2012 REGISTRATION DOCUMENT Contents 3| 2| 1|
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2012 REGISTRATION DOCUMENT contents Essilor at a glance 3 Social, environmental 1| 1.1 Key fi gures and highlights 4 4| and societal reporting 187 1.2 Company history 7 4.1 Introduction: profi le 188 1.3 The Group’s businesses 10 4.2 Social information 194 1.4 Innovation 24 4.3 Environmental information 203 1.5 Investments 27 4.4 Information on societal engagement 1.6 Property, Plant and Equipment 28 to promote sustainable development 211 1.7 Risk factors 29 4.5 Note on methodology 218 4.6 Reporting certifi cate and report of assurance 221 Corporate governance 35 2| 2.1 Management and supervisory bodies 36 Information about the 2.2 Compensation and benefi ts 56 5| Company, its share capital 2.3 Chairman’s Report on corporate governance and internal control 64 and stock ownership 225 2.4 Auditors’ Report on the Report 5.1 Company 226 of the Chairman 81 5.2 Capital 228 2.5 Special Report of the Statutory Auditors on related party agreements and commitments 82 Additional information 6| about the Registration Financial statements 85 Document 251 3| 3.1 Comments on the Company’s 6.1 Persons responsible 252 fi nancial position and earnings 86 6.2 The Statutory Auditors 253 3.2 Trend information 89 6.3 Information from a third party 254 3.3 Consolidated fi nancial statements 90 6.4 Public documents 254 3.4 Notes to the consolidated 6.5 Cross-reference tables 255 fi nancial statements 97 6.6 Glossary 259 3.5 Report of the Auditors on the consolidated fi nancial statements 152 3.6 Fees paid to the Auditors and the members of their networks 153 3.7 Parent company: key fi nancial data and 2012 annual fi nancial statement 154 3.8 Notes to the 2012 Parent Company Financial Statements 158 3.9 Report of the Auditors on the parent company fi nancial statements 184 3.10 Appended information 185 REGISTRATION DOCUMENT & Annual Financial Report 2012 The French version of this Registration Document was filed with the Autorité des Marchés Financiers (AMF) on April 2, 2013, in accordance with Article 212-13 of the General Regulations of the AMF. It may only be used in support of a financial transaction if accompanied by an offering memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer and is binding on the signatories. 1.1 KEY FIGURES AND HIGHLIGHTS 4 1.1.1 Main consolidated financial data 4 1.1.2 Highlights of the fiscal year 6 1.1.3 Selected financial information for interim periods 6 1.2 COmpanY HISTORY 7 1.2.1 A global group 7 1.2.2 Strategic partnerships 8 1.3 THE GROUP’S BUSINESSES 10 1.3.1 Ophthalmic lens industry 10 1.3.2 Business overview 11 1.3.3 Organization and network of the Group’s businesses 13 1.3.4 The Group’s strategy 17 1.3.5 Performance of the Group’s businesses in 2012 17 1.3.6 Dependence on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes 23 1.3.7 Exceptional factors 23 1.4 INNOVATION 24 1.4.1 Research and development 24 1.4.2 Patents and licenses 25 1.4.3 Key products and services launched in 2012 26 1.5 INVESTMENTS 27 1.6 PROpertY, PLANT AND EQUipment 28 1.7 RISK factORS 29 2 Registration Document 2012 | Essilor 1 1 Essilor at a glance Registration Document 2012 | Essilor 3 Essilor at a glance 1 Key figures and highlights 1.1 Key figures and highlights 1.1.1 Main consolidated financial data REVENUE €4,989M +19.1% NET PROFIT €584M 24 NE W PARTNERSHIPS AROUND THE WORLD (REPRESENTING €171m IN FULL-YEAR REVENUE) CHIFFREREVENUE D'AFFAIRES BY OPERATING PAR SEGMENT ACTIVITÉ ANDET PAR REGION RÉGION Lenses and Optical Instruments 89.1% Geographical breakdown of the Lenses and Optical Instruments division North America: 34.8% Europe: 31.2% Asia-Pacific, Middle East, and Africa: 16.6% Latin America: 6.5% Readers 6.9% Equipment 4.0% 4 Registration Document 2012 | Essilor Essilor at a glance Key figures and highlights 1 1 50,668 EMPLOYEES IN 56 COUNTRIES ACROSS FIVE CONTINENTS 22 PLANTS WORLDWIDE MORE THAN 400 PRESCRIPTION LABORATORIES AND EDGING CENTERS PROFIT ATTRIBUTABLE TO GROUP NET EARNINGS PER SHARE +14.7% OPERATING CASH FLOW* EQUITY HOLDERS +15.5% IN EUROS IN MILLIONS OF EUROS IN MILLIONS OF EUROS AND AS A % OF REVENUE * Operating cash flow excluding change in working 12.1% 12.1% 12.1% capital requirements 11.9% 11.9% 11.7%11.7%11.9% 11.7%11.7% 11.7%11.7% €2.80 €2.80 €2.80 848 848 848 584 584 584 €2.44 €2.44 €2.44 723 723 723 506 506 506 €2.20 €2.20 €2.20 676 676 676 462 462 462 2010 20112010 20122010 2011 2011 2012 2012 2010 20112010 20122010 2011 2011 2012 2012 2010 20112010 20122010 2011 2011 2012 2012 Registration Document 2012 | Essilor 5 Essilor at a glance 1 Key figures and highlights 1.1.2 Highlights of the fiscal year Excerpts from the Management Report of the Board of Directors of Success of the new Crizal UV anti-reflective lens and February 27, 2013 Varilux S series progressive lens; The ophthalmic optics market continued to grow in 2012, with Ongoing implementation of the acquisition and partnership good business volume in developed countries and sustained program, with 24 partnership agreements signed during the dynamism in fast-growing countries. In this buoyant environment, year, including 14 in fast-growing markets, representing full- Essilor continued to gain market share thanks to its capacity year revenues of €171 million; for innovation in terms of products, services and the economic Penetration of five new high-potential geographic markets; models it has implemented. The Group also continued to pursue its acquisitions strategy, boosting its business portfolio at the Successful integration of Stylemark into FGX International, the same time as increasing its geographical coverage. North American leader in non-prescription glasses; Highlights of the year included: Continuous optimization of the Company’s manufacturing resources. 14.5% growth in revenue excluding the currency effect; The Group’s consolidated financial statements are presented (1) Contribution from operations maintained at 17.9% of revenue; in Section 3 of the Registration Document and revenues are Continued innovation, with the launch of 232 new products presented in detail in section 1.3.5. spanning all market segments; 1.1.3 Selected financial information for interim periods Financial information for interim periods has not been included income statement, and the consolidated cash flow statement at in this Registration Document. As a reminder, the consolidated June 30, 2012, and the presentation of the first-half 2012 results results as of June 30, 2012 were released on August 31, 2012. The may be downloaded from the Group’s website at www.essilor.com, press release, the consolidated balance sheet, the consolidated Investors / Publications and Downloads Section. (1) Contribution from operations: operating income before share-based payments, restructuring costs, other income and other expenses, and before goodwill impairment. 6 Registration Document 2012 | Essilor Essilor at a glance Company history 1 1.2 Company history 1 1.2.1 A global group 1.2.1.1 Essilor was created by the merger its positions through a global expansion strategy. Until the mid- of two innovative companies 1990s, Europe accounted for the bulk of the Company’s sales. In 1995, it acquired Gentex Optics, one of the leading US The first, the Société des Lunetiers (Essel) was an eyewear manufacturers of polycarbonate lenses. manufacturer that traced its origins to the Association Fraternelle des Ouvriers Lunetiers, a workers’ cooperative created in 1849. This was followed by a number of other international expansion In 1953, Essel invented and patented the first progressive lens, initiatives, designed to provide better service to customers, which it called Varilux. The lens was introduced in the market establish Essilor’s corrective lenses in all markets throughout the in 1959. With its origins as a workers’ cooperative, Essel had a world and optimize manufacturing operations. strong employee share ownership culture that remains a key feature of Essilor’s corporate culture to this day. 1.2.1.4 The Group enters a new phase in its The second was the Société Industrielle de Lunetterie et d’Optique global expansion in the 2000s Rationnelle (Silor) whose founder, Georges Lissac, invented the first plastic lens, marketed under the Orma brand. The pace of acquisitions slowed between 2000 and 2001, due to the higher level of debt generated by share buybacks in connection The two companies merged in 1972 to form Essilor. with Saint-Gobain’s disposal of its interest in Essilor, but since For the merger to be a success, the priority in the 1970s was to then the Group has continued to expand rapidly in international build a group specializing in ophthalmic optics. All the associated markets. businesses, dating back to the companies’ beginnings, were With the aid of an acquisition and partnership policy with therefore gradually sold off (compasses, drawing and topography prescription laboratories, this strategy aims to grow and implements). strengthen the Group’s positions in developed countries and enables Essilor to affirm its status as a leader in fast-growing 1.2.1.2 International expansion between 1970 countries, especially in China, India and Latin America. and 1980 This strategy also allows the acquisition of new technologies for the entire Group and the integration of new distribution networks Essilor was already present in the export market in the 1970s.