2014).*†

10.18f 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 10.16m to our Form 10-K filed on August 25, 2017).*†

10.18g 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 10.17l to our Form 10-K filed on August 23, 2019).*†

10.18h 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 10.1 to our Form 8-K filed on August 21, 2025).*†

10.18i 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).†

10.18j 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 10.18t to our Form 10-K filed on August 27, 2021).*†

10.18k 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 10.3 to our Form 10-Q filed on February 4, 2025).*†

10.18l Form of Non-annual 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).†

10.18m Form of Restricted Stock Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18bb to our Form 10-K filed on August 28, 2020).*†

Number Description

Performance Share 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 10.2 to our Current Report on Form 8-K filed on March 16, 2021) (SEC File No.

Form of Non-annual Performance Share Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18s to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No.

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 10.18t to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No.

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 10.3 to our Quarterly Report on Form 10-Q filed on February 4, 2025) (SEC File No.

Form of Restricted Stock Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18bb to our Annual Report on Form 10-K filed on August 28, 2020) (SEC File No.

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.

Form of Non-annual Restricted Stock Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18dd to our Annual Report on Form 10-K filed on August 28, 2020) (SEC File No.

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.

Form of 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.

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.

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.

10.18n 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 Form 10-K filed on August 28, 2020).*†

10.18o Form of Non-annual Restricted Stock Unit Award Agreement for Executive Officers under The Estée Lauder Companies Inc.

Amended and Restated Fiscal 2002 Share Incentive Plan (including Form of Notice of Grant) (filed as Exhibit 10.18dd to our Form 10-K filed on August 28, 2020).*†

10.18p 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) (filed as Exhibit 10.21r to our Form 10-K filed on August 20, 2025).*†

10.18q Form of 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) (filed as Exhibit 10.21s to our Form 10-K filed on August 20, 2025).*†

10.18r 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) (filed as Exhibit 10.21t to our Form 10-K filed on August 20, 2025).*†

10.19 $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 Form 8-K filed on June 7, 2024).*

10.20 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.

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.

Lauder (filed as Exhibit 10.2 to our Form 10-Q filed on January 28, 2010).*

10.20a Amended and Restated Services Agreement, dated as of August 18, 2026, by and among Estee Lauder Inc.

and Melville Management Corporation.

10.20b 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 Form 10-K filed on August 24, 2022).*

10.21 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.

(filed as Exhibit 10.3 to our Form 10-Q filed on January 28, 2010).*

10.22 Agreement of Sublease and Guarantee of Sublease, dated April 1, 2005, among Aramis Inc., RSL Management Corp., and Ronald S.

Lauder (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC File No.

First Amendment to Sublease, dated February 28, 2007, between Aramis Inc.

Lauder (filed as Exhibit 10.4 to our Form 10-Q filed on January 28, 2010).*

10.22a First Amendment to Sublease, dated February 28, 2007, between Aramis Inc.

and RSL Management Corp.

(filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC File No.

Number Description

Second Amendment to Sublease, dated January 27, 2010, between Aramis Inc.

(filed as Exhibit 10.5 to our Form 10-Q filed on January 28, 2010).*

10.22b Second Amendment to Sublease, dated January 27, 2010, between Aramis Inc.

and RSL Management Corp.

(filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC File No.

Third Amendment to Sublease, dated November 3, 2010, between Aramis Inc., and RSL Management Corp.

(filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 4, 2011) (SEC File No.

Fourth Amendment to Sublease, dated March 4, 2020, between Aramis Inc.

(filed as Exhibit 10.6 to our Form 10-Q filed on January 28, 2010).*

10.22c Third Amendment to Sublease, dated November 3, 2010, between Aramis Inc.

and RSL Management Corp.

(filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 1, 2020) (SEC File No.

(filed as Exhibit 10.1 to our Form 10-Q filed on February 4, 2011).*

10.22d Fourth Amendment to Sublease, dated March 4, 2020, between Aramis Inc.

and RSL Management Corp.

(filed as Exhibit 10.1 to our Form 10-Q filed on May 1, 2020).*

10.23 Form of Art Loan Agreement between Lender and Estee Lauder Inc.

(filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on January 28, 2010) (SEC file No.

(filed as Exhibit 10.7 to our Form 10-Q filed on January 28, 2010).*

10.24 Creative Consultant Agreement, dated April 6, 2011, between Estee Lauder Inc.

and Aerin Lauder Zinterhofer (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 8, 2011) (SEC File No.

First Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer dated October 28, 2014 (filed as Exhibit 10.23a to our Annual Report on Form 10-K filed on August 20, 2015) (SEC File No.

Second Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2016 (filed as Exhibit 10.23b to our Annual Report on Form 10-K filed on August 24, 2016) (SEC File No.

Third Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2021 (filed as Exhibit 10.24c to our Annual Report on Form 10-K filed on August 27, 2021) (SEC File No.

Fourth Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2024.

(filed as Exhibit 10.25d to our Annual Report on Form 10-K filed on August 19, 2024) (SEC File No.

and Aerin Lauder Zinterhofer (filed as Exhibit 10.1 to our Form 8-K filed on April 8, 2011).*†

10.24a First Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer dated October 28, 2014 (filed as Exhibit 10.23a to our Form 10-K filed on August 20, 2015).*†

10.24b Second Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2016 (filed as Exhibit 10.23b to our Form 10-K filed on August 24, 2016).*†

10.24c Third Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2021 (filed as Exhibit 10.24c to our Form 10-K filed on August 27, 2021).*†

10.24d Fourth Amendment to Creative Consultant Agreement between Estee Lauder Inc.

and Aerin Lauder Zinterhofer effective July 1, 2024 (filed as Exhibit 10.25d to our Form 10-K filed on August 19, 2024).*†

Number Description

10.25 License Agreement, dated April 6, 2011, by and among Aerin LLC, Aerin Lauder Zinterhofer and Estee Lauder Inc.

(filed as Exhibit 10.2 to our Current Report on Form 8-K filed on April 8, 2011) (SEC File No.

First Amendment to the April 6, 2011 License Agreement, dated January 22, 2019, by and among Aerin LLC, Aerin Lauder Zinterhofer and Estee Lauder Inc.

(filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 1, 2019) (SEC File No.

Second Amendment to the April 6, 2011 License Agreement, dated February 22, 2019, by and among Aerin LLC, Aerin Lauder Zinterhofer and Estee Lauder Inc.

(filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 1, 2019) (SEC File No.

(filed as Exhibit 10.2 to our Form 8-K filed on April 8, 2011).*

10.25a First Amendment to the April 6, 2011 License Agreement, dated January 22, 2019, by and among Aerin LLC, Aerin Lauder Zinterhofer and Estee Lauder Inc.

(filed as Exhibit 10.1 to our Form 10-Q filed on May 1, 2019).*

10.25b Second Amendment to the April 6, 2011 License Agreement, dated February 22, 2019, by and among Aerin LLC, Aerin Lauder Zinterhofer and Estee Lauder Inc.

(filed as Exhibit 10.2 to our Form 10-Q filed on May 1, 2019).*

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.

21.1 List of significant subsidiaries.

Insider Trading Policies (filed as Exhibit 19.1 to our Form 10-K filed on August 19, 2024).*

21.1 List of subsidiaries.

23.1 Consent of PricewaterhouseCoopers LLP.

7 unchanged sentences

The Estée Lauder Companies Inc.

Incentive-Based Compensation Recovery Policy (2023 Clawback Policy) (filed as Exhibit 97.1 to our Annual Report on Form 10-K filed on August 19, 2024) (SEC File No.

Number Description

101.1 The following materials from The Estée Lauder Companies Inc.’s Annual Report on Form 10-K for the year ended June 30, 2025 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of (Loss) Earnings, (ii) the Consolidated Statements of Comprehensive (Loss) 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 Annual Report on Form 10-K for the year ended June 30, 2025 is formatted in iXBRL

Incentive-Based Compensation Recovery Policy (2023 Clawback Policy) (filed as Exhibit 97.1 to our Form 10-K filed on August 19, 2024).*

101.1 The following materials from The Estée Lauder Companies Inc.’s Form 10-K for the year ended June 30, 2026 are formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Earnings (Loss), (ii) the Consolidated Statements of Comprehensive Income (Loss), (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 Form 10-K for the year ended June 30, 2026 is formatted in iXBRL.

____________________

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Charlene Barshefsky

ANGELA WEI DONG* Director August 20, 2025

Angela Wei Dong

LYNN FORESTER DE ROTHSCHILD* Director August 20, 2025

Lynn Forester de Rothschild

FRIBOURG* Director August 19, 2026

5 unchanged sentences

August 19, 2026

ANNABELLE YU LONG* Director August 19, 2026

Annabelle Yu Long

ARTURO NUÑEZ* Director August 19, 2026

STERNLICHT* Director August 19, 2026

DANA STRONG* Director August 19, 2026

JENNIFER TEJADA* Director August 19, 2026

18 unchanged sentences

Report of Independent Registered Public Accounting Firm ( PricewaterhouseCoopers LLP , New York, New York , Auditor Firm ID:

Consolidated Statements of (Loss) Earnings

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Earnings (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

28 unchanged sentences

We have audited the accompanying consolidated balance sheets of The Estée Lauder Companies Inc.

and its subsidiaries (the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of (loss) earnings, of comprehensive (loss) income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended June 30, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended June 30, 2025 appearing on page S-1 (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of earnings (loss), of comprehensive income (loss), of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended June 30, 2026 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, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

22 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

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, of which $1,805 million relates to the TOM FORD trademark.

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.

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.

Management concluded that the carrying value of the TOM FORD trademark exceeded its estimated fair value and recorded an impairment charge of $773 million.

As disclosed by management, the estimated fair value of the trademark intangible asset was determined utilizing an income approach, specifically the relief-from-royalty method.

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;

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

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

Other Indefinite-Lived Intangible Asset Impairment Assessments – Certain Trademarks

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated other indefinite-lived intangible assets balance was $3,081 million as of June 30, 2026, a significant portion of which related to certain trademarks.

Management assesses 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.

As disclosed by management, based on the results of these assessments, no impairment charges were recorded.

The estimated fair value of other indefinite-lived intangible assets was determined by management using an income approach, specifically the relief-from-royalty method.

The significant assumptions used in each quantitative assessment using this approach include revenue growth rates and profit margins, a terminal value, a 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 other indefinite-lived intangible asset impairment assessments of certain trademarks is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain trademarks;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, weighted average cost of capital, and royalty rate, as applicable to the trademark;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

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;

These procedures included testing the effectiveness of controls relating to management’s other indefinite-lived intangible asset impairment assessments, including controls over the valuation of certain trademarks.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of certain trademarks;

(ii) evaluating the appropriateness of the relief-from-royalty method used by management;

(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.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, weighted average cost of capital, and royalty rate, as applicable to the trademark.

Evaluating management’s assumption related to revenue growth rates involved evaluating whether the assumption was reasonable considering (i) the current and past performance of the business;

1 unchanged sentence

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

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

Annual Indefinite-Lived Intangible Asset Impairment Assessments – DECIEM Trademarks

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.

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

The principal considerations for our determination that performing procedures relating to the annual indefinite-lived intangible asset impairment assessments of the DECIEM trademarks is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the trademarks;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, royalty rates, and the weighted average cost of capital;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment assessments, including controls over the valuation of the DECIEM trademarks.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the trademarks;

(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, royalty rates, and the weighted average cost of capital.

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.

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 rates and weighted average cost of capital significant assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the weighted average cost of capital and royalty rate assumptions, as applicable to the trademark.

/s/ PricewaterhouseCoopers LLP

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THE ESTÉE LAUDER COMPANIES INC.

CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

Year Ended June 30,

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Restructuring and other charges 813 481 122

Securities class action litigation settlement 84 — —

Goodwill impairment

Impairment of other intangible assets

1,273 180 207

Talcum litigation settlement agreements

Total operating expenses 10,582 11,382 10,214

Operating (loss) income

Operating income (loss)

780 ( 785 ) 970

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Other components of net periodic benefit cost 19 12 ( 13 )

(Loss) earnings before income taxes

Earnings (loss) before income taxes

517 ( 1,040 ) 772

Provision for income taxes 335 93 363

Net (loss) earnings

Net earnings (loss)

182 ( 1,133 ) 409

Net earnings attributable to redeemable noncontrolling interest — — ( 19 )

— ( 19 ) ( 4 )

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

$ 182 $ ( 1,133 ) $ 390

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

per common share

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THE ESTÉE LAUDER COMPANIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended June 30,

(In millions) 2026 2025 2024

Net (loss) earnings

$ ( 1,133 ) $ 409 $ 1,010

Other comprehensive income (loss):

Net cash flow hedge loss

Net earnings (loss)

$ 182 $ ( 1,133 ) $ 409

Cross-currency swap contract - fair value hedge gain (loss)

Other comprehensive (loss) income:

Net cash flow hedge 38 ( 89 ) ( 3 )

Cross-currency swap contract - fair value hedge ( 1 ) 14 13

Retirement plan and other retiree benefit adjustments 93 ( 24 ) ( 9 )

Translation adjustments ( 105 ) 94 ( 145 )

Benefit (provision) for income taxes on components of other comprehensive income 18 ( 6 ) 51

Total other comprehensive income (loss), net of tax

13 ( 150 ) ( 186 )

Comprehensive (loss) income

Income tax effect on components of other comprehensive income (loss) ( 51 ) 18 ( 6 )

Total other comprehensive (loss) income, net of tax ( 26 ) 13 ( 150 )

Comprehensive income (loss)

156 ( 1,120 ) 259

Comprehensive (income) loss attributable to redeemable noncontrolling interest:

Comprehensive income attributable to redeemable noncontrolling interest:

Net earnings — — ( 19 )

Translation adjustments — — 17

Total comprehensive (income) loss attributable to redeemable noncontrolling interest

Comprehensive (loss) income attributable to The Estée Lauder Companies Inc.

Total comprehensive income attributable to redeemable noncontrolling interest — — ( 2 )

Comprehensive income (loss) attributable to The Estée Lauder Companies Inc.

$ 156 $ ( 1,120 ) $ 257

42 unchanged sentences

( 1,153 ) ( 1,127 )

17,572 17,563

Treasury stock, at cost;

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Common stock dividends ( 513 ) ( 622 ) ( 954 )

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

182 ( 1,133 ) 390

1 unchanged sentence

Accumulated other comprehensive loss, beginning of year

Other comprehensive income (loss) attributable to The Estée Lauder Companies Inc.

( 1,127 ) ( 1,140 ) ( 934 )

Other comprehensive (loss) income attributable to The Estée Lauder Companies Inc.

( 26 ) 13 ( 133 )

Purchase of shares from redeemable noncontrolling interest

Accumulated other comprehensive loss, end of year

( 1,153 ) ( 1,127 ) ( 1,140 )

Treasury stock, beginning of year ( 13,698 ) ( 13,664 ) ( 13,631 )

Acquisition of treasury stock — — ( 184 )

Stock-based compensation ( 68 ) ( 34 ) ( 33 )

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Cash flows from operating activities

Net (loss) earnings

$ ( 1,133 ) $ 409 $ 1,010

Adjustments to reconcile net (loss) earnings to net cash flows from operating activities:

Net earnings (loss) $ 182 $ ( 1,133 ) $ 409

Adjustments to reconcile net earnings (loss) to net cash flows from operating activities:

Depreciation and amortization 796 829 825

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Impairment of goodwill and other intangible assets

1,286 471 207

Other adjustments and non-cash items

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Decrease (increase) in accounts receivable, net 8 230 ( 285 )

Decrease (increase) in inventory and promotional merchandise

184 766 ( 64 )

Decrease in inventory and promotional merchandise 51 184 766

(Increase) decrease in other assets, net ( 8 ) ( 11 ) 15

Increase (decrease) in accounts payable 83 21 ( 38 )

(Decrease) increase in other accrued and noncurrent liabilities

( 41 ) 209 ( 129 )

Increase (decrease) in other accrued and noncurrent liabilities 483 ( 41 ) 209

Decrease in operating lease assets and liabilities, net ( 27 ) ( 34 ) ( 36 )

1 unchanged sentence

Cash flows from investing activities

Purchases of investments ( 1 ) ( 18 ) ( 8 )

Capital expenditures ( 457 ) ( 602 ) ( 919 )

Proceeds from sale of property, plant and equipment

Purchases of other intangible assets — — ( 2,286 )

Proceeds from property, plant and equipment insurance recoveries 10 — —

Purchases of investments ( 35 ) ( 1 ) ( 18 )

Proceeds from disposition of investments 3 — —

Payment for acquired business ( 5 ) — —

Settlement of net investment hedges ( 5 ) ( 23 ) ( 23 )

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Cash flows from financing activities

(Repayments) proceeds of current debt, net

— ( 215 ) 218

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

Repayments of current debt, net — — ( 215 )

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

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Debt issuance costs — — ( 4 )

Payment of deferred consideration ( 300 ) — —

Settlement of cross-currency swaps

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Payment for acquisition of redeemable noncontrolling interest

Net cash flows (used for) provided by financing activities

( 1,144 ) ( 2,035 ) 1,590

Net cash flows used for financing activities ( 712 ) ( 1,144 ) ( 2,035 )

Effect of exchange rate changes on Cash and cash equivalents 5 21 1

Net (decrease) increase in Cash and cash equivalents

( 474 ) ( 634 ) 72

Net increase (decrease) in Cash and cash equivalents 577 ( 474 ) ( 634 )

Cash and cash equivalents at beginning of year 2,921 3,395 4,029

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Products are marketed under owned brand names, including:

Estée Lauder, Aramis, Clinique, Lab Series, Origins, M·A·C, La Mer, Bobbi Brown Cosmetics , Aveda, Jo Malone London, Bumble and bumble, Darphin Paris, TOM FORD, Smashbox, Le Labo, Editions de Parfums Frédéric Malle, GLAMGLOW, KILIAN PARIS, Too Faced, Dr.Jart+, The Ordinary and NIOD.

The Estée Lauder Companies Inc.

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generally accepted accounting principles ("U.S.

GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements.

Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, pension and other post-retirement benefit costs, business combinations and asset acquisitions, goodwill, other indefinite-lived intangible assets and long-lived assets, income taxes and legal contingencies.

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All assets and liabilities of foreign subsidiaries and affiliates are translated at year-end rates of exchange, while revenue and expenses are translated at monthly average rates of exchange for the period.

Unrealized translation gains (losses), net of tax, reported as translation adjustments through other comprehensive income (loss) (“OCI”) attributable to The Estée Lauder Companies Inc.

Unrealized translation (losses) gains, net of tax, reported as translation adjustments through other comprehensive (loss) income (“OCI”) attributable to The Estée Lauder Companies Inc.

were $( 127 ) million, $ 90 million and $( 135 ) million, net of tax, in fiscal 2026, 2025 and 2024, respectively.

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The Company categorizes these instruments as entered into for purposes other than trading.

The accompanying consolidated statements of (loss) earnings include net exchange gains on foreign currency transactions of $ 58 million, $ 77 million and $ 57 million in fiscal 2025, 2024 and 2023, respectively.

Net exchange (losses) gains on foreign currency transactions of $( 20 ) million, $ 58 million and $ 77 million in fiscal 2026, 2025 and 2024, respectively, are included within Net sales and Selling, general and administrative expenses within the accompanying consolidated statements of earnings (loss).

The impact recorded within Net sales relates solely to foreign currency forward contract derivatives.

See Note 12 – Derivative Financial Instruments for further discussion.

THE ESTÉE LAUDER COMPANIES INC.

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The Company’s derivative financial instruments are recorded as either assets or liabilities on the balance sheet and measured at fair value.

All derivatives are (i) designated as a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value” hedge), (ii) designated as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge), (iii) designated as a hedge of a net investment in certain foreign operations ("net investment" hedge), or (iv) not designated as a hedging instrument.

All derivatives are (i) designated as a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge"), (ii) designated as a hedge of a forecasted transaction to manage the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge"), (iii) designated as a hedge of a net investment in certain foreign operations ("net investment hedge"), or (iv) not designated as a hedging instrument.

THE ESTÉE LAUDER COMPANIES INC.

6 unchanged sentences

For a cash flow hedge, changes in the fair value of a derivative of a forecasted transaction are recorded in OCI.

Gains and losses deferred in OCI are then recognized in current-period earnings when earnings are affected by the variability of cash flows of the hedged forecasted transaction (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings).

Gains and losses deferred in OCI are then recognized in current-period earnings when earnings are affected by the variability of cash flows of the hedged forecasted transaction.

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

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The determination of fair value, as well as the expected useful lives of certain assets acquired, requires management to make judgments and may involve the use of significant estimates, including assumptions with respect to estimated future cash flows, discount rates and valuation multiples from comparable publicly traded companies, among other things.

See Note 5 – Asset Acquisition for further information.

Goodwill and Other Indefinite-lived Intangible Assets

Goodwill is calculated as the excess of the cost of purchased businesses over the estimated fair value of their underlying net assets.

Other indefinite-lived intangible assets principally consist of trademarks.

Other indefinite-lived intangible assets consist of trademarks.

Goodwill and other indefinite-lived intangible assets are not amortized.

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The Company reviews long-lived assets, primarily intangible assets subject to amortization, right-of-use assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value.

The asset group is defined as the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

12 unchanged sentences

For lease modifications that result in partial termination of the lease, the Company has elected the proportional method whereby the carrying amount of the ROU asset is decreased in proportion with the full or partial termination of the lease based on the adjustment to the carrying value of the lease liability.

Certain of the Company’s leases provide for variable lease payments for the right to use an underlying asset that vary due to changes in facts and circumstances occurring after the commencement date, other than the passage of time.

Certain of the Company’s leases contain variable lease payments for the right to use an underlying asset that vary due to changes in facts and circumstances occurring after the commencement date, other than the passage of time.

Variable lease payments that are dependent on an index or rate (e.g., Consumer Price Index) are included in the initial measurement of the lease liability, the initial measurement of the ROU asset, and the lease classification test based on the index or rate as of the commencement date.

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While the Company does not believe it is exposed significantly to any undue concentration of credit risk at this time, it continues to monitor its customers' abilities, individually and collectively, to make timely payments.

The Company’s largest customer for the year ended June 30, 2026 sells products primarily in China travel retail.

This customer accounted for $ 161 million, or 10 %, and $ 97 million, or 7 %, of the Company's accounts receivable at June 30, 2026 and 2025, respectively.

Revenue Recognition

3 unchanged sentences

The primary performance obligation related to these channels of distribution is product sales where revenue is recognized as control of the product transfers to the customer.

In the Americas region, revenue is generally recognized at the time the product is made available and provided to the customer’s carrier at the Company’s location, and in the Europe, the Middle East & Africa and Asia/Pacific regions, revenue is generally recognized based upon the customer’s receipt.

In the Americas region, revenue is generally recognized at the time the product is made available and provided to the customer’s carrier at the Company’s location, and in the Europe, the United Kingdom and Ireland and Emerging Markets, Asia/Pacific and Mainland China regions, revenue is generally recognized based upon the customer’s receipt.

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

13 unchanged sentences

The Company offers a number of different loyalty programs to its customers across brands, regions and distribution channels including points-based programs, tier-based programs and other programs.

Revenue is allocated between the saleable product revenue and the material right loyalty obligations based on relative standalone selling prices when the consumer purchases the products that are earning them the right to the future benefits.

Revenue is allocated between the saleable product and the material right loyalty obligations based on relative standalone selling prices when the consumer purchases the products that are earning them the right to the future benefits.

Deferred revenue related to the Company’s loyalty programs is estimated based on the standalone selling price and is adjusted for an estimated breakage factor.

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These activities may be arranged either with unrelated third parties or in conjunction with the customer.

To the extent the Company receives a distinct good or service in exchange for consideration and the fair value of the benefit can be reasonably estimated, the Company’s share of the demonstration and advertising costs of these transactions (regardless of to whom they were paid) are reflected in Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings, and for counter construction, the costs are capitalized into property, plant and equipment and depreciated over their useful lives into Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings.

When 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 in these types of arrangements, the adjustments to revenue are recorded at the later of when (i) the Company recognizes revenue for the transfer of the related goods or services to the customer, or (ii) the Company pays, or promises to pay, the consideration.

To the extent the Company receives a distinct good or service in exchange for consideration and the fair value of the benefit can be reasonably estimated, the Company’s share of the demonstration and advertising costs of these transactions (regardless of to whom they were paid) are reflected in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss), and for counter construction, the costs are capitalized into property, plant and equipment and depreciated over their useful lives into Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss).

When 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 in these types of arrangements, the consideration payable to the customer is recorded as an adjustment to revenue at the later of when (i) the Company recognizes revenue for the transfer of the related goods or services to the customer, or (ii) the Company pays, or promises to pay, the consideration.

For the sale of goods with a right of return, the Company only recognizes revenue for the consideration it expects to be entitled to (considering the products to be returned) and records a sales return accrual within Other accrued liabilities for the amount it expects to credit back its customers.

8 unchanged sentences

These estimates are supported by historical results as well as specific facts and circumstances related to the current period.

See Note 15 – Revenue Recognition for further discussion and revenue disaggregated by geographic region .

For revenue disaggregated by product category see Note 24 – Segment Data and Related Information .

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

See Note 14 – Revenue Recognition for further discussion and revenue disaggregated by geographic region .

For revenue disaggregated by product category, see Note 23 – Segment Data and Related Information .

Royalty Revenue - License Arrangements

As a result of the acquisition of the TOM FORD brand, the Company entered into license arrangements with the Marcolin Group (“Marcolin”) and Ermenegildo Zegna N.V.

As part of these arrangements, the Company licensed the TOM FORD trademark for eyewear (“Eyewear”) to Marcolin and for fashionwear (“Fashion”) to Zegna.

Licensing the TOM FORD trademark to customers represents a revenue-generating activity in the ordinary course of business for the Company.

The Company has license arrangements for the license of the TOM FORD trademark to the Marcolin Group (“Marcolin”) for eyewear and Ermenegildo Zegna N.V.

(“Zegna”) for fashionwear, which represents a revenue-generating activity in the ordinary course of business for the Company.

The Company’s performance obligation is to license the TOM FORD trademark to Marcolin and to Zegna, which grants them the right to access the symbolic intellectual property.

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The Company expects the guaranteed minimum royalty amounts to be exceeded and, as a result, sales-based royalties will be recognized in the period in which the sales occur.

The upfront payment received from Marcolin is recognized on a straight-line basis over the estimated economic life of the license.

See Note 5 – Asset Acquisition and Note 15 - Revenue Recognition for further information regarding the acquisition of the TOM FORD brand and related revenue recognition impacts.

The upfront payment received from Marcolin in connection with the license arrangement is recognized on a straight-line basis over the estimated economic life of the license.

See Note 14 – Revenue Recognition for further information regarding the revenue recognition impacts.

Advertising and Promotion

Global net advertising, marketing, promotion and product development expenses of $ 3,643 million, $ 3,657 million and $ 3,711 million in fiscal 2025, 2024 and 2023, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings and are expensed as incurred.

The cost of certain promotional products, including samples and testers, are classified within Cost of sales in the accompanying consolidated statements of (loss) earnings.

Global net advertising, marketing, promotion and product development expenses of $ 3,726 million, $ 3,643 million and $ 3,657 million in fiscal 2026, 2025 and 2024, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss) and are expensed as incurred.

The cost of certain promotional products, including samples and testers, are classified within Cost of sales in the accompanying consolidated statements of earnings (loss).

Research and Development

Research and development costs of $ 316 million, $ 360 million and $ 344 million in fiscal 2025, 2024 and 2023, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings and are expensed as incurred.

Research and development expenses of $ 278 million, $ 316 million and $ 360 million in fiscal 2026, 2025 and 2024, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss) and are expensed as incurred.

Shipping and Handling

Shipping and handling expenses of $ 729 million, $ 792 million and $ 838 million in fiscal 2025, 2024 and 2023, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings and include distribution center costs, promotional shipping costs, third-party logistics costs and outbound freight.

Shipping and handling expenses of $ 731 million, $ 729 million and $ 792 million in fiscal 2026, 2025 and 2024, respectively, are recorded in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss) and include distribution center costs, promotional shipping costs, third-party logistics costs and outbound freight.

Royalty Fees - License Arrangements

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The Company's current license arrangements have an initial term of approximately 5 years to 10 years, and are renewable subject to the Company’s compliance with the license agreement provisions.

As of June 30, 2025, the remaining terms considering available renewal periods range from 1 year to approximately 25 years.

As of June 30, 2026, the remaining terms considering available renewal periods range from 4 years to 24 years.

Under each license, the Company is required to pay royalties to the licensor, at least annually, based on net sales to third parties.

5 unchanged sentences

The Company records stock-based compensation, measured at the fair value of the awards that are ultimately expected to vest, as an expense in the consolidated financial statements, net of estimated forfeitures.

All excess tax benefits and tax deficiencies related to stock-based compensation awards are recorded as income tax expense or benefit in the accompanying consolidated statements of (loss) earnings.

All excess tax deficiencies and tax benefits related to stock-based compensation awards are recorded as income tax expense or benefit in the accompanying consolidated statements of earnings (loss).

The Company calculates and provides for income taxes in each tax jurisdiction in which it operates.

5 unchanged sentences

If the Company’s assessment of the realizability of a deferred tax asset changes, an increase to a valuation allowance will result in a reduction of net earnings at that time, while the reduction of a valuation allowance will result in an increase of net earnings at that time.

The Company provides tax reserves for U.S.

The Company provides uncertain tax position reserves for U.S.

federal, state, local and foreign tax exposures relating to periods subject to audit.

The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate.

The development of these reserves requires judgments about tax issues, potential outcomes and timing, and is a subjective critical estimate.

The Company assesses its tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates.

3 unchanged sentences

Although the outcome relating to these exposures is uncertain, in management’s opinion adequate provisions for income taxes have been made for estimable potential liabilities emanating from these exposures.

If actual outcomes differ materially from these estimates, they could have a material impact on the Company’s consolidated net earnings.

If actual outcomes differ materially from these estimates, they could have a material impact on the Company’s consolidated net earnings (loss).

Redeemable Noncontrolling Interest

8 unchanged sentences

Each reporting period, an adjustment, if any, is then recorded to adjust the noncontrolling interest to the higher of either the redemption value, assuming it was redeemable at the reporting date, or its carrying value.

If and when applicable, these adjustments are recorded in Paid-in capital and are not reflected in the accompanying consolidated statements of (loss) earnings.

In addition, based on the Company's policy election, if the redemption value exceeds the fair value of the noncontrolling interest on a cumulative basis, an adjustment is recorded in Retained earnings and the Company will adjust Net earnings attributable to The Estée Lauder Companies Inc.

If and when applicable, these adjustments are recorded in Paid-in capital and are not reflected in the accompanying consolidated statements of earnings (loss).

as required by the two-class method when calculating net earnings per common share.

5 unchanged sentences

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

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

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

2 unchanged sentences

These adjustments are not expected to be material.

See Note 19 – Stock Programs for additional information relating to the DECIEM stock options.

Recently Adopted Accounting Standards

2022-04 – Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued authoritative guidance which is intended to enhance the transparency surrounding the use of supplier finance programs.

The guidance requires companies that use supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information.

Only the amount outstanding at the end of the period must be disclosed in interim periods.

The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations.

Effective for the Company – The guidance became effective for the Company’s first quarter fiscal 2024 and has been applied on a retrospective basis, except for the requirement to disclose rollforward information annually which became effective for the Company’s fiscal year ended June 30, 2025 Form 10-K and has been applied on a prospective basis .

Impact on consolidated financial statements – The Company has supplier financing arrangements and applied the disclosure requirements as required by the amendments.

Such information is included wit hin Note 10 – Supplier Finance Programs .

2023-09 – Improvements to Income Tax Disclosures (Topic 740)

In December 2023, the FASB issued authoritative guidance to amend and enhance existing annual in come tax disclosures primarily focusing on two reporting areas:

(1) greater disaggregation of information in the effective tax rate reconciliations and (2) disclosure of income taxes paid, disaggregated by applicable jurisdiction.

Companies are required to use specific categories to prepare and disclose a tabular rate reconciliation (using both percentages and reporting currency amounts) of:

• the reported income tax expense (or benefit) from continuing operations and the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile;

• reconciling items within certain categories that are equal to or greater than a specified quantitative threshold, including the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items.

The guidance also requires companies to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions including individual jurisdictions with amounts paid equal to or greater than a specified quantitative threshold.

The guidance also codifies existing U.S.

Securities and Exchange Commission ("SEC") rules that require companies to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign as well as income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign jurisdictions.

Effective for the Company:

The guidance became effective for the Company’s fiscal year ended June 30, 2026 Form 10-K and has been applied on a retrospective basis .

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

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

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

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

The guidance clarifies that companies may disclose more than one measure of segment profit or loss used by the CODM, provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with U.S.

GAAP measurement principles.

All existing annual disclosures about segment profit or loss, as well as the new requirements, must now be provided on an interim basis.

Additionally, on an annual basis, the CODM’s title and position is required, as well as an explanation of how the CODM uses the reported measure(s) and other disclosures.

The guidance does not change how companies identify their operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

Effective for the Company – The guidance became effective for the Company’s fiscal year ended June 30, 2025 Form 10-K and has been applied on a retrospective basis and will be applied in interim periods beginning in the Company’s first quarter of fiscal 2026.

Impact on consolidated financial statement s – The Company applied the disclosure requirements as required by the amendments.

See Note 24 – Segment Data and Related Information for further discussion.

Impact on consolidated financial statement s:

The Company applied the disclosure requirements as required by the amendment.

Such information is included in Note 8 – Income Taxes and Note 22 – Statement of Cash Flows .

Recently Issued Accounting Standards

2026-02 – Environmental Credits and Environmental Credit Obligations (Topic 818)

In May 2026, the FASB issued authoritative guidance establishing requirements for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations.

Environmental credit assets should be recognized and measured, including both initial and subsequent measurement, based on their intended use as well as how the credits are obtained.

Costs for environmental credits that do not meet the asset recognition criteria are expensed as incurred.

Environmental credit obligation liabilities are measured based on the carrying amount of the environmental credit owned that are considered probable of being used to settle the obligation (funded portion), with any excess liability measured based on the fair value of the environmental credits necessary to settle that portion of the liability (unfunded portion) at the reporting date, with certain exceptions.

Environmental credit assets and environmental credit obligations should be presented separately within an entity’s consolidated balance sheet.

Entities are required to provide several quantitative and qualitative disclosures for their environmental credits and environmental obligations in annual reporting periods.

Effective for the Company :

The guidance becomes effective for the Company’s first quarter of fiscal 2029 and is applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (prior reporting periods are not recast).

Early adoption is permitted as of the beginning of an annual reporting period.

Impact on consolidated financial statements :

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

2025-10 – Accounting for Government Grants Received by Business Entities (Topic 832)

In December 2025, the FASB issued authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities.

A government grant is defined as a transfer of a monetary asset or a tangible nonmonetary asset, other than in an exchange transaction, from a government to an entity.

Government grants are recognized in earnings in the same periods that the costs for which the grant was intended to compensate are recognized.

A government grant can be recognized once it is probable that both of the following conditions are met:

(1) the company will comply with the conditions attached to the grant and (2) the grant will be received.

The guidance differentiates between a grant related to an asset and a grant related to income, which is based on the purpose and conditions of the grant.

A grant related to an asset is a government grant that is conditioned on the purchase, construction, or acquisition of an asset and is recognized on the balance sheet once the probable threshold is met and the related costs are incurred.

The guidance allows companies to make an accounting policy election to use either a deferred income approach or a cost accumulation approach for recognition of a grant of an asset.

A grant related to income is a government grant that does not meet the definition of a grant related to an asset and is recognized in earnings on a systematic and rational basis over the periods the related costs are recognized as expenses.

The guidance allows alternative accounting policies for the financial statement presentation of a government grant, depending on the type of grant as well as new disclosure requirements for grants related to an asset and grants of tangible nonmonetary assets.

Effective for the Company :

The guidance becomes effective for the Company’s first quarter of fiscal 2030.

The guidance can be applied on a modified prospective basis, modified retrospective basis or a full retrospective basis.

Early adoption is permitted.

Impact on consolidated financial statements :

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)

In September 2025, the FASB issued authoritative guidance to modernize the accounting for the costs to develop software for internal use to align better with current software development methods, such as agile programming.

Capitalization of eligible costs will begin when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed, entities are required to consider whether there is significant uncertainty associated with the development activities of the software.

The new standard does not change the types of costs that are capitalizable once the threshold for capitalization is met.

Capitalization ceases when the software project is substantially complete and ready for its intended use, which typically occurs after all substantial testing is completed.

Furthermore, the guidance supersedes website development costs guidance and incorporates the recognition requirements for website-specific development costs into Subtopic 350-40.

The guidance clarifies that existing disclosure requirements under ASC 360 for property, plant and equipment apply to capitalized costs under the new standard, regardless of how the internal-use software is classified on the balance sheet or how it was acquired.

Effective for the Company :

The guidance becomes effective for the Company’s first quarter of fiscal 2029.

The guidance can be applied prospectively, retrospectively or through a modified transition approach.

Early adoption is permitted.

Impact on consolidated financial statements :

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

2025-05 – Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326)

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Impact on consolidated financial statements :

The Company is currently evaluating the impact that this guidance will have on its accounts receivable balance and consolidated financial statement disclosures.

The Company will elect to adopt the practical expedient beginning in the first quarter of fiscal 2027 on a prospective basis.

The adoption of this practical expedient is not expected to have a material impact on the Company's consolidated financial statements.

2024-03 and 2025-01 – Disaggregation of Income Statement Expenses (Subtopic 220-40)

In November 2024 and January 2025, the FASB issued authoritative guidance requiring disclosures, in a tabular format in the notes to the consolidated financial statements, on the disaggregation of relevant expense captions that are included on the face of the consolidated statement of (loss) earnings within continuing operations.

The relevant expense captions are required to be disaggregated into natural expense categories including purchases of inventory, employee compensation, depreciation and intangible asset amortization.

The guidance also requires certain expenses, gains or losses that require disclosure under existing U.S.

GAAP, and that are recorded in a relevant expense caption on the face of the consolidated statement of (loss) earnings, to be presented in the same tabular disclosure.

GAAP, and that are recorded in a relevant expense caption on the face of the consolidated statement of earnings (loss), to be presented in the same tabular disclosure.

Qualitative disclosures about any remaining amounts in relevant expense line items are required as well.

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The Company is currently evaluating the impact that this guidance will have on its consolidated financial statement disclosures.

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued authoritative guidance to amend and enhance existing annual in come tax disclosures primarily focusing on two reporting areas:

(1) greater disaggregation of information in the effective tax rate reconciliations and (2) disclosure of income taxes paid, disaggregated by applicable jurisdiction.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Companies are required to use specific categories to prepare and disclose a tabular rate reconciliation (using both percentages and reporting currency amounts) of:

The guidance also codifies existing SEC rules that require companies to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign as well as income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign jurisdictions.

Effective for the Company – The guidance is effective for the Company’s fiscal year ending June 30, 2026 Form 10-K.

Early adoption is permitted.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.

Impact on consolidated financial statement s – The Company is currently evaluating the impact that this guidance will have on its consolidated financial statement disclosures.

NOTE 3 – INVENTORY AND PROMOTIONAL MERCHANDISE

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Total inventory and promotional merchandise $ 1,999 $ 2,074

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

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Total property, plant and equipment, net $ 2,805 $ 3,172

$ 3,172 $ 3,136

(1) Land improvements are depreciated over a 10 year useful life.

Depreciation and amortization of property, plant and equipment was $ 708 million, $ 684 million and $ 663 million in fiscal 2026, 2025 and 2024, respectively.

Depreciation and amortization related to the Company’s manufacturing process is included in Cost of sales and all other depreciation and amortization is included in Selling, general and administrative expenses in the accompanying consolidated statements of (loss) earnings.

NOTE 5 – ASSET ACQUISITION

On April 28, 2023, the Company acquired 100 % of the equity interests in 001 Del LLC (“001”) in exchange for $ 2,550 million in consideration (the “TOM FORD Acquisition”).

001 is the sole owner of the TOM FORD brand and its related intellectual property.

The TOM FORD brand is a luxury brand created in 2005, and this acquisition is expected to further strengthen the Company’s TOM FORD BEAUTY brand, which the Company has historically licensed, while simultaneously enabling the Company to create new licensing revenue streams.

At the same time as the Company's transaction, an affiliate of Zegna separately purchased the interests in the TOM FORD fashion business that Zegna and its affiliates did not own (including the purchase of interests from the sellers of 001).

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

The acquisition of 001 included existing license relationships for certain uses of the brand name, which were modified, terminated or otherwise renegotiated in connection with the transaction, and are discussed separately in Note 15 – Revenue Recognition .

The total cost of the asset acquisition is $ 2,578 million, inclusive of approximately $ 28 million of transaction related costs and $ 300 million of deferred consideration payable to the sellers of which $ 150 million was paid in July 2025, and is reflected in Other accrued liabilities as of June 30, 2025, and the remaining $ 150 million is due in July 2026 and reflected in Other noncurrent liabilities in the accompanying consolidated balance sheet as of June 30, 2025.

The total cost of the asset acquisition was allocated to the TOM FORD trademark intangible asset.

The Company determined that the TOM FORD trademark intangible asset has an indefinite life, and will not be amortized, but will be subject to impairment assessment at least annually, or more frequently if certain events or circumstances exist.

Depreciation and amortization related to the Company’s manufacturing process is included in Cost of sales, accelerated depreciation and amortization related to the restructuring component of the Profit Recovery and Growth Plan is included in Restructuring and other charges and all other depreciation and amortization is included in Selling, general and administrative expenses in the accompanying consolidated statements of earnings (loss).

THE ESTÉE LAUDER COMPANIES INC.

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1,181 371 230 353 2,135

Impairment charges — ( 13 ) — — ( 13 )

Goodwill acquired during the year — — 13 — 13

Translation adjustments, goodwill ( 73 ) — ( 2 ) — ( 75 )

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Definite-lived intangible assets (e.g., customer lists) are amortized on a straight-line basis over their expected period of benefit, approximately 7 years to 14 years.

The costs incurred and expensed by the Company to extend or renew the term of acquired intangible assets during fiscal 2025, 2024 and 2023 were not material to the Company’s results of operations.

The costs incurred and expensed by the Company to extend or renew the term of acquired intangible assets during fiscal 2026, 2025 and 2024 were not material to the Company’s consolidated statements of earnings (loss).

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As previously discussed in Note 5 - Asset Acquisition , in April 2023, the Company completed the TOM FORD Acquisition and recorded an indefinite-lived intangible asset (trademark) of $ 2,578 million.

The trademark acquired in connection with the TOM FORD Acquisition is classified as level 3 in the fair value hierarchy.

The fair value of the trademark was determined using an income approach, specifically the relief-from-royalty method.

This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset.

The significant assumptions used to estimate the fair value were revenue growth rates, terminal value, beauty royalty savings, the weighted average cost of capital used to discount future cash flows and royalty rates.

The most significant unobservable input was the weighted average cost of capital used to discount future cash flows.

Other intangible assets consist of the following:

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Additionally, there were increases in the weighted average cost of capital for both the TOM FORD brand and Too Faced reporting unit as compared to the prior-year annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2024.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company concluded that the changes in circumstances in the TOM FORD brand and Too Faced reporting unit, along with increases in the weighted average cost of capital, triggered the need for interim impairment reviews of the TOM FORD trademark and the Too Faced trademark and goodwill.

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The most significant unobservable input used to estimate the fair value of the TOM FORD and Too Faced trademark intangible assets was the weighted average cost of capital, which was 11.5 % and 14 %, respectively.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on the Company’s annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2025, the Company determined that the carrying value of the Dr.Jart+ and Too Faced trademarks exceeded their estimated fair values.

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(In millions) Three Months Ended

June 30, 2025

Twelve Months Ended

June 30, 2025 Twelve Months Ended

June 30, 2025

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(2) The carrying values of the trademark intangible assets, immediately subsequent to the impairment charges, are equal to their estimated fair values.

The carrying values as of June 30, 2025 are consistent with the carrying values at the fair value measurement date, with the exception of the impact of foreign currency translation for Dr.Jart+.

(3) The carrying value of the Dr.Jart+ asset group, immediately subsequent to the customer list impairment charge, was equal to its estimated fair value.

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The trademark and customer list impairment charges related to Dr.Jart+ were reflected in the skin care product category.

The aggregate trademark and customer list impairments are recorded in the Impairment of other intangible assets line item in the accompanying consolidated statements of (loss) earnings.

The aggregate trademark and customer list impairment charges are recorded in the Impairment of other intangible assets line item in the accompanying consolidated statements of earnings (loss).

Fiscal 2024 Impairment Analysis

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As of June 30, 2024

Reporting Unit

Geographic Region

Brand/Reporting Unit Geographic Region

Trademark (2)

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(2) The carrying value of the trademark intangible asset, immediately subsequent to the impairment charge, is equal to its estimated fair value.

The carrying value as of June 30, 2024 is consistent with the carrying value at the fair value measurement date, with the exception of the impact of foreign currency translation.

The impairment charges for the twelve months ended June 30, 2024 were reflected in the skin care product category.

Fiscal 2023 Impairment Analysis

During the fiscal 2023 second quarter, given the lower-than-expected results in the overall business, the Company made revisions to the internal forecasts relating to its Smashbox reporting unit.

The Company concluded that the changes in circumstances in the reporting unit triggered the need for an interim impairment review of its trademark intangible asset.

The remaining carrying value of the trademark intangible asset was not recoverable and the Company recorded an impairment charge of $ 21 million reducing the carrying value to zero .

During the fiscal 2023 second quarter, the Dr.Jart+ reporting unit experienced lower-than-expected growth within key geographic regions and channels that continue to be impacted by the spread of COVID-19 variants, resurgence in cases, and the potential future impacts relating to the uncertainty of the duration and severity of COVID-19 impacting the financial performance of the reporting unit.

In addition, due to macro-economic factors, Dr.Jart+ has experienced lower-than-expected growth within key geographic regions.

The Too Faced reporting unit experienced lower-than-expected results in key geographic regions and channels coupled with delays in future international expansion to areas that continue to be impacted by COVID-19.

As a result, the Company made revisions to the internal forecasts relating to its Dr.Jart+ and Too Faced reporting units.

Additionally, there were increases in the weighted average cost of capital for both reporting units as compared to the prior year annual goodwill and other indefinite-lived intangible asset impairment testing as of April 1, 2022.

The Company concluded that the changes in circumstances in the reporting units, along with increases in the weighted average cost of capital, triggered the need for interim impairment reviews of their trademarks and goodwill.

These changes in circumstances were also an indicator that the carrying amounts of Dr.Jart+’s and Too Faced’s long-lived assets, including customer lists, may not be recoverable.

Accordingly, the Company performed interim impairment tests for the trademarks and a recoverability test for the long-lived assets as of November 30, 2022.

The Company concluded that the carrying value of the trademark intangible assets exceeded their estimated fair values, which were determined utilizing the relief-from-royalty method to determine discounted projected future cash flows and recorded an impairment charge of $ 100 million for Dr.Jart+ and $ 86 million for Too Faced.

The Company concluded that the carrying amounts of the long-lived assets were recoverable.

After adjusting the carrying values of the trademarks, the Company completed interim quantitative impairment tests for goodwill.

As the estimated fair value of the Dr.Jart+ and Too Faced reporting units were in excess of their carrying values, the Company concluded that the carrying amounts of the goodwill were recoverable and did not record a goodwill impairment charge related to these reporting units.

The estimated fair values of these reporting units were based upon an equal weighting of the income and market approaches, utilizing estimated cash flows and a terminal value, discounted at a rate of return that reflects the relative risk of the cash flows, as well as valuation multiples derived from comparable publicly traded companies that are applied to operating performance of the reporting units.

The significant assumptions used in these approaches include revenue growth rates and profit margins, terminal values, weighted average cost of capital used to discount future cash flows and royalty rates for trademarks.

The most significant unobservable input used to estimate the fair values of the Dr.Jart+ and Too Faced trademark intangible assets was the weighted average cost of capital, which was 11 % and 13 %, respectively.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the impairment charges for the twelve months ended June 30, 2023 and the remaining trademark and goodwill carrying values as of June 30, 2023, for each reporting unit, are as follows:

Impairment Charges (1)

Carrying Value

(In millions) Twelve Months Ended

June 30, 2023 As of June 30, 2023

Reporting Unit Geographic Region Trademarks Goodwill Trademarks (2)

Smashbox The Americas $ 21 $ — $ — $ —

Dr.Jart+ Asia/Pacific 100 — 325 304

Too Faced The Americas 86 — 186 13

Total $ 207 $ — $ 511 $ 317

(1) The date of the fair value measurement for the Smashbox, Dr.Jart+, and Too Faced trademark intangible assets was December 31, 2022, November 30, 2022, and November 30, 2022, respectively.

(2) The carrying values of the trademark intangible assets, immediately subsequent to the impairment charges, are equal to their estimated fair values.

The impairment charges for the twelve months ended June 30, 2023 were reflected in the skin care product category for Dr.Jart+ and the makeup product category for Smashbox and Too Faced.

NOTE 6 – LEASES

The Company has operating and finance leases primarily for real estate properties, including corporate offices, facilities to support the Company’s manufacturing, assembly, research and development and distribution operations and retail stores, as well as information technology equipment, automobiles and office equipment, with remaining terms of approximately 1 year to 54 years.

Some of the Company’s lease contracts include options to extend the leases for up to 30 years, while others include options to terminate the leases within 25 years.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Some of the Company’s lease contracts include options at commencement to extend the leases for up to 30 years, while others include options to terminate the leases within 25 years.

A summary of total lease costs and other information relating to the Company’s finance and operating leases is as follows:

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Amortization of right-of-use assets

$ 9 $ 11 $ 11

Interest on lease liabilities

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Financing cash flows from finance leases

$ 5 $ 10 $ 15

Operating cash flows from operating leases

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3.0 % 2.8 % 2.8 %

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total future minimum lease payments, over the remaining lease term, relating to the Company’s operating and finance leases for each of the next five fiscal years and thereafter is as follows:

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Total $ 1,940 $ 28

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating lease and finance lease liabilities included in the consolidated balance sheet are as follows:

Operating and finance lease liabilities included in the consolidated balance sheet are as follows:

(In millions) Operating Leases Finance Leases Operating Leases Finance Leases

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

Upon completion of this plan, the Company expects to have improved its gross margin and expense base to drive greater operating leverage for the future.

As a component of the PRGP, on February 5, 2024, the Company announced a two-year restructuring program.

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The Company committed to this course of action on February 1, 2024.

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

In connection with the restructuring program, the Company estimated a net reduction in the range of approximately 1,800 to 3,000 positions globally.

This reduction took into account the elimination of some positions as well as retraining and redeployment of certain employees in select areas.

The Company planned to substantially complete specific initiatives under the restructuring program through fiscal 2026.

The Company expected that the restructuring program would result in restructuring and other charges totaling between $ 500 million and $ 700 million, before taxes, consisting of employee-related costs, asset-related costs, contract terminations and other costs associated with implementing these initiatives.

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

First, the Company plans 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, the Company plans to further improve efficiencies within its supply chain network through a zero-waste approach, aiming to improve demand forecasting and innovation planning to minimize excess inventory and product destruction.

Third, the Company is outsourcing select services to proven global partners.

The expanded component of the restructuring program began during the Company’s 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.

The Company planned to substantially complete specific initiatives under the restructuring program through fiscal 2026, and expected that the restructuring program would result in restructuring and other charges totaling between $ 500 million and $ 700 million, before taxes, consisting of employee-related costs, asset-related costs, contract terminations and other costs associated with implementing these initiatives.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Restructuring Program, as of June 30, 2025 the Company estimates a net reduction in the range of approximately 5,800 to 7,000 positions globally, which is about 9 - 11 % of its 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, the Company committed to the expansion of the PRGP, including an expansion of the restructuring program, with updated ranges of net reductions in positions globally and expected restructuring and other charges, as discussed below.

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

(i) adopt a more competitive approach to procurement, a key pillar of savings, by further consolidating spending and strategically re-evaluating key supplier relationships;

(ii) 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;

and (iii) outsource select services to proven global partners.

The expanded component of the restructuring program, as noted above, began during the Company’s fiscal 2025 third quarter with all initiatives expected to be approved by the end of fiscal 2026, with specific initiatives under the expanded component of the restructuring program expected to be substantially completed by the end of fiscal 2027.

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

As of June 30, 2026, approvals under the Restructuring Program concluded, and by the end of fiscal 2027, the cumulative approved initiatives are expected to be substantially completed.

In connection with the Restructuring Program, the Company had initially expected a net reduction in the range of approximately 5,800 to 7,000 positions globally, which was updated during fiscal 2026 to a range of 9,000 to 10,000 .

Based on the total approved initiatives, as of June 30 2026, the Company estimates a final net reduction of approximately 10,000 positions globally.

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

The Company expects 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.

Restructuring Program Component of the Profit Recovery and Growth Plan Approvals

Cumulative charges for initiatives approved by the Company in connection with the Restructuring Program as of June 30, 2025 and through August 13, 2025 were:

The Company had initially expected that the Restructuring Program would result in restructuring and other charges totaling between $ 1,200 million and $ 1,600 million, before taxes, which was updated during fiscal 2026 to a range of $ 1,500 million and $ 1,700 million.

Based on the total approved initiatives, as of June 30, 2026, the Company now estimates total restructuring and other charges of $ 1,748 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, have been funded from cash provided by operations for initiatives implemented to date, and for the remaining initiatives are expected to result in future cash expenditures funded from cash provided by operations.

Restructuring Program Approvals

Cumulative charges for initiatives approved by the Company in connection with the Restructuring Program as of June 30, 2026 were:

Net Sales) Cost of Sales Operating Expenses Total

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4 10 443 36 493

Fiscal 2026 39 5 760 264 1,068

Cumulative charges approved through June 30, 2026 $ 43 $ 15 $ 1,312 $ 378 $ 1,748

4 10 552 114 680

July 1, 2025 - August 13, 2025 — — 31 36 67

Cumulative charges approved through August 13, 2025 $ 4 $ 10 $ 583 $ 150 $ 747

Included in the above table, cumulative restructuring charges for initiatives approved by the Company in connection with the Restructuring Program as of June 30, 2025 and through August 13, 2025 were:

Included in the above table, cumulative restructuring charges for initiatives approved by the Company in connection with the Restructuring Program as of June 30, 2026, by major cost type, were:

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions) Employee-

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419 7 3 14 443

Fiscal 2026 532 182 25 21 760

Cumulative charges approved through June 30, 2026

$ 1,044 $ 196 $ 28 $ 44 $ 1,312

July 1, 2025 - August 13, 2025 27 4 — — 31

Cumulative charges approved through August 13, 2025 $ 539 $ 18 $ 3 $ 23 $ 583

Specific actions taken since the Restructuring Program inception to drive future sales growth and productivity to rebuild gross and operating margin profitability include:

• Value Chain Optimization – The Company approved initiatives to reduce spans and layers and right-size organizational capability within its supply chain and research and development functions.

These actions will primarily result in employee severance through a net reduction in workforce, as well as asset write-offs and costs to decommission and relocate activities.

Specific actions taken since the Restructuring Program inception include:

• Enterprise Business Services – The Company approved initiatives in connection with the transformation of its global operating model to (i) consolidate certain service providers, (ii) expand outsourced services, and (iii) redesign and standardize the related end-to-end business processes, leveraging advanced technology to improve productivity.

These actions will primarily result in other charges, including professional services related to the design, implementation and execution of the initiative.

These charges include transition and transformation support, process design, and costs to support the global project management office for this initiative.

These actions will also result in employee severance through a net reduction in workforce and contract termination charges.

• Value Chain Optimization – The Company approved initiatives to reduce spans and layers, as well as right-size organizational capabilities and facilities within its supply chain and research and development functions and networks.

These actions will primarily result in employee severance through a net reduction in workforce, as well as asset-related costs and costs to decommission and relocate activities.

• Enabling Function Re-Invention – The Company approved initiatives to reorganize and right-size various corporate functions.

These activities will primarily result in employee severance through a net reduction in workforce.

• Future of Brand-led Model – The Company approved initiatives to redesign spans and layers in its marketing, creative and other functions within the brand and product category structures to make them leaner, faster and more agile.

Additionally, as a result of the reorganization and right-sizing of various areas of the organization as previously approved under the Restructuring Program, the Company approved initiatives to exit office leases.

These activities will primarily result in employee severance through a net reduction in workforce and asset-related costs.

• Future of Brand-led Model – The Company approved initiatives to reorganize and simplify its global marketing and creative operating model, as well as redesign spans and layers in its marketing, creative and other functions within the brand and product category structures to make them leaner, faster and more agile and drive greater efficiency and effectiveness.

These activities will primarily result in employee severance through a net reduction in workforce.

• Go-to-Market Operating Model Acceleration – The Company approved initiatives to optimize and right-size the organizational structure within its geographic regions to drive greater efficiency and effectiveness.

Additionally, initiatives were approved to reorganize and optimize the selling model within its geographic regions, and to right-size select brand organizations, given its strategic focus on accelerating best-in-class consumer coverage, including its evolution toward high-growth channels, and the constant evaluation of its brand portfolio.

These activities will result in employee severance through a net reduction in workforce, costs associated with sales returns and inventory write-offs, as well as asset-related costs.

• Digital Organization Transformation – The Company approved initiatives to reorganize and right-size its technology functions, which support its internal enterprise operations and commercial capabilities in order to create a leaner, more efficient and more agile organization.

Additionally, initiatives were approved to modernize the Company's direct-to-consumer digital technology infrastructure to deliver best-in-class omnichannel consumer experiences.

These activities will primarily result in employee severance through a net reduction in workforce, as well as asset-related costs.

Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $ 1,748 million (before tax) in connection with these initiatives, which other than the non-cash charges, have been funded from cash provided by operations for initiatives implemented to date, and for the remaining initiatives, are expected to result in future cash expenditures funded from cash provided by operations.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These activities will result in employee severance through a net reduction in workforce, inventory write-offs, as well as costs associated with sales returns.

• Digital Organization Transformation – The Company approved initiatives to begin to reorganize and right-size its technology functions, which support its internal enterprise and commercial capabilities, to create a leaner, faster, more effective and more agile technology organization.

These activities will primarily result in employee severance through a net reduction in workforce.

Once the relevant accounting criteria have been met, the Company expects to record cumulative restructuring and other charges of approximately $ 747 million (before tax) in connection with these initiatives, which other than the non-cash charges, are expected to result in future cash expenditures funded from cash provided by operations.

Restructuring Program Restructuring and Other Charges

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The Company classifies other charges associated with restructuring activities as follows:

Sales Returns and Cost of Sales – Product returns (offset by the related cost of sales) and inventory write-offs or write-downs as a direct result of an approved restructuring initiative to exit certain businesses or locations will be recorded as a component of Net sales and/or Cost of sales when estimable and reasonably assured.

Other Charges – Other charges related to the design and implementation of approved initiatives, which are charged to Operating expenses as incurred and primarily include the following:

• Consulting and other professional services for organizational design of the future structures and processes as well as the implementation thereof;

Sales Returns and Cost of Sales – Product returns (offset by the related cost of sales) and inventory write-offs or write-downs as a direct result of an approved restructuring initiative to exit certain businesses or locations are recorded as a component of Net sales and/or Cost of sales when estimable and reasonably assured.

Other Charges – Other charges related to the design and implementation of approved initiatives are charged to Operating expenses as incurred and primarily include the following:

• Consulting and other professional services for transition support, transformational organization design of the future structures and processes, as well as the implementation and execution thereof;

• Temporary labor backfill;

2 unchanged sentences

The Company records approved charges associated with restructuring and other activities once the relevant accounting criteria have been met.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total cumulative charges recorded associated with restructuring and other activities for the Restructuring Program were:

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— 9 432 54 495

Fiscal 2026 13 ( 2 ) 608 205 824

Cumulative charges through June 30, 2026

$ 13 $ 7 $ 1,132 $ 282 $ 1,434

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions) Employee-

4 unchanged sentences

413 11 3 5 432

Fiscal 2026 514 64 22 8 608

Cumulative charges through June 30, 2026

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Cash payments

Non-Cash asset write-offs

— ( 2 ) — — ( 2 )

Translation and other adjustments

( 2 ) — — — ( 2 )

Balance at June 30, 2024

Charges 413 11 3 5 432

Cash payments ( 126 ) — ( 1 ) ( 5 ) ( 132 )

Non-cash asset write-offs

— ( 11 ) — — ( 11 )

Non-cash asset-related costs — ( 2 ) — — ( 2 )

Translation and other adjustments

2 unchanged sentences

413 11 3 5 432

Accrued restructuring charges at June 30, 2025 relating to the Restructuring Program are expected to result in cash expenditures funded from cash provided by operations of approximately $ 274 million, $ 86 million, and $ 11 million for fiscal 2026, 2027, and 2028, respectively.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Charges associated with restructuring and other activities are not allocated to the Company's product categories or geographic regions because they are centrally directed and controlled, are not included in internal measures of product category or geographic region performance and result from activities that are deemed Company-wide initiatives to redesign, resize and reorganize select areas of the business.

Post-COVID Business Acceleration Program

On August 20, 2020, the Company announced a two-year restructuring program, Post-COVID Business Acceleration Program (the “PCBA Program”), designed to realign the Company's business to address the dramatic shifts to its distribution landscape and consumer behaviors in the wake of the COVID-19 pandemic.

The PCBA Program’s main areas of focus included accelerating the shift to online with the realignment of the Company’s distribution network reflecting freestanding store and certain department store closures, with a focus on North America and Europe, the Middle East & Africa;

the reduction in brick-and-mortar point of sale employees and related support staff;

and the redesign of the Company’s regional branded marketing organizations, plus select opportunities in global brands and functions.

As of June 30, 2025, the net reduction of positions over the duration of the PCBA Program was approximately 2,800 positions globally.

This reduction included the elimination of some positions, retraining and redeployment of certain employees and investment in new positions in key areas.

As of June 30, 2025, over the duration of the PCBA program, the Company closed approximately 16 % of its freestanding stores.

The Company approved specific initiatives under the PCBA Program through fiscal 2022 and has substantially completed those initiatives.

Inclusive of approvals from inception through June 30, 2022, the PCBA Program resulted in related restructuring and other charges totaling approximately $ 426 million, before taxes, through June 30, 2025.

Specific actions taken during the PCBA Program include:

• Optimize Digital Organization and Other Go-To-Market Organizations – The Company approved initiatives to enhance its go-to-market capabilities and shift more resources to support online growth.

These initiatives resulted in a net reduction of the workforce, which includes position eliminations, the re-leveling of certain positions and an investment in new capabilities.

• Optimize Select Marketing, Brand and Global Functions – The Company reduced its corporate and certain of its brand office footprints, by restructuring where and how its employees work and collaborate.

In addition, the Company approved initiatives to reduce organizational complexity and leverage scale across various Global functions.

These actions resulted in asset write-offs, employee severance, lease termination fees, and consulting and other professional services for the design and implementation of the future structures and processes.

• Optimize Distribution Network – To help restore profitability to pre-COVID-19 pandemic levels in certain areas of its distribution network and, as part of a broader initiative to be completed in phases, the Company approved initiatives to close a number of underperforming freestanding stores, counters and other retail locations, mainly in certain affiliates across all geographic regions, including the Company's travel retail network.

These closures reflected changing consumer behaviors including higher demand for online and omnichannel capabilities.

These activities resulted in product returns, termination of contracts, a net reduction in workforce, and inventory and other asset write-offs.

• Exit of the Global Distribution of BECCA Products – In reviewing the Company's brand portfolio to improve efficiency and the sustainability of long-term investments, the decision was made to exit the global distribution of BECCA products due to its limited distribution, the ongoing decline in product demand and the challenging environment caused by the COVID-19 pandemic.

These activities resulted in charges for the impairment of goodwill and other intangible assets, product returns, termination of contracts, and employee severance.

• Exit of Certain Designer Fragrance Licenses – In reviewing the Company’s brand portfolio of fragrances and to focus on investing its resources on alternative opportunities for long-term growth and value creation globally, the Company announced that it would not renew its license agreements for the Donna Karan New York, DKNY, Michael Kors, Tommy Hilfiger and Ermenegildo Zegna product lines when their respective terms expired in June 2023.

The Company negotiated early termination agreements with each of the licensors effective June 30, 2022.

These actions resulted in asset write-offs, including charges for the impairment of goodwill, employee-related costs, and consulting and legal fees.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Brand Transformation – In reviewing the Company’s brand portfolio to accelerate growth within the makeup product category and to support long-term investments, the decision was made to strategically reposition Smashbox to capitalize on changing consumer preferences and to mitigate the impact caused by the COVID-19 pandemic on the brand.

These actions primarily resulted in product returns and inventory write-offs.

PCBA Program Restructuring and Other Charges

For the classification of the restructuring and other charges for the PCBA program, please refer to the Restructuring Program Component of the Profit Recovery and Growth Plan above.

The Company records approved charges associated with restructuring and other activities once the relevant accounting criteria have been met.

Total cumulative charges recorded associated with restructuring and other activities for the PCBA Program were:

Net Sales) Cost of Sales Operating Expenses Total

(In millions) Restructuring

Charges Other

Total Charges (Adjustments)

$ 14 $ 2 $ 201 $ 4 $ 221

4 5 109 9 127

27 3 35 12 77

( 3 ) ( 1 ) ( 6 ) 1 ( 9 )

Cumulative charges through June 30, 2025

$ 43 $ 10 $ 340 $ 33 $ 426

(In millions) Employee-

Terminations Other Exit

Restructuring Charges (Adjustments)

$ 119 $ 75 $ 6 $ 1 $ 201

84 11 13 1 109

3 31 ( 2 ) 3 35

( 4 ) 4 1 — 1

( 6 ) 1 ( 1 ) — ( 6 )

Cumulative charges through June 30, 2025

$ 196 $ 122 $ 17 $ 5 $ 340

(1) Asset-related costs include fiscal 2021 goodwill and other intangible asset impairment charges of $ 13 million and $ 34 million, respectively, relating to the exit of the global distribution of BECCA products.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in accrued restructuring charges from the PCBA Program inception through June 30, 2025 were:

(In millions) Employee-

Costs Contract

Terminations Other Exit

Charges $ 119 $ 75 $ 6 $ 1 $ 201

Cash payments

Non-cash asset write-offs

( 126 ) — ( 1 ) ( 5 ) ( 132 )

Balance at June 30, 2021

101 — — — 101

Charges 84 11 13 1 109

Cash payments ( 52 ) — ( 13 ) 1 ( 64 )

Non-cash asset write-offs

— ( 11 ) ( 11 )

Non-cash asset-related costs — ( 11 ) — — ( 11 )

Translation and other adjustments

4 unchanged sentences

Cash payments ( 261 ) ( 5 ) ( 2 ) ( 7 ) ( 275 )

Non-cash asset write-offs — ( 31 ) — — ( 31 )

Translation and other adjustments ( 7 ) — 4 — ( 3 )

Balance at June 30, 2023

Charges ( 4 ) 4 1 — 1

Cash payments ( 49 ) — ( 1 ) — ( 50 )

Non-cash asset write-offs — ( 4 ) — — ( 4 )

Translation and other adjustments — — ( 1 ) — ( 1 )

Balance at June 30, 2024 28 — — — 28

Charges ( 6 ) 1 ( 1 ) — ( 6 )

Cash payments ( 17 ) — — — ( 17 )

Non-cash asset write-offs — — — — —

Non-cash asset-related costs — ( 59 ) — — ( 59 )

Translation and other adjustments

( 14 ) — 1 — ( 13 )

Balance at June 30, 2026

$ 608 $ — $ 23 $ 1 $ 632

Accrued restructuring charges at June 30, 2025 relating to the PCBA Program are expected to result in cash expenditures funded from cash provided by operations of approximately $ 4 million and $ 1 million for each of fiscal 2026 and 2027, respectively.

Accrued restructuring charges at June 30, 2026 relating to the Restructuring Program are expected to result in cash expenditures funded from cash provided by operations of approximately $ 530 million, $ 85 million, and $ 17 million for fiscal 2027, 2028, and 2029, respectively.

THE ESTÉE LAUDER COMPANIES INC.

12 unchanged sentences

Total deferred benefit for income taxes ( 164 ) ( 396 ) ( 265 )

( 396 ) ( 265 ) ( 186 )

Total provision for income taxes $ 335 $ 93 $ 363

$ 93 $ 363 $ 387

(Loss) earnings before income taxes include earnings contributed by the Company’s foreign operations of $ 773 million, $ 1,347 million and $ 1,818 million for fiscal 2025, 2024 and 2023, respectively.

A portion of these earnings is taxed in the United States.

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 ("TCJA"), modifications to the international tax framework and the restoration of certain business tax provisions.

Earnings (loss) before income taxes from the Company’s operations in the United States were $ 117 million, $( 1,813 ) million and $( 575 ) million for fiscal years 2026, 2025 and 2024, respectively.

Earnings before income taxes from the Company’s foreign operations were $ 400 million, $ 773 million and $ 1,347 million for fiscal 2026, 2025 and 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act was enacted.

This legislation includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (the "TCJA"), 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.

The Company is currently evaluating the impact of the new legislation.

On August 16, 2022, the U.S.

federal government enacted the Inflation Reduction Act, including a tax provision implementing a 15% corporate alternative minimum tax based on global adjusted financial statement income.

The corporate alternative minimum tax did not have an impact on the Company's consolidated financial statements for the years ended June 30, 2025 and June 30, 2024.

On July 20, 2020, the U.S.

government released final and proposed regulations under the global intangible low-taxed income (“GILTI”) provisions of the TCJA that provide for a high-tax exception to the GILTI tax.

These regulations are retroactive to the original enactment of the GILTI tax provision, commencing with the Company's 2019 fiscal year.

The Company has elected to apply the GILTI high-tax exception beginning with fiscal 2019 through 2024, and intends to make the election for fiscal 2025.

The most impactful provision effective beginning in fiscal 2026 relates to the expansion of the business interest expense deduction limitation.

The resulting increase in tax deductible interest expense reduced U.S.

taxable income and increased the excess U.S.

foreign tax credits generated which require a valuation allowance.

The unfavorable impact of the One Big Beautiful Bill Act for fiscal 2026 was $ 52 million.

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

In certain countries that have enacted legislation incorporating the global minimum tax, it became effective for the Company at the beginning of fiscal 2025.

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.

The Company is continuing to monitor and evaluate the potential impact of newly enacted legislation incorporating the global minimum tax in additional countries.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated tax impact of such legislation has been included in the provision for income taxes for the fiscal years ended June 30, 2026 and 2025 and was not material.

On August 26, 2024, the U.S.

2 unchanged sentences

The decision related to the TCJA deduction for certain deemed foreign dividends otherwise subject to the Transition Tax on unrepatriated earnings of applicable foreign subsidiaries.

Based on the Company's evaluation of the technical merits of this decision, the Company has filed a protective refund claim with the U.S.

Internal Revenue Service in the fiscal 2025 fourth quarter.

At this time the Company believes it is more-likely-than-not that such income tax benefit will not be sustained.

The Company has accrued a $ 73 million estimated tax benefit in the provision for income taxes, offset by an uncertain tax position reserve accrual for the estimated $ 73 million Transition Tax at issue.

As a result, there was no net impact to the provision for income taxes and accompanying consolidated statement of (loss) earnings, or to the accompanying consolidated balance sheet for the year ended June 30, 2025.

Based on the Company's evaluation of the technical merits of this decision, in fiscal 2025 the Company filed a protective refund claim with the U.S.

Internal Revenue Service.

Since the Company believed it was more-likely-than-not that such income tax benefit would not be sustained, the Company accrued a $ 73 million estimated tax benefit in the provision for income taxes in fiscal 2025, offset by an uncertain tax position reserve for the estimated $ 73 million Transition Tax at issue.

As a result, there was no net impact to the provision for income taxes and accompanying consolidated statement of earnings (loss), or to the accompanying consolidated balance sheet as of and for the year ended June 30, 2025.

On April 8, 2026, the U.S.

Tax Court issued its second opinion in Varian Medical Systems v.

Commissioner (“Varian Two”).

In Varian Two, the U.S.

Tax Court concluded that the TCJA deduction for certain deemed foreign dividends is limited to directly owned foreign subsidiaries while also clarifying the manner of calculating the impact of the allowable deduction on U.S.

foreign tax credits.

Following its evaluation of the technical merits of Varian Two, the Company has maintained its $ 73 million protective refund claim and continues to believe, based on the information available as of June 30, 2026, that it is more likely than not that such claim will not be sustained, and as such has not adjusted the previously recorded uncertain tax position reserve for the $ 73 million income tax benefit as of June 30, 2026.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s actual effective tax rate on (loss) earnings before income taxes is as follows:

federal statutory income tax rate to the Company’s actual effective tax rate on earnings (loss) before income taxes, including the primary components, is as follows:

Year Ended June 30,

2026 2025 (1)(2)

Provision for income taxes at statutory rate 21.0 % 21.0 % 21.0 %

($ in millions) $ % $ % $ %

Provision (benefit) for income taxes at statutory rate $ 109 21.0 % $ ( 218 ) 21.0 % $ 162 21.0 %

Increase (decrease) due to:

State and local income taxes, net of federal tax benefit ( 0.2 ) 1.1 0.3

Stock-based compensation arrangements – excess tax expense (benefits), net ( 3.4 ) 3.0 ( 0.8 )

Taxation of foreign operations ( 10.4 ) 15.9 8.6

Income tax reserve adjustments 0.3 ( 0.4 ) ( 0.1 )

Nondeductible goodwill impairment charges ( 0.1 ) 7.9 —

research and development tax credit

State and local income taxes, net of federal income tax effect (3)

( 1 ) ( 0.2 ) 1 ( 0.1 ) ( 2 ) ( 0.3 )

Changes in valuation allowance ( 16.5 ) — —

Other, net ( 0.8 ) 0.7 ( 0.4 )

Effective tax rate (2)

Foreign tax effects

Statutory income tax rate differential 14 2.7 13 ( 1.2 ) 22 2.8

Withholding tax 68 13.2 54 ( 5.2 ) 63 8.2

Other 3 0.6 3 ( 0.3 ) 3 0.4

Statutory income tax rate differential — — ( 2 ) 0.2 ( 10 ) ( 1.3 )

Withholding tax 9 1.7 9 ( 0.9 ) 13 1.7

Nondeductible goodwill impairment — — — — 61 7.9

Other 2 0.4 ( 6 ) 0.6 6 0.8

Statutory income tax rate differential ( 17 ) ( 3.3 ) ( 35 ) 3.4 ( 62 ) ( 8.0 )

Local income tax 7 1.4 14 ( 1.3 ) 8 1.0

Other 3 0.6 5 ( 0.5 ) 3 0.4

All other foreign jurisdictions (4)

134 25.9 82 ( 7.9 ) 135 17.4

(1) In fiscal 2025, as a result of the loss before income taxes, all reconciling items that are income tax expenses are presented as decreases to the rate, and all reconciling items that are income tax benefits are presented as increases to the rate.

(2) For fiscal 2025 and fiscal 2024, the reconciling items between the Company's U.S.

federal statutory income tax rate and the Company's actual effective tax rate were materially impacted by the decrease in earnings before income taxes from fiscal 2024 to fiscal 2025 and from fiscal 2023 to fiscal 2024, respectively.

Income tax reserve adjustments represent changes in the Company’s net liability for unrecognized tax benefits related to prior-year tax positions including the impact of tax settlements and lapses of the applicable statutes of limitations.

All excess tax benefits and tax deficiencies related to stock-based compensation awards are recorded as income tax expense or benefit in the consolidated statements of (loss) earnings.

The Company recognized $ 35 million and $ 23 million of income tax expense for tax deficiencies associated with stock-based compensation for the fiscal years ended June 30, 2025 and 2024, respectively, as compared to $ 11 million of excess tax benefits, net as a reduction to the provision for income taxes for the fiscal year ended June 30, 2023, in the accompanying consolidated statements of (loss) earnings.

The Company has $ 4,466 million of undistributed earnings of foreign subsidiaries as of June 30, 2025.

Included in this amount is approximately $ 1,117 million of earnings considered permanently reinvested for which no deferred income taxes have been provided.

If these reinvested earnings were repatriated into the United States as dividends, the Company would be subject to approximately $ 77 million in taxes, primarily related to foreign withholding taxes as well as additional state and local income taxes.

During the fourth quarter of fiscal 2023, in connection with a planned change in the Company's legal entity structure that exempts foreign withholding tax on certain undistributed earnings, the Company changed its assertion regarding its ability and intent to indefinitely reinvest undistributed earnings of certain foreign subsidiaries and determined that $ 5,548 million of undistributed earnings of such foreign subsidiaries are no longer considered indefinitely reinvested.

The federal, state, local and foreign deferred income tax impact of this change was not material.

Effects of cross-border tax laws

Global intangible low-tax income (GILTI) 18 3.5 27 ( 2.6 ) 41 5.3

Subpart F income ( 21 ) ( 4.1 ) 35 ( 3.4 ) 58 7.5

Foreign derived intangible income (FDII) ( 25 ) ( 4.8 ) — — — —

Branch income 14 2.7 19 ( 1.8 ) 26 3.4

foreign tax credits (FTCs) ( 72 ) ( 13.9 ) ( 132 ) 12.7 ( 191 ) ( 24.7 )

Research & development tax credit ( 9 ) ( 1.7 ) ( 13 ) 1.3 ( 17 ) ( 2.2 )

Changes in valuation allowances 31 6.0 188 ( 18.1 ) 25 3.2

Nontaxable or nondeductible items

Stock-based compensation - excess tax provision expense 15 2.9 31 ( 3.0 ) 16 2.1

Other 10 1.9 8 ( 0.8 ) 6 0.8

Changes in unrecognized tax benefits 39 7.5 7 ( 0.7 ) 4 0.5

Other adjustments 4 0.8 3 ( 0.3 ) ( 7 ) ( 0.9 )

Effective tax rate $ 335 64.8 % $ 93 ( 8.9 ) % $ 363 47.0 %

(1) In fiscal 2025, as a result of the loss before income taxes, all reconciling items to the effective tax rate that are income tax expenses are presented as decreases to the rate, and all reconciling items that are income tax benefits are presented as increases to the rate.

Amounts presented as increases from the U.S.

federal statutory income tax benefit are expenses and decreases are benefits.

(2) For fiscal 2025, the reconciling items between the Company's U.S.

federal statutory income tax rate and the Company's actual effective tax rate were materially impacted by the decrease in earnings before income taxes from fiscal 2024 to fiscal 2025.

(3) For fiscal 2026 state income taxes in California and Oklahoma make up greater than 50% of the tax effect in this line item.

For fiscal 2025 state income taxes in California, Massachusetts, North Carolina, and Texas make up greater than 50% of the tax effect in this line item.

For fiscal 2024 state income taxes in California and Maryland make up greater than 50% of the tax effect in this line item.

(4) This line item includes the impact of foreign valuation allowances of approximately $ 26 million, $ 16 million and $( 1 ) million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized $ 21 million, $ 35 million and $ 23 million of income tax expense for U.S.

and foreign tax deficiencies associated with stock-based compensation for the fiscal years ended June 30, 2026, 2025 and 2024, respectively, in the accompanying consolidated statements of earnings (loss).

The Company has approximately $ 4,220 million of undistributed earnings of foreign subsidiaries as of June 30, 2026, a portion of which is considered permanently reinvested for which no deferred income taxes have been provided.

If these reinvested earnings were repatriated into the United States as dividends, the Company would be subject to approximately $ 91 million in taxes, primarily related to foreign withholding taxes as well as additional state and local income taxes.

Significant components of the Company’s deferred tax assets and liabilities were as follows:

2 unchanged sentences

Compensation-related expenses $ 226 $ 201

Inventory obsolescence and other inventory related reserves 101 103

Inventory 94 101

Retirement benefit obligations 21 45

16 unchanged sentences

As of June 30, 2026 and 2025, certain subsidiaries had $ 1,013 million and $ 972 million of foreign net operating loss carryforwards, respectively, the tax effect of which was $ 219 million and $ 213 million, respectively, as well as U.S.

federal tax credit carryforwards of $ 172 million and $ 180 million, respectively, and state and local tax credit carryforwards of $ 11 million and $ 8 million, respectively.

federal tax credit carryforwards of $ 178 million and $ 172 million, respectively, and state and local income tax credit carryforwards of $ 14 million and $ 11 million, respectively.

With the exception of $ 588 million of net operating losses with an indefinite carryforward period as of June 30, 2026, these net operating loss carryforwards expire at various dates through fiscal 2039.

The state and local tax credit carryforwards will begin to expire in fiscal 2029.

The state and local income tax credit carryforwards will begin to expire in fiscal 2029.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has recorded a valuation allowance of $ 525 million and $ 454 million as of June 30, 2026 and 2025, respectively, principally against certain net operating loss carryforwards and tax credit carryforwards.

1 unchanged sentence

During fiscal 2025, the Company established a U.S.

valuation allowance of $ 172 million against general foreign tax credit and research and development tax credit carryforwards as it was determined more-likely-than-not that these deferred tax assets would not be realized.

valuation allowance of $ 172 million against general U.S.

foreign tax credit and research and development tax credit carryforwards as it was determined more-likely-than-not that these deferred tax assets would not be realized.

This determination was driven by the Company's weighing of relevant evidence including lower U.S.

2 unchanged sentences

At June 30, 2026, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 167 million.

The increase in the gross amount of unrecognized tax benefits as of June 30, 2025 as compared to June 30, 2024 was primarily attributable to having established an uncertain tax position reserve accrual for the Transition Tax at issue based on the August 26, 2024 U.S.

Tax Court decision in Varian v.

Commissioner, as discussed above.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The increase in the gross amount of unrecognized tax benefits as of June 30, 2026 as compared to June 30, 2025 was primarily attributable to having established uncertain tax position reserves arising from transfer pricing matters impacting multiple tax jurisdictions.

The Company classifies applicable interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

The total gross accrued interest and penalty expense recorded during fiscal 2025, 2024 and 2023 in the accompanying consolidated statements of (loss) earnings was $ 2 million, $ 3 million and $ 2 million, respectively.

The total gross accrued interest and penalty expense recorded during fiscal 2026, 2025 and 2024 in the accompanying consolidated statements of earnings (loss) was $ 3 million, $ 2 million and $ 3 million, respectively.

The total gross accrued interest and penalties in the accompanying consolidated balance sheets at June 30, 2026 and 2025 was $ 22 million and $ 19 million, respectively.

17 unchanged sentences

During the fiscal 2026 second quarter, the Company received notification of the formal conclusion of the compliance process with respect to its fiscal 2024 income tax return under the IRS CAP, which had no impact on the Company’s consolidated financial statements for the year ended June 30, 2026.

Subsequent to June 30, 2025, the IRS completed its examination procedures with respect to fiscal 2024 under the IRS CAP.

Subsequent to June 30, 2026, the IRS completed its examination procedures with respect to fiscal 2025 under the IRS CAP, and the Company expects to receive formal notification during fiscal 2027.

There was no impact to the Company’s consolidated financial statements.

The Company expects to receive formal notification of the conclusion of the IRS CAP process for fiscal 2024 during fiscal 2026.

As of June 30, 2026, the compliance process was ongoing with respect to fiscal 2026.

2 unchanged sentences

During fiscal 2026, the Company concluded various state, local and foreign income tax audits and examinations while several other matters, including those noted above, were initiated or remained pending.

On the basis of the information available as of June 30, 2025, the Company does not expect significant changes to the total amount of unrecognized tax benefits within the next twelve months.

THE ESTÉE LAUDER COMPANIES INC.

20 unchanged sentences

The Company is also subject to income tax examinations in numerous other state, local and foreign jurisdictions.

The Company believes that its tax reserves are adequate for all years subject to examination.

The Company believes that its income tax reserves are adequate for all years subject to examination.

NOTE 9 – SUPPLIER FINANCE PROGRAMS

3 unchanged sentences

Changes in outstanding obligations confirmed as valid under the Company's supplier finance programs are as follows:

(In millions) June 30, 2025

(In millions) 2026 2025

Confirmed obligations outstanding, beginning of year

42 unchanged sentences

3.150 % Senior Notes, due March 15, 2027 (“2027 Senior Notes”)

2.000 % Senior Notes, due December 1, 2024 (“2024 Senior Notes”)

Commercial paper

Other long-term borrowings 28 28 — —

Other current borrowings — — — 178

Other long-term borrowings 28 31 — —

Revolving credit facilities

51 unchanged sentences

As a result of the treasury lock agreements, as well as the debt discount and debt issuance costs, the effective interest rate on the 2034 Senior Notes will be 4.53 % over the life of the debt.

(6) The Company entered into interest rate swap agreements with a notional amount totaling $ 700 million, $ 300 million and $ 600 million to effectively convert the fixed rate interest on its outstanding 2030 Senior Notes, 2031 Senior Notes and 2034 Senior Notes to variable interest rates based on the Secured Overnight Financing Rate ("SOFR") plus a margin.

(7) In May 2003, in anticipation of the issuance of the October 2033 Senior Notes, the Company entered into a series of treasury lock agreements on a notional amount totaling $ 195 million at a weighted-average all-in rate of 4.53 %.

7 unchanged sentences

As a result of the treasury lock agreements, as well as the debt discount and debt issuance costs, the effective interest rate on the 2031 Senior Notes will be 1.89 % over the life of the debt.

(9) The Company entered into interest rate swap agreements with a notional amount totaling $ 700 million and $ 300 million to effectively convert the fixed rate interest on its outstanding 2030 Senior Notes and 2031 Senior Notes to variable interest rates based on three month fallback Secured Overnight Financing Rate ("SOFR") plus a margin.

THE ESTÉE LAUDER COMPANIES INC.

6 unchanged sentences

As a result of the treasury lock agreements, the debt discount and debt issuance costs, the effective interest rate on the 2027 Senior Notes will be 3.18 % over the life of the debt.

In May 2025, the Company entered into a $ 1,000 million senior unsecured revolving credit facility (the "364-Day Facility").

The 364-Day Facility expires on May 22, 2026.

In May 2026, the Company renewed its $ 1,000 million senior unsecured revolving credit facility (the "364-Day Facility") that was initially entered into in May 2025 and expired on May 22, 2026.

The renewed 364-Day Facility expires on May 21, 2027.

Up to the equivalent of $ 1,000 million of the 364-Day Facility is available for multi-currency loans.

3 unchanged sentences

The 364-Day Facility contains a cross-default provision whereby a failure to pay other material financial obligations in excess of $ 175 million (after grace periods and absent a waiver from the lenders) would result in an event of default and the acceleration of the maturity of any outstanding debt under this facility.

At June 30, 2025, no borrowings were outstanding under the 364-Day Facility.

At June 30, 2026 and 2025, no borrowings were outstanding under the current or prior 364-Day Facility.

In December 2024, the Company repaid the outstanding principal balance of its $ 500 million, 2024 Senior Notes at maturity with cash from operations.

In June 2024, the Company replaced its $ 2,500 million senior unsecured revolving credit facility that was set to expire in October 2026 with a new $ 2,500 million senior unsecured revolving credit facility (the “2024 Facility”).

The 2024 Facility expires on June 7, 2029 unless extended for up to two additional years in accordance with the terms set forth in the agreement.

Up to the equivalent of $ 750 million of the 2024 Facility is available for multi-currency loans.

Interest rates on borrowings under the 2024 Facility will be based on prevailing market interest rates in accordance with the agreement.

The costs incurred to establish the 2024 Facility were not material.

In fiscal 2025, the 2024 Facility's annual fee was $ 1.8 million, payable quarterly, which can fluctuate based on the Company’s credit ratings each period.

The 2024 Facility contains a cross-default provision whereby a failure to pay other material financial obligations in excess of $ 175 million (after grace periods and absent a waiver from the lenders) would result in an event of default and the acceleration of the maturity of any outstanding debt under this facility.

The 2024 Facility may be increased, at the election of the Company, by up to $ 500 million in accordance with the terms set forth in the agreement.

At June 30, 2025, no borrowings were outstanding under the 2024 Facility.

In February 2024, the Company completed a public offering of $ 650 million aggregate principal amount of its 2034 Senior Notes.

The Company used the proceeds from this offering for general corporate purposes, including funding a portion of the price to purchase the remaining interest in DECIEM, operating expenses, working capital, capital expenditures and redemptions and repayment of short-term or long-term borrowings, including outstanding commercial paper as it matured.

The Company maintains a $ 2,500 million senior unsecured revolving credit facility (the "revolving credit facility") that expires on June 7, 2029 unless extended for up to two additional years in accordance with the terms set forth in the agreement.

Up to the equivalent of $ 750 million of the revolving credit facility is available for multi-currency loans.

Interest rates on borrowings under the revolving credit facility will be based on prevailing market interest rates in accordance with the agreement.

In fiscal 2026, the revolving credit facility's annual fee was $ 2.2 million, payable quarterly, which can fluctuate based on the Company’s credit ratings each period.

The revolving credit facility contains a cross-default provision whereby a failure to pay other material financial obligations in excess of $ 175 million (after grace periods and absent a waiver from the lenders) would result in an event of default and the acceleration of the maturity of any outstanding debt under this facility.

The revolving credit facility may be increased, at the election of the Company, by up to $ 500 million in accordance with the terms set forth in the agreement.

At June 30, 2026 and 2025, no borrowings were outstanding under the revolving credit facility.

The Company maintains uncommitted credit facilities in various regions throughout the world.

1 unchanged sentence

During fiscal 2026 and fiscal 2025, there were no amounts outstanding.

Refer to Note 17 – Commitments and Contingencies for the Company’s projected debt service payments as of June 30, 2025 and over the next five fiscal years.

Refer to Note 16 – Commitments and Contingencies for the Company’s projected debt service payments over the next five years as of June 30, 2026.

THE ESTÉE LAUDER COMPANIES INC.

3 unchanged sentences

The Company does not utilize derivative financial instruments for trading or speculative purposes.

Costs associated with entering into derivative financial instruments have not been material to the Company’s consolidated financial results.

At June 30, 2026, the notional amount of derivatives not designated as hedging instruments was $ 3,401 million.

Fair Value Hedges

The Company enters into interest rate derivative contracts to manage the exposure to interest rate fluctuations on its funded indebtedness.

At June 30, 2025, the Company has interest rate swap agreements, with notional amounts totaling $ 700 million and $ 300 million to effectively convert the fixed rate interest on its 2030 Senior Notes and 2031 Senior Notes, respectively, to variable interest rates based on three month fallback SOFR plus a margin.

These interest rate swap agreements are designated as fair value hedges of the related long-term debt, and the changes in the fair value of the interest rate swap agreements are exactly offset by the change in the fair value of the underlying long-term debt.

The Company enters into interest rate contracts to manage the exposure to interest rate fluctuations on its funded indebtedness.

At June 30, 2026, the Company has interest rate swap contracts, with notional amounts totaling $ 700 million, $ 300 million and $ 600 million to effectively convert the fixed rate interest on its 2030 Senior Notes, 2031 Senior Notes and 2034 Senior Notes, respectively, to variable interest rates based on the Secured Overnight Financing Rate ("SOFR") plus a margin.

These interest rate swap contracts are designated as fair value hedges of the related long-term debt, and the changes in the fair value of the interest rate swap contracts are exactly offset by the change in the fair value of the underlying long-term debt.

The Company enters into cross-currency swap contracts to manage the exposure of foreign exchange rate fluctuations on its intercompany foreign currency denominated debt.

At June 30, 2026, the Company has cross-currency swap contracts with notional amounts totaling $ 406 million, to hedge the impact of foreign currency changes on certain intercompany foreign currency denominated debt.

The cross-currency swap contracts are designated as fair value hedges of the related intercompany debt, and the gains and losses representing hedge components included in the assessment of effectiveness are presented in the same line item as the earnings effect of the hedged transaction in the consolidated statements of (loss) earnings.

The cross-currency swap contracts are designated as fair value hedges of the related intercompany debt, and the gains and losses representing hedge components included in the assessment of effectiveness are presented in the same income statement line item as the earnings effect of the hedged transaction in the consolidated statements of earnings (loss).

Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis.

The earnings recognition of excluded components is presented in the same line item as the earnings effect of the hedged transaction in the consolidated statements of (loss) earnings.

Any difference between the changes in the fair value of the excluded components and amounts recognized in (loss) earnings will be recognized in AOCI.

The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction in the consolidated statements of earnings (loss).

Any difference between the changes in the fair value of the excluded components and amounts recognized in earnings (loss) will be recognized in AOCI.

The estimated net gain on the Company’s derivative instruments designated as fair value hedges as of June 30, 2026 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $ 11 million.

The accumulated net gain (loss) on derivative instruments designated as fair value hedges in AOCI was $ 7 million and $( 7 ) million as of June 30, 2025 and 2024, respectively.

The accumulated net gain on derivative instruments designated as fair value hedges in AOCI was $ 6 million and $ 7 million as of June 30, 2026 and 2025, respectively.

Cash Flow Hedges

The Company enters into foreign currency forward contracts to hedge anticipated transactions and receivables and payables denominated in foreign currencies, for periods consistent with the Company’s identified exposures.

The Company enters into foreign currency forward contracts to hedge anticipated transactions denominated in foreign currencies, for periods consistent with the Company’s identified exposures.

The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the cash flows that the Company receives from foreign subsidiaries.

The foreign currency forward contracts entered into to hedge anticipated transactions and receivables and payables denominated in foreign currencies have been designated as cash flow hedges and have varying maturities through the end of December 2026.

The foreign currency forward contracts entered into to hedge anticipated transactions denominated in foreign currencies have been designated as cash flow hedges and have varying maturities through the end of June 2027.

Hedge effectiveness of the foreign currency forward contracts is based on the forward method, which includes forward points in the effectiveness assessment.

At June 30, 2026, the Company had cash flow hedges outstanding with a notional amount totaling $ 1,367 million.

For foreign currency hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses in AOCI are reclassified to Net sales when the underlying forecasted transaction occurs.

For foreign currency forward contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses in AOCI are reclassified to Net sales when the underlying forecasted transaction occurs.

If it is probable that the forecasted transaction will no longer occur, then any gains or losses in AOCI are reclassified to current-period Net sales.

5 unchanged sentences

The estimated net loss on the Company’s derivative instruments designated as cash flow hedges as of June 30, 2026 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $ 5 million.

The accumulated net (loss) gain on derivative instruments designated as cash flow hedges in AOCI was $( 13 ) million and $ 75 million as of June 30, 2025 and 2024, respectively.

The accumulated net gain (loss) on derivative instruments designated as cash flow hedges in AOCI was $ 25 million and $( 13 ) million as of June 30, 2026 and 2025, respectively.

Net Investment Hedges

5 unchanged sentences

At June 30, 2026, the Company had net investment hedges outstanding with notional amounts totaling $ 1,118 million.

As a matter of policy, the Company enters into derivative contracts only with counterparties that have a long-term credit rating of at least A- or higher by at least two nationally recognized rating agencies.

As a matter of policy, the Company only enters into derivative contracts with counterparties that have a long-term credit rating of at least A- or higher by at least two nationally recognized rating agencies.

The counterparties to these contracts are major financial institutions.

11 unchanged sentences

Derivatives Designated as Hedging Instruments:

Foreign currency forward contracts (2)

Prepaid expenses and other current assets;

Other assets $ 7 $ 49 Other accrued liabilities $ 82 $ 4

Foreign currency forward contracts Prepaid expenses and other current assets $ 29 $ 7 Other accrued liabilities $ 24 $ 82

Cross-currency swap contracts (2)

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(1) See Note 13 – Fair Value Measurements for further information about how the fair value of derivative assets and liabilities are determined.

(2) Included in the asset derivatives for the foreign currency forward contracts at June 30, 2024 is $ 2 million, classified within Other assets in the accompanying consolidated balance sheets.

There were no amounts classified in Other assets at June 30, 2025.

(2) Included in the asset derivatives for the cross-currency swap contracts at June 30, 2026 and June 30, 2025 is approximately $ 17 million and $ 40 million, respectively, classified within Other assets in the accompanying consolidated balance sheets.

6 unchanged sentences

Reclassified from AOCI into

(Loss) Earnings (1)

June 30 from AOCI into June 30

(In millions) 2025 2024 (Loss) Earnings

Earnings (Loss) (1)

from AOCI into June 30,

(In millions) 2026 2025 Earnings (Loss) 2026 2025

Derivatives in Cash Flow Hedging Relationships:

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Foreign currency forward contracts (3)

13 ( 63 ) — —

Cross-currency swap contracts (4)

42 ( 15 ) — —

Total net investment hedges 55 ( 78 ) — —

Total derivatives $ 66 $ ( 130 ) $ ( 27 ) $ 37

(1) The amount reclassified into the accompanying consolidated statements of (loss) earnings as a result of the discontinuance of cash flow hedges because it is probable that forecasted transactions will not occur by the end of the original time period was not material.

(1) The amount reclassified into the accompanying consolidated statements of earnings (loss) as a result of the discontinuance of cash flow hedges because it is probable that forecasted transactions will not occur by the end of the original time period was not material.

(2) Included within translation adjustments as a component of AOCI on the Company’s consolidated balance sheets.

(3) During fiscal 2025 and 2024 the gain recognized in the accompanying consolidated statements of (loss) earnings from foreign currency forward contracts related to the amount excluded from effectiveness testing was $ 21 million and $ 17 million, respectively.

(4) During fiscal 2025 the gain recognized in the accompanying consolidated statements of (loss) earnings from cross-currency swap contracts related to the amount excluded from effectiveness testing was $ 7 million.

Amount of Gain (Loss) Recognized in (Loss) Earnings on Derivatives

(3) During fiscal 2026 and 2025 the gain recognized in the accompanying consolidated statements of earnings (loss) from foreign currency forward contracts related to the amount excluded from effectiveness testing was $ 12 million and $ 21 million, respectively.

(4) During fiscal 2026 and 2025 the gain recognized in the accompanying consolidated statements of earnings (loss) from cross-currency swap contracts related to the amount excluded from effectiveness testing was $ 12 million and $ 7 million, respectively.

Amount of Gain (Loss)

Recognized in Earnings (Loss)

on Derivatives

Location of Gain (Loss) June 30,

(In millions) Recognized in (Loss) Earnings on Derivatives

(In millions) Recognized in Earnings (Loss) on Derivatives 2026 2025

Derivatives in Fair Value Hedging

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(1) Changes in the fair value representing hedge components included in the assessment of effectiveness of the cross-currency swap contracts are exactly offset by the change in the fair value of the underlying intercompany foreign currency denominated debt.

The gain recognized in the accompanying consolidated statements of (loss) earnings from cross-currency swap contracts related to the amount excluded from effectiveness testing in fiscal 2025 and 2024 was $ 19 million.

The gain recognized in the accompanying consolidated statements of earnings (loss) from cross-currency swap contracts related to the amount excluded from effectiveness testing in each of fiscal 2026 and 2025 was $ 19 million.

(2) Changes in the fair value of the interest rate contracts are exactly offset by the change in the fair value of the underlying long-term debt.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional information regarding the cumulative amount of fair value hedging gain (loss) recognized in in the accompanying consolidated statements of (loss) earnings for items designated and qualifying as hedged items in fair value hedges is as follows:

Additional information regarding the cumulative amount of fair value hedging gain (loss) recognized in the accompanying consolidated statements of earnings (loss) for items designated and qualifying as hedged items in fair value hedges is as follows:

(In millions)

Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included Carrying Amount of the

Hedged Liabilities Cumulative Amount of Fair

Hedged Liability Cumulative Amount of Fair

Value Hedging Gain (Loss)

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(In millions) Net Sales Selling, General and Administrative Interest Expense Net Sales Selling, General and Administrative Interest Expense

Total amounts of income and expense line items presented in the consolidated statements of (loss) earnings in which the effects of fair value and cash flow hedges are recorded

Total amounts of income and expense line items presented in the consolidated statements of earnings (loss) in which the effects of fair value and cash flow hedges are recorded

$ 15,049 $ 9,685 $ 334 $ 14,326 $ 9,456 $ 357

7 unchanged sentences

Gain on cash flow hedge relationships – interest rate contracts:

Amount of gain reclassified from AOCI

N/A N/A 2 N/A N/A —

Gain on cash flow hedge relationships – foreign currency forward contracts:

Amount of gain reclassified from AOCI

35 N/A N/A 50 N/A N/A

Amount of gain reclassified from AOCI N/A N/A 2 N/A N/A 2

Gain (loss) on cash flow hedge relationships – foreign currency forward contracts:

Amount of (loss) gain reclassified from AOCI ( 29 ) N/A N/A 35 N/A N/A

N/A (Not applicable)

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(In millions) Net Sales Selling, General and Administrative Interest Expense

Total amounts of income and expense line items presented in the consolidated statements of (loss) earnings in which the effects of fair value and cash flow hedges are recorded

Total amounts of income and expense line items presented in the consolidated statements of earnings (loss) in which the effects of fair value and cash flow hedges are recorded

$ 15,608 $ 9,621 $ 378

6 unchanged sentences

Derivatives designated as hedging instruments N/A 44 N/A

Loss on cash flow hedge relationships – interest rate contracts:

Amount of loss reclassified from AOCI

N/A N/A ( 1 )

Gain on cash flow hedge relationships – interest rate contracts:

Amount of gain reclassified from AOCI N/A N/A —

Gain on cash flow hedge relationships – foreign currency forward contracts:

3 unchanged sentences

Amount of Gain (Loss)

Recognized in (Loss) Earnings on Derivatives

Recognized in Earnings (Loss) on Derivatives

Location of Gain (Loss) June 30,

(In millions) Recognized in (Loss) Earnings on Derivatives

(In millions) Recognized in Earnings (Loss) on Derivatives 2026 2025

Derivatives Not Designated as Hedging Instruments:

45 unchanged sentences

Interest rate contracts

Cross-currency swap contracts — 15 — 15

Total $ — $ 216 $ — $ 216

5 unchanged sentences

Current and long-term debt $ 7,306 $ 6,814 $ 7,317 $ 6,794

Deferred consideration payable $ 322 $ 323 $ 341 $ 340

Notes payable and deferred consideration $ 123 $ 122 $ 322 $ 323

The following methods and assumptions were used to estimate the fair value of the Company’s financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents – Cash and all highly-liquid securities with original maturities of three months or less are classified as cash and cash equivalents, primarily consisting of cash deposits in interest bearing accounts, time deposits and money market funds (classified within Level 1 of the valuation hierarchy).

Cash deposits in interest bearing accounts and time deposits are carried at cost, which approximates fair value, due to the short maturity of cash equivalent instruments.

Cash deposits in interest bearing accounts and time deposits are carried at cost, which approximates fair value, due to the short maturity of these cash equivalent instruments.

Foreign currency forward contracts – The fair values of the Company’s foreign currency forward contracts were determined using an industry-standard valuation model, which is based on an income approach.

The significant observable inputs to the model, such as swap yield curves and currency spot and forward rates, were obtained from an independent pricing service.

To determine the fair value of contracts under the model, the difference between the contract price and the current forward rate was discounted using SOFR forward curves.

The significant observable inputs to the model, such as swap yield curves, SOFR forward curves and currency spot and forward rates, were obtained from an independent pricing service.

Cross-currency swap contracts – The fair values of the Company’s cross-currency swap contracts were determined using an industry-standard valuation model, which is based on the income approach.

5 unchanged sentences

The Company’s debt is classified within Level 2 of the valuation hierarchy.

Deferred consideration payable – The deferred consideration payable consists primarily of deferred payments associated with the TOM FORD Acquisition.

The fair value of the payments treated as deferred consideration payable are calculated based on the net present value of cash payments using an estimated borrowing rate based on quoted prices for a similar liability.

The Company’s deferred consideration payable is classified within Level 2 of the valuation hierarchy.

Refer to Note 5 – Asset Acquisition for additional information associated with the TOM FORD Acquisition.

Notes payable and deferred consideration – Notes payable and deferred consideration as of June 30, 2026 consist primarily of obligations to a vendor related to deferred service payments, and as of June 30, 2025 consist primarily of deferred payments associated with the fiscal 2023 acquisition of TOM FORD, which was paid during the fiscal 2026 first and third quarters.

The fair value of notes payable and deferred consideration are calculated based on the net present value of cash payments using an estimated borrowing rate based on quoted prices for a similar liability.

The Company’s notes payable and deferred consideration are classified within Level 2 of the valuation hierarchy.

Nonfinancial assets measured at fair value on a nonrecurring basis

In connection with its interim and annual impairment assessment of goodwill and other indefinite-lived intangible assets and the Dr.Jart+ other intangible asset impairment, the Company has measured certain nonfinancial assets at fair value on a nonrecurring basis, classified as Level 3 of the fair value hierarchy.

In fiscal 2025, in connection with its interim and annual impairment assessment of goodwill and other indefinite-lived intangible assets and the Dr.Jart+ other intangible asset impairment, the Company measured certain nonfinancial assets at fair value on a nonrecurring basis, classified as Level 3 of the fair value hierarchy.

Refer to Note 5 – Goodwill and Other Intangible Assets for discussion of the valuation techniques used to measure fair value, the description of the inputs and information used to develop those inputs.

6 unchanged sentences

The Americas $ 4,463 $ 4,410 $ 4,579

Europe, the Middle East & Africa 5,375 6,140 6,225

Europe, the United Kingdom and Ireland and Emerging Markets ("EUKEM") 3,794 3,566 3,539

Asia/Pacific (2)

3,746 3,606 4,587

Mainland China 3,058 2,741 2,904

15,061 14,323 15,609

Returns associated with restructuring and other activities ( 12 ) 3 ( 1 )

Net sales $ 15,049 $ 14,326 $ 15,608

(1) The net sales from the Company’s travel retail business are included in the Europe, the Middle East & Africa region, with the exception of net sales of Dr.Jart+ in the travel retail channel that are reflected in Korea in the Asia/Pacific region.

(1) The Company has reorganized its geographic regions, effective July 1, 2025 and has presented the information for each fiscal year under this new basis.

(2) The net sales from the Company’s travel retail business are included in the Asia/Pacific region.

Accounts Receivable

Accounts receivable, net is stated net of the allowance for doubtful accounts, including credit losses, and customer deductions totaling $ 38 million and $ 26 million as of June 30, 2025 and June 30, 2024, respectively.

Accounts receivable, net is stated net of the allowance for doubtful accounts, including credit losses, and customer deductions totaling $ 44 million and $ 38 million as of June 30, 2026 and 2025, respectively.

Payment terms are short-term in nature and are generally less than one year.

2 unchanged sentences

Allowance for credit losses, beginning of year

Provision (adjustment) for expected credit losses 11 ( 4 )

Provision for expected credit losses 20 11

Write-offs, net & other ( 16 ) 1

Allowance for credit losses, end of year

The remaining balance of the allowance for doubtful accounts and customer deductions of $ 12 million as of June 30, 2025 and June 30, 2024, relates to non-credit losses, which are primarily due to customer deductions.

The remaining balance of the allowance for doubtful accounts and customer deductions of $ 14 million and $ 12 million as of June 30, 2026 and June 30, 2025, respectively, relates to non-credit losses, which are primarily due to customer deductions.

Deferred Revenue

4 unchanged sentences

Revenue deferred during the period 247 257

Other 4 ( 12 )

Deferred revenue, end of year

2 unchanged sentences

Transaction Price Allocated to the Remaining Performance Obligations

At June 30, 2025, the combined estimated revenue expected to be recognized in the next twelve months related to performance obligations for customer loyalty programs, gift with purchase promotions, purchase with purchase promotions, gift card liabilities, and the Marcolin license arrangement related to TOM FORD that are unsatisfied (or partially unsatisfied) is $ 314 million.

The remaining balance of deferred revenue at June 30, 2025 will be recognized beyond the next twelve months, of which, $ 210 million relates to the non-refundable upfront payment received as part of the Marcolin licensing arrangement that is being recognized on a straight-line basis over the estimated economic life of the license, which is 20 years.

Royalty Revenue - License Arrangements

As of June 30, 2025, the remaining contractually guaranteed minimum royalty amounts due to the Company during future periods are as follows:

The aggregate transaction price allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2026 was $ 756 million, of which approximately $ 313 million is expected to be recognized within the next 12 months, with the remainder thereafter.

These amounts are comprised of deferred revenue and future royalty revenue from the Company’s license arrangements.

As of June 30, 2026, the combined estimated revenue expected to be recognized in the next twelve months related to performance obligations included in deferred revenue for customer loyalty programs, gift with purchase promotions, purchase with purchase promotions, gift card liabilities and the Marcolin license arrangement related to TOM FORD is $ 282 million.

The remaining balance of deferred revenue as of June 30, 2026 will be recognized as revenue beyond the next twelve months, of which, $ 198 million relates to the non-refundable upfront payment received as part of the Marcolin licensing arrangement that is being recognized on a straight-line basis over the estimated economic life of the license, which is 20 years ending in fiscal 2043.

As of June 30, 2026, the remaining contractually guaranteed minimum royalty amounts due to the Company in connection with its license arrangements during future periods are as follows:

(In millions) Minimum Remaining Royalties

Fiscal 2027 $ 31

Fiscal 2028 33

Fiscal 2029 34

Fiscal 2030 35

Fiscal 2031 35

Thereafter 98

The royalty revenue associated with the TOM FORD Acquisition is included within the other category and within The Americas region.

The royalty revenue associated with TOM FORD is included within the other category and within The Americas region.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – PENSION, DEFERRED COMPENSATION AND POST-RETIREMENT BENEFIT PLANS

NOTE 15 – PENSION AND POST-RETIREMENT BENEFIT PLANS

The Company maintains pension plans covering substantially all of its full-time employees for its U.S.

6 unchanged sentences

The Company seeks to maintain appropriate funded percentages.

For contributions, the Company seeks to contribute an amount or amounts that would not be less than the minimum required by the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and subsequent pension legislation, and would not be more than the maximum amount deductible for income tax purposes.

For contributions, the Company seeks to contribute amounts that would not be less than the minimum required by the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and subsequent pension legislation, and would not be more than the maximum amount deductible for income tax purposes.

Restoration Plan (U.S.)

25 unchanged sentences

Plan participant contributions — — 8 8 1 1

Actuarial (gain) loss

( 8 ) ( 3 ) 12 ( 1 ) 2 ( 6 )

Actuarial loss (gain) 15 ( 8 ) ( 41 ) 12 1 2

Foreign currency exchange rate impact — — 6 36 — ( 1 )

24 unchanged sentences

Accumulated other comprehensive loss (income)

202 256 ( 24 ) 22 ( 4 ) ( 10 )

Net amount recognized $ 132 $ 118 $ 44 $ 38 $ ( 148 ) $ ( 153 )

13 unchanged sentences

Prior service cost 1 — 1 ( 1 ) — ( 1 ) ( 5 ) ( 6 ) ( 3 )

Settlements — — — — — 1 — — —

Settlements and curtailments — — — 1 — — — — —

Special termination benefits — — — 3 3 1 — — —

31 unchanged sentences

5.00 – 11.00 %

5.00 – 10.75 %

Expected return on assets 6.25 % 6.25 % 6.25 % 2.75 – 10.25 %

1 unchanged sentence

2.25 – 9.00 %

N/A 6.25 % 6.25 %

N/A N/A 6.25 %

Rate of compensation increase 2.50 – 8.00 %

3 unchanged sentences

1.50 – 5.00 %

1.75 – 5.00 %

Weighted-average assumptions used to determine net periodic benefit cost for the year ended June 30:

1 unchanged sentence

Expected return on assets

6.25 % 6.25 % 6.25 % 4.13 % 4.06 % 2.95 % N/A 6.25 % 6.25 %

6.25 % 6.25 % 6.25 % 4.14 % 4.13 % 4.06 % N/A N/A 6.25 %

Rate of compensation increase 2.50 – 8.00 %

13 unchanged sentences

The assumed weighted-average health care cost trend rate for the coming year is 7.59 % while the weighted-average ultimate trend rate of 4.01 % is expected to be reached in approximately 14 years to 24 years.

Amounts recognized in AOCI (before tax) as of June 30, 2025 are as follows:

Amounts recognized in AOCI (before tax) as of June 30, 2026 and 2025 are as follows:

Pension Plans Other than

2 unchanged sentences

International Post-retirement Total

Net actuarial losses (gains), beginning of year $ 268 $ ( 4 ) $ 1 $ 265

Net actuarial losses (gains) as of June 30, 2024 $ 268 $ ( 4 ) $ 1 $ 265

Actuarial losses recognized 7 22 2 31

1 unchanged sentence

Translation adjustments — — 1 1

Net actuarial losses, end of year

Net prior service cost, beginning of year 1 ( 1 ) ( 22 ) ( 22 )

Net actuarial losses as of June 30, 2025 255 23 4 282

Net prior service cost as of June 30, 2024 1 ( 1 ) ( 22 ) ( 22 )

Amortization included in net periodic benefit cost — — 6 6

Curtailments included in net periodic benefit cost

Net prior service cost, end of year 1 ( 1 ) ( 14 ) ( 14 )

Total amounts recognized in AOCI $ 256 $ 22 $ ( 10 ) $ 268

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the Company’s pension plans at June 30 are as follows:

Pension Plans Other than Pension Plans

Net prior service cost as of June 30, 2025 1 ( 1 ) ( 14 ) ( 14 )

Total amounts recognized in AOCI as of June 30, 2025 $ 256 $ 22 $ ( 10 ) $ 268

Net actuarial losses as of June 30, 2025 $ 255 $ 23 $ 4 $ 282

Actuarial (gains) losses recognized ( 32 ) ( 46 ) 1 ( 77 )

Amortization and settlements included in net periodic benefit cost ( 21 ) — — ( 21 )

Translation adjustments — ( 1 ) — ( 1 )

Net actuarial losses (gains) as of June 30, 2026 202 ( 24 ) 5 183

Net prior service cost as of June 30, 2026 1 ( 1 ) ( 14 ) ( 14 )

Amortization included in net periodic benefit cost ( 1 ) 1 5 5

Net prior service cost as of June 30, 2026 — — ( 9 ) ( 9 )

Total amounts recognized in AOCI as of June 30, 2026 $ 202 $ ( 24 ) $ ( 4 ) $ 174

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the Company’s pension plans at June 30, 2026 and 2025 are as follows:

Pension Plans Other than

Pension Plans

Retirement Growth

4 unchanged sentences

Fair value of plan assets $ 919 $ 826 $ — $ — $ 635 $ 611 $ — $ —

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

International pension plans with projected benefit obligations in excess of the plans’ assets had aggregate projected benefit obligations of $ 97 million and $ 326 million and aggregate fair value of plan assets of $ 4 million and $ 214 million at June 30, 2026 and 2025, respectively.

International pension plans with accumulated benefit obligations in excess of the plans’ assets had aggregate accumulated benefit obligations of $ 91 million and $ 89 million and aggregate fair value of plan assets of $ 4 million and $ 3 million at June 30, 2025 and 2024, respectively.

International pension plans with accumulated benefit obligations in excess of the plans’ assets had aggregate accumulated benefit obligations of $ 87 million and $ 91 million and aggregate fair value of plan assets of $ 4 million at each of June 30, 2026 and 2025.

The expected cash flows for the Company’s pension and post-retirement plans are as follows:

4 unchanged sentences

Expected employer contributions for year ending June 30, 2027 $ 31 $ 27 $ 10

$ 46 $ 32 $ 9

Expected benefit payments for year ending June 30,

3 unchanged sentences

2030 64 35 11

2031 57 36 11

Years 2032 – 2036 305 184 54

11 unchanged sentences

The following table presents the fair values of the Company’s pension and post-retirement plan assets by asset category as of June 30, 2026:

(In millions) Level 1 Level 2 Level 3 Assets

Net Asset Value

(In millions) Level 1 Level 2 Level 3 Assets Measured at

Net Asset Value as a Practical Expedient Total

Cash and cash equivalents $ 1 $ — $ — $ — $ 1

6 unchanged sentences

The following table presents the fair values of the Company’s pension and post-retirement plan assets by asset category as of June 30, 2025:

(In millions) Level 1 Level 2 Level 3 Assets

Net Asset Value

(In millions) Level 1 Level 2 Level 3 Assets Measured at

Net Asset Value as a Practical Expedient Total

Cash and cash equivalents $ 2 $ — $ — $ — $ 2

35 unchanged sentences

These investments have monthly and quarterly redemption frequencies with redemption notice periods ranging from 45 to 90 days.

Unfunded commitments related to these investments are de minimis.

Unfunded commitments related to these investments are not material.

401(k) Savings Plan (U.S.)

6 unchanged sentences

Shares of the Company’s Class A Common Stock are not an investment option in the Savings Plan and the Company does not use such shares to match participants’ contributions.

Deferred Compensation

The Company has agreements with certain employees and outside directors who defer compensation.

The Company accrues for such compensation, and either interest thereon or for the change in the value of cash units.

The amounts included in the accompanying consolidated balance sheets under these plans were $ 41 million and $ 44 million as of June 30, 2025 and 2024, respectively.

The benefit for fiscal 2025, 2024 and 2023 was $ 3 million, $ 14 million and $ 7 million, respectively.

THE ESTÉE LAUDER COMPANIES INC.

11 unchanged sentences

2 2 — — — — —

Transition Tax payable (4)

81 81 — — — — —

Total contractual obligations (4)

5 unchanged sentences

(2) Unconditional purchase obligations primarily include:

inventory commitments, information technology contract commitments, accrued restructuring, deferred consideration payable, advertising commitments and royalty payments pursuant to license agreements.

service provider contract commitments, inventory commitments, accrued restructuring, advertising commitments, information technology contract commitments and royalty payments pursuant to license agreements.

Amounts under service provider contract commitments were estimated based on the current expectations of service and performance levels under the contract.

Future royalty and advertising commitments were estimated based on planned future sales for the term that was in effect at June 30, 2026, without consideration for potential renewal periods.

2 unchanged sentences

At this time, the settlement period for the noncurrent portion of the unrecognized tax benefits, including related accrued interest and penalties, cannot be determined and therefore was not included.

(4) The Transition Tax may be paid over an eight-year period and this amount represents the remaining liability as of June 30, 2025.

(4) Refer to Note 6 – Leases for information regarding future minimum lease payments relating to the Company’s operating leases.

Legal Proceedings

The Company is involved, from time to time, in litigation and other legal proceedings incidental to its business, including product liability matters (including asbestos-related claims), advertising, regulatory, employment, intellectual property, real estate, environmental, trade relations, securities, tax, and privacy.

The Company establishes accruals for loss contingencies when it has determined that a loss is probable and that the amount of loss, or range of loss, can be reasonably estimated.

Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely on estimates and assumptions including timing of related payments.

Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible, and it is able to determine such estimates.

Legal defense costs are recognized as incurred when the legal services are provided.

Refer below for the assessment of loss contingencies associated with the Company's Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters.

Management believes that the outcome of all remaining current litigation and other legal proceedings will not have a material adverse effect upon the Company’s business, results of operations, financial condition or cash flows.

Reasonably possible losses in addition to the amounts accrued for the Company's remaining litigation and legal proceedings are not expected to be material to the Company's consolidated financial statements.

However, management’s assessment of the Company’s current litigation and other legal proceedings, including the Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters, could change in light of the discovery of facts with respect to legal actions or other proceedings pending against the Company not presently known to the Company or determinations by judges, juries or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or proceedings.

The Company is involved, from time to time, in litigation and other legal proceedings incidental to its business, including product liability (including asbestos-related claims), advertising, regulatory, employment, intellectual property, real estate, environmental, trade relations, securities, tax, and privacy matters.

The Company records accruals for loss contingencies when a loss is probable and reasonably estimable, and estimates reasonably possible losses or ranges of losses in excess of accrued amounts, when such estimates can be made.

Such estimates involve significant judgment regarding future events and uncertainties, including timing of related payments, and are adjusted as appropriate.

Legal defense costs are expensed as incurred.

See below for the assessment of loss contingencies related to the Company's Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters.

Management believes that the outcome of all other pending litigation and legal proceedings will not have a material adverse effect on the Company’s operations or consolidated financial statements.

Reasonably possible losses in excess of accrued amounts are not expected to be material.

Management’s assessments of the Company’s pending litigation and other legal proceedings, including the Securities Class Action and Derivative Matters and Cosmetic Talcum Powder Matters, are subject to inherent uncertainties and may change based on future developments.

THE ESTÉE LAUDER COMPANIES INC.

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Securities Class Action and Derivative Matters

On December 7, 2023 and January 22, 2024, the Company and its then Chief Executive Officer and Chief Financial Officer were named as defendants in separate purported securities class action complaints filed in the United States District Court for the Southern District of New York.

On February 20, 2024, those two purported securities class actions were consolidated into one action.

On March 22, 2024, plaintiffs filed their consolidated amended class action complaint, which alleges that defendants made materially false and misleading statements during the period February 3, 2022 to October 31, 2023 in press releases, the Company’s public filings and during conference calls with analysts that artificially inflated the price of the Company’s stock in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

On December 7, 2023 and January 22, 2024, purported securities class action complaints were filed in the United States District Court for the Southern District of New York against the Company and its then Chief Executive Officer and Chief Financial Officer.

The actions were consolidated on February 20, 2024.

On March 22, 2024, plaintiffs filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on alleged materially false and misleading statements between February 3, 2022 and October 31, 2023.

On March 31, 2025, the Court denied defendants' motion to dismiss.

Defendants intend to defend the action vigorously.

On February 1, 2024 and March 15, 2024, stockholder derivative action complaints were filed against certain of the Company’s officers as of those dates, all the Company’s directors as of those dates and certain of the Company’s former directors as of those dates in the United States District Court for the Southern District of New York.

In April 2024, both complaints were voluntarily dismissed without prejudice.

Subsequently, the Company's Board of Directors ("the Board") received stockholder litigation demands, requesting, among other things, that the Board investigate potential claims on behalf of the Company based on the same alleged course of conduct identified in the securities case complaint (which were also the subject of the voluntarily dismissed stockholder derivative actions complaints) described above.

A committee of the Board has been formed to review the stockholder demands and make recommendations, as appropriate in its discretion, to the Board.

On May 8, 2025, two additional stockholder derivative action complaints were filed in the United States District Court for the Southern District of New York against certain of the Company’s officers and directors alleging breach of fiduciary duty and unjust enrichment from the sale of stock by certain individual defendants during the time period surrounding the allegations of false and misleading statements in the purported securities class action described above.

Then, on June 23, 2025, another stockholder derivative action complaint was filed in the Supreme Court of the State of New York in Kings County against certain of the Company’s officers and directors, also alleging breach of fiduciary duty and unjust enrichment as well as claims of waste, gross mismanagement, unjust enrichment, and insider trading.

The Company believes that it is not possible at this time to reasonably assess the outcome of these matters or to estimate the loss or range of losses, if any, as the matters are in their early stages.

On April 2, 2026, the parties reached an agreement in principle to settle the securities class action litigation.

In light of these discussions, the Company recorded a loss contingency of $ 210 million relating to a potential settlement of the securities class action in Other accrued liabilities in the accompanying consolidated balance sheet during the fiscal 2026 third quarter, as well as recorded a receivable for the estimated probable amounts expected to be paid by insurance carriers.

As of June 30, 2026, the total settlement of $ 210 million has been funded, which includes the amounts paid by the insurance carriers, and as such there are no amounts related to this matter reflected in the accompanying consolidated balance sheet.

This matter is subject to final approval from the Court.

Stockholder derivative complaints were filed on February 1, 2024 and March 15, 2024 in the same court against certain current and former officers and directors of the Company and were voluntarily dismissed without prejudice in April 2024.

The Company subsequently received stockholder litigation demands requesting that the Board investigate similar allegations.

A committee of the Board has been formed to review these demands and make recommendations, as appropriate.

Two additional stockholder derivative complaints were filed on May 8, 2025 in the United States District Court for the Southern District of New York;

one stockholder derivative complaint was filed on June 23, 2025 in the Supreme Court of the State of New York in Kings County;

and four additional stockholder derivative complaints were filed on September 15, 2025, September 26, 2025, November 11, 2025 and November 12, 2025 in the Delaware Court of Chancery against certain current and former officers and directors, asserting claims including breach of fiduciary duty, unjust enrichment, as well as claims of waste, gross mismanagement and insider trading.

One of the Delaware complaints originally filed in September was voluntarily dismissed (as it was filed on behalf of an individual rather than a related trust that held Company stock) and refiled on November 11, 2025 by actual shareholders.

The four Delaware stockholder derivative actions were consolidated into a single case and plaintiffs in that consolidated derivative action are due to file a single, consolidated complaint on August 24, 2026.

One additional stockholder derivative complaint was filed on July 24, 2026 in the Delaware Court of Chancery against certain current and former officers and directors, asserting claims substantially similar to those in the other Delaware complaints.

The Company believes that it is not possible at this time to reasonably assess the outcome of these derivative matters or to estimate the loss or range of losses, if any.

Cosmetic Talcum Powder Matters

The Company has been named as a defendant in civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos.

Most of these actions involve a number of co-defendants from a variety of different industries.

As of June 30, 2025, there were 84 individual cases pending against the Company in state and federal courts throughout the United States, as compared to 273 cases as of June 30, 2024.

During the year ended June 30, 2025, 76 new cases were filed and 265 cases were resolved by settlement or voluntary dismissal (including pursuant to the cases that were settled in the talcum litigation settlement agreements described below).

In view of the number of cases pending against the Company at June 30, 2024 as well as the evolution of the litigation landscape and expectations regarding future claims at that time, the Company took action from the end of August 2024 through October 2024 to mitigate its future exposure.

During the period, the Company reached agreements with certain plaintiff law firms (collectively, the “talcum litigation settlement agreements”) for:

(i) the resolution of over 200 pending cosmetic talcum powder matters handled by those firms as well as (ii) a process for resolving potential future cosmetic talcum powder claims expected to be brought on behalf of plaintiffs by those firms from January 1, 2025 through December 31, 2029, with annual capped amounts per year for each participating law firm.

To account for the talcum litigation settlement agreements, the Company recorded a charge of $ 159 million during the fiscal 2025 first quarter for the amount agreed to settle the current and potential future claims (amounts recorded for potential future claims is based on the best estimate of the probable loss and a reasonably possible loss beyond the amounts recorded is not expected to be material).

As of June 30, 2025, $ 22 million is recorded in Other accrued liabilities and $ 85 million is recorded in Other noncurrent liabilities in the accompanying consolidated balance sheet related to the talcum litigation settlement agreements.

The Company has been named as a defendant in civil actions alleging that certain cosmetic talcum powder products were contaminated with asbestos.

These matters generally involve multiple co-defendants.

The Company stands behind the safety of its products for intended use, and the Company and its legal counsel believe that the Company has strong legal grounds to contest these cases and is challenging them vigorously.

The Company cannot predict the outcome of each individual case pending against it.

In fiscal 2025, in view of the number of cases pending against the Company as well as the evolution of the litigation landscape and expectations regarding future claims at that time, the Company took action from the end of August 2024 through October 2024 to mitigate a portion of its future exposure.

During that period, the Company entered into agreements with certain plaintiff law firms to resolve over 200 pending matters, which was a portion of the pending matters that existed at that time, and establish a framework for resolving potential future claims brought by these plaintiff law firms from January 1, 2025 through December 31, 2029, subject to annual caps (the "Talcum litigation settlement agreements").

In connection with the Talcum litigation settlement agreements, the Company recorded a charge of $ 159 million in the fiscal 2025 first quarter, representing its best estimate of probable losses for current and potential future claims under these agreements, and as of June 30, 2026, $ 24 million and $ 67 million are recorded in Other accrued liabilities and Other noncurrent liabilities, respectively, in the accompanying consolidated balance sheet for these liabilities.

Additional charges and reasonably possible losses related to these Talcum litigation settlement agreements, in excess of the initial charge have not been and are not expected to be material.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There are and could be other plaintiff law firms outside of those included in the talcum litigation settlement agreements that bring claims against the Company.

The value of other settlements outside of the talcum litigation settlement agreements, either individually or in the aggregate, for the years ended June 30, 2025, 2024 and 2023 were not material.

Given the inherent uncertainties of litigation, it is not possible to predict the outcome of all individual cases pending against the Company or potential unasserted claims, and therefore a specific estimate and associated provision is made, as needed, for a small number of individual cases that have advanced to the later stages of legal proceedings.

For the remaining filed cases, the Company records an estimate of exposure loss on an aggregated and ongoing basis, which takes into account the historical outcomes of cases the Company has resolved to date.

Any adverse outcomes, either in an individual case or in the aggregate, could be material.

While the Company and its legal counsel intend to continue to defend these cases vigorously, there can be no assurances regarding the ultimate resolution of these matters.

The amounts recorded during the years ended June 30, 2025, 2024 and 2023 for such litigation, outside of the talcum litigation settlement agreements, are not material to the Company's consolidated financial statements.

The range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated for cosmetic talcum matters.

The Company believes that a portion of its costs incurred in defending and resolving these claims may be covered by insurance policies issued by several insurance carriers, subject to deductibles, exclusions, retentions and policy limits.

Amounts received to date have not been material.

Outside of the Talcum litigation settlement agreements, other claims are brought and may be brought by plaintiff firms not party to those agreements.

As of June 30, 2026, there were 118 cases pending against the Company in U.S.

state courts, as compared to 84 cases as of June 30, 2025.

During the year ended June 30, 2026, 100 cases were filed and 66 cases were resolved.

For certain claims brought against the Company that have advanced to later stages, specific accruals are recorded as appropriate, and for the remaining pending claims, the Company estimates losses on an aggregate basis based on historical experience.

While amounts recorded (outside the Talcum litigation settlement agreements) for the years ended June 30, 2026, 2025 and 2024, respectively, to either settle cases, or accrue for probable losses, are not material, adverse outcomes on pending or future claims could be material.

The Company cannot reasonably estimate the range of possible losses in excess of accrued amounts for these or future matters.

The assessment of the Company’s current cases is ongoing and could change in light of the discovery of additional facts with respect to these cases not presently known to the Company, further legal analysis, or determinations by courts, juries or other finders of fact or deciders of law that vary from the Company’s evaluation of the probable liability or outcome of such cases.

The number of new cases filed against the Company has increased in recent periods, consistent with broader trends in litigation involving talcum products generally, and the Company expects that the number of new cases filed against it, and the number of cases pending against it, may continue to increase in future periods.

For the cosmetic talcum powder matters, the Company maintains insurance policies with limited coverage that may offset a portion of defense and settlement costs, subject to policy terms.

Historical recoveries have not been material.

NOTE 17 – COMMON STOCK

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Acquisition of treasury stock (1)

( 1,220.7 ) —

Stock-based compensation 1,385.2 —

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Acquisition of treasury stock (1)

Conversion of Class B to Class A 11,034.7 ( 11,034.7 )

Stock-based compensation 2,768.4 —

Balance at June 30, 2026 247,291.2 114,507.3

(1) In fiscal 2023, this amount represents shares repurchased under our authorized share repurchase program, as well as shares repurchased to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements.

In fiscal 2024 and 2025, these amounts represent shares that were repurchased by the Company to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements.

(1) These amounts represent shares that were repurchased by the Company to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements.

The Company is authorized by the Board of Directors to repurchase Class A Common Stock in the open market or in privately negotiated transactions, depending on market conditions and other factors.

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Date Declared Record Date Payable Date Amount per Share

August 16, 2024 August 30, 2024 September 16, 2024 $ .66

August 19, 2025 September 2, 2025 September 16, 2025 $ .35

October 29, 2025 November 28, 2025 December 15, 2025 $ .35

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On August 18, 2026, a dividend was declared in the amount of $ .35 per share on the Company's Class A and Class B Common Stock.

The dividend is payable in cash on September 16, 2025 to stockholders of record at the close of business on September 2, 2025.

The dividend is payable in cash on September 15, 2026 to stockholders of record at the close of business on August 31, 2026.

NOTE 18 – STOCK PROGRAMS

As of June 30, 2026, the Company has two active equity compensation plans which include the Amended and Restated Fiscal 2002 Share Incentive Plan (the “Fiscal 2002 Plan”) and the Amended and Restated Non-Employee Director Share Incentive Plan (collectively, the “Plans”).

During fiscal 2025, the Company amended the Fiscal 2002 Plan, which included an increase in the aggregate number of shares of Class A common stock available for issuance under the Plan.

These Plans currently provide for the issuance of approximately 100.8 million shares of Class A Common Stock, which consist of shares cumulatively provided for and shares transferred to the Fiscal 2002 Plan from other inactive plans and employment agreements, to be granted in the form of stock-based awards to key employees and non-employee directors of the Company.

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Income tax benefit $ 57 $ 58 $ 58

(1) Excludes compensation expense relating to liability-classified awards, including DECIEM stock options discussed below.

(1) Excludes compensation expense relating to liability-classified awards.

As of June 30, 2026, the total unrecognized compensation cost related to unvested stock-based awards was $ 172 million and the related weighted-average period over which it is expected to be recognized is approximately one year .

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The RSUs are generally accompanied by dividend equivalent rights, payable upon settlement of the RSUs either in cash or shares (based on the terms of the particular award) and, as such, were generally valued at the closing market price of the Company’s Class A Common Stock on the date of grant.

Included in the above are one-time awards granted in the first quarter of fiscal 2026, in respect of approximately 0.5 million shares of Class A Common Stock scheduled to cliff vest in fiscal 2028 with a weighted average grant-date fair value per share of $ 91.77 , made under the PRGP Incentive Program which was implemented in an effort to incentivize and retain leaders who are critical to the success of the PRGP.

The following is a summary of the status of the Company’s RSUs as of June 30, 2026 and activity during the fiscal year then ended:

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Performance Share Units

During fiscal 2025, the Company granted PSUs with a target payout of approximately 0.4 million shares of Class A Common Stock with a weighted-average grant date fair value per share of $ 92.02 , which will be settled in stock subject to the achievement of the Company’s net sales, diluted net earnings per common share and return on invested capital goals for the three fiscal years ending June 30, 2027, all subject to continued employment or the retirement of the grantees.

The Company has PSU awards outstanding, which will be settled in stock subject to the achievement of the Company’s net sales, diluted net earnings per common share and return on invested capital goals, respectively for the outstanding awards all subject to continued employment or the retirement of the grantees.

For PSUs, no settlement will occur for results below the applicable minimum threshold.

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621.3 $ 139.87

Granted 365.1 92.02

Vested and issued (1)

( 14.5 ) 344.06

Forfeited ( 109.6 ) 241.92

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(1) The total fair value of PSUs vested and issued during fiscal 2026 and 2024 was $ 1 million and $ 7 million, respectively.

No PSUs vested and were issued during fiscal 2025.

THE ESTÉE LAUDER COMPANIES INC.

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Long-term Performance Share Units

During September 2015, the Company granted PSUs to the Company's then Chief Executive Officer (“CEO”) with an aggregate target payout of 387,848 shares (in three tranches of approximately 129,283 each) of the Company’s Class A Common Stock, generally subject to continued employment through the end of relative performance periods, which ended June 30, 2018, 2019, and 2020.

Since the Company achieved positive Net Earnings, as defined in the PSU award agreement, for the fiscal year ended June 30, 2016, performance and vesting of each tranche was based on the Company achieving positive Cumulative Operating Income, as defined in the PSU award agreement, during the relative performance period.

Payment with respect to a tranche was made on the third anniversary of the last day of the respective performance period.

The PSUs are accompanied by dividend equivalent rights that were payable in cash at the same time as the payment of shares of Class A Common Stock.

The grant date fair value of these PSUs of $ 30 million was estimated using the closing stock price of the Company’s Class A Common Stock as of September 4, 2015, the date of grant.

As of June 30, 2023, all 387,848 shares of the Company’s Class A Common Stock were issued, and the related dividends paid, in accordance with the terms of the grant, related to the performance periods ended June 30, 2018, 2019, and 2020.

In February 2018, the Company granted to the Company's then CEO PSUs with an aggregate payout of 195,940 shares (in two tranches of 97,970 shares each) of the Company’s Class A Common Stock, generally subject to continued employment through the end of the respective performance periods, which ended June 30, 2021 and 2022.

In February 2018, the Company granted to its then Chief Executive Officer ("CEO") PSUs with an aggregate payout of 195,940 shares (in two tranches of 97,970 shares each) of the Company’s Class A Common Stock, generally subject to continued employment through the end of the respective performance periods, which ended June 30, 2021 and 2022.

No portion of the award would generally vest unless the Company has achieved positive Cumulative Operating Income, as defined in the performance share unit award agreement, during the relevant performance period.

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The grant date fair value of these PSUs of $ 27 million was estimated using the closing stock price of the Company’s Class A Common Stock as of the date of grant.

On September 3, 2024, since the Company achieved positive Cumulative Operating Income, as defined in the PSU award agreement, and since the executive completed the requisite service, the Company issued 195,940 shares of the Company’s Class A Common Stock to its then Chief Executive Officer in accordance with the terms of these PSUs.

On September 3, 2024, since the Company achieved positive Cumulative Operating Income, as defined in the PSU award agreement, and since the then CEO completed the requisite service, the Company issued 195,940 shares of the Company’s Class A Common Stock to its then CEO in accordance with the terms of these PSUs.

At the time of issuance, the total fair value of shares granted was $ 18 million.

In March 2021, the Company granted to the Company’s then CEO PSUs with an aggregate payout of 68,578 shares of the Company's Class A Common Stock, to incentivize him to continue serving through at least June 30, 2024.

Generally, no portion of this award will vest unless the Company has achieved positive Cumulative Operating Income, as defined in the performance share unit award agreement, during the relevant performance period.

The PSUs are accompanied by dividend equivalent rights that will be payable in cash at the same time as any delivery of shares of the Company's Class A Common Stock.

In March 2021, the Company granted to the its then CEO PSUs with an aggregate payout of 68,578 shares of the Company's Class A Common Stock, to incentivize him to continue serving through at least June 30, 2024.

Generally, no portion of this award would vest unless the Company has achieved positive Cumulative Operating Income, as defined in the performance share unit award agreement, during the relevant performance period.

The PSUs are accompanied by dividend equivalent rights that were payable in cash at the same time as any delivery of shares of the Company's Class A Common Stock.

The aggregate grant date fair value of the PSUs of approximately $ 20 million was estimated using the closing stock price of the Company's Class A Common Stock on the date of grant.

Since the Company achieved positive Cumulative Operating Income, as defined in the PSU award agreement, and since the then CEO completed the requisite service, 68,578 shares of the Company’s Class A Common Stock are anticipated to be issued, and the related dividends to be paid, in accordance with the terms of the grant on September 2, 2025.

On September 2, 2025, since the Company achieved positive Cumulative Operating Income, as defined in the PSU award agreement, and since the then CEO completed the requisite service, the Company issued 68,578 shares of the Company’s Class A Common Stock to its former CEO, in accordance with the terms of the PSUs.

At the time of issuance, the total fair value of shares granted was $ 6 million.

Long-term Price-Vested Units

In March 2021, the Company granted to the Company’s then CEO PVUs with an aggregate payout of 85,927 shares, divided into three tranches, of the Company's Class A Common Stock, to incentivize him to continue serving through at least June 30, 2024.

Generally, no portion of this award will vest unless the Company has achieved positive Cumulative Operating Income, as defined in the price-vested unit award agreement, during the relevant performance period.

In addition, the vesting of each tranche is contingent upon the Company’s achievement of the respective stock price goal, which means that the average closing price per share of the Company’s Class A Common Stock traded on the New York Stock Exchange be at or above the applicable stock price goal (noted in the table below) for 20 consecutive trading days during the applicable performance period.

The PVUs are accompanied by dividend equivalent rights that will be payable in cash at the same time as any delivery of shares of the Company's Class A Common Stock.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2021, the Company granted to its then CEO PVUs with an aggregate payout of 85,927 shares, divided into three tranches, of the Company's Class A Common Stock, to incentivize him to continue serving through at least June 30, 2024.

Generally, no portion of this award would vest unless the Company has achieved positive Cumulative Operating Income, as defined in the price-vested unit award agreement, during the relevant performance period.

In addition, the vesting of each tranche was contingent upon the Company’s achievement of the respective stock price goal, which means that the average closing price per share of the Company’s Class A Common Stock traded on the New York Stock Exchange be at or above the applicable stock price goal (noted in the table below) for 20 consecutive trading days during the applicable performance period.

The PVUs are accompanied by dividend equivalent rights that were payable in cash at the same time as any delivery of shares of the Company's Class A Common Stock.

The number of shares subject to each tranche of the price-vested unit award, as well as the stock price goals, service periods, performance periods and share delivery dates for each tranche are as follows:

Tranche Stock Price Goal

(per Share) Service Period Performance Period for Stock Price Goal Performance Period for Cumulative Operating Income Goal Share Delivery Date

Number of Shares per Tranche Stock Price Goal (per Share) Service Period Performance Period for Stock Price Goal Performance Period for Cumulative Operating Income Goal Share Delivery Date

First tranche 27,457 $ 323.03 March 11, 2021 - June 30, 2024 March 11, 2021 - June 30, 2024 July 1, 2021 - June 30, 2025 September 2, 2025

2 unchanged sentences

Total shares 85,927

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The aggregate grant date fair value of the PVUs of approximately $ 20 million was estimated using the Monte Carlo Method, which requires certain assumptions.

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Expected term 3.3 years

The Stock Price Goals (per Share) were all achieved during fiscal 2022 and since the Company achieved positive Cumulative Operating Income as of June 30, 2025, as defined in the award agreement, and since the CEO completed the requisite service, 85,927 shares of the Company’s Class A Common Stock are anticipated to be issued, and the related dividends to be paid, in accordance with the terms of the grant on September 2, 2025.

The Stock Price Goals (per Share) were all achieved during fiscal 2022 and on September 2, 2025, since the Company achieved positive Cumulative Operating Income as of June 30, 2025, as defined in the award agreement, and since the then CEO completed the requisite service, the Company issued 85,927 shares of the Company’s Class A Common Stock to its former CEO in accordance with the terms of the PVUs.

At the time of issuance, the total fair value of shares granted was $ 8 million.

The Company grants share units to certain non-employee directors under the Amended and Restated Non-Employee Director Share Incentive Plan.

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(1) The total intrinsic value of share units converted during fiscal 2026, 2025 and 2024 was $ 3 million, $ 2 million, and $ 2 million, respectively.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain non-employee directors defer cash compensation in the form of cash payout share units, which are not subject to the Plans.

These share units are classified as liabilities and, as such, their fair value is adjusted to reflect the current market value of the Company’s Class A Common Stock.

The Company recorded $ 3 million, $ 13 million and $ 8 million as compensation income, net to reflect additional deferrals and the change in the market value for fiscal 2025, 2024 and 2023, respectively.

DECIEM Stock Options

As a result of the fiscal 2021 acquisition of additional shares of DECIEM, the Company had a stock option plan relating to its majority-owned subsidiary DECIEM (“DECIEM Stock Option Plan”).

The DECIEM stock options were issued in replacement of and exchange for certain vested and unvested DECIEM employee stock options previously issued by DECIEM.

The DECIEM stock options were subject to the terms and conditions of the DECIEM 2021 Stock Option Plan.

In connection with the purchase of the remaining interest in DECIEM, all DECIEM stock options were exercised in the fiscal 2024 fourth quarter, resulting in the settlement of the stock option liability reducing the balance to zero as of June 30, 2024.

The total stock option expense, net of foreign currency remeasurements for the years ended June 30, 2024 and 2023 was not material.

NOTE 20 – CHANGES IN OWNERSHIP INTEREST ON NET (LOSS) EARNINGS ATTRIBUTABLE TO THE ESTÉE LAUDER COMPANIES INC.

The Company recorded $ 2 million as compensation expense, net for fiscal 2026, and recorded $ 3 million and $ 13 million as compensation income, net for fiscal 2025 and 2024, respectively, to reflect additional deferrals and the change in the market value.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 – CHANGES IN OWNERSHIP INTEREST ON NET EARNINGS (LOSS) ATTRIBUTABLE TO THE ESTÉE LAUDER COMPANIES INC.

The following table summarizes the effects of changes in ownership of redeemable noncontrolling interest on the Company's equity:

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2026 2025 2024

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

$ 182 $ ( 1,133 ) $ 390

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$ 182 $ ( 1,133 ) $ 552

NOTE 21 – NET (LOSS) EARNINGS ATTRIBUTABLE TO THE ESTÉE LAUDER COMPANIES INC.

NOTE 20 – NET EARNINGS (LOSS) ATTRIBUTABLE TO THE ESTÉE LAUDER COMPANIES INC.

PER COMMON SHARE

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

per common share (“basic EPS”) is computed by dividing net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

per common share (“basic EPS”) is computed by dividing net earnings (loss) attributable to The Estée Lauder Companies Inc.

by the weighted-average number of common shares outstanding and shares underlying PSUs and RSUs where the vesting conditions have been met.

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

per common share assuming dilution (“diluted EPS”) is computed by reflecting potential dilution from stock-based awards using the treasury stock method.

For the year ended June 30, 2025, the effects of potentially dilutive stock options, PSUs and RSUs were excluded from the computation of diluted EPS as they were anti-dilutive due to the net loss incurred during the period.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation between the numerator and denominator of the basic and diluted EPS computations is as follows:

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(In millions, except per share data) 2026 2025 2024

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

$ 182 $ ( 1,133 ) $ 390

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Weighted-average common shares outstanding – Diluted 364.8 360.1 360.8

Net (loss) earnings attributable to The Estée Lauder Companies Inc.

Net earnings (loss) attributable to The Estée Lauder Companies Inc.

per common share:

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RSUs and PSUs 0.2 1.7 0.4

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026, 2025 and 2024, 0.5 million shares, 0.6 million shares and 0.4 million shares, respectively, of Class A Common Stock underlying PSUs have been excluded from the computation of diluted EPS as the number of shares ultimately issued is contingent on the achievement of applicable performance targets of the Company, as discussed in Note 18 – Stock Programs .

6 unchanged sentences

Net derivative instruments, beginning of year $ ( 5 ) $ 52 $ 44

(Loss) gain on derivative instruments (1)

Benefit (provision) for income taxes

6 ( 18 ) ( 11 )

Reclassification to (loss) earnings during the year:

Gain (loss) on derivative instruments (1)

(Provision) benefit for income taxes ( 6 ) 6 ( 18 )

Reclassification to earnings (loss) during the year:

Foreign currency forward contracts (2)

1 unchanged sentence

Interest rate contracts (3)

( 2 ) ( 2 ) —

Cross-currency swap contracts (1)(4)

4 unchanged sentences

Changes in plan assets and benefit obligations:

Net actuarial losses recognized

( 31 ) ( 27 ) ( 79 )

Net actuarial gains (losses) recognized 77 ( 31 ) ( 27 )

Prior service credit recognized — — 25

Translation adjustments 1 ( 1 ) 1

Benefit for income taxes

(Provision) benefit for income taxes ( 17 ) 6 —

Amortization and settlements included in net periodic benefit cost (6) :

3 unchanged sentences

Income tax impact of reclassification (5)

( 3 ) ( 2 ) 2

Net pension and post-retirement adjustments, end of year ( 130 ) ( 204 ) ( 183 )

3 unchanged sentences

Purchase of shares from redeemable noncontrolling interest (8)

(Provision) benefit for income taxes

( 4 ) ( 6 ) 27

Provision for income taxes ( 22 ) ( 4 ) ( 6 )

Cumulative translation adjustments, end of year ( 1,046 ) ( 918 ) ( 1,009 )

Accumulated other comprehensive loss

$ ( 1,153 ) $ ( 1,127 ) $ ( 1,140 )

(1) Includes the gain recognized in AOCI from cross-currency swap contracts which represents the amount excluded from effectiveness testing.

(2) Amounts recorded in Net Sales in the accompanying consolidated statements of (loss) earnings.

(3) Amounts recorded in Interest expense in the accompanying consolidated statements of (loss) earnings.

(4) Amounts recorded in Selling, general and administrative in the accompanying consolidated statements of (loss) earnings.

(5) Amounts recorded in Provision for income taxes in the accompanying consolidated statements of (loss) earnings.

(6) Reclassification adjustments for pension and post-retirement plans are recorded in Other components of net periodic benefit cost in the accompanying consolidated statements of (loss) earnings.

(2) Amounts recorded in Net Sales in the accompanying consolidated statements of earnings (loss).

(3) Amounts recorded in Interest expense in the accompanying consolidated statements of earnings (loss).

(4) Amounts recorded in Selling, general and administrative in the accompanying consolidated statements of earnings (loss).

(5) Amounts recorded in Provision for income taxes in the accompanying consolidated statements of earnings (loss).

(6) Reclassification adjustments for pension and post-retirement plans are recorded in Other components of net periodic benefit cost in the accompanying consolidated statements of earnings (loss).

(7) See Note 12 – Derivative Financial Instruments for gains (losses) relating to net investment hedges.

7 unchanged sentences

Cash paid during the year for interest $ 331 $ 353 $ 395

Cash paid during the year for income taxes $ 630 $ 550 $ 665

Cash paid during the year for income taxes, net of refunds received

Federal $ 90 $ 48 $ 29

State and Local 5 5 4

Belgium 28 74 27

Canada 52 80 27

China 169 161 198

Switzerland 34 49 56

All Other Foreign Jurisdictions 132 191 179

Total $ 535 $ 630 $ 550

Non-cash investing and financing activities:

Capitalized interest and asset retirement obligations incurred $ 1 $ 5 $ 13

Deferred consideration payable $ — $ — $ 300

Property, plant and equipment accrued but unpaid $ 34 $ 32 $ 42

14 unchanged sentences

Segment operating income is used in developing the overall strategy and during the annual budget process, as well as considered in budget-to-actual variances on a monthly basis when making decisions about the allocation of operating and capital resources to each reportable segment.

Segment net sales and operating income is before the impacts of restructuring and other activities and the impacts from the other category described above.

Segment net sales and operating income (loss) is before the impacts of restructuring and other activities and the impacts from the other category described above.

Returns and charges associated with restructuring and other activities are not allocated to the Company's segments because they are centrally directed and controlled, are not included in internal measures of segment performance and result from activities that are deemed Company-wide initiatives to redesign, resize and reorganize select areas of the business.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accounting policies for the Company’s reportable segments are the same as those described in the summary of significant accounting policies, with the exception that the impacts of restructuring and other activities are not allocated to the reportable segments.

1 unchanged sentence

thus, no additional information is produced for the CEO or included herein.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information about the Company's four operating segments is as follows:

(in millions) June 30, 2025

(In millions) Year Ended June 30, 2026

Skin Care Makeup Fragrance Hair Care Total

5 unchanged sentences

Selling, general and administrative expenses 4,134 3,209 1,924 416 9,683

Impairment of goodwill and other intangible assets

375 308 549 — 1,232

Other segment items (1)

2 unchanged sentences

$ 1,416 $ ( 70 ) $ 204 $ ( 4 ) $ 1,546

Other category operating loss

Other category operating income 57

Charges associated with restructuring and other activities

Operating loss

Reconciliation to loss before income taxes:

Operating income 780

Reconciliation to earnings before income taxes:

Interest expense ( 334 )

1 unchanged sentence

Other components of net periodic benefit cost ( 19 )

Loss before income taxes

Earnings before income taxes $ 517

Segment depreciation and amortization

2 unchanged sentences

Depreciation and amortization $ 796

(1) Other segment items include Talcum litigation settlement agreements

(1) Other segment items reflect the securities class action litigation settlement.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions) June 30, 2024

(In millions) Year Ended June 30, 2025

Skin Care Makeup Fragrance Hair Care Total

7 unchanged sentences

375 308 549 — 1,232

Other segment items (1)

— 159 — — 159

Segment operating income (loss)

$ 574 $ ( 441 ) $ ( 378 ) $ ( 41 ) $ ( 286 )

Other category operating income

Other category operating loss ( 13 )

Charges associated with restructuring and other activities

Operating income

Reconciliation to earnings before income taxes:

Operating loss ( 785 )

Reconciliation to loss before income taxes:

Interest expense ( 357 )

1 unchanged sentence

Other components of net periodic benefit cost ( 12 )

Earnings before income taxes $ 772

Loss before income taxes $ ( 1,040 )

Segment depreciation and amortization

2 unchanged sentences

Depreciation and amortization $ 829

(1) Other segment items reflect the Talcum litigation settlement agreements.

THE ESTÉE LAUDER COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions) June 30, 2023

(In millions) Year Ended June 30, 2024

Skin Care Makeup Fragrance Hair Care Total

5 unchanged sentences

Selling, general and administrative expenses 4,424 3,087 1,598 490 9,599

Impairment of other intangible assets

100 107 — — 207

Impairment of goodwill and other intangible assets 471 — — — 471

Segment operating income (loss)

12 unchanged sentences

Depreciation and amortization $ 825

For the Company’s geographic region presentation, as disclosed in Note 15 – Revenue Recognition, net sales are attributed to a country based on the legal entity sale location, and this predominantly aligns with the location of the customer, with the primary exception related to the Company’s net sales from the travel retail business.

The net sales from the Company’s global travel retail business are included in the Europe, the Middle East & Africa geographic region, with the exception of net sales of Dr.Jart+ in the travel retail channel that are reflected in Korea in the Asia/Pacific geographic region.

For the presentation of net sales by country below, the Company has presented this based on the location of the customer (e.g., the customer is the retailer in the wholesale business and the consumer in the direct-to-consumer business), and as such has attributed net sales from the travel retail business to the country to which the product is shipped, and not the Company’s country of legal sale.

For the Company’s geographic region presentation, as disclosed in Note 14 – Revenue Recognition, net sales are attributed to a country based on the legal entity sale location, and this predominantly aligns with the location of the customer, with the primary exception related to the Company’s net sales from its global travel retail business.

The net sales from the Company’s global travel retail business are included in the Asia/Pacific geographic region.

For the presentation of net sales by country below, the Company has presented this based on the location of the customer (e.g., the customer is the retailer in the wholesale business and the consumer in the direct-to-consumer business), and as such has attributed net sales from its global travel retail business to the country to which the product is shipped, and not the Company’s country of legal sale.

The Company is domiciled in the United States.

5 unchanged sentences

3,930 3,652 4,019

718 1,299 1,558

All other countries

1 unchanged sentence

$ 15,049 $ 14,326 $ 15,608

(1) Korea contributed 10 % of consolidated net sales in fiscal 2023.

Fiscal 2025 and 2024 amounts were included for comparability purposes only.

THE ESTÉE LAUDER COMPANIES INC.

28 unchanged sentences

Number Description

3.1 Restated Certificate of Incorporation, dated November 16, 1995 (filed as Exhibit 3.1 to our Annual Report on Form 10-K filed on September 15, 2003) (SEC File No.

3.1a Certificate of Amendment of the Restated Certificate of Incorporation of The Estée Lauder Companies Inc.

(filed as Exhibit 3.1 to our Current Report on Form 8-K filed on November 13, 2012) (SEC File No.

3.2 Certificate of Retirement of $6.50 Cumulative Redeemable Preferred Stock (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on July 19, 2012) (SEC File No.1-14064).*

3.3 Amended and Restated Bylaws (filed as Exhibit 3.

2 to our Current Report on Form 8-K filed on May 23, 20 25 ) (SEC File No.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

3.1 Restated Certificate of Incorporation of The Estée Lauder Companies Inc.

(filed as Exhibit 3.1 to our Form 8-K filed on November 18, 2025).*

3.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to our Form 8-K filed on May 23, 2025)*