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Estée Lauder Companies Announces Preliminary Results of Debt Tender Offer; Increases Maximum Tender Amount for 6.00% Senior Notes Due 2012 to $130,000,000

The Estée Lauder Companies Inc. (NYSE: EL) announced today the preliminary results for its previously announced cash tender offer for up to $200,000,000 aggregate principal amount (the “Tender Cap”) of its 6.00% Senior Notes due 2012 (the “2012 Notes”) and its 7.75% Senior Notes due 2013 (the “2013 Notes” and, together with the 2012 Notes, the “Notes”). The Company also announced that it is increasing the maximum aggregate principal amount of 2012 Notes that it is offering to purchase pursuant to the cash tender offer to $130,000,000. The terms and conditions of the tender offer are set forth in the Company’s Offer to Purchase dated April 27, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal, as amended by this press release. All other terms and conditions of the tender offer, including the maximum aggregate principal amount of 2013 Notes subject to the tender offer ($100,000,000) and the Tender Cap, remain unchanged.

According to information provided by Global Bondholder Services Corporation, the depositary and information agent for the tender offer, $139,671,000 aggregate principal amount of the 2012 Notes and $69,134,000 aggregate principal amount of the 2013 Notes were validly tendered and not validly withdrawn on or before 5:00 p.m., Eastern Daylight time, on May 10, 2010 (the “Early Tender Date”). Pursuant to the terms of the tender offer, tendered Notes may not be withdrawn after the Early Tender Date.

The amount of each series of the Notes purchased in the tender offer will be determined in accordance with the priorities and maximum tender amounts identified in the columns “Acceptance Priority Level” and “Maximum Tender Amount” in the table below. The tender offer is scheduled to expire at 12:00 midnight, Eastern Daylight time, on May 24, 2010 (the “Expiration Date”).

Title

of

Security

CUSIP
Number


Principal
Amount
Outstanding

Maximum
Tender
Amount

Reference

U.S.

Treasury

Security

Bloomberg
Reference
Page

Fixed

Spread

Early
Tender
Premium

Acceptance
Priority

Level

6.00% Senior

Notes
due 2012

518439AA2 $250,000,000 $130,000,000

1.125% U.S. Treasury

Note Due
January 15, 2012

PX4 15bps $30 1

7.75% Senior

Notes
due 2013

29736RAD2 $300,000,000 $100,000,000

2.75% U.S. Treasury

Note Due
October 31, 2013

PX5 65bps $30 2

The total consideration for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the tender offer will be determined by reference to the applicable fixed spread specified in the table above for the Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as calculated by the dealer managers for the tender offer at 2:00 p.m., Eastern Daylight time, on the second business day before the Expiration Date. The total consideration includes the early tender premium set forth in the table above. Holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will receive the applicable tender offer consideration, namely the total consideration less the early tender premium of $30 per $1,000 principal amount of Notes. No tenders submitted after the Expiration Date will be valid.

The payment date for Notes validly tendered on or before the Expiration Date will occur promptly following the Expiration Date and is expected to be May 25, 2010 assuming that the Expiration Date is not extended. In addition to the applicable total consideration or tender offer consideration, as the case may be, accrued and unpaid interest from the applicable last interest payment date up to, but not including, the settlement date will be paid in cash on all validly tendered Notes accepted for purchase in the tender offer.

J.P. Morgan Securities Inc. and BNP Paribas Securities Corp. are acting as the dealer managers for the tender offer. The information agent and depositary for the tender offer is Global Bondholders Services Corporation. The tender offer is made only by the Offer to Purchase, as amended hereby, and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the tender offer should contact J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or (866) 834-3424 (collect) or BNP Paribas Securities Corp. at (888) 210-4358 (toll-free) or (212) 841-3059 (collect). Requests for copies of the Offer to Purchase and Letter of Transmittal should be directed to Global Bondholders Services Corporation at (866) 470-4200 (toll-free) or (212) 430-3774 (collect).

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer to buy the Notes is only being made pursuant to the Offer to Purchase for Cash and the related Letter of Transmittal. The tender offer is not being made to Noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, they shall be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of the Company.

About The Estée Lauder Companies Inc.

The Estée Lauder Companies Inc. is one of the world’s leading manufacturers and marketers of quality skin care, makeup, fragrance and hair care products. The Company’s products are sold in over 140 countries and territories under the following brand names: Estée Lauder, Aramis, Clinique, Prescriptives, Lab Series, Origins, M•A•C, Bobbi Brown, Tommy Hilfiger, Kiton, La Mer, Donna Karan, Aveda, Jo Malone, Bumble and bumble, Darphin, Michael Kors, American Beauty, Flirt!, Good Skin™, Grassroots Research Labs, Sean John, Missoni, Daisy Fuentes, Tom Ford, Coach and Ojon.

An electronic version of this press release can be found at the Company’s website, www.elcompanies.com.

Contacts:

The Estée Lauder Companies Inc.
Investor Relations:
Dennis D’Andrea, 212-572-4384
or
Media Relations:
Alexandra Trower, 212-572-4430

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