Ipsen S.A. publishes its 2024 consolidated financial statements

SUMMARY

3.2       Consolidated financial statements 2024

Operating Income                                                                                                                                                       496.7                  816.0

Net profit/(loss) from continuing operations                                                                                                                 357.3                  619.9

Comprehensive income statement

Consolidated net profit                                                                                                                                            347.3                     647.2

Comprehensive income: consolidated net profit (loss) and gains and (losses) recognized directly in equity ⁽¹⁾                          113.9                     (53.6)

⁽¹⁾         Impacts from taxes on other items of comprehensive income corresponded to  €7.3 million in income for 2024 and €3.3 million for 2023.

3.2.2 Consolidated balance sheet

Total non-current assets                                                                                                                                 4,417.8                             4,424.5

Total current assets                                                                                                                                                      

EQUITY AND LIABILITIES

                                                                                                                                                                    4,181.8    

Total non-current liabilities                                                                                                                                751.7                                872.2

Total current liabilities 1,505.4  1,626.8 TOTAL EQUITY & LIABILITIES 6,439.0  6,322.9

3.2.3 Consolidated statement of cash flow

(in millions of euros)                                                                                                                                                                                                                                                              2024                                    2023

Consolidated net profit                                                                                                                                               347.3                     647.2

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 915.5  865.9 Acquisition of property, plant & equipment 12.1 (116.2) Acquisition of intangible assets 11 (72.7)

Proceeds from disposal of intangible assets and property, plant & equipment                                     1.4                                                          0.5

Acquisition of shares in non-consolidated companies 13 (5.7) Impact of changes in the consolidation scope 3.1 & 3.2 (909.9) Change in working capital related to investment activities 16 24.3 Other cash flow related to investment activities 1.4

NET CASH PROVIDED (USED) BY INVESTMENT ACTIVITIES                                                                                           (676.6)                (1,078.2)

Additional long-term borrowings                                                                                                     20                                                         24.9

Repayment of long-term borrowings 20 (300.7) New short-term borrowings 20 2,598.0

Repayment of short-term borrowings                                                                                              20                                                  (2,613.0)

Treasury shares                                                                                                                                                                                        (39.5)

Distributions                                                                                                                                18.3                                                      (99.6)

Change in working capital related to financing activities — Paid financial interest (22.6)

⁽¹⁾        Detailed items in note 3.2.1 – “Comprehensive income statement”.

⁽²⁾        The main sources of consolidated reserves were as follows:

•   Reserves on financial assets at fair value through other items of comprehensive income;

•   Retained earnings.

                           capitalShare premiums or Share Consolidated reserves (2)         differencesexchange Foreign

contributions

(in millions of euros)

Reserves                                         Net                         Equity

retirement related to benefit Cash flow reserveshedge      Treasury profit/(loss)    Group Total                attributable to non-      equityTotal

                                     shares    for the      equity     controlling

obligations                                    period                      interests

⁽¹⁾        Detailed in section 3.2.1 – “Comprehensive income statement”.

⁽²⁾        The main sources of consolidated reserves were as follows:

•  Reserves on financial assets at fair value through other comprehensive income;

•  Retained earnings.

3.2.5 Notes

Introduction

•  Ipsen is a global biopharmaceutical group focused on innovation and Specialty Care.

•  Its registered office is located at 65 quai Georges Gorse, 92100 Boulogne-Billancourt, France.

•  These notes form an integral part of Ipsen Group’s consolidated financial statements (hereafter the “consolidated financial statements”).

•  All amounts are expressed in millions of euros unless otherwise specified.

•  The consolidated financial statements are closed on 31 December every year. Individual statements included in the consolidated financial statements are prepared on the closing date of the consolidated financial statements, 31 December, and cover the same period.

• 

Note 1                Significant events and transactions during the period that had an impact on the consolidated

                        financial statements as of 31 December 2024                                                                                                                 1090                3

Note 5             Revenue and other operating income                                                                                                                             1595

Note 6            Operating income                                                                                                                                                            1797

Note 10          Goodwill                                                                                                                                                                         10828

Note 11          Intangible assets                                                                                                                                                            10929

Note 1    Significant events and transactions during the period that had an impact on the consolidated financial statements as of

31 December 2024

Note 1.1      Regulatory approval of Onivyde and Iqirvo

Onivyde

On 13 February 2024, the U.S. Food and Drug Administration (FDA) approved the supplemental new drug application for Onivyde (plus oxaliplatin, fluorouracil and leucovorin) as a firstline treatment in adults living with metastatic pancreatic adenocarcinoma (mPDAC). This approval is based on the Phase III NAPOLI 3 clinical trial.

The Group has paid an earnout contingent upon this approval totaling €207 million (see note 16).

Iqirvo (Elafibranor)

On 10 June 2024, the U.S. FDA granted accelerated approval for Iqirvo (Elafibranor) to treat primary biliary cholangitis (PBC).

The approval is based on positive data from the Phase III ELATIVE clinical trial.

On 20 September 2024, the European Medicines Agency granted their approval of Irqirvo to treat PBC.

The Group has paid out a total of €62 million in milestone payments triggered from these approvals.

Note 1.2      New licensing and partnership agreements

On 2 April 2024, Ipsen and Sutro Biopharma entered into an exclusive global licensing agreement for STRO-003, an antibody-drug conjugate (ADC) in the final stages of preclinical development. The agreement gives Ipsen exclusive worldwide rights to develop and commercialize STRO-003. Ipsen Group has made an initial €70 million payment that also included a 7.4% equity investment in Sutro Biopharma's share capital, amounting to €23 million (see notes 11 and 13). Additional milestone payments related to clinical development, as well as regulatory and commercial development may reach up to €770 million (see note 23).

Skyhawk Therapeutics

On 22 April 2024, Ipsen and Skyhawk Therapeutics entered into an exclusive worldwide partnership to discover and develop novel small molecules that modulate RNA for rare neurological diseases.

The agreement includes an option granting Ipsen exclusive license for the worldwide rights to develop successful development candidates (DC) in exchange for an upfront €43 million payment for research collaboration. Additional payments subject to the exercise of an option and meeting regulatory and commercial milestones could total €1.7 billion, and some potential royalties could be paid out (see notes 11, 14 and 23).

Foreseen Biotechnology

On 11 July 2024, Ipsen and Foreseen Biotechnology signed an exclusive global licensing agreement granting Ipsen global exclusive rights to develop, manufacture and commercialize FS001, an antibody-drug conjugate (ADC).

Foreseen will receive up to $1.03 billion, including a €60 million upfront payment as well as development, regulatory and commercial milestone payments. Foreseen could also receive royalties (see notes 11 and 23).

Day One

On 25 July 2024, Ipsen and Day One Biopharmaceuticals entered into an exclusive global partnership outside the U.S. to commercialize tovorafenib, the first treatment approved by the U.S. FDA for relapsed or refractory pediatric lowgrade glioma (LGG).

Ipsen obtained the regulatory and commercial rights for tovorafenib in all territories outside the U.S. in exchange for an initial upfront payment of approximately $105 million, which included a $38 million equity investment (equalling 2.5% of the share capital), and up to approximately $333 million in additional launch and sales milestone payments. Day One will also receive royalties on net sales (see notes 11, 13 and 23).

Biomunex

On 3 December 2024, Ipsen and Biomunex signed an exclusive global licensing agreement to develop and commercialize BMX-502, a bispecific antibody that engages and activates a subset of cytotoxic T cells that targets the GPC3 tumor antigen to kill cancer cells.

Biomunex is eligible to receive up to €580 million in payments, including a €19 million upfront payment as well as clinical development, regulatory, and commercial milestone payments, in addition to tiered global royalties on sales (see notes 11 and 23).

Note 1.3         Expansion of partnership with Marengo

Therapeutics

On 7 June 2024, Ipsen and Marengo Therapeutics announced they were expanding their ongoing oncology research partnership to include TriSTAR, Marengo’s nextgeneration, precision T cell engager (TCE) technology.

The Group paid Marengo an initial €22 million, with additional potential payments that could total €1.1 billion in addition to tiered royalty payments on global sales (see notes 11 and 23).

Note 1.4        Asset disposals

Priority Review Voucher ("PRV")

In September 2024, the Group sold its rare pediatric disease Priority Review Voucher (“PRV”) to a large global pharmaceutical company. Ipsen received the PRV after the U.S. FDA approved Sohonos^TM (palovarotene) in 2023.

Ipsen sold this asset for €145 million and recognized a capital gain for it under “Other Operating Income and Expenses” (see note 6.3).

Increlex

On 19 December 2024, Ipsen sold the drug Increlex^® and businesses related to Eton Phamaceuticals. The Group sold these assets for €33 million and recognized a marginal capital gain (see note 11).

Note 1.5 Sohonos Impairment loss

Following the approval of Sohonos by the U.S. FDA in 2023, Ipsen launched Sohonos for patients with FOP

(Fibrodysplasia Ossificans Progressiva) in the United States and in some other countries. Sales in 2024 were lower than expected, with a marginal increase in the number of new patients.

As a result, on 31 December 2024, Ipsen recorded a €279 million pre-tax impairment loss related to the impairment of the intangible asset Sohonos.

statement

The main accounting methods used to prepare the consolidated financial statements are described below. Unless otherwise stated, Ipsen Group used these methods consistently for all financial years presented.

In compliance with European regulation No. 1606 / 2002 adopted on 19 July 2002 by the European Parliament and the European Council, the Group’s consolidated financial statements for 2024 were prepared in accordance with International Financial Reporting Standards (IFRS). The IFRS as endorsed by the European Union differ in certain aspects from the IFRS published by the IASB. Nevertheless, the Group has verified that the financial information for the periods presented would not have been substantially different if it had applied IFRS as published by the IASB.

International accounting standards include International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), as well as the interpretations issued by the Standing Interpretations Committee (SIC), and the International Financial Reporting Standards Interpretations Committee (IFRIC).

All the standards adopted by the European Union are available on the European Commission’s website:

https://ec.europa.eu/info/business-economy-euro/companyreporting-and-auditing/company-reporting/financialreporting_en#ifrs-endorsement-process.

The consolidated financial statements are prepared using the historical cost principle, except for certain asset and liability classes, in accordance with IFRS. The related classes are described in the notes below.

Note 2.2        Climate change

In 2021, the Group joined the "Business Ambition for 1.5°C" initiative and committed to reducing greenhouse gas (GHG) emissions by 2030 in particular, by:

•  halving absolute GHG emissions from the Group's infrastructure and automotive fleet;

•  working with partners upstream and downstream to reduce indirect GHG emissions.

Ipsen has already sped up efforts to combat climate change. More than 99,8% of its electricity consumption worldwide comes from renewable energy sources.

The Group is also working to improve the energy efficiency of its facilities, optimize the energy mix of its fleet and invest in innovative heat recovery technologies.

The roll-out of these programs is reflected in the Group's financial statements under expenses and operating investments made during the year and have been accounted for, where applicable, in the accounting assumptions formulated by management when preparing these financial statements, especially when estimating the 2024 budget and the medium-term forecast used by the Group to make the business plan the Group used for 2023 annual impairment tests (notes 10.2 and 11.2). No other material impact related to the climate is reflected in the 2023 financial statements.

Note 2.3      Standards, amendments and interpretations that took effect on 1 January 2024

The mandatory standards, amendments and interpretations published by the IASB and applicable as of 1 January 2024 are listed below:

•  Amendments to IAS 1 – Presentation of Financial Statements – Classification of Liabilities as Current or Non-Current;

•  Amendments to IAS 1 – Presentation of Financial Statements – Classifying Liabilities with Covenants;

•  Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosures – Supplier Finance Arrangements;

•  Amendments to IFRS 16 – Leases – Lease Liability in a Sale and Leaseback.

These amendments did not have a material impact on the Group’s consolidated financial statements as of 31 December 2024.

Note 2.4      Standards, amendments and interpretations endorsed by the European Union and not adopted early by the Group

The Group did not opt for early adoption of the standards, amendments and improvements endorsed by the European Union for which the application was not mandatory on 1 January 2024, namely:

•  Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability;

•  Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments;

•  IFRS 18 – Presentation of Financial Statements;

•  IFRS 19 – Subsidiaries without Public Accountability: Disclosures.

The Group was still reviewing the standards and amendments published by the IASB but not yet endorsed by the European Union as of the date the Board approved the consolidated financial statements.

Note 2.5       Pillar II Rules

In December 2021, the Organisation for Economic Cooperation and Development (OECD) published Global AntiBase Erosion Rules (GloBE) as part of Pillar II. These rules are part of a two-pillar solution addressing tax challenges arising due to the digitization of the economy. More than 135 countries and jurisdictions have adopted these rules. Pillar II rules aim to ensure that multinational companies pay a minimum amount of income tax from each jurisdiction they operate in through a supplementary tax system set up guaranteeing a minimum effective tax rate of 15%.

This tax reform was adopted as part of the Finance Act and took effect in France starting in the financial year opening on 1 January 2024. Due to the amount of the Group's revenue, the Group does fall under the scope of this reform.

Implementing Pillar II rules did not have a material impact on the Group's consolidated financial statements. After an indepth assessment, Ipsen determined that the adjustments needed to comply with these new tax requirements did not lead to substantial amendments to tax expenses or provisions for deferred taxes.

Note 2.6      Standards, amendments and interpretations published but not yet endorsed by the European Union

Note 2.6.1     IASB publications not yet endorsed by the European Union

The standards, amendments and interpretations published but not yet endorsed by the European Union are the amendments to IAS 7 and IFRS 7 – Disclosure Requirements and ‘Signposts’ within Existing Disclosure Requirements Asking Entities to Provide Qualitative and Quantitative Information about Supplier Finance Arrangements.

The Group was still reviewing the impact of standards and amendments published by the IASB but not yet endorsed by the European Union as of the date these consolidated financial statements were approved.

Note 2.6.2        IASB publications after the closing date

No standards or interpretations were published by the IASB since the closing date or up to the date these consolidated financial statements were approved.

Note 2.7       Use of estimates

Preparing financial statements in accordance with international financial reporting standards requires Group management to make estimates and use certain assumptions that are likely to impact the carrying value of assets and liabilities, shareholders’ equity, income and expense items, and information provided in the notes to the financial statements.

Group management has regularly made these estimates and assumptions based on its past experience and other factors deemed reasonable. Changing assumptions, in particular as a result of the economic or financial environment, which could weaken some of the Group’s partners and make it difficult to estimate future outlook, could ultimately lead to different amounts.

The estimates were made based on information available at the closing date, after taking into account subsequent events.

The main material estimates made by Group management concern changes to how employee benefits are measured (see note 7), any impairment of goodwill (see note 10) or intangible assets (see note 11), deferred tax asset assessments (see note 9), measuring the value of contingent payments to be paid or earnouts to be received (see notes 15 and 16) as well as measuring the value of provisions (see note 19).

Note 2.8      Translation of financial statements in foreign currencies

The Group’s consolidated financial statements are denominated in euros. In accordance with IAS 21, the assets and liabilities of subsidiaries whose functional currency is not the euro are translated at the exchange rates prevailing on the closing date. No Group entity operates in a hyperinflationary economy. Their income statements and the items in their cash flow statement are translated at the average rate for the year, which comes close to the prevailing exchange rate as of the date of the different transactions, as long as there are no significant fluctuations.

Exchange differences from translating balance sheets and income statements are recorded under the “Cumulative translation reserves” line item, which forms an integral part of shareholders’ equity, and under “Non-controlling interests” for the share attributable to third parties. These differences arise from:

•  any difference between the exchange rates used for the opening and closing balance sheets found when translating balance sheet items;

•  any difference between the year’s average rate and closing rate.

Goodwill and fair value adjustments arising when a foreign entity is acquired are treated as the foreign entity’s assets and liabilities. As such, they are expressed in the entity’s functional currency and translated at the exchange rate prevailing on the closing date.

During consolidation, exchange differences due to the translation of net investments in businesses abroad and of loans and other exchange instruments designated as hedging instruments for these investments are recognized in equity. When a foreign entity is sold, these translation differences, initially recognized as equity, are recorded in profits or losses on disposals.

Note 2.9          Translation of receivables, payables, transactions, and flows denominated in foreign currencies

Receivables and payables denominated in foreign currencies are initially translated at the exchange rates prevailing on the transaction date and then revalued at the closing rates prevailing on the reporting date.

Exchange differences on monetary assets denominated in foreign currencies are recognized in the income statement.

Exchange differences arising from eliminating foreign currency transactions between fully-consolidated companies are recorded in “Cumulative translation reserves” under shareholders’ equity and under “Non-controlling interests” for the share attributable to third parties, to eliminate their impact on consolidated results. Exchange differences arising from foreign currency cash flow movements between fullyconsolidated companies are accounted for under a separate line item in the consolidated statement of cash flows.

Note 3.1        Business Combinations

Business combinations are accounted for using the acquisition method.

The cost of an acquisition is based on the fair value of the assets acquired, equity instruments issued, and liabilities incurred or assumed from the previous owners on the acquisition date. The costs directly attributable to the combination are accounted for as “Other operating expenses” in the period they are incurred.

As a result, when an exclusively-controlled company is consolidated for the first time, identifiable assets and liabilities are valued at their fair value, apart from exceptions specifically provided for in IFRS 3 – Business Combinations.

Under business combinations, other intangible assets acquired related to Research and Development in progress that can be reliably measured are identified separately in goodwill and recorded under “Other intangible assets” in accordance with IFRS 3 – Business Combinations, and IAS 38 – Intangible Assets. A related deferred tax liability is also recorded, if applicable.

When the value of the assets and liabilities is recognized on a provisional basis, adjustments resulting from facts and circumstances existing on the transaction date and carried out within 12 months from the purchase date, are recorded on the balance sheet as a retroactive adjustment in accordance with IFRS 3 – Business Combinations. The Group did not make any acquisitions in 2024.

Note 3.2      Disposals, non-current assets held for sale and discontinued operations

3.2.1 Accounting principles

A non-current asset, or group of assets and liabilities, is classified as held for sale if its carrying value will be recovered mainly through a sales transaction rather than through continuing use. For this to be the case, the asset or disposal group held for sale must be available for immediate sale and the sale must be highly likely.

For the sale to be highly likely, the appropriate level of management must be committed to a plan to sell the asset (or disposal group), and an active program to locate a buyer and complete the plan must be initiated.

An operation is classified as discontinued if it is a business the Group has sold or is classified as held for sale, and:

•  it represents a principal and distinct business line or geographic region;

•  it is part of a specific and coordinated plan to dispose of a principal and distinct business line or geographic region; or

•  it is a subsidiary acquired exclusively for resale.

During the sale of a business or subsidiary, the loss of exclusive control leads to derecognizing assets and liabilities (including goodwill) as well as non-controlling interests. On the date control is lost, the total income from the sale is determined by comparing proceeds from the sale to the carrying amount of the sold asset. This is shown in the income statement under the “Income from discontinued operations” line item.

3.22 Divestment of the Consumer Healthcare Business As part of the sales agreement for the Consumer Healthcare business finalized on 27 July 2022, Ipsen recognized an estimated potential earnout under the "Net profit from discontinued operations" line item.

Note 3.3        Other changes in scope

In 2024, the Group created and fully consolidated the subsidiary Ipsen (Shanghai) Trade Co. Ltd.

In August 2024, the subsidiaries Elsegundo Limited and BB et Cie were merged within Ipsen Farmaceutica BV.

Note 4      Segment reporting

In accordance with IFRS 8 – Operating Segments, the segment reporting shown was prepared based on management data the Executive Leadership Team (the chief operating decision maker) uses to analyze operating performance and to decide how to allocate resources.

The Group only uses one operating segment now—the Specialty Care segment.

The Group uses Core Operating Income to measure performance and to allocate resources. Core Operating

Note 4.1        Core Operating Income

Income is operating income that excludes amortization expenses for intangible assets (excluding software), restructuring costs, impairment losses on intangible assets and property, plant and equipment, as well as other items arising from significant events that could distort the reading of the Group’s performance from one year to another.

This performance indicator does not replace IFRS indicators and should not be viewed as such. It is used in addition to IFRS indicators.

% of net sales                                                                                                                                                         32.6 %                  32.0 %

A reconciliation between Core Operating Income and Operating Income is presented in the table below:

Operating Income                                                                                                                                                    496.7                      816.0

Note 5         Revenue and other operating income

The Group's revenue mainly includes pharmaceutical sales. It is recognized when control of the goods or services are transferred to the customer. Revenue is recorded for the amount that the Group expects to receive:

•  proceeds from pharmaceutical sales are recognized when transfer of control occurs; in most agreements, when products are physically transferred (delivery), in accordance with the delivery and acceptance terms agreed upon with the customer;

• 

Note 5.1        Sales by geographical region

authorities determined based on sales. The Group recognizes rebates and discounts at the same time as the sales and identifies them as being a variable pricing element pursuant to IFRS 15.

Regarding agreements signed with distributors, sales are recorded when the products are physically transferred to the distributors if the agreement is a consignment agreement, or when the distributor is an agent. In this case, the sale is recognized on the date control is transferred to the end customer. The commissions paid are recorded under the

“Selling costs” line item.

Note 5.3        Other revenue

Other revenue includes:

•  royalties received;

•  revenue received for license agreements signed with partners, and miscellaneous services.

Note 5.3.1        Royalties received

Royalties received are recorded under “Other revenue” according to the sales generated over the period by partners and contractual royalty rates.

Note 5.3.2     Revenue received under licensing agreements with partners (“upfront payments” or “milestone payments”)

Revenue received under licensing agreements break down into two distinct types, as follows:

•  Revenue from static licenses when control has been transferred to the customer and under which the Group has an enforceable payment right. This revenue is recognized on the date when control of the licensed asset is transferred;

•  Revenue received from dynamic licenses correspond to either the right held by the customer to use an intangible asset without a transfer of control (commercialization right for a defined period of time), or to a situation where the licensing agreement cannot be separated from the sale of the goods or services. This type of revenue is spread over the lifespan of the licensing agreement.

Off balance-sheet commitments to be received as milestone payments defined in the Group's main agreements are presented in note 23.1.2. Payments received for these milestones are recognized on the date when the regulatory triggering event occurs and after both parties give their approval.

Note 5.3.3       Miscellaneous services

Revenue generated by various services provided are recognized based on the goods or services delivered to the other contracting party.

Note 6      Operating income

Note 6.1       Cost of sales

Cost of sales primarily includes the industrial cost of goods sold and royalties paid under licenses. The industrial cost of goods sold includes the cost of raw materials consumed, including inbound freight costs, direct and indirect costs for manufacturing services, personnel, manufacturing-related depreciation, all types of external costs related to manufacturing activities, such as electricity, water, maintenance, and equipment costs, and indirect costs, such as the share of purchasing, human resources and IT costs. Manufacturing costs also include quality control, production quality assurance, engineering, and third-party logistics expenses.

Note 6.2        Research and Development

Note 6.2.1       Research costs

Internal research costs are recorded under expenses when they are incurred.

Note 6.2.2       Development costs

In-house pharmaceutical development costs are expensed in the period during which they are incurred as long as capitalization criteria are not deemed to be met.

In accordance with IAS 38, internal development costs are recognized as intangible assets only if the following six criteria have been met:

•  the development project is technically feasible;

•  the Group intends to complete the project;

•  the Group is able to use the intangible asset;

Note 6.3         Other operating income and expenses

•  the Group can demonstrate the probable future economic benefit of the asset;

•  the Group has the technical, financial and other resources to complete the project; and

•  the Group can reliably measure development costs.

Due to the risks and uncertainties associated with regulatory approvals and the research and development process, the six criteria for intangible assets are not deemed to be fulfilled until marketing authorization for the drugs has been granted, i.e. approval of the Marketing Authorization Application (MAA).

As a result, internal development expenses, primarily consisting of clinical study costs arising before approval of the MAA, are generally recognized in “Research and development expenses” as soon as they are incurred.

Note 6.2.3     Research and Development Tax Credits in France

The Research tax credit in France is classified as an operating grant, which is common practice within the pharmaceutical industry. In accordance with IAS 20 – Accounting for Government Grants, operating grants are recognized in "Operating income", after the R&D expenses to which they are directly linked have been deducted.

Research and Development tax credits in the Group's other tax jurisdictions are typically accounted for by deducting the tax expense as they can only be deducted and are not refundable.

Other operating income and expenses accounted to a €304.1 million net expense in 2024, mainly related to amortizing the Bylvay, Cabometyx, Sohonos, Onivyde and Tazverik intangible assets, selling software related to a technological platform, recognizing costs related to halting clinical trials, and consolidating Albireo and Epizyme, which were offset particularly by selling a Priority Review Voucher (PRV).

In 2023, other operating income and expenses came to €390.7 million in net expenses. The expenses were mainly related to amortizing the Bylvay, Cabometyx, Onivyde and Tazverik intangible assets, recognizing costs from Ipsen’s transformation programs, which included Epizyme and Albireo's consolidation costs, and remeasuring the Onivyde earnout to be paid out totaling €40 million.

Note 6.6 Operating income per type of expense

Note 6.4        Restructuring costs

Restructuring costs accounted for €14.1 million in expenses and primarily pertained to transformation projects.

In late December 2023, this expense totaled €27.7 million. It was mainly impacted by restructuring projects, and especially in the United States due to Albireo's consolidation.

Note 6.5       Impairment losses

Impairment      losses      during     the     year     amounted      to

€280.9 million and mainly corresponded to impairment of the intangible asset related to Sohonos, reflecting a drop in North American sales and in other countries following a decline in the number of patients being treated (see note 11.2).

2024     2023

Revenue                                                                                                                                                           3,574.5                        3,306.4

Total operating income/(expense)                                                                                                                        496.7                            816.0

Note 7     Personnel

Note 7.1        Headcount

At the end 2024, the Group totaled 5,358 employees (5,325 at the end of 2023). The average headcount in 2024 was 5,196 employees (5,234 in 2023).

Note 7.2        Employee expenses

Employee expenses, which are included in the cost of goods sold, selling costs, corporate overheads, research and development expenses, and restructuring costs, encompass the following items:

Total - Employee expenses                                                                                                                                 (878.1)                         (898.0)

In 2024, the average rate of Social security contributions and payroll taxes amounted to 29.8% of gross payroll, compared to

28.3% in 2023.

Note 7.3        Long-term employee benefits

Note 7.3.1       Benefit Plans

Note 7.3.1.1 Retirement benefit obligations

In some countries, the Group’s employees are eligible for:

•  supplementary retirement in the form of pensions paid out after the employee retires;

•  or a retirement payment upon departure paid out in a lump sum at time of retirement.

The main countries that have defined benefit plans are France and the United Kingdom. In France, a small number of employees also receive a supplementary pension plan.

•  contributions to independent organizations (insurance companies) responsible for paying the pensions and other benefits (defined contribution plans);

•  provisions (defined benefit plans).

For basic plans and other defined contribution plans, the Group recognizes contributions to be paid under expenses when they are due, as the Group has no commitment beyond the contributions paid out.

For defined benefit plans, pension expenses are determined by third-party actuaries using the projected unit credit method.

Note 7.3.1.2 Other long-term commitments

The Group also pays out amounts to reward employees for their years of service in the form of bonuses. Essentially they are long service awards, mostly in France. The Group creates provisions for these commitments.

Note 7.3.2        Measuring and recognizing commitments

The Group's obligations regarding all of these services are calculated by an outside actuary using applicable assumptions in the countries where the plans are located.

Discount rates are determined by referring to market rates based on high-quality corporate bonds. The main reference index used for the euro zone and the United Kingdom is the iBoxx Corporate AA Benchmark Indices.

Assumptions for staff turnover and mortality rates are specific to each country.

Some commitments are covered by financial assets corresponding to funds invested with insurance companies (plan assets).

The impact of profit from asset returns used to cover plans on the income statement is determined based on the discount rate of the commitments.

Unfinanced commitments and underfunded plans are recorded under “Provisions for employee commitments” on the balance sheet.

Note 7.3.2.1 Assumptions used

The main actuarial assumptions the Group used as of 31 December 2024 are described below:

A 1.0% increase in the discount rate would result in a 10.05% decrease in commitments in France, a 10.27% decline in commitments in Europe, a 12.05% decrease in commitments in the Asia-Oceania region, and a 15.13% decline in commitments in the United Kingdom.

31 December 2023

Note 7.3.2.2 Reconciliation between balance sheet assets and liabilities

Impact on comprehensive income

Note 7.3.2.3 Asset allocation to finance plans

Total                                                                                                           8.3                          2.5                         17.6                           28.4

 29 %  9 %                                                                                                                                                62 %                     100 %

⁽¹⁾      Real Estate, cash, and other.

Financial assets as of 31 December 2024 primarily break down by country as follows: 49% in the United Kingdom and 36% in France.

31 December 2023

Total

⁽¹⁾       Real Estate, cash, insurance policy, and other.

Note 7.3.2.4 Future probable plan benefits

Note 7.4        Share-based payments

Bonus share plans are granted to Group directors and executives as well as certain Group employees. This incentive policy results in bonus shares being granted. They vest when:

•  in-house and outside performance conditions as well as financial and non-financial performance conditions plus continued employment conditions are met;

•  continued employment conditions are met without performance conditions.

In accordance with IFRS 2 – Share-based payments, these options and shares are measured at fair value on the grant date, which is determined using the valuation method that most suits the payment and features of each bonus share plan granted (“Black & Scholes” or “Monte Carlo”).

This value is recorded under personnel expenses (broken down by destination in the income statement), on a straightline basis over the vesting period (period between the grant date and the plan maturity date) with a direct counterparty in shareholders' equity.

At each closing date, the Group reassesses the number of options likely to be exercised and the number of shares that could be distributed. If applicable, the impact of revising the estimates is recognized in the income statement with a corresponding adjustment in shareholders' equity.

Note 7.4.1       Bonus share grants

Expenses for 2024 amounted to €29.6 million, compared to €30.4 million in 2023.

Note 8      Net financial income/expense

Financial income/(expenses)                                                                                                                          (65.0)                                 (54.5)

The change in fair value of contingent assets and liabilities mainly included an €18.0 million expense related to discounting effects. Other financial income and expenses included, in particular, foreign exchange gains and losses on non-commercial transactions.

As of 31 December 2024, the decrease in net financing costs was mainly due to the reimbursement of a €300 million government bond in 2023 and an increase in interest income on available cash.

Note 9     Income taxes

Tax expense for the year comprise:

• Current tax expense, • Deferred tax expense.

The Group has elected to recognize the CVAE, the business tax (Cotisation sur la Valeur Ajoutée des Entreprises) as an income tax expense in the income statement. In accordance with IAS 12, the total amount of the current and deferred expenses related to the CVAE is presented on the “Income Tax” line item.

The tax credits that are not used in determining taxable income and that are reimbursed by the tax authorities when they are not deducted from corporate income tax, are recognized as subsidies and deducted as expenses under their corresponding line item.

Applying the variable carryover method, deferred taxes are recorded on all temporary differences between the carrying value and tax base of assets and liabilities, and on tax loss carryforwards.

Note 9.1        Tax expenses

The main temporary differences in the Group’s consolidated financial statements stem from tax loss carryforwards, restatements to eliminate internal margins on inventory and provisions for retirement benefits.

The Group only recognizes deferred tax assets for deductible temporary differences when it is likely that taxable profits will be available for the temporary differences to be offset.

The Group measures deferred tax assets and liabilities using the expected tax rate for the period in which the asset will be realized and the liability will be settled, based on the tax rates enacted or virtually enacted as of the balance sheet date. Deferred tax assets undergo a recoverability analysis based on Group forecasts.

Deferred tax assets and liabilities are not discounted, in accordance with IAS 12 – Income Taxes.

Ipsen calculates the amount of deferred taxes to recognize in the Group’s consolidated financial statements per entity included in the scope of consolidation.

Effective tax rate                                                                                                                                                     17.4 %                   17.9 %

In 2024, €74.9 million in income tax expenses resulted in an effective tax rate of 17.4% on pre-tax profit from continuing operations, excluding the share of profit/(loss) from equity-accounted companies.

In 2023, €136.2 million in income tax expenses resulted in an effective tax rate of 17.9% on pre-tax profit from continuing operations, excluding the share of profit/(loss) from equity-accounted companies.

Note 9.1.2          Reconciliation between the effective and nominal tax expense

The following table shows the reconciliation between the effective tax expense and nominal tax expense based on pre-tax profit from continuing operations taxed at the standard French rate of 25.82% for the two years presented:

Nominal tax expense                                                                                                                                              (111.5)                    (196.6)

Note 9.2         Deferred tax assets and liabilities

Changes in deferred tax assets and liabilities in 2024 broke down as follows:

Net deferred tax assets                          98.4                 115.7                    7.3                     —                  (6.0)                  19.8                 235.2

Changes in “Income statement income/(expenses)” totaling €115.7 million mainly included:

Changes in deferred tax assets and liabilities in 2023 break down as follows:

                                                    ^{31 December profit in} income ^{(Loss) /} Deferred recorded taxes      consolidation Change in exchange Foreign Transfers and other                                                                          31 December 2023

(in millions of euros)                                                       2022             statement         directly to reserves               scope          differences            movements

Changes in deferred taxes are primarily related to the acquisition of Albireo due to recognizing deferred tax assets on tax loss carryforwards totaling €80.4 million, as well as deferred tax liabilities relating to remeasuring intangible assets and inventory at fair value.

Changes in “Income statement income/(expenses)” totaling €74.0 million mainly included:

Deferred tax assets                                                                                                                                          284.7                               324.8

The “Deferred taxes related to the remeasurement of acquired intangible assets” line item mainly included the amount of deferred tax liabilities recorded for the Bylvay intangible asset.

Note 10 Goodwill

Note 10.1         Changes in Goodwill

Goodwill recorded in the consolidated balance sheet represents the difference between:

• the total amount of the following items:

–  the acquisition cost on the date when control is obtained;

–  the total non-controlling interests in the acquired company determined either at fair value on the acquisition date (full goodwill method), or based on their share in the fair value of the identifiable net assets acquired and liabilities assumed (partial goodwill method). The Group reviews this option on a transactionby-transaction basis;

–  for business combinations achieved in stages, the fair value of the share held by the Group on the acquisition date, but before the date when control is obtained;

–  and the estimated impact of any potential adjustments in the acquisition cost, such as earnouts. These contingent earnouts are measured by applying the criteria set out in the purchase agreement, such as sales and earnings targets, to forecasts deemed to be highly likely. The contingent earnouts are then re-measured at each closing date, with any changes recognized on the income statement after the acquisition date. They are discounted over their useful life if the impact is material. Any discounting adjustments to the carrying amount of the liability are recognized in “Other financial income and expenses”;

• and the net amount of identifiable assets acquired and identifiable liabilities assumed are measured at their fair value on the acquisition date.

(in millions of euros)                                                                                    Net goodwill

Note 10.2         Impairment of goodwill

The Group conducts impairment tests on goodwill in accordance with IAS 36 – Impairment of Assets, at least once per year, or if there are indicators of impairment.

Indicators of impairment loss can be related particularly to the results of successive phases of clinical trials, to pharmacovigilance, to patent protection, to the arrival of competing products and/or generics and the comparison between actual and forecast sales. These impairment indices are applied to all intangible assets with both finite and indefinite useful lives, pursuant to IAS 36.

Impairment tests involve comparing an asset’s carrying value (asset groups or cash-generating units) with its recoverable amount. The recoverable amount is the higher of fair value less selling costs and value-in-use. Impairment tests are conducted at the Cash Generating Unit (CGU) level: Specialty Care.

An impairment loss is recorded under the "Impairment loss" line item in the income statement when the recoverable amount is less than the asset’s, the group of assets, or the cash generating unit’s net carrying amount. If the Group identifies impairment on a cash generating unit, it is deducted from goodwill. Goodwill impairment cannot be reversed.

The assumptions used for the goodwill impairment tests are reviewed once a year and are based on:

•  a five-year cash flow estimate made by the Group’s operating entities;

•  if longer estimates are warranted, cash flows are extrapolated by applying the long-term expected market growth rate.

(in millions of euros)

Net carrying value at 31 December 2024

Total                                                                                    3,665.2

As of 31 December 2024, no goodwill impairment had been recorded.

Tests were performed to assess the sensitivity of the recoverable amount to probable changes in certain actuarial assumptions, primarily to the discount rate (range +/- 2 points), sales growth (range +/- 5 points) and the longterm growth rate (range +/- 1 point). Implementing sensitivity tests would not lead to the recognition of significant goodwill impairments.

Note 11 Intangible assets

Note 11.1          Changes to intangible assets

Note 11.1.1 Intellectual Property

Intellectual property primarily consists of patents, intellectual property rights, and licenses to use intellectual property.

Patents

Acquired patents are capitalized at their purchase price or at fair value for business combinations.

Research and Development fees acquired separately Payments made to purchase research and development work separately are recorded in assets under the “Intangible assets” line item when the assets meet the definition of a controlled resource that the Group expects to receive identifiable future economic benefits on (separately or arising from contractual or legal rights).

In accordance with IAS 38, the first accounting criteria relating to probable future economic benefits generated by the intangible asset is presumed to be met for Research and Development work when they are acquired separately. The second recognition criterion related to the reliable measurement of the asset is satisfied as well when payment amounts are determined.

Internal development costs Internal development costs such as:

•  industrial development costs incurred after obtaining market authorization to improve the industrial process for a major asset;

•  some clinical trials to expand geographically for a molecule that has already received marketing authorization in one major market;

are included in the project assessment and recorded in assets under the “Intangible assets” line item as they are incurred, and once the six criteria for IAS 38 –Intangible Assets – are met:

•  the technical feasibility required to complete the development project;

•  the Group intends to complete the project;

•  the Group can use the intangible asset;

•  the Group can demonstrate the asset's probable future economic benefit;

•  the Group has technical, financial and other resources to complete the project; and

•  the Group can reliably measure development costs.

Identified rights regarding intellectual property are amortized on a straight-line basis as soon as the product hits the market over their estimated useful lives, which in practice is between 8 and 20 years. These useful life periods vary depending on cash flow forecasts, which are based on the underlying patent-protection period.

Note 11.1.2 Software

Development costs for software developed in-house are recognized on the assets side of the balance sheet under the “Intangible Assets” line item as they are incurred and once the six criteria for IAS 38 – Intangible Assets – are met.

Capitalized expenses mainly include the salaries of personnel involved in the project and third-party consulting fees. The software is amortized on a straight-line basis over the duration of its useful life.

Software and application licenses acquired under a SaaS distribution model (Software as a Service) are recognized in the Income Statement and are not recognized as an intangible asset or a lease agreement for the most part. Development costs related to these applications and software are accounted for the same way and are recognized in the Income Statement.

Acquired software licenses are amortized on a straightline basis over the duration of their useful lives (from 1 to 10 years).

In 2024, the change in gross value of intangible assets was mainly due to the following items:

•  an increase in intangible assets related to Cabometyx, amounting to €155.1 million; Iqirvo, amounting to €48.7 million; and related to partnership agreements, mainly with Foreseen, amounting to €57.5 million; and Sutro Biopharma, amounting to €46.8 million;

•  selling the intangible asset Increlex and selling the software related to a technological platform.

During 2023, changes in the gross value of intangible assets primarily related to:

•  changes in scope resulting from the acquisition of Albireo intellectual property, including Bylvay for €1,069.5 million presented as changes in scope of consolidation;

•  an increase in intangible assets for partnership agreements with mainly GENFIT (Iqirvo) totaling €13.3 million, IRICOR for €8.6 million, and EXELIXIS amounting to €4.7 million.

Note 11.2 Impairment of intangible assets

Note 11.2.1 Intangible assets not yet amortized

Intangible rights acquired from a third party for drugs not yet marketed are tested for impairment at least once a year and whenever there is an indication that the asset may be impaired.

These assets involve rights acquired for special advanced development phase medications in the fields of Oncology, Neuroscience and Rare Diseases that have not yet been marketed.

Note 11.2.2 Intangible assets with a defined useful life

Intangible assets with a defined useful life are only tested for impairment when events or circumstances indicate that the assets may have been impaired.

For these intangible assets, the recoverable value is the value-in-use based on expected future cash flow estimates.

Note 11.2.3 Determining the recoverable value

The period taken into account for estimating anticipated cash flows is based on the economic life intrinsic to each intangible asset. When the economic life exceeds Group forecasts, the terminal value may be used.

Estimated cash flows are discounted to present value using the weighted average cost of capital of each cash-generating unit.

When it is not possible to estimate the recoverable amount of a particular fixed asset, the Group determines the recoverable amount of the cash-generating unit that holds it.

Note 11.2.4 Impairment losses

Impairment on intangible assets (excluding software) are shown with property, plant and equipment and goodwill under the “Impairment losses” line item of the income statement.

Comments on the impairment recovered and recorded that Ipsen recognized in 2024 are shown in note 6.5 to the consolidated financial statements.

In 2024, the Group conducted an impairment test to remeasure the intangible asset Sohonos’s recoverable amount as part of an annual review of intangible assets. The recoverable amount corresponds the discounted value of expected future cash flows from these scenarios over the product’s estimated life cycle, including new clinical data and potential sales developments as well as estimated approval dates for the FOP indication.

The Group used 9% as the discount rate given the risk level of the business.

These assumptions reflect management's best estimate as well as information management knew at the time the impairment test was conducted.

An increase or decrease in sales could impact the value of the asset tested, as follows:

•  a 10% increase in forecasted sales would increase the recoverable value by €22 million;

•  a 10% decrease in forecasted sales would reduce the recoverable value by €21 million.

The Group has performed sensitivity analyses based on a change of only one parameter. As a result, these sensitivity analyses correspond to a mechanical calculation method that does not reflect a consistent change in all parameters (regulatory and commercial), nor does it incorporate additional measures the Group could take in such circumstances.

The impairment test results led to a €279.0 million impairment for the intangible asset Sohonos. The net carrying amount of Sohonos totaled €95.9 million as of 31 December 2024.

Property, plant and equipment items are accounted for at acquisition price, at fair value for business combinations, or at production cost less cumulative depreciation and impairment loss, if any.

Subsequent costs are included in the asset’s carrying value, or, if applicable, they are recognized as a separate asset if the future economic benefits associated with the asset are likely to go to the Group, and the cost of the asset can be measured reliably.

Depreciation is usually calculated on a straight-line basis over the assets’ estimated useful lives. For fixtures and fittings related to lease assets, the Group determines their lease term in line with the term of the leases themselves. Some industrial assets are depreciated based on production volumes.

Land is not depreciated.

Residual values and the duration of the assets’ useful lives are revised and, if applicable, adjusted at each closing.

The carrying value of an asset is depreciated immediately to bring it back to its recoverable amount when the asset’s carrying value is greater than its estimated recoverable amount.

Property, plant and equipment are also tested for impairment any time an event or change in circumstance signals that these accounting values may not be recoverable in accordance with IAS 36 – Impairment of Assets.

Impairment losses on property, plant and equipment are reported together with losses on intangible assets and losses on goodwill under the "Impairment losses" line item in the income statement.

Gains and losses on asset disposals, included in "Other operating income and expenses", are determined by comparing proceeds from disposals with the carrying value of the disposed asset.

Note 12.1          Property, plant and equipment movements

(in millions of euros)                                                                                                                                           Land   Buildings       and                 assetsOther                        in progressTangible assets              Total property, equipmentplant and Equipment

⁽¹⁾         Impairment losses related to Research and Development are included in note 11.2.4 –"Impairment Losses".

In 2024, acquisitions of property, plant and equipment totaled €173.0 million, compared with €116.2 million in 2023.

The increase in acquisitions resulted primarily from new leases as well as investments in the Group's industrial sites in France, in the United Kingdom, and in Ireland to grow production capacity.

Note 12.2 Rights of use of leased assets Leases are accounted for using a single recognition model that leads to a right of use being recognized for an asset under property, plant and equipment and lease liabilities recorded in “Current financial liabilities” or “Non-current financial liabilities”. The Group recognizes leases in the balance sheet as soon as the lease is created for the discounted value of future cash outflows. They are amortized according to the lease term of the agreement, which corresponds to the economic life of similar tangible assets.

Amortization expenses are accounted for in the Income Statement under each line of Operating income that involves leases— “Cost of goods sold”, “Selling expenses”, “Research and development expenses”, etc., and interest expenses in “Net financing costs”.

The Group has two main types of leases — property leases and vehicle leases. In accordance with options authorized by the standard, lease agreements with a term of less than 12 months or new leases with an asset value totaling less than 5 thousand U.S. dollars are not recognized under assets in the balance sheet.

Commercial lease reviews rely on contractual provisions to determine which assumptions to use to estimate rights-ofuse assets or lease liabilities.

•  The term of the lease used corresponds to the noncancellable period defined in the agreement, unless the Group is reasonably sure it will renew the lease.

•  The Group has assessed the term of the lease used for properties in line with the term used for depreciating fixtures and fittings recognized as an asset for these properties.

•  The Group has measured lease liabilities from lease agreements at the present value of remaining lease payments and discounts using each lease agreement’s incremental borrowing rate and taking into account the remaining term of the lease commitment. The Group applies the marginal incremental interest rate and uses a swap curve adjusted for Ipsen’s financing spread depending on the currency zone where the lease operates.

•  Ipsen applies a discount rate based on the amortization schedule of these payments.

In accordance with the standard, Ipsen applies IFRS 16 provisions to all lease agreements except low value (less than

(in millions of euros)

U.S. $5 thousand) and/or short-term (less than twelvemonth) agreements. Payments related to lease agreements (rent) receiving the exemption are recognized as operating expenses.

     Real estate                                Cars                            Other rights of use^{Total assets}

An analysis of changes in lease liabilities is shown in note 20. As of 31 December 2024, the increase in rights of use for leased assets primarily stemmed from new lease agreements as well as updating the automotive fleet to electric vehicles.

As of 31 December 2024, amortization of lease assets amounted to a €28.0 million expense. Depreciation totaled a €6.3 million net expense.

As    of    31    December     2024,    interest    expense     totaled

€5.7 million.

For 2024, cash outflows amounted to €31.7 million. It is shown in the Statement of Cash Flows under “Repayment of short-term borrowings”.

Note 13 Equity investments

IFRS 9 provides an option to classify equity instruments irrevocably on an instrument-by-instrument basis as instruments measured at fair value though other comprehensive income, as long as these instruments meet the IAS 32 definition of equity.

The Group opted to irrevocably classify its investments in non-consolidated companies in this category, as they represent equity instruments. They are measured at fair value through equity without later recycling gains or losses to the income statement. The associated dividends are recognized in the income statement.

The shares the Group owns in investment funds do not meet the definition of equity instruments, but do meet the definition of debt instruments instead; these shares are recorded in assets for the amount of their fair value, and changes in fair value are recognized in the Income Statement.

For investments in listed equity instruments, fair value is the quoted market price. For investments in unlisted equity instruments, fair value is determined by referring to recent market transactions or using a valuation technique that provides reliable and objective price estimates in line with those used by other players active in the market.

Note 13.1 Equity investments at fair value through other items of comprehensive income Acquisitions included a €23.1 million equity investment in Sutro Biopharma Inc. and a €29.4 million equity investment in Day One Biopharmaceuticals.

The change in fair value mainly related to an increase in the fair value of shares in Rhythm Pharmaceuticals Inc. totaling €10.3 million, as well as RTW Biotech Opportunities Ltd. totaling €3.6 million. This increase was offset by a €14.9 million decrease in fair value of Sutro Biopharma. and a €2.0 million decrease in fair value of Day One

Biopharmaceuticals Inc.

Note 13.2      Equity investments at fair value through profit/(loss)

Acquisitions mainly included €5.1 million in payments made to Agent Capital Funds I, II, and III.

Decreases corresponded to the sale of Fusion Pharma shares totaling €5.4 million and to capital distributions received from Agent Capital Funds I and II totaling €1.2 million.

The change in fair value of these shares mainly related to the decrease in fair value of Agent Capital Funds I, II, and III, totaling €7.4 million.

Note 14 Investments in equity-accounted companies

As of 31 December 2024, the Group owns a 50% interest in Linnea S.A. This company was consolidated using the equity method (joint venture).

The information below corresponds to financial statement data for the equity-accounted company, prepared using the Group's accounting policies (for amounts up to 100%):

Total                                                                                                    38.1                                     9.4                       28.8                           1.2

Note 15 Other non-current assets and liabilities

Total other non-current assets                                                                                                                         75.7                                    50.8

As of 31 December 2024, non-current prepaid expenses mainly corresponded to new licensing agreements signed in 2024.

Contingent assets and liabilities related to business combinations as of 31 December 2024 included the Contingent Value Rights (CVR) resulting from the purchase of Albireo, amounting to €123.3 million. This line item also included an asset and liability of the same amount for royalties on Elobixibat sales in Japan for €26.2 million.

Note 16 Current assets and liabilities

Note 16.1         Inventories

Inventories are measured at the lower of cost and net The cost of finished goods includes all purchasing costs, realizable value. The internal cost price is determined using transformation costs and other costs incurred to ship the weighted average cost method. inventories to their present location and in their current

Net realizable value is the estimated sales price in the normal ^condition. course of business, less the estimated costs necessary to make the sale.

Changes during the period mainly included €4 million related to foreign exchange impacts.

Note 16.2          Trade receivables

Changes during the period also included €13.4 million related to foreign exchange impacts.

                                               Total overdue trade               Trade receivables                  Trade receivables                  Trade receivables                      Trade receivables

(in millions of euros)                    receivables - gross value                             < 3 months              from 3 to 6 months            from 6 to 12 months                              > 12 months

Changes during the period mainly included €14.9 million related to foreign exchange impacts.

Note 16.4          Other current assets

Total other current assets                                                                                                                              293.1                                  332.3

Note 16.5           Other current and non-current liabilities

Total other current liabilities                                                                                                                          427.9                                  623.2

The change in fair value of contingent liabilities related to business combinations included the €207 million Onivyde milestone payment.

Note 17 Cash and cash equivalents

Total cash                                                                                                                                                     677.6                                 519.5

Note 18 Consolidated shareholders’ equity

Note 18.1         Share capital

As of 31 December 2024, Ipsen’s share capital comprised 83,814,526 ordinary shares each with a par value of €1, including 48,125,100 shares with double voting rights, compared with 83,814,526 ordinary shares each with a par value of €1, including 48,290,670 shares with double voting rights as of 31 December 2023.

Note 18.2         Earnings per share

Basic earnings per share were calculated by dividing consolidated net profit for the year attributable to Ipsen S.A. shareholders by the weighted average number of shares outstanding during the period.

The weighted average number of shares outstanding is calculated according to movements in share capital, less any treasury shares held by the Group.

Diluted earnings per share were calculated by dividing consolidated net profit for the year attributable to equity holders of Ipsen S.A. by the weighted average number of ordinary shares outstanding plus any potentially dilutive ordinary shares not yet issued.

Bonus share plans

As of 31 December 2024:

• 

•  the portion of bonus shares not subject to performance conditions in the 24 May 2022, 31 May 2023, and 28 May 2024 plans are included in calculating the weighted average number of shares from diluted earnings.

Basic earnings per share (in euros)                                                                                                                   €4.18                                €7.79

Diluted earnings per share (in euros)                                                                                                                €4.15                                €7.73

Note 18.3         Distributions

Distribution per share (in euros)                     (a)/(b)                                                                                              1.20                                  1.20

The Board of Directors will be proposing a €1.40 per share dividend at the 2024 Annual General Meeting.

Note 19 Provisions

As of 31 December 2024, provisions broke down as follows:

•  Business and operating risks

These provisions included certain economic risks reflecting costs that the Group could be held responsible for to terminate commercial contracts and research and development studies or resolve various commercial disagreements.

•  Provisions for restructuring costs

These provisions mainly corresponded to costs incurred by the Group for corporate restructuring and transformation costs.

Allowances and reversals during 2024 were recognized in Operating Income.

•  Other provisions

These provisions included, in particular, the risk of additional taxes on certain items from tax reassessment by local authorities that certain Group subsidiaries may be required to pay (not including corporate income tax).

Note 20 Financial assets and liabilities

Note 20.1         Financial assets

Financial assets, excluding cash and derivative financial assets used for hedging purposes, are classified in one of the three following categories: • financial assets at amortized cost;

•  financial assets at fair value through other items of comprehensive income;

•  financial assets at fair value through profit or loss.

The Group classifies financial assets upon initial recognition based on the characteristics of their contractual cash flows and the Group’s management model.

Note 20.1.1 Financial assets at amortized cost Financial assets at amortized cost primarily comprise Group issued loans and receivables.

The Group uses the effective interest rate method to calculate interest income from financial assets.

Note 20.1.3    Financial assets at fair value through profit/(loss)

Financial assets at fair value through profit or loss mainly include:

•  short-term investments. These investments are held for trading purposes and do not meet the classification criteria for cash equivalents (as per IAS 7 – Statement of Cash Flows), but which nonetheless show limited volatility;

•  interests the Group owns in investment funds. The interests held in these funds do not meet the definition of equity instruments but do meet the definition of debt instruments instead.

Total financial assets                                   10.9                       0.2                    (0.1)                 (3.2)                                1.0                        8.7

(

Note 20.2         Financial liabilities

Financial liabilities include loans and are initially recognized at fair value. They are then recognized using the amortized cost method based on the effective interest rate.

Total non-current financial liabilities                                 341.4             77.0                 (5.4)                 —                       (20.2)                  392.8

Total current financial liabilities                                                                                                                                                  

Total financial liabilities                                                                                                                                                             

⁽¹⁾         Additions and repayments of other current financial liabilities measured at amortized cost primarily included commercial paper.

As of 31 December 2024, the Group’s financing mainly included:

•  a €300 million, unsecured, public bond (U.S. Private Placement – USPP) taken out on 23 July 2019 with two tranches maturing in 7 and 10 years, respectively;

•  a €1.5 billion Revolving Credit Facility (RCF) taken out on 24 May 2019 with an initial maturity of five years and two one-year extension options. It was exercised in 2020 and 2021, respectively, extending the maturity to May 2026. The Revolving Credit Facility was unused as of 31 December 2024.

•  a €600 million commercial paper program (NEU CP – Negotiable EUropean Commercial Paper), €80 million of which has been drawn as of 31 December 2024.

The Group was fully compliant with its covenant ratio for the RCF and the USPP.

Other transactions included €4.9 million in foreign exchange differences, as well as reclassifications between non-current and current liabilities.

Note 21 Financial risks, hedge accounting and fair value of financial

instruments

Note 21.1.1 Foreign exchange exposure

Part of the Group’s business is conducted in countries where the euro, the Group’s reporting currency, is the functional currency. Nevertheless, owing to its international business scope, the Group is exposed to exchange rate fluctuations that can affect its results.

Transactional foreign exchange risk

The Group’s hedging policy aims to protect operating income from foreign exchange rate fluctuations compared to its company forecasts. Accordingly, the effective portion of the hedge is recorded in operating income. The Group hedges its main foreign currencies, including the USD, GBP, CNY, CHF, AUD, and BRL.

A 10% increase or decrease in the U.S. dollar, the pound sterling, and the Chinese yuan against the euro (the main currencies in which the Group operates) would impact sales by plus 5% or minus 4%, and Group Operating income by plus 5% or minus 4%.

The Group’s policy is not aimed at carrying out derivative financial instrument transactions for speculative gain.

Foreign exchange risk

Financing foreign exchange risk is related to financing contracted in a currency other than the Group entities' functional currencies. To consolidate this risk, the Group usually labels intercompany financing in the borrowing subsidiary's functional currency.

The Group hedges financial current accounts denominated in its subsidiaries' functional currencies through financial instruments that match current account balances. These include currency swaps and loans and borrowings contracted from counterparty banks.

Note 21.1.2 Interest Rate Exposure

The Group’s financing consists of fixed-rate debt from bond debts (bonds and U.S. Private Placement – USPP), as well as variable-rate debt from revolving credit facilities and a commercial paper program (NEU CP – Negotiable EUropean Commercial Paper.

Note 21.1.3 Liquidity and counterparty risk

The Group’s policy involves diversifying its business counterparties to avoid risks by spreading out revenue streams and choosing these counterparties wisely. In addition, the Group monitors the credit risks associated with the financial instruments it invests in by selecting its investments according to the credit rating of its business counterparties. The Group manages these funds and mainly invests them as fixed-term investments (term deposits and term accounts). The Group invests its surpluses in short-term money-market financial instruments negotiated with counterparties whose credit ratings are at least investment grade.

Note 21.2         Hedge accounting

As part of its overall strategy for managing foreign exchange risk, the Group buys and sells derivative financial instruments (primarily currency futures) to manage and reduce the risk to exchange rate fluctuations. The Group only works with firstclass financial institutions. Hedge accounting is applied to instruments formally designated as such and requires wellorganized and detailed documentation from their inception, in accordance with IFRS 9 – Financial Instruments.

The Group also sets up net investment hedge transactions in foreign countries and have accounted for them in a similar way as cash flow hedges. Exchange rate exposure in foreign subsidiaries has been hedged with debt instruments.

The Group has not set up any interest rate swaps.

In addition, the Group has not designated any derivative instruments as a fair value hedge.

Changes in fair value of hedging instruments are recorded:

•  as equity in the comprehensive income statement, for the effective portion of the hedging relationship, then are recycled in the income statement under “Other operating income/(expenses)” when the hedged transaction falls under hedged operating activities and is completed;

•  as “Other financial income/(expenses)” for the ineffective portion, which includes swap points and foreign currency basis spread components of foreign exchange contracts.

When the Group does not expect to complete a planned transaction any longer, the cumulative gains and losses previously recognized as equity are immediately recorded under income.

Derivative instruments that do not qualify as hedge accounting are initially and subsequently measured at fair value. Any changes in fair value are recognized in “Other financial income and expenses”.

transactions

•  Impact of financial instruments used for future cash flow hedges on “Shareholders' Equity”

As of 31 December 2024, the future cash flow hedge reserve for business transactions came to -€10.9 million pre-tax, compared to a reserve of €5.3 million pre-tax as of 31 December 2023.

•  Impact of financial instruments used for future cash flow hedges on “Operating Income”

As of 31 December 2024, the impact of financial instruments used for future cash flow hedges on business transactions on Operating income totaled €13.6 million.

•  Impact of financial instruments used for future cash flow hedges on “Net financial income/(expense)” As of 31 December 2024, the impact of financial instruments used for future cash flow hedges recognized in Net financial income/(expense) came to a-€23.2 million expense.

•  Impact of financial instruments not qualified for future cash flow hedges on “Net financial income/(expense)” As of 31 December 2024, the impact of financial instruments not qualified for future cash flow hedges is included in the “Foreign exchange gain/(loss) on non-operating activities” line item on net financial income/(expense) and came to -€9.6 million as of 31 December 2024. The impact of these financial instruments on “Net financial income/(expense)” came to -€1.1 million over the period.

•  Impact of financial instruments used for net investment hedges on “Shareholders' equity”

As of 31 December 2024, the net investment hedge reserve accounted for a -€22.5 million expense before tax.

Note 21.3          Fair value of financial instruments

ASSETS                                             1,910.7            727.3                    110.2        1,065.7                    —                 7.4    789.7        7.4        47.8

•  Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities;

•  Level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market;

•  Level 3: fair value calculated using valuation techniques based wholly or partly on unobservable inputs such as prices in an inactive market or a valuation based on multiples for unlisted securities.

Financial instruments recorded in the balance sheet as of 31 December 2023 break down as follows: