2021 UNIVERSAL REGISTRATION DOCUMENT

5. 2021 Consolidated financial statements

NOTE 2. Main events of the period

2.1. Changes in the scope of consolidation
2.1.1. Year 2021
Acquisitions

On 1 February 2021, L’Oréal finalised the acquisition of Takami Co. This company develops and markets under licence products from the Takami skincare brand; owned by Dr. Hiroshi Takami, the founder of the two eponymous dermatology clinics in Tokyo. Mainly available in Japan and in some Asian countries, notably in China.

At the same time, L’Oréal also renewed the brand licensing agreement with Dr. Takami for a very long period and signed a collaboration agreement with the Takami clinics.

Takami will be integrated into the L’Oréal Luxe Division.

On 8 December 2021, L’Oréal signed an agreement to acquire Youth to the People, a skincare company based in California inspired by superfood.

Youth to the People develops and markets high-performance skin care products known for innovative formulas that combine premium vegan blends of superfood extracts and science.

Available in the US, Canada, Australia and in select European countries where it enjoys a very strong appeal, the brand is marketed through an omnichannel distribution – mix of D2C e-commerce and selective distribution.

The brand will be integrated into the L’Oréal Luxe Division. In 2021, Youth to the People is expected to record over US$50 million of sales.

This acquisition was completed on 29 December 2021 and has been fully consolidated since that date.

The cost of these new acquisitions represented €524.8 million. The total amount of goodwill and other intangible assets resulting from their acquisitions provisionally amounted to €510,5 million.

In 2021, the acquisition of Takami represented €54.4 million in full-year net sales and -€7.7 million in full-year operating profit.

Sale

On 31 March 2021, L’Oréal finalised the sale of the Cosmeurop production site, located in Strasbourg, France to the Superga group.

2.1.2. Year 2020

Acquisition

On 31 March 2020, L’Oréal finalised the acquisition of the Mugler and Azzaro brands and perfumes belonging to the Clarins group for a cash amount of €1.3 billion, net of cash acquired.

This acquisition has been fully consolidated since that date.

On 18 June 2020, L’Oréal announced the acquisition of US skincare brand Thayers Natural Remedies. The brand will be integrated into L’Oréal’s Consumer Products Division.

The distribution strategy, initially focused on a network of natural products stores, has evolved into a multi-channel approach that today includes mass-market retailers, specialised retailers, drug stores and online distribution. In 2019, Thayers generated sales of US$44 million. The acquisition was completed on 31 July 2020 and has been fully consolidated since that date.

The cost of these acquisitions represented €1.7 billion. The total amount of goodwill and other intangible assets resulting from these acquisitions amounted at their acquisition dates to €1,464 million for Azzaro and Mugler and €304.3 million for Thayers.

In 2020, these acquisitions represented €275.7 million in full-year net sales and €34.9 million in full-year operating profit.

Sale

On 4 February 2020, after some strategic thinking to ensure the best possible development for the Roger & Gallet brand, L’Oréal announced it had entered into exclusive negotiations with the French investment holding company Impala to sell this brand.

Founded in Paris in 1862, Roger & Gallet emerged from the world of Apothecary Perfumery inspired by the French art de vivre. Part of L’Oréal since 2008 following the acquisition of Yves Saint Laurent Beauté, Roger & Gallet offers a rich catalogue of fragrances in a range of perfumes, toiletries and skincare. In 2018, the brand generated sales of €52 million.

On 29 June 2020, L’Oréal and French investment holding company Impala announced that they had finalised the sale of the Roger & Gallet brand. 

2.1.3. Year 2019

Acquisition

L’Oréal did not make any significant acquisition in 2019.

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

For 2021, these changes mainly related to the Takami and Youth to the People acquisitions.

For 2020, these changes mainly related to the Azzaro-Mugler and Thayers Natural Remedies acquisitions.

The impact of acquisitions is not material for 2019.

2.3. Transaction on share capital

On 7 December 2021, the L’Oréal Board of Directors approved a strategic transaction consisting of the repurchase by L’Oréal, as part of its share buy back programme, of 22.26 million of its own shares – representing 4% of its capital – from Nestlé. The total price paid to Nestlé was €8.904 billion. All shares redeemed by L’Oréal have been bought back for the express purpose of cancelling them. The transaction had a marginally accretive impact on the diluted net earnings per share in 2021, given that the shares were repurchased at the end of 2021, but will have a full-year accretive impact of at least 4% for the 2022 financial year.

This transaction led the Group to take out a bridging loan of €1.9 billion and issue commercial paper for €2.3 billion, with the balance financed by the cash available at 31 December 2021.