2014 REGISTRATION DOCUMENT REGISTRATION DOCUMENT REGISTRATION 2014 GROWING IN A BIGGER PLAYING FIELD Essilor International (Compagnie Générale d’Optique) 147, rue de Paris 94220 Charenton-le-Pont France Phone: + 33(0)1 49 77 42 24 A French Limited Company (Société Anonyme) with capital of €38,860,655.04 Créteil trade and Company registry n°712 049 618 RCS www.essilor.com ESSILOR CONTENTS 1 4 ESSILOR AT A GLANCE 4CORPORATE, SOCIAL AND ENVIRONMENTAL 1.1 Company history 6 REPORTING 200 1.2 Ophthalmic optics industry 8 4.1 Introduction 202 1.3 Group businesses 9 4.2 Social information 205 1.4 The Group’s strategy 15 4.3 Environmental information 215 1.5 Performance of the Group in 2014 16 4.4 Information on societal engagement to promote 1.6 Risk factors AFR 27 sustainable development 223 4.5 Note on methodology 230 4.6 Independent third-party Report on the consolidated corporate, social and environmental information included in the Management Report 235 2 4.7 Location of GRI elements 237 CORPORATE GOVERNANCE 32 2.1 Management and supervisory bodies 34 2.2 Chairman’s Report on corporate governance AFR 51 2.3 Compensation and Benefi ts 71 2.4 Summary table of the AFEP-MEDEF Code recommendations which are not applied 87 5 2.5 Statutory Auditors’ Report on the Report of the INFORMATION ABOUT THE COMPANY, Chairman AFR 88 ITS SHARE CAPITAL AND STOCK OWNERSHIP 238 2.6 Special Report of the Statutory Auditors 5.1 Company 240 on regulated agreements and commitments 89 5.2 Share capital AFR 242 3 FINANCIAL STATEMENTS 90 6 ADDITIONAL INFORMATION 3.1 Comments on the Company’s fi nancial position and earnings AFR 92 ABOUT THE REGISTRATION DOCUMENT 262 3.2 Trend Information 95 6.1 Persons Responsible AFR 264 3.3 Consolidated Financial Statements AFR 96 6.2 Auditors 265 3.4 Notes to the consolidated fi nancial statements AFR 103 6.3 Public Documents 266 3.5 Statutory Auditors’ Report on the consolidated 6.4 Cross-reference tables 267 fi nancial statements AFR 165 3.6 Fees paid to the Auditors and the members of their networks AFR 166 3.7 Annual Financial Statements of Essilor International AFR 167 3.8 Notes to the 2014 Annual Financial Statements AFR 171 3.9 Statutory Auditors’ Report on the fi nancial statements AFR 199 The information from the Annual Financial Report is clearly identifi ed in the table of contents by the AFR symbol. Essilor | Registration Document 2014 REGISTRATION DOCUMENT & Annual Financial Report 2014 The French version of this Registration Document was fi led with the Autorité des Marchés Financiers (AMF) on March 12, 2015, under number D. 15-0131, in accordance with Article 212-13 of the General Regulations of the AMF. It may only be used in support of a fi nancial transaction if accompanied by an off ering memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer and is binding on the signatories. The version fi led on March 23, 2015 is an updated version of the Registration Document fi led on March 12, 2015. The change on page 250 relates to maximum purchase price per share. 2014 KEY FIGURES 5,670 642 Revenue in €m 33 Adjusted (a) net profi t in €m plants worldwide 12 490 new partnerships around the world prescription laboratories, (representing a combined full-year edging facilities and revenue of €525m ) 58,032 local distribution centers employees in 62 countries across fi ve continents (a) Adjusted for non-recurring items related mainly to the acquisition of Transitions Optical, Coastal.com and Costa in 2014, and of Xiamen Yarui Optical (Bolon) in 2013. Revenue by operating segment Revenue by region € millions and as a % of total Group revenue As a % of total Group revenue 5,670 4,989 5,065 North America 44% 43% 45% 88% 89% Lenses and 89% Optical Instruments Europe 33% 33% 30% Asia/Pacific/ 18% Middle East/Africa 16% 17% Sunglasses & Readers 7% 7% 9% Equipment 4% 4% 3% Latin America 7% 7% 7% 2012 2013 2014 2012 2013 2014 2 Essilor | Registration Document 2014 Adjusted (b) contribution from Adjusted (b) operating profi t Adjusted (b) net profi t attributable (a) operations € millions to Group equity holders € millions € millions and as a % of revenue 1,057 +6.5% 989 893 920 833 857 642 585 603 11.7% 11.9% 11.3% 2012 2013 2014 2012 2013 2014 2012 2013 2014 Adjusted (b) net earnings per share Operating c ash fl ow (c) Adjusted (b) EBITDA (d) € € millions € millions and as % of revenue +6.3% 1,022 1,365 3.05 2.87 912 1,173 2.81 850 1,138 24.1% 23.2% 22.8% 2012 2013 2014 2012 2013 2014 2012 2013 2014 (a) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs, other operating expenses). (b) Adjusted for non-recurring items related mainly to the acquisition of Transitions Optical, Coastal.com and Costa in 2014, and of Xiamen Yarui Optical (Bolon) in 2013. (c) Net cash from operations before change in working capital requirement. (d) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is an indicator defi ned as the adjusted contribution from operations before impact of amortization and impairment of tangible and intangible assets and amortization relating to inventory revaluations generated by acquisitions. Share price and Dividend € The CAC40 graph has been rebased to the Essilor share price at January 1, 2004 100 Essilor: +13.9%(f) 80 60 40 CAC 40: +1.1%(f) 20 (e) 0 €0.38 €0.47 €0.55 €0.62 €0.66 €0.70 €0.83 €0.85 €0.88 €0.94 €1.02 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 (e) Subject to the approval of the Shareholders’ Meeting of May 5, 2015. (f) CAGR (Compound annual growth rate ). Registration Document 2014 | Essilor 3 ESSILOR AT A GLANCE 1.1 COMPANY HISTORY 6 1.4 THE GROUP’S STRATEGY 15 1.1.1 Essilor was created by the merger 1 of two innovative companies 6 1.1.2 The 1970s to 1990s: internationalization 6 1.5 PERFORMANCE OF THE GROUP IN 2014 16 1.1.3 Essilor, the world’s leading manufacturer 1.5.1 Highlights by business and region 17 of ophthalmic optics 6 1.5.2 Innovation and key products and services 1.1.4 The 2000s were marked by a true launched in 2014 20 globalization of high technology 1.5.3 Operating highlights 23 and strategic alliances 7 1.5.4 Other aspects of business in 2014 24 1.5.5 Investments made in 2014 and planned 1.2 OPHTHALMIC OPTICS INDUSTRY 8 for 2015 26 1.2.1 Chemical companies and glass manufacturers 8 1.2.2 Lens manufacturers 8 1.6 RISK FACTORS 27 1.2.3 Prescription laboratories and edging centers 8 1.6.1 Operational risks 27 1.2.4 Retailers and optical chains 9 1.6.2 Market risks 29 1.6.3 Legal risks (material claims and litigation, proceedings, arbitration) 29 1.3 GROUP BUSINESSES 9 1.6.4 Industrial and environmental risks 30 1.3.1 Lenses and Optical Instruments 9 1.6.5 Insurance 31 1.3.2 Equipment 13 1.3.3 Sunglasses & Readers 14 4 Essilor | Registration Document 2014 IN BRIEF ESSILOR: THE WORLD’S LEADING OPHTHALMIC OPTICS COMPANY Essilor designs, manufactures and markets a wide range of lenses to improve and protect eyesight. It also develops and markets equipment for prescription laboratories and instruments and services for eye care professionals. Essilor is the North American leader in non-prescription reading glasses and also sells non- prescription sunglasses. The Group owes its success to a strategy in which innovation has been the driving force for more than 165 years. To fulfi ll it, Essilor allocates more than €150 million to research and innovation every year, in a commitment to continuously bringing new, more eff ective products to market. Essilor’s mission is to improve lives by improving sight. Of the 7.2 billion* people living on the planet, 4.5 billion* need visual correction, yet only 1.9 billion* actually receive it. More than Improve lives 2.5 billion* people worldwide receive no correction at all. As a result, the Group strives to provide products tailored to the needs by improving sight of every person. Essilor reported consolidated revenue of nearly €5.7 billion in 2014. The Group markets its products in more than 100 countries and employs 58,000 people. The Group has 33 plants, 490 prescription laboratories, edging facilities and local distribution centers and several research and development centers around the world. The Essilor share trades on the Euronext Paris market and is included in the Euro Stoxx 50 and CAC 40 indices. THE GROUP’S FLAGSHIP BRANDS * 2015 estimates. Source: Essilor, World Bank. Registration Document 2014 | Essilor 5 ESSILOR 1 AT A GLANCE 1.1 Company history 1.1 COMPANY HISTORY 1.1.1 Essilor was created by the merger of two innovative companies Essilor was formed in 1972 from the merger of two technological The second one dates back to the 1930s and was founded by and marketing pioneers, ESSEL and SILOR, which at the time Georges Lissac. The industrial division of the Lissac group, dominated the French ophthalmic optics market. SILOR, was formed in 1969 from the merger of frame-maker SIL (Société Industrielle de Lunetterie) and lens-maker LOR (lentilles The fi rst one can trace its origins to the Association Fraternelle ophtalmiques rationnelle), which had launched the first plastic des Ouvriers Lunetiers, an eyewear makers’ cooperative founded lens, Orma, in 1954.