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REGISTRATION DOCUMENT 2011 ANNUAL FINANCIAL REPORT Table of Contents

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REGISTRATION DOCUMENT 2011 ANNUAL FINANCIAL REPORT Table of Contents REGISTRATION DOCUMENT 2011 ANNUAL FINANCIAL REPORT Table of contents Page Page Presentation of the Group 3 2011 parent company Financial 1 Statements 147 1.1. Mission 4 5 1.2. History 5 5.1. Compared income statements 148 1.3. Business activities and strategy 5 5.2. Compared balance sheets 149 1.4. International and cosmetics market 8 5.3. Changes in shareholders’ equity 150 1.5. Research and innovation: excellence, 5.4. Statements of cash flows 151 to meet the needs of all markets 12 5.5. Notes to the parent company financial 1.6. Operations 14 statements 152 1.7. Investment policy 17 5.6. Table of subsidiaries and holdings 1.8. Risk factors 17 at December 31st, 2011 169 1.9. Information policy 24 5.7. Other information relating to the financial statements of L’Oréal parent company 173 5.8. Five-year financial summary 174 Corporate governance 27 5.9. Investments (main changes including 2 shareholding threshold changes) 175 2.1. Summary of the principles 28 5.10. Statutory Auditors’ Report on the financial statements 176 2.2. The Board’s composition and the way in which the Board’s work is prepared and organised 29 2.3. Remuneration of the members of the Board of Directors and the corporate officers 53 Corporate social, environmental 2.4. Summary of trading by Directors and corporate and societal responsibility 179 officers in L’Oréal shares in 2011 59 6 2.5. Internal Control procedures 6.1. Social information 180 (Report of the Chairman of the Board of Directors on Internal Control) 59 6.2. Environmental information 194 2.6. Statutory Auditors’ Report, prepared 6.3. Societal information 199 in accordance with Article L. 225-235 of the French Commercial Code on the Report prepared by the Chairman of the Board of Directors 66 Stock market information 2.7 Statutory Auditors’ Special Report on regulated and share capital 205 agreements and commitments with third parties 67 7 7.1. Information relating to the Company 206 7.2. Information concerning the share capital 208 Comments on 7.3. Shareholder structure 210 3 the 2011 fi nancial year 69 7.4. L’Oréal share market 219 3.1. The Group's business activities in 2011 70 3.2. Financial highlights 76 8 Annual General Meeting 225 3.3. Recent events and prospects 85 8.1. Report of the Board of Directors on the Draft resolutions 226 8.2. Draft resolutions Ordinary and Extraordinary 2011 Consolidated Financial General Meeting of April 17th, 2012 230 Statements 87 8.3. Statutory Auditors’ Special Report 4 on the cancellation of shares purchased 4.1. Compared consolidated income statements 88 by the Company 234 4.2. Consolidated statements of net profit and gains and losses recognised directly in equity 89 4.3. Compared consolidated balance sheets 90 Appendix 235 4.4. Consolidated statements of changes in equity 91 9 4.5. Compared consolidated statements of cash flows 92 9.1. Auditors 236 4.6. Notes to the consolidated financial statements 93 9.2. Historical financial information included by reference 236 4.7. Consolidated companies at December 31st, 2011 140 9.3. Person responsible for the Registration 4.8. Statutory Auditors’ Report on the consolidated Document and the Annual Financial Report 237 financial statements 145 9.4. Declaration by the person responsible for the Registration Document and the Annual Financial Report 237 9.5. Table of contents 238 9.6. Registration Document table of concordance 240 9.7. Annual Financial Report table of concordance 242 9.8. Table of concordance of the Management Report 243 Detailed chapter contents can be found at the beginning of each chapter. 2011 Registration Document Annual Financial Report In application of Article 212-13 of the General Regulation of the Autorité des Marchés Financiers (AMF), this Registration Document was filed with the AMF on March 14th , 2012. This Registration Document may be used in connection with a financial transaction if it is accompanied by an information memorandum approved by the AMF. The document has been prepared by the issuer and its signatories incur liability in this regard. This is a free translation into English of the L’Oréal 2011 Registration Document issued in the French language and is provided solely for the convenience of English speaking readers. In case of discrepancy the French version prevails. This document was printed in France on chlorine-free and PEFC certified paper produced from sustainably managed forests. www.pefc-france.org 2 REGISTRATION DOCUMENT − L’ORÉAL 2011 Presentation of the Group 1 1.1. Mission 4 1.6. Operations 14 1.6.1. From sourcing to delivery, continuous 1.2. History 5 improvement in industrial efficiency 14 1.6.2. A well-oiled industrial model 14 1.6.3. Efforts at progress and optimisation 1.3. Business activities and strategy 5 of production 14 1.3.1. The foundations of a winning strategy 5 1.6.4. Long-term partnerships with suppliers 14 1.3.2. An organisation that serves the Group’s 1.6.5. L’Oréal and its partners: working together development 6 to innovate 14 1.6.6. Strong commitments with regard to social 1.4. International and cosmetics responsibility and safety 14 market 8 1.6.7. Environmental protection at the heart of production 15 1.4.1. A historical presence in developed markets 8 1.4.2. Rapid development outside Western Europe 9 1.7. Investment policy 17 1.4.3. A commitment to shared and sustainable growth 9 1.4.4. Immense development potential 9 1.8. Risk factors 17 1.8.1. Business risks 17 1.5. Research and innovation: 1.8.2. Legal risks 19 excellence, to meet the needs 1.8.3. Industrial and environmental risks 20 of all markets 12 1.8.4. Counterparty risk 21 1.5.1. Research, in the Group’s genes 12 1.8.5. Customer risk 21 1.5.2. One step ahead in active principles 12 1.8.6. Liquidity risk 21 1.5.3. Setting up new technological platforms: 1.8.7. Financial and market risks 22 a decisive competitive advantage 12 1.8.8. Insurance 23 1.5.4. A permanent commitment to predicting the harmlessness and efficacy of products 12 1.9. Information policy 24 1.5.5. The world production centre for reconstructed biological tissues 13 1.9.1. Modern and complementary 1.5.6. Research in tune with the market 13 communications media 24 1.9.2. A large number of shareholder events for a regular and detailed dialogue 25 REGISTRATION DOCUMENT − L’ORÉAL 2011 3 Presentation of the Group 1 Mission 1.1. Mission Beauty for all For more than a century, L’Oréal has devoted itself solely to one business: beauty. It is a business rich in meaning, as it enables all individuals to express their personalities, gain self-confi dence and open up to others . Beauty is a language. L’Oréal has set itself the mission of offering all women and men worldwide the best of cosmetics innovation in terms of quality, effi cacy and safety. It pursues this goal by meeting the infi nite diversity of beauty needs and desires all over the world. Beauty is universal. Since its creation by a researcher, the G roup has been pushing back the frontiers of knowledge. Its unique Research arm enables it to continually explore new territories and invent the products of the future, while drawing inspiration from beauty rituals the world over. Beauty is a science. Providing access to products that enhance well-being, mobilising its innovative strength to preserve the beauty of the planet and supporting local communities. These are exacting challenges, which are a source of inspiration and creativity for L’Oréal. Beauty is a commitment. By drawing on the diversity of its teams, and the richness and the complementarity of its brand portfolio, L’Oréal has made the universalisation of beauty its project for the years to come. L’Oréal, offering beauty for all . 4 REGISTRATION DOCUMENT − L’ORÉAL 2011 Presentation of the Group Business activities and strategy 1.2. History 1909 – Creation of Société Française des Teintures Inoffensives 1993 – Acquisition of Redken 5th avenue in the United States. pour Cheveux. 1 1994 – Acquisition of American agents Cosmair. 1929 – Imédia, the first quick oxidation hair color. 1996 – Acquisition of Maybelline in the United States. 1935 – Ambre solaire, the first sun protection oil with filtering. 1998-2000 – Acquisition of Softsheen and Carson in the United 1954 – Cosmair is named as L’Oréal’s agent in the United States. States and in South Africa. 1957 – Launch of Elnett hair lacquer. 2000 – Acquisition of Matrix and Kiehl’s since 1851 in the United States. 1963 – L’Oréal enters the Paris Stock Market. 2003 – L’Oréal is the majority shareholder in Shu Uemura 1964 – Acquisition of Lancôme. in Japan. 1965 – Acquisition of Laboratoires Garnier. 2004 – Takeover of Gesparal holding. 1970 – Acquisition of Biotherm. 2006 – Acquisition of The Body Shop. 1973 – Acquisition of Gemey, an open door to the consumer 2007 – Creation of the L’Oréal Corporate Foundation. make-up market. 2008 – Acquisition of YSL Beauté. 1979 – The first model of a reconstructed epidermis from L’Oréal Research. 2009 – L’Oréal celebrated its centenary and set itself the target of winning over one billion new consumers. 1981 – Creation of Laboratoires dermatologiques Galderma. 2010 – Acquisition of Essie Cosmetics in the United States. 1989 – Acquisition of La Roche-Posay. 2011 – Acquisition of Q-Med, by Galderma, and of Clarisonic. 1.3. Business activities and strategy combined effects of population growth, urbanisation, progress 1.3.1. The foundations in infrastructure and growth in world GDP, the population with of a winning strategy access to modern cosmetics could grow by 50% over the next twenty years, boosted by the rapid rise of an urban middle class in the New Markets.
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