ESTEE LAUDER COMPANIES INC
10-Q, 2000-04-25
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549-1004
                             ----------------------

                                    FORM 10-Q


(Mark One)
   [X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

                 For the quarterly period ended March 31, 2000

                                       OR

            Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934

                         Commission file number 1-14064


                         The Estee Lauder Companies Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                                       11-2408943
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)


  767 Fifth Avenue, New York, New York                      10153
(Address of principal executive offices)                  (Zip Code)


         Registrant's telephone number, including area code 212-572-4200



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12 months (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]


At April 20,  2000,  124,077,411  shares of the  registrant's  Class A Common
Stock, $.01 par value, and 113,679,334 shares of the registrant's Class B Common
Stock, $.01 par value, were outstanding.






<PAGE>



                         THE ESTEE LAUDER COMPANIES INC.


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                          Page
Part I. Financial Information
<S>                                                                                                      <C>

         Consolidated Statements of Earnings --
              Three Months and Nine Months Ended March 31, 2000 and 1999...............................      2

         Management's Discussion and Analysis of
              Financial Condition and Results of Operations............................................      3

         Consolidated Balance Sheets --
              March 31, 2000 and June 30, 1999.........................................................     12

         Consolidated Statements of Cash Flows --
              Nine Months Ended March 31, 2000 and 1999................................................     13

         Notes to Consolidated Financial Statements....................................................     14

Part II. Other Information.............................................................................     18

</TABLE>
                                      -1-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                          PART I. FINANCIAL INFORMATION

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                           Three Months Ended           Nine Months Ended
                                                                                 March 31                    March 31
                                                                          ---------------------      ----------------------
                                                                             2000       1999             2000        1999
                                                                             ----       ----             ----        ----

                                                                                   (In millions, except per share data)

<S>                                                                       <C>        <C>              <C>          <C>
Net Sales........................................................         $ 1,039.1  $   964.8        $3,367.9     $3,052.8
Cost of sales....................................................             230.7      216.1           765.6        695.5
                                                                          ---------  ---------       ---------     --------

Gross Profit.....................................................             808.4      748.7         2,602.3      2,357.3
                                                                          ---------  ---------       ---------     --------

Operating expenses:
   Selling, general and administrative...........................             701.3      650.5         2,155.4      1,959.0
   Related party royalties.......................................               7.7        7.9            24.9         24.6
                                                                          ---------  ---------       ---------     --------
                                                                              709.0      658.4         2,180.3      1,983.6
                                                                          ---------  ---------       ---------     --------

Operating Income.................................................              99.4       90.3           422.0        373.7

Interest expense, net............................................               3.3        3.4            13.9         14.3
                                                                          ---------  ---------       ---------     --------

Earnings before Income Taxes.....................................              96.1       86.9           408.1        359.4

Provision for income taxes.......................................              35.7       33.3           151.2        136.9
                                                                          ---------  ---------       ---------     --------

Net Earnings.....................................................              60.4       53.6           256.9        222.5

Preferred stock dividends........................................               5.9        5.9            17.6         17.6
                                                                          ---------  ---------       ---------     --------

Net Earnings Attributable to Common Stock........................         $    54.5  $    47.7       $   239.3     $  204.9
                                                                          =========  =========       =========     ========


Net earnings per common share:
    Basic........................................................         $     .23  $     .20       $    1.01     $    .87
    Diluted......................................................         $     .22  $     .20       $     .99     $    .85

Weighted average common shares outstanding:
    Basic........................................................             238.0      237.0           237.7        236.8
    Diluted......................................................             242.8      241.8           242.5        240.7
Cash dividends declared per common share.........................         $     .05  $   .0425       $     .15     $  .1275

</TABLE>

                 See notes to consolidated financial statements.


                                       -2-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

We  manufacture  skin care,  makeup,  fragrance and hair care products which are
distributed  in  over  110  countries  and  territories.   The  following  is  a
comparative  summary of operating  results for the three and nine month  periods
ended March 31, 2000 and 1999.  Sales of products and services  that do not meet
our definition of skin care, makeup,  fragrance and hair care have been included
in the "Other" category. Prior-year information has been restated to reflect the
results of operations related to those products and services.
<TABLE>
<CAPTION>

                                                                           Three Months Ended           Nine Months Ended
                                                                                March 31                     March 31
                                                                          --------------------       ----------------------
                                                                             2000       1999            2000         1999
                                                                             ----       ----            ----         ----
                                                                                             (In millions)
<S>                                                                       <C>        <C>             <C>           <C>
NET SALES
   By Region:
      The Americas...............................................         $   659.4  $   603.9       $ 2,091.7     $ 1,883.2
      Europe, the Middle East & Africa...........................             247.1      242.5           854.5         815.5
      Asia/Pacific...............................................             132.6      118.4           421.7         354.1
                                                                          ---------  ---------       ---------     ---------
                                                                          $ 1,039.1  $   964.8       $ 3,367.9     $ 3,052.8
                                                                          =========  =========       =========     =========

   By Product Category:
      Skin Care..................................................         $   404.5  $   374.9       $ 1,147.7     $ 1,020.8
      Makeup.....................................................             420.1      381.8         1,197.2       1,104.2
      Fragrance..................................................             180.8      183.0           921.9         848.3
      Hair Care..................................................              28.6       21.0            81.5          63.9
      Other......................................................               5.1        4.1            19.6          15.6
                                                                          ---------  ---------       ---------     ---------
                                                                          $ 1,039.1  $   964.8       $ 3,367.9     $ 3,052.8
                                                                          =========  =========       =========     =========

OPERATING INCOME
   By Region:
      The Americas...............................................         $    56.2  $    49.2       $   256.1     $   232.3
      Europe, the Middle East & Africa...........................              34.5       33.1           121.9         108.6
      Asia/Pacific...............................................               8.7        8.0            44.0          32.8
                                                                          ---------  ---------       ---------     ---------
                                                                          $    99.4  $    90.3       $   422.0     $   373.7
                                                                          =========  =========       =========     =========

   By Product Category:
      Skin Care..................................................         $    49.6  $    45.0       $   177.5     $   152.3
      Makeup.....................................................              47.5       40.0           142.7         127.4
      Fragrance..................................................               0.4        0.9            93.4          84.0
      Hair Care..................................................               2.0        3.2             8.8           8.7
      Other......................................................              (0.1)       1.2            (0.4)          1.3
                                                                          ---------  ---------       ---------     ---------
                                                                          $    99.4  $    90.3       $   422.0     $   373.7
                                                                          =========  =========       =========     =========
</TABLE>
                                      -3-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The  following  table  sets  forth  certain  consolidated  earnings  data  as  a
percentage of net sales:
<TABLE>
<CAPTION>

                                                                          Three Months Ended            Nine Months Ended
                                                                                March 31                    March 31
                                                                         ----------------------        -------------------
                                                                            2000       1999               2000       1999
                                                                            ----       ----               ----       ----

<S>                                                                        <C>        <C>                <C>        <C>
Net sales........................................................          100.0%     100.0%             100.0%     100.0%
Cost of sales....................................................           22.2       22.4               22.7       22.8
                                                                           -----      -----              -----      -----
Gross profit.....................................................           77.8       77.6               77.3       77.2
                                                                           -----      -----              -----      -----
Operating expenses before depreciation and amortization:
   Selling, general and administrative...........................           63.9       64.3               60.8       61.3
   Related party royalties.......................................            0.7        0.8                0.8        0.8
                                                                           -----      -----              -----      -----
                                                                            64.6       65.1               61.6       62.1
                                                                           -----      -----              -----      -----
Earnings before interest, taxes, depreciation and amortization
  ("EBITDA").....................................................           13.2       12.5               15.7       15.1
Depreciation and amortization....................................            3.6        3.1                3.2        2.9
                                                                           -----      -----              -----      -----
Operating income.................................................            9.6        9.4               12.5       12.2
Interest expense, net............................................            0.3        0.4                0.4        0.4
                                                                           -----      -----              -----      -----
Earnings before income taxes.....................................            9.3        9.0               12.1       11.8
Provision for income taxes.......................................            3.5        3.4                4.5        4.5
                                                                           -----      -----              -----      -----
Net earnings  ...................................................            5.8%       5.6%               7.6%       7.3%
                                                                           =====      =====              =====      =====
</TABLE>


Third Quarter Fiscal 2000 compared with Third Quarter Fiscal 1999

NET SALES

Net sales increased 8% or $74.3 million to $1,039.1 million as compared with the
same prior-year quarter  reflecting  continued success in our skin care business
and strong makeup sales. As reported in our second quarter  filing,  pursuant to
our Year 2000  contingency  plans we  shipped  $30  million  of  merchandise  in
December that would normally have been shipped in January.  Net sales  increased
11% before considering the impact of this shift in sales. The Americas continued
its strong  growth  with a 9% or $55.5  million  improvement  demonstrating  the
strength  of our  core  brands  and the  contribution  of  newer  brands  in our
portfolio. On a constant exchange rate basis net sales for the quarter increased
9%  reflecting  a  strong  U.S.  dollar  against  certain  European  currencies,
partially offset by strengthening of the Japanese Yen.

Product Categories

Skin Care
Net sales of skin care products  increased 8% or $29.6 million to $404.5 million
as compared to the prior-year quarter.  New for this quarter was Resilience Lift
Eye Creme,  following up on the continued success of Resilience Lift, as well as
Body Clinique.  Spotlight Skin Tone Perfector was launched earlier this year and
continues to be well received.  Also  contributing to the sales  improvement was
our line of ginger  based  products  marketed  under our Origins  brand,  led by
Ginger  Souffle  and  Ginger  Body  Wash.  As  a  result  of  its  domestic  and
international launch in the comparable  prior-year quarter,  sales of Stop Signs
were lower.

Makeup
Net sales of makeup  products  increased 10% or $38.3 million to $420.1 million.
The increase is attributable to a number of new products, including those in our
Tommy color line and *magic by Prescriptives, as well as the recently introduced
Liquid Lipstick, Longstemmed Lashes and HyperReal Foundation.  Existing products
such as Futurist improved over the comparable period, while Sheer Powder Blusher
decreased  versus  its  launch in the same  prior-year  quarter.  Current  sales
increases also reflect the inclusion of Stila, acquired in August 1999.

                                      -4-

<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Fragrance
Net sales of fragrance  products  decreased 1% or $2.2 million to $180.8 million
and  increased  1%  excluding  the impact of foreign  currency  translation.  In
addition,  the Y2K related  shift of sales from the third  quarter to the second
quarter  impacted  fragrance more than our other product  categories.  Excluding
this shift of sales,  third quarter  fragrance sales increased 8%. On a reported
basis,  lower sales of "tommy girl",  "tommy" and Hilfiger  Athletics  were more
than offset by the recent  introduction  of Freedom for him and Freedom for her.
Additionally,  sales of  Pleasures  for Men and Dazzling  were lower,  partially
offset by the recent  introduction of DKNY.  Fourth quarter results are expected
to be  lower  than  the  prior  year  due  to  difficult  comparisons  with  the
international  rollout of  Hilfiger  Athletics  and  Dazzling,  and the  initial
shipment  of  Freedom,  as well as softer  sales of  previously  launched  Tommy
Hilfiger products.

Hair Care
Net sales in the hair  care  category  increased  36% or $7.6  million  to $28.6
million as a result of business  acquisitions  within the distribution  channel,
expansion  of the number of  company-owned  retail  stores,  and the  successful
introduction of new Aveda products.

The introduction of new products may have some  cannibalization  effect on sales
of existing products, which we take into account in our business planning.

Geographic Regions

Net sales in the Americas increased 9% or $55.5 million to $659.4 million. Sales
increases  were achieved from the strength of new and existing  products as well
as contributions from acquired businesses.  In Europe, the Middle East & Africa,
net sales increased 2% or $4.6 million to $247.1  million.  Excluding the impact
of foreign currency translation,  net sales increased 10%, reflecting a stronger
U.S.  dollar.  The increase was  primarily the result of higher net sales in the
United  Kingdom and Spain,  partially  offset by lower  sales in  Germany.  Also
contributing  to growth in this region was the  inclusion of Jo Malone since the
date of acquisition in October 1999. Net sales in Asia/Pacific  increased 12% or
$14.2 million to $132.6  million as compared with the same  prior-year  quarter.
Sales increased  through most of the region with the strongest  growth in Korea,
Japan,  Taiwan  and  Hong  Kong.   Excluding  the  impact  of  foreign  currency
translation,  Asia/Pacific  net  sales  increased  6%, as  compared  to the same
prior-year quarter.

We strategically  stagger new product launches by geographic markets,  which may
account for differences in regional sales growth.

COST OF SALES

The reduction in cost of sales reflects changes in product distribution, as well
as the impact of our production and sourcing initiatives. The changes in product
distribution,  including  the rollout of retail  stores,  acquisition  of retail
outlets of distributors and growth of our Internet business,  favorably impacted
cost of sales as these distribution  channels have gross margins higher than the
corporate  average.  In  addition,  our cost of sales  reduction  program  had a
favorable impact on gross margins of products offered by our newer acquisitions.

OPERATING EXPENSES

Operating  expenses  were 68.2% of net sales in both the current and  prior-year
quarter.  Although new and modified distribution channels contribute to improved
gross  margins,   they  have  higher   operating   expenses  than  our  existing
distribution.  In spite of this impact,  operating expenses before  depreciation
and amortization improved from 65.1% of net sales to 64.6%.  Quarterly operating
expenses  are  subject  to the timing and type of  advertising  and  promotional
spending  due  to  product  launches  and  rollouts,   as  well  as  incremental
advertising in select markets.

OPERATING INCOME

Operating  income  increased 10% or $9.1 million to $99.4 million as compared to
the same prior-year  quarter,  which resulted in an operating  margin of 9.6% in
the current  quarter  versus 9.4% in the  prior-year  quarter.  The  increase in

                                      -5-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

operating   income primarily  related  to  higher   net  sales  and   production
efficiencies, while margin increased primarily due to improved gross profits and
operating expense efficiencies,  partially offset by increased  depreciation and
amortization.

Product Categories

Operating  income  increased 10% and 19% in skin care and makeup,  respectively,
due primarily to strong new product  offerings  driving  increases in net sales.
The operating income related to fragrance  products  decreased from $0.9 million
to $0.4 million primarily as a result of lower sales. We have discussed seasonal
spending  in the past,  the  effects  of which are most  closely  related to our
fragrance  business.  In a period of lower  sales we will  continue  to spend on
advertising  and  promotion  for  fragrance  products,  both to support  new and
existing  products and to drive  traffic to our counters in support of our other
product  categories.  Although  we had  higher  sales  of  hair  care  products,
operating  income  decreased  as we invested in our  distribution  channel,  via
acquisition of  distributors  and retail  expansion,  and increased  spending to
support new product introductions.

Geographic Regions

Operating income in the Americas  increased 14% or $7.0 million to $56.2 million
due to higher sales in the region,  improved gross margins and operating expense
efficiencies. In Europe, the Middle East & Africa, operating income increased 4%
or $1.4  million  to $34.5  million.  Improved  operating  results in the United
Kingdom and Spain were  partially  offset by lower results in France.  Operating
income from Jo Malone is also additive to the region. In Asia/Pacific, operating
income  increased  9% to $8.7  million as compared to $8.0  million.  Higher net
sales  and  operating   expense   efficiencies   resulted  in  operating  income
improvements in Taiwan, Korea and Hong Kong.

Quarterly  operating  results are subject to seasonal net sales  fluctuations in
addition  to the  level,  scope and  timing of  expenditures  related to product
promotions and/or introductions.

EBITDA

Earnings before interest,  taxes, depreciation and amortization is an additional
measure of operating  performance  used by  management.  While the components of
EBITDA may vary from  company to company,  we exclude all  depreciation  charges
related to property, plant and equipment and all amortization charges including:
amortization of goodwill; purchased royalty rights; leasehold improvements;  and
other  intangible  assets.  We consider  EBITDA useful in analyzing our results;
however,  it is not intended to replace,  or  substitute  for, any  presentation
included in the consolidated  financial  statements  prepared in conformity with
generally accepted accounting principles.

EBITDA  increased  14% to $136.9  million or 13.2% of net sales as  compared  to
$120.3  million  or 12.5%  of net  sales in the  same  prior-year  quarter.  The
improvement  in EBITDA is  primarily  attributable  to sales  growth  and margin
improvements.

INTEREST EXPENSE, NET

Net interest expense was $3.3 million for the three months ended March 31, 2000,
as compared with $3.4 million in the same prior-year quarter.  Our debt and cash
positions are mostly  unchanged;  however,  some cost savings have been achieved
through our management of working capital and interest rates.

PROVISION FOR INCOME TAXES

The  provision for income taxes  represents  federal,  foreign,  state and local
income  taxes.  The  effective  rate for income taxes for the three months ended
March 31, 2000 was 37% compared with 38% in the same prior-year  quarter.  These
rates reflect the effect of state and local taxes,  tax rates in certain foreign
jurisdictions and certain nondeductible  expenses. The decrease in the effective
income tax rate as  compared  to the same  prior-year  quarter  was  principally
attributable to implementing tax planning initiatives.

                                      -6-

<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Nine Months Fiscal 2000 compared with Nine Months Fiscal 1999

NET SALES

Net sales  increased  10% or $315.1  million to  $3,367.9  million  for the nine
months ended March 31, 2000 as compared with the same prior-year  period.  Sales
growth  is  primarily  due to  increased  sales of skin  care  products  and the
domestic  strength of fragrance  product sales.  Excluding the impact of foreign
currency  exchange  rate changes,  net sales  increased  11%,  mainly due to the
strength of the U.S. dollar against certain European currencies.

Product Categories

Skin Care
Net sales of skin care  products  increased  12% or $126.9  million to  $1,147.7
million.  The  international  rollout  of  Resilience  Lift  and  the  worldwide
introduction  of  Resilience  Lift  Eye  Cream  have  contributed  to net  sales
increases in the current year.  Other new products such as Body Clinique and the
Clinique Acne Solutions line are also being well received.  The La Mer brand has
more than  doubled  its sales this year in all  regions on the  strength  of its
original products as well as a newly added eye cream.

Makeup
Makeup product sales increased 8% or $93.0 million to $1,197.2 million supported
by new and existing products,  the addition of Stila and increased sales by MAC.
During this fiscal year we introduced City Stick,  Longstemmed Lashes and *magic
by Prescriptives, as well as a variety of products in the Tommy Hilfiger line of
color cosmetics. Successful existing products include ReNutriv All Day Lipstick.
MAC has  experienced  great success  through  expansion of both  traditional and
retail  distribution.  These improvements are partially offset by lower sales of
Indelible Lipstick and Smudgesicles, among others.

Fragrance
Net sales of fragrance products increased 9% or $73.6 million to $921.9 million.
The increase is primarily  attributable to the worldwide introduction of Freedom
for him and  Freedom  for her,  which were  introduced  this year.  Donna  Karan
Cashmere Mist and DKNY Women have both contributed to sales improvements.  These
increases  were  partially  offset by lower sales of previously  launched  Tommy
Hilfiger products.

Hair Care
Sales of hair care products  increased 28% or $17.6 million to $81.5 million due
to  growth  of  the  Aveda  hair  care  product  line  and  refinements  in  the
distribution  channel.  Improvements in distribution include a greater degree of
selectivity  with regard to salons that carry Aveda  products and an increase in
the number of company-owned retail stores.

Geographic Regions

Sales in the Americas increased 11% or $208.5 million to $2,091.7 million.  This
increase was driven by sales of new and existing  products across all categories
and growth in our newer brands. In Europe,  the Middle East & Africa,  net sales
increased 5% or $39.0 million to $854.5 million.  The increase was primarily the
result of higher  net sales in Italy,  Spain,  and the  distributor  and  travel
retail businesses.  Excluding the impact of foreign currency translation,  sales
in Europe,  the Middle East & Africa  increased  12%. Net sales in  Asia/Pacific
increased 19% or $67.6 million to $421.7  million,  reflecting  increases in all
regions,  particularly Japan, Korea, Australia and Taiwan.  Excluding the impact
of foreign currency translation,  Asia/Pacific sales grew 9% over the prior-year
period.

COST OF SALES

Cost of sales for the nine  months  ended March 31, 2000 were 22.7% of net sales
compared  with 22.8% of net sales in the  prior-year  period.  Cost of sales has
been   relatively   consistent   throughout  the  year   reflecting   production
efficiencies,  offset  by  growth  in newer  brands  with  higher  product  cost
structures  relative  to our core  brands.  In the most  recent  quarter we have
experienced  improvements  related  to  growth  and  change in our  channels  of
distribution as well as the rollout of our production and sourcing initiative.

                                      -7-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OPERATING EXPENSES

Total  operating  expenses  decreased  to 64.8% of net sales for the nine months
ended March 31, 2000,  compared  with 65.0% of net sales in the same  prior-year
period.  This improvement  primarily relates to operating  expense  efficiencies
achieved and the growth of acquired  companies,  which have lower operating cost
structures,   partially  offset  by  increased  costs  related  to  new/modified
distribution  channels,  which are higher than traditional  channels, as well as
higher  depreciation  and  amortization.  Operating  expenses are subject to the
timing of  advertising  and  promotional  spending  due to product  launches and
rollouts as well as incremental advertising in select markets.

OPERATING INCOME

Operating  income  increased 13% or $48.3 million to $422.0 million for the nine
months  ended  March  31,  2000 as  compared  with the same  prior-year  period.
Operating  margins were 12.5% of net sales in the current  period as compared to
12.2% in the same  prior-year  period.  The  increase  in  operating  income and
margins was due to higher net sales  coupled  with  production  and  operational
efficiencies  achieved and the planned timing and execution of  advertising  and
promotional spending.

Product Categories

Operating income increased in the skin care, makeup and fragrance  categories by
17%,  12% and 11%,  respectively,  primarily  due to  sales  growth.  Hair  care
operating  income  is  relatively  flat  as  a  result  of  increased  spending,
particularly in the most recent quarter, related to retail expansion, changes in
distribution and support of new product introductions.

Geographic Regions

Operating  income  in the  Americas  increased  10% or $23.8  million  to $256.1
million for the nine months ended March 31, 2000,  primarily due to increases in
skin care product  sales,  as well as the  inclusion  of operating  results from
recent  acquisitions.  In Europe,  the Middle  East & Africa,  operating  income
increased 12% or $13.3 million to $121.9 million  reflecting  improved operating
results  in South  Africa and the  distributor  and  travel  retail  businesses.
Improvements  in these regions were partially  offset by lower income in France.
In  Asia/Pacific,  operating  income  increased  34% or $11.2  million  to $44.0
million due to higher results in Japan, Taiwan, Australia and Korea.

EBITDA

EBITDA  increased  15% to $529.8  million or 15.7% of net sales as  compared  to
$462.4  million  or  15.1%  of net  sales in the  same  prior-year  period.  The
improvement  in  EBITDA is  primarily  attributable  to sales  growth as well as
production and operating expense efficiencies achieved.

INTEREST EXPENSE, NET

Net  interest  expense was $13.9  million and $14.3  million for the nine months
ended March 31, 2000 and 1999,  respectively.  Interest  expense  decreased as a
result of our management of interest  rates,  partially  offset by lower average
invested cash balances.

PROVISION FOR INCOME TAXES

The  provision for income taxes  represents  federal,  foreign,  state and local
income  taxes.  The  effective  rate for income  taxes for the nine months ended
March 31, 2000 was 37% compared with 38% in the same  prior-year  period.  These
rates reflect the effect of state and local taxes,  tax rates in certain foreign
jurisdictions and certain nondeductible  expenses. The decrease in the effective
income tax rate is principally attributable to tax planning initiatives.

                                      -8-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Our  principal  sources  of funds  are cash flow from  operations,  issuance  of
commercial  paper,  long-term  borrowings and borrowings  under committed credit
lines  provided by banks in the United States and abroad.  We believe that these
sources  of  funds  will be  adequate  to  support  currently  planned  business
operations,  acquisitions  and  capital  expenditures  on both a  near-term  and
long-term  basis. At March 31, 2000, we had cash and cash  equivalents of $367.6
million as compared to $347.5 million at June 30, 1999.

The classification of commercial paper as long-term debt in our balance sheet is
based upon our intent and ability to refinance  maturing  commercial  paper on a
long-term basis. As of March 31, 2000 we had committed credit  facilities in the
amount of $750.0 million, of which none was used. We also had uncommitted credit
facilities in the amount of $61.2 million, of which none was used. Total debt as
a percentage  of total  capitalization  (including  short-term  debt) was 22% at
March 31, 2000 and 25% at June 30, 1999.

We  currently  have an  effective  shelf  registration  statement  covering  the
potential issuance of up to $400.0 million in debt securities.

Net cash provided by operating  activities was $344.6 million in the nine months
ended  March 31,  2000 as  compared  to $311.6  million  in the same  prior-year
period.  This  favorable  change in net cash  provided by  operating  activities
primarily  reflects  increased  profitability.   Net  cash  used  for  investing
activities  of $248.9  million  during  the nine  months  ended  March 31,  2000
reflects capital expenditures,  the acquisitions of Stila and Jo Malone, and the
ongoing  acquisition of certain Aveda  distributors in the United States and the
United  Kingdom  as well as  certain  Aveda  retail  stores.  Net cash  used for
financing  activities  of  $68.6  million  principally  reflects  dividends  and
payments to acquire treasury stock.

In April 2000,  the Company  announced  its intention to acquire the business of
Gloss.com, Inc., an Internet beauty site, for cash.

Derivative Financial Instruments

We conduct business in many foreign  currencies.  As a result, we are subject to
foreign  currency  exchange  rate risk due to the effects that foreign  exchange
rate  movements  of these  currencies  have on our costs and cash flows which we
receive from our foreign subsidiaries. We address our risks through a controlled
program of risk management,  the principal objective of which is to minimize the
risks and/or costs associated with financial and global operating activities. We
use derivative financial instruments for the purpose of managing our exposure to
adverse  fluctuations in foreign currency  exchange rates and interest rates. We
do not utilize derivative financial instruments for trading or other speculative
purposes.

Foreign Exchange Risk Management

We enter into forward  exchange  contracts to hedge  purchases,  receivables and
payables  denominated  in foreign  currencies  for periods  consistent  with our
identified  exposures.  Gains and losses  related to qualifying  hedges of these
exposures are deferred and  recognized in operating  income when the  underlying
hedged transaction occurs. We also enter into purchased foreign currency options
to  hedge  anticipated  transactions  where  there  is a high  probability  that
anticipated exposures will materialize.  Any gains realized on such options that
qualify as hedges are  deferred  and  recognized  in  operating  income when the
underlying hedged transaction  occurs.  Premiums on foreign currency options are
amortized over the period being hedged. Foreign currency transactions,  which do
not  qualify as hedges,  are marked to market on a current  basis with gains and
losses  recognized  through  income and  reflected  in  operating  expenses.  In
addition,  any  previously  deferred  gains  and  losses  on  hedges,  which are
terminated prior to the transaction  date, are recognized in current income when
the  hedge is  terminated.  The  contracts  have  varying  maturities  with none
exceeding 24 months.

                                      -9-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


As a matter of policy,  we only enter into  contracts with  counterparties  that
have at least an "A" (or equivalent)  credit rating. The counterparties to these
contracts are major financial institutions.  We do not have significant exposure
to  any  one  counterparty.  Our  exposure  to  credit  loss  in  the  event  of
nonperformance  by any of the  counterparties is limited to only the recognized,
but not realized gains attributable to the contracts.  Management  believes risk
of loss is remote and in any event would not be material.  Costs associated with
entering into these  contracts have not been material to our financial  results.
At March 31, 2000, we had contracts to exchange  foreign  currencies in the form
of purchased  currency options and forward  exchange  contracts in the amount of
$24.3 million and $212.9 million,  respectively.  Foreign  currencies  exchanged
under these contracts are  principally  the Euro,  Japanese yen, Swiss franc and
British pound.

Interest Rate Risk Management

We have entered into  interest  rate swaps to exchange  floating  rate for fixed
rate interest  payments  periodically  over the life of the agreements.  Amounts
currently  due to or from  interest  rate swap  counterparties  are  recorded in
interest  expense in the period in which they accrue.  At December 31, 1999,  we
had interest rate swap agreements  outstanding with a notional  principal amount
of $200.0 million. On February 2, 2000 we terminated $66.0 million of our $200.0
million  interest  rate  swap at a gain.  In order  to  maintain  interest  rate
protection,  we used a portion of the proceeds to purchase an interest  rate cap
set at the same rate as the previously terminated interest rate swap.

Market Risk

There have been no  significant  changes in market risk since June 30, 1999 that
would  have a  material  effect on our  calculated  value-at-risk  exposure,  as
disclosed in the annual report on Form 10-K for the year ended June 30, 1999.

INTERNET

Our strategic goals for the Internet are to enhance our brand equities, to reach
new  consumers,  to forge deeper  relationships  with existing  consumers and to
strengthen our business through our traditional retailers. The strategy includes
a planned launch of a multi-brand  website offering products from our portfolio,
specially designed sites which will be available through the e-commerce sites of
retailers who meet specific  requirements  and individual  sites for our brands.
Certain  of these  sites are  under  development  and we  currently  have  seven
websites that educate and inform consumers about specific  brands.  Three of the
existing sites - clinique.com,  origins.com and bobbibrown.com - have e-commerce
capabilities,  either  directly  or  through  one of our retail  customers.  Our
planned  acquisition  of  Gloss.com,  Inc.  will  allow  us  to  accelerate  the
implementation  of this strategy.  Our Internet  sales are currently  limited to
consumers in the United States and, during the three and nine months ended March
31,  2000,  such  sales have not been  significant.  The  initial  impact of our
overall  Internet  strategy on earnings is expected to be immaterially  dilutive
and accretive thereafter.

                                      -10-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Information

We  and  our   representatives   from  time  to  time  make   written   or  oral
forward-looking  statements,  including  statements  contained in this and other
filings  with the  Securities  and  Exchange  Commission  and in our  reports to
stockholders. The words and phrases "will likely result," "expects," "believes,"
"will   continue,"  "is   anticipated,"   "estimates,"   "projects"  or  similar
expressions  are intended to identify  "forward-looking  statements"  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  include,  without  limitation,  our  expectations  regarding  sales,
earnings  or  other  future   financial   performance  and  liquidity,   product
introductions, entry into new geographic regions, new methods of sale and future
operations or operating  results.  Although we believe that our expectations are
based on  reasonable  assumptions  within  the  bounds of our  knowledge  of our
business and  operations,  we cannot assure that actual  results will not differ
materially  from our  expectations.  Factors that could cause actual  results to
differ from expectations include, without limitation:

           (i) increased  competitive  activity from companies in the skin care,
           makeup,  fragrance  and hair  care  businesses,  some of  which  have
           greater resources than we do;

           (ii) our ability to develop, produce and market new products on which
           future operating results may depend;

           (iii)  consolidations  and  restructurings  in  the  retail  industry
           causing a decrease in the number of stores that sell our products, an
           increase in the ownership concentration within the retail industry or
           ownership of retailers by our competitors or ownership of competitors
           by our customers that are retailers;

           (iv) shifts in the  preferences of consumers as to where and how they
           shop for beauty and related products;

           (v)   social,   political   and   economic   risks  to  our   foreign
           manufacturing,  distribution and retail operations, including changes
           in foreign  investment and trade policies and regulations of the host
           countries and of the United States;

           (vi) changes in the laws, regulations and policies, including changes
           in  accounting  standards,  that affect,  or will  affect,  us in the
           United States and abroad;

           (vii)  foreign  currency  fluctuations   affecting  our  results  of
           operations and the value of our foreign  assets,  the relative prices
           at which we sell our products and our foreign  competitors sell their
           products in the same market and our operating and manufacturing costs
           outside of the United States;

           (viii) changes in global  economic  conditions  that could affect the
           cost and availability of capital to the Company,  which may be needed
           for new equipment, facilities or acquisitions;

           (ix) shipment delays, depletion of inventory and increased production
           costs  resulting  from  disruptions  of  operations  at  any  of  the
           facilities   which,  due  to   consolidations  in  our  manufacturing
           operations,  now manufacture nearly all of our supply of a particular
           type of product (i.e., focus factories);

           (x) real estate rates and availability,  which may affect our ability
           to  increase  the  number  of retail  locations  at which we sell our
           products;

           (xi)  changes in product mix to products  which are less  profitable;
           and,

           (xii) our ability to integrate acquired  businesses and realize value
           therefrom.

We assume no responsibility to update forward-looking  statements made herein or
otherwise.

                                      -11-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                               March 31            June 30
                                                                                                 2000                1999
                                                                                                 ----                ----
                                                                                              (Unaudited)
                                                                                                        (In millions)
                                    ASSETS


<S>                                                                                            <C>                 <C>
Current Assets
Cash and cash equivalents...............................................................       $  367.6            $  347.5
Accounts receivable, net................................................................          606.9               533.7
Inventory and promotional merchandise, net..............................................          444.9               513.0
Prepaid expenses and other current assets...............................................          188.8               176.0
                                                                                               --------            --------
     Total current assets...............................................................        1,608.2             1,570.2
                                                                                               --------            --------

Property, Plant and Equipment, net......................................................          438.1               383.6
                                                                                               --------            --------

Other Assets
Investments, at cost or market value....................................................           56.6                35.5
Deferred taxes..........................................................................           59.9                63.6
Goodwill, net ..........................................................................          664.2               557.9
Other intangible assets, net............................................................           36.1                50.6
Other assets, net.......................................................................           93.6                85.3
                                                                                               --------            --------
     Total other assets.................................................................          910.4               792.9
                                                                                               --------            --------
              Total assets..............................................................       $2,956.7            $2,746.7
                                                                                               ========            ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Short-term debt.........................................................................       $    7.0            $    6.6
Accounts payable........................................................................          189.0               223.1
Accrued income taxes....................................................................           98.2                87.6
Other accrued liabilities...............................................................          559.0               544.9
                                                                                               --------            --------
     Total current liabilities..........................................................          853.2               862.2
                                                                                               --------            --------

Noncurrent Liabilities
Long-term debt..........................................................................          421.5               422.5
Other noncurrent liabilities............................................................          198.0               177.5
                                                                                               --------            --------
     Total noncurrent liabilities.......................................................          619.5               600.0
                                                                                               --------            --------


$6.50 Cumulative Redeemable Preferred Stock, at redemption value........................          360.0               360.0
                                                                                               --------            --------

Stockholders' Equity
Common stock,  $.01 par value;  650,000,000  shares Class A  authorized,  shares
   issued 124,894,668 at March 31, 2000 and 123,936,464 at June 30, 1999;
   240,000,000 shares Class B authorized, shares issued and outstanding 113,679,334.....            2.4                 2.4
Paid-in capital.........................................................................          232.9               211.6
Retained earnings.......................................................................          969.1               766.2
Accumulated other comprehensive income..................................................          (49.7)              (44.3)
                                                                                               --------            --------
                                                                                                1,154.7               935.9
Less: Treasury stock, at cost; 876,980 Class A shares at March 31, 2000
   and 455,306 at June 30, 1999.........................................................          (30.7)              (11.4)
                                                                                               --------            --------
     Total stockholders' equity.........................................................        1,124.0               924.5
                                                                                               --------            --------
              Total liabilities and stockholders' equity................................       $2,956.7            $2,746.7
                                                                                               ========            ========
</TABLE>


                 See notes to consolidated financial statements.

                                      -12-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                         Nine Months Ended
                                                                                                              March 31
                                                                                                       --------------------
                                                                                                        2000          1999
                                                                                                        ----          ----
                                                                                                           (In millions)

<S>
 Cash Flows from Operating Activities                                                              <C>            <C>
   Net earnings...............................................................................     $   256.9      $  222.5
   Adjustments to reconcile net earnings to net cash
     flows provided by operating activities:
       Depreciation and amortization..........................................................          94.5          75.4
       Amortization of purchased royalty rights...............................................          13.3          13.3
       Deferred income taxes..................................................................          (9.0)          0.1
       Non-cash stock compensation............................................................           1.4           -
   Changes in operating assets and liabilities:
       Increase in accounts receivable, net...................................................         (82.4)       (107.9)
       Decrease in inventory and promotional merchandise......................................          68.1         102.8
       Increase in other assets...............................................................         (32.0)        (17.6)
       Decrease in accounts payable...........................................................         (34.4)        (54.7)
       Increase in accrued income taxes.......................................................          22.8          22.5
       Increase in other accrued liabilities..................................................          24.0          45.5
       Increase in other noncurrent liabilities...............................................          21.4           9.7
                                                                                                   ---------      --------
         Net cash flows provided by operating activities......................................         344.6         311.6
                                                                                                   ---------      --------

Cash Flows from Investing Activities
   Acquisition of businesses, net of cash acquired............................................        (125.7)        (75.0)
   Capital expenditures.......................................................................        (121.3)        (82.6)
   Purchase of long-term investments..........................................................          (4.9)         (5.8)
   Proceeds from the disposition of long-term investments.....................................           3.0             -
                                                                                                   ---------      --------
         Net cash flows used for investing activities.........................................        (248.9)       (163.4)
                                                                                                   ---------      --------

Cash Flows from Financing Activities
   Decrease in short-term debt................................................................          (0.4)         (6.5)
   Repayments of long-term debt...............................................................          (3.5)         (3.0)
   Net proceeds from employee stock transactions..............................................          12.0          12.8
   Payments to acquire treasury stock.........................................................         (23.6)        (12.7)
   Dividends paid.............................................................................         (53.1)        (47.7)
                                                                                                   ---------      --------
         Net cash flows used for financing activities.........................................         (68.6)        (57.1)
                                                                                                   ---------      --------

Effect of Exchange Rate Changes on Cash and Cash Equivalents..................................          (7.0)          1.5
                                                                                                   ---------      --------

   Net Increase in Cash and Cash Equivalents..................................................          20.1          92.6
   Cash and Cash Equivalents at Beginning of Period...........................................         347.5         277.5
                                                                                                   ---------      --------
   Cash and Cash Equivalents at End of Period.................................................     $   367.6      $  370.1
                                                                                                   =========      ========


Supplemental disclosures of cash flow information:

   Cash paid during the period for:
       Interest ..............................................................................     $    21.4      $   21.9
                                                                                                   =========      ========
       Income taxes...........................................................................     $   126.6      $  103.4
                                                                                                   =========      ========
   Non-cash items:
       Tax benefit from exercise of stock options.............................................     $    11.4      $   11.2
                                                                                                   =========      ========
</TABLE>

                 See notes to consolidated financial statements.

                                      -13-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying  consolidated  financial statements include the accounts of The
Estee Lauder Companies Inc. and its subsidiaries (collectively,  the "Company").
All significant  intercompany  balances and transactions have been eliminated in
consolidation.

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with  the   instructions  to  Form  10-Q  and  Rule  10-01  of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management all  adjustments  (consisting  of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results of operations of any interim  period are not  necessarily  indicative of
the  results of  operations  to be  expected  for the fiscal  year.  For further
information,  refer to the  consolidated  financial  statements and accompanying
footnotes  included  in the  Company's  annual  report on Form 10-K for the year
ended June 30, 1999.

Net Earnings Per Common Share

For the three and nine month  periods  ended  March 31,  2000 net  earnings  per
common share amounts ("basic EPS") were computed by dividing net earnings, after
deducting preferred stock dividends on the Company's $6.50 Cumulative Redeemable
Preferred Stock, by the weighted average number of common shares outstanding and
contingently issuable shares (which satisfy certain conditions) and excluded any
potential  dilution.  Net earnings per common share  amounts  assuming  dilution
("diluted EPS") were computed by reflecting potential dilution from the exercise
of stock options.

A  reconciliation  between  the  numerators  and  denominators  of the basic and
diluted EPS computations is as follows:
<TABLE>
<CAPTION>

                                                                         Three Months Ended         Nine Months Ended
                                                                               March 31                  March 31
                                                                        ----------------------    ---------------------
                                                                          2000          1999        2000         1999
                                                                          ----          ----        ----         ----
                                                                                           (Unaudited)
                                                                              (In millions, except per share data)

<S>                                                                     <C>             <C>         <C>         <C>
Numerator:
Net earnings..................................................          $  60.4       $ 53.6      $ 256.9       $ 222.5
Preferred stock dividends.....................................              5.9          5.9         17.6          17.6
                                                                        -------       ------      -------       -------
Net earnings attributable to common stock.....................          $  54.5       $ 47.7      $ 239.3       $ 204.9
                                                                        =======       ======      =======       =======

Denominator:
Weighted average common shares outstanding - Basic............            238.0        237.0        237.7         236.8
Effect of dilutive securities: Stock options..................              4.8          4.8          4.8           3.9
                                                                        -------       ------      -------       -------
Weighted average common shares outstanding - Diluted..........            242.8        241.8        242.5         240.7
                                                                        =======       ======      =======       =======

Net earnings per common share:
Basic EPS.....................................................          $   .23       $  .20      $  1.01       $   .87
                                                                        =======       ======      =======       =======
Diluted EPS...................................................          $   .22       $  .20      $   .99       $   .85
                                                                        =======       ======      =======       =======
</TABLE>

As of March 31, 2000 options to purchase 6.9 million shares of common stock were
not included in the  computation  of diluted EPS because the  exercise  price of
those  options were greater than the average  market price of the common  stock.
The options were still outstanding at the end of the period.

                                      -14-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Accounts Receivable

Accounts receivable is stated net of allowances for doubtful accounts and retail
customer  deductions of $35.4 million and $36.0 million as of March 31, 2000 and
June 30, 1999, respectively.

Inventory and Promotional Merchandise

Inventory and promotional merchandise only include inventory considered saleable
or usable in future periods, and are stated at the lower of cost or market, with
cost being determined on the first-in, first-out method. Promotional merchandise
is charged to expense at the time the  merchandise  is shipped to the  Company's
customers.
<TABLE>
<CAPTION>


                                                                          March 31          June 30
                                                                            2000              1999
                                                                            ----              ----
                                                                         (Unaudited)
                                                                                 (In millions)

<S>                                                                       <C>               <C>
        Inventory and promotional merchandise consists of:
           Raw materials.........................................         $   98.6          $ 128.3
           Work in process.......................................             18.6             22.6
           Finished goods........................................            255.7            238.7
           Promotional merchandise...............................             72.0            123.4
                                                                          --------          -------
                                                                          $  444.9          $ 513.0
                                                                          ========          =======
</TABLE>


Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation.
For financial  statement purposes,  depreciation is provided  principally on the
straight-line  method over the estimated useful lives of the assets ranging from
3 to 40 years.  Leasehold  improvements  are amortized on a straight-line  basis
over the shorter of the life of the respective lease or the expected useful life
of the improvement.
<TABLE>
<CAPTION>

                                                                           March 31          June 30
                                                                            2000               1999
                                                                            ----               ----
                                                                         (Unaudited)
                                                                                 (In millions)
<S>                                                                       <C>               <C>
         Land   .................................................         $   13.0          $  13.0
         Buildings and improvements..............................            129.9            129.9
         Machinery and equipment.................................            467.1            432.0
         Furniture and fixtures..................................             85.7             71.7
         Leasehold improvements..................................            214.0            153.2
                                                                          --------          -------
                                                                             909.7            799.8
         Less accumulated depreciation and amortization..........           (471.6)          (416.2)
                                                                          --------          -------
                                                                          $  438.1          $ 383.6
                                                                          ========          =======
</TABLE>

                                      -15-


<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Management Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets,  liabilities,  revenues  and  expenses
reported in those financial  statements.  Actual results could differ from those
estimates and assumptions.

NOTE 2 - COMPREHENSIVE  INCOME

The  components  of  accumulated  other  comprehensive  income  included  in the
accompanying  consolidated  balance sheets consist of net unrealized  investment
gains and cumulative translation adjustments as of the end of each period.

Comprehensive income and its components, net of tax, are as follows:
<TABLE>
<CAPTION>

                                                                         Three Months Ended           Nine Months Ended
                                                                              March 31                     March 31
                                                                      ------------------------      ---------------------
                                                                        2000            1999           2000         1999
                                                                        ----            ----           ----         ----
                                                                                             (Unaudited)
                                                                                            (In millions)
<S>                                                                    <C>             <C>           <C>           <C>
Net earnings..............................................             $ 60.4          $ 53.6        $ 256.9       $222.5
                                                                       ------          ------        -------       ------

Other comprehensive income:
     Net unrealized investment gains (losses).............                5.2             0.2           11.5         (0.1)
     Translation adjustments..............................              (15.8)          (19.3)         (16.9)         6.8
                                                                       ------          ------         ------       ------

     Other comprehensive income...........................              (10.6)          (19.1)          (5.4)         6.7
                                                                       ------          ------         ------       ------

Comprehensive income......................................             $ 49.8          $ 34.5        $ 251.5       $229.2
                                                                       ======          ======        =======       ======
</TABLE>

NOTE 3 - ACQUISITION OF BUSINESSES

In October 1999, the Company acquired Jo Malone Limited, a London-based marketer
of prestige skin care and fragrance products, for cash.

At various times during fiscal 2000 the Company acquired  businesses  engaged in
the  distribution and retail sale of Aveda products in the United States and the
United Kingdom.

In August 1999, the Company  acquired the business of Stila  Cosmetics,  Inc., a
manufacturer and marketer of prestige makeup products, for cash.

The aggregate purchase price for these transactions,  which includes acquisition
costs, was approximately  $126.1 million and each transaction has been accounted
for using the  purchase  method  of  accounting.  Accordingly,  the  results  of
operations  of  these  acquired  businesses  are  included  in the  accompanying
consolidated  financial  statements since their respective dates of acquisition.
Pro-forma  results of operations as if these  acquisitions had been completed as
of July 1, 1999 have not been  presented as the impact on the Company's  results
of operations would not have been material.

In April 2000,  the Company  announced  its intention to acquire the business of
Gloss.com, Inc., an Internet beauty site, for cash.

                                      -16-
<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - SEGMENT DATA AND RELATED INFORMATION

Reportable  operating  segments include  components of an enterprise about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing performance.  The Company evaluates segment performance based upon net
sales and operating income.  Operating income represents  earnings before income
taxes  and  net  interest  expense.  The  accounting  policies  for  each of the
reportable  segments are  substantially  the same as those for the  consolidated
financial  statements,  as  described in the summary of  significant  accounting
policies  footnote,  included in the June 30,  1999 annual  report on Form 10-K.
There has been no significant  variance in the total or long-lived  asset values
associated with each segment since June 30, 1999.
<TABLE>
<CAPTION>

                                                                            Three Months Ended         Nine Months Ended
                                                                                 March 31                   March 31
                                                                          ---------------------     -----------------------
                                                                            2000         1999           2000         1999
                                                                            ----         ----           ----         ----
                                                                                             (Unaudited)
                                                                                            (In millions)
<S>                                                                       <C>          <C>          <C>            <C>
SEGMENT DATA
   Net Sales:
      Skin Care........................................................   $   404.5    $  374.9     $ 1,147.7      $1,020.8
      Makeup...........................................................       420.1       381.8       1,197.2       1,104.2
      Fragrance........................................................       180.8       183.0         921.9         848.3
      Hair Care........................................................        28.6        21.0          81.5          63.9
      Other............................................................         5.1         4.1          19.6          15.6
                                                                          ---------    --------     ---------      --------
                                                                          $ 1,039.1    $  964.8     $ 3,367.9      $3,052.8
                                                                          =========    ========     =========      ========
   Operating Income:
      Skin Care........................................................   $    49.6    $   45.0     $   177.5      $  152.3
      Makeup...........................................................        47.5        40.0         142.7         127.4
      Fragrance........................................................         0.4         0.9          93.4          84.0
      Hair Care........................................................         2.0         3.2           8.8           8.7
      Other............................................................        (0.1)        1.2          (0.4)          1.3
                                                                          ---------    --------     ---------      --------
                                                                               99.4        90.3         422.0         373.7
      Reconciliation:
         Interest expense, net.........................................         3.3         3.4          13.9          14.3
                                                                          ---------    --------     ---------      --------
      Earnings before income taxes.....................................   $    96.1    $   86.9     $   408.1      $  359.4
                                                                          =========    ========     =========      ========


REGIONAL DATA
   Net Sales:
      The Americas.....................................................   $   659.4    $  603.9     $ 2,091.7      $1,883.2
      Europe, the Middle East & Africa.................................       247.1       242.5         854.5         815.5
      Asia/Pacific.....................................................       132.6       118.4         421.7         354.1
                                                                          ---------    --------     ---------      --------
                                                                          $ 1,039.1    $  964.8     $ 3,367.9      $3,052.8
                                                                          =========    ========     =========      ========
   Operating Income:
      The Americas.....................................................   $    56.2    $   49.2     $   256.1      $  232.3
      Europe, the Middle East & Africa.................................        34.5        33.1         121.9         108.6
      Asia/Pacific.....................................................         8.7         8.0          44.0          32.8
                                                                          ---------    --------     ---------      --------
                                                                          $    99.4    $   90.3     $   422.0      $  373.7
                                                                          =========    ========     =========      ========

</TABLE>

                                      -17-



<PAGE>


                         THE ESTEE LAUDER COMPANIES INC.

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

We are involved in various  routine legal  proceedings  incident to the ordinary
course of our  business.  In  management's  opinion the outcome of pending legal
proceedings,  separately or in the aggregate,  will not have a material  adverse
effect on our business or financial condition.

In February  2000, the Company and eight other  manufacturers  of cosmetics (the
"Manufacturer  Defendants")  were named as  defendants in a  consolidated  class
action  lawsuit  that had been  pending  in the  Superior  Court of the State of
California in Marin County.  The plaintiffs  purport to represent a class of all
California  residents who  purchased  prestige  cosmetic  products at retail for
personal  use from a number of  department  stores  that sold such  products  in
California (the "Department Store  Defendants").  Plaintiffs filed their initial
actions against the Department  Store Defendants in May 1998. In April 2000, the
plaintiffs'  counsel  notified  the  Company  of their  intention  to amend  the
complaint to allege that the Department  Store  Defendants and the  Manufacturer
Defendants  conspired to fix and maintain  retail prices and to limit the supply
of  prestige  cosmetic  products  sold by the  Department  Store  Defendants  in
violation of  California  state law.  The  plaintiffs  are seeking,  among other
things, treble damages,  equitable relief,  attorneys' fees, interest and costs.
At this time, the amended complaint has not been filed, and no discovery against
the Company has been  commenced.  However,  the  Company  intends to  vigorously
defend  itself.  While no assurance  can be given as to the ultimate  outcome of
this lawsuit, based on preliminary  investigation,  management believes that the
case  will  not  have a  material  adverse  effect  on the  Company's  financial
position.


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits--


           27.1  Financial Data Schedule


(b)      Reports on Form 8-K  --  There were no reports on Form 8-K for the
         three months ended March 31, 2000.

                                      -18-

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                        THE ESTEE LAUDER COMPANIES INC.



Date:  April 25, 2000                       by:/s/Robert J. Bigler
                                         ---------------------------
                                               Robert J. Bigler
                                             Senior Vice President
                                          and Chief Financial Officer
                                           (Principal Financial and
                                              Accounting Officer)






                                      -19-
<PAGE>

                        THE ESTEE LAUDER COMPANIES INC.

                               INDEX TO EXHIBITS

Exhibit
Number         Description
- -------        -----------

27.1           Financial Data Schedule






                                      -20-

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the Estee
Lauder Companies Inc. Form 10-Q and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER>                                    1,000

<S>                                          <C>
<PERIOD-TYPE>                                   9-Mos
<FISCAL-YEAR-END>                         Jun-30-2000
<PERIOD-END>                              Mar-31-2000
<CASH>                                        367,600
<SECURITIES>                                        0
<RECEIVABLES>                                 642,300
<ALLOWANCES>                                   35,400
<INVENTORY>                                   444,900
<CURRENT-ASSETS>                            1,608,200
<PP&E>                                        909,700
<DEPRECIATION>                                471,600
<TOTAL-ASSETS>                              2,956,700
<CURRENT-LIABILITIES>                         853,200
<BONDS>                                       421,500
                         360,000
                                         0
<COMMON>                                        2,400
<OTHER-SE>                                  1,121,600
<TOTAL-LIABILITY-AND-EQUITY>                2,956,700
<SALES>                                     3,367,900
<TOTAL-REVENUES>                            3,367,900
<CGS>                                         765,600
<TOTAL-COSTS>                                 765,600
<OTHER-EXPENSES>                            2,180,300
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                               408,100
<INCOME-TAX>                                  151,200
<INCOME-CONTINUING>                           256,900
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                  256,900
<EPS-BASIC>                                    1.01
<EPS-DILUTED>                                     .99



</TABLE>


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