2025 Universal Registration Document

5. 2025 Consolidated Financial Statements

2.1.3 Year 2023
Takeovers

On 3 April, L’Oréal announced that it had signed an agreement with Natura & Co to acquire Aēsop, the Australian luxury beauty brand, for $2.6 billion. Created in 1987, Aēsop is a global super brand known for its skin, hair and body products, available across luxury retail, beauty and hospitality locations around the world. Aesop operates online and in around 400 exclusive points of sale across the Americas, Europe, Australia and Asia, with a nascent footprint in China where the first store opened in 2022.

This acquisition was completed on 30 August 2023 and has been fully consolidated since that date.

In 2023, this acquisition represented €557.5 million in full‑year net sales and €13.1 million in full-year operating profit.

The final allocation of the purchase price led to the recognition of goodwill of €1,784.3 million and is as follows:

€ million Fair value at the date of acquisition
Intangible assets(1)

Intangible assets

(1)

Fair value at the date of acquisition

577.0

Other assets

Other assets

Fair value at the date of acquisition

428.4

Cash

Cash

Fair value at the date of acquisition

74.8

Other liabilities

Other liabilities

Fair value at the date of acquisition

(513.4)

Aēsop net assets Aēsop net assets

Fair value at the date of acquisition

566.8
Goodwill

Goodwill

Fair value at the date of acquisition

1,784.3

ACQUISITION PRICE ACQUISITION PRICE

Fair value at the date of acquisition

2,351.1

On 4 December 2023, L’Oréal completed the acquisition of Lactobio, a leading probiotic and microbiome research company based in Copenhagen (Denmark). The strategic acquisition builds on 20 years of advanced research by L’Oréal into the microbiome scientific territory, deepening its knowledge of the microorganisms that live on the skin’s surface and reinforcing the Group’s leadership in this field. The acquisition also opens up new scientific opportunities, including leveraging Lactobio’s microbiome expertise and significant IP portfolio to develop safe and effective new cosmetic solutions using live bacteria.

The cost of these acquisitions represented €2,401.5 million. The total amount of goodwill and other intangible assets resulting from these acquisitions amounted to €2,411.9 million.

2.2 Impact of changes in the scope of consolidation in the cash flow statement

For 2025, these changes mainly related to Dr.G, Color Wow, and Medik8 acquisitions.

For 2024, these changes mainly related to Gjosa, YesSkin and Amouage acquisitions.

For 2023, these changes mainly related to Aēsop acquisition.

2.3 Other highlights
2.3.1 Year 2025
Sale of Sanofi shares

L'Oréal Groupe announced on 3 February 2025 the signing of an agreement for the sale of approximately 29.6 million Sanofi shares to Sanofi representing 2.14% of the shares held, at a price of €101.5 per share, for a total amount of €3 billion.

The capital gain realized in this respect amounts to €1.9 billion net of tax with no impact on the Group's income statement for the period as it is a financial asset at fair value through comprehensive income.

Following the transaction and after cancellation of the repurchased shares, L'Oréal holds 7.2% of Sanofi's share capital and 13.1% of the voting rights (note 9.3).

Minority investment

L’Oréal Groupe announced on 7 February 2025 a long-term, exclusive beauty partnership with JACQUEMUS, further solidified by a minority investment of 14.8%, finalised on 10 April 2025, supporting their independent development.

This acquisition is treated as Non-current assets (note 9.3).

Bond issuance

L’Oréal Groupe has successfully completed on 13 May 2025 its inaugural bond issuance on the American bond market for a total principal amount of $1 billion, with a coupon of 5.00% per year. (note 9.1.2).

This issue is rated AA (Stable) by S&P and Aa1 (Stable) by Moody’s.

On 12 November 2025, the L'Oréal Group successfully placed a bond issue with a total nominal amount of €3 billion (see note 9.1.2).

The net proceeds from the bonds will be used by the issuer for general corporate purposes, including partially financing the acquisition of Kering Beauté.

Exceptional tax contribution France

As part of the Finance Act of 14 February 2025, an exceptional tax on the profits of large companies (Article 48) was enacted. It applies to companies subject to corporate income tax with a turnover generated in France equal to or greater than €1 billion. This tax is based on the average taxable profit for the 2024 and 2025 fiscal years.

It is recorded as of 31 December 2025, at €252.7 million as corporate income tax and adjusted in Net Income excluding non-recurring items (note 11.4.1).