X0306 4 2012-09-04 0001001250 ESTEE LAUDER COMPANIES INC EL 0001441645 Polcer Gregory THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 0 1 0 0 EVP - Global Supply Chain Class A Common Stock 18836 D Class A Common Stock 2012-09-04 4 A 0 16932 0 A 35768 D Class A Common Stock 2012-09-04 4 F 0 6864 59.67 D 28904 D Option (Right to Buy) 59.78 2012-09-04 4 A 0 40797 A 2022-09-04 Class A Common Stock 40797 40797 D Restricted Stock Units (Share Payout) 0 2012-09-04 4 A 0 7542 A Class A Common Stock 7542 29906 D Option (Right to Buy) 26.42 2010-01-01 2018-09-11 Class A Common Stock 50000 50000 D Option (Right to Buy) 17.00 2011-01-01 2019-09-02 Class A Common Stock 65000 65000 D Option (Right to Buy) 29.04 2012-01-01 2020-09-01 Class A Common Stock 78896 78896 D Option (Right to Buy) 49.09 2013-01-01 2021-09-01 Class A Common Stock 46644 46644 D On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 9,418 additional shares of Class A Common Stock. Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 2, 2009. Aggregate target payout for the opportunities was 11,288 shares of Class A Common Stock. Represents the withholding of shares for tax purposes in connection with the payout of the PSUs. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 13,599 shares exercisable from and after January 1, 2014; 13,599 shares exercisable from and after January 1, 2015; and 13,599 shares exercisable from and after January 1, 2016. Not applicable. Restricted Stock Units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. Assuming continued employment, the Restricted Stock Units granted on September 4, 2012 will vest and be paid out as follows: 2,514 on October 31, 2013; 2,514 on October 31, 2014; and 2,514 on October 31, 2015. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares. Assuming continued employment, the Restricted Stock Units held by the Reporting Person are from the grants dated September 2, 2009, September 1, 2010, September 1, 2011 and September 4, 2012, which will vest and pay out as follows: 11,484 on October 31, 2012; 10,234 on October 31, 2013; 5,674 on October 31, 2014; and 2,514 on October 31, 2015. The Restricted Stock Units outstanding prior to January 4, 2012 (i.e. the record date) were previously reported as paying out as follows: 5,742 on October 31, 2012; 3,860 on October 31, 2013; and 1,580 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2010; 16,666 shares exercisable from and after January 1, 2011; and 16,668 shares exercisable from and after January 1, 2012. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2010; 8,333 shares exercisable from and after January 1, 2011; and 8,334 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 21,666 shares exercisable from and after January 1, 2011; 21,666 shares exercisable from and after January 1, 2012; and 21,668 shares exercisable from and after January 1, 2013. This option was previously reported as covering 10,833 shares exercisable from and after January 1, 2011; 10,833 shares exercisable from and after January 1, 2012; and 10,834 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 26,298 shares exercisable from and after January 1, 2012; 26,298 shares exercisable from and after January 1, 2013; and 26,300 shares exercisable from and after January 1, 2014. This option was previously reported as covering 13,149 shares exercisable from and after January 1, 2012; 13,149 shares exercisable from and after January 1, 2013; and 13,150 shares exercisable from and after January 1, 2014 at an exercise price of $58.08, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 15,548 shares exercisable from and after January 1, 2013; 15,548 shares exercisable from and after January 1, 2014; and 15,548 shares exercisable from and after January 1, 2015. This option was previously reported as covering 7,774 shares exercisable from and after January 1, 2013; 7,774 shares exercisable from and after January 1, 2014; and 7,774 shares exercisable from and after January 1, 2015 at an exercise price of $98.17, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Gregory F. Polcer, by Spencer G. Smul, attorney-in-fact 2012-09-06