REGISTRATION DOCUMENT FISCAL 2012 including the Annual Financial Report SODEXO_Doc_Ref_Couv_GB_2012.indd 1 07/11/12 17:58 CONTENTS MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS - FUNDAMENTAL PRINCIPLES OF SODEXO’S DEVELOPMENT 2 SODEXO’S BOARD OF DIRECTORS 8 MESSAGE FROM SODEXO’S CHIEF EXECUTIVE OFFICER 10 SODEXO’S EXECUTIVE COMMITTEE 14 1 6 HISTORY 17 LEGAL INFORMATION 219 Our history 18 6.1 General Information about Sodexo and its Issued Capital 220 2 6.2 Condensed Organization Chart 227 OUR GROUP AND OUR QUALITY OF LIFE SERVICES 21 7 2.1 Profi le 22 SHAREHOLDERS – FINANCIAL COMMUNICATION 229 2.2 Financial performance and key fi gures 25 2.3 Our Quality of Life Services 31 7.1 Financial Communication 230 7.2 Sodexo Shares 234 3 7.3 Capital 237 ECONOMIC, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY 67 8 The Better Tomorrow Plan 69 CORPORATE GOVERNANCE 241 3.1 We are 69 8.1 Chairman’s Report on the Operating Procedures of the Board of Directors 3.2 We do 70 and on Internal Control and Risk Management 3.3 We engage 91 Procedures 242 8.2 Other information concerning the Corporate Offi cers and Senior Management of the Company 269 4 8.3 Compensation 271 CONSOLIDATED INFORMATION 95 8.4 Audit fees 291 4.1 Fiscal 2012 Activity Report 96 4.2 Sodexo Consolidated Financial Statements as of August 31, 2012 110 4.3 Notes to the Consolidated Financial Statements 116 9 4.4 Statutory Auditors’ Report on the COMBINED ANNUAL SHAREHOLDERS’ consolidated fi nancial statements 180 MEETING, JANUARY 21, 2013 293 4.5 Supplemental information 182 9.1 Board Report Presentation of Resolutions submitted to the Combined Annual Shareholders’ Meeting, January 21, 2013 294 5 9.2 Resolutions submitted to the Combined Annual INFORMATION ON THE ISSUER 191 Shareholders’ Meeting of January 21, 2013 298 9.3 Statutory Auditors’ Reports 306 5.1 Sodexo SA Individual Company Financial Statements 192 5.2 Notes to the Individual Company Financial Statements 194 10 5.3 Supplemental Information on the Individual Company Financial Statements 212 OTHER INFORMATION 311 5.4 Statutory Auditors’ Reports 214 10.1 Glossary 312 10.2 Responsibility for the Registration Document and the audit of the Financial Statements 315 10.3 Reconciliation table 317 REGISTRATION DOCUMENT FISCAL 2012 including the Annual Financial Report The French version of t his Registration document was fi led with the French Financial Markets Authority on November 12, 2012, in accordance with article 212-13 of its General Regulations. It may be used in support of a fi nancial transaction if it is supplemented by a prospectus approved by the French Financial Markets Authority. This document has been prepared by the issuer under the liability of the signatories. This document is a free translation from French into English and has no other value than an informative one. Should there be any diff erence between the French and the English version, only the text in the French version shall be deemed authentic and considered as expressing the exact information published by Sodexo. This document is available on Sodexo’s website, www. sodexo.com or on the website of the Autorité des Marchés Financiers, www.amf-france.org. Sodexo - Registration Document Fiscal 2012 1 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS FUNDAMENTAL PRINCIPLES OF SODEXO’S DEVELOPMENT Message from PIERRE BELLON Chairman of Sodexo’s Board of Directors 1. THE SEVEN FUNDAMENTAL PRINCIPLES › OF OUR DEVELOPMENT 1.1 MY DETERMINATION TO GROW AND DREAD OF RECESSIONS To reach our goals, we have chosen to focus on organic growth in revenues and profi ts, because In Marseilles in the 1960’s, maritime replenishment was o rganic growth: in decline; I witnessed the disappearance of three global guarantees that we are able to retain our current shipping operations in Provence during those years. • clients as well as attract new ones; Before even creating the company, I made the audacious statement: Sodexo will be a growth company. • enables us to self-fi nance investment and job creation, giving priority to internal promotion; 1.2 OUR NOTION OF A BUSINESS • ensures return on investment for our shareholders; • contributes to the economic and social Sodexo is the community of: development of communities, regions and • its clients and consumers; countries in which we operate. • its staff and its leaders; • its shareholders. Our purpose is to satisfy their expectations. 2 Sodexo - Registration Document Fiscal 2012 PIERRE BELLON In 1966, I founded Sodexo in Marseilles with 100,000 Francs. During Fiscal 2012, the Group had 18.2 billion euro “ of consolidated revenues and 984 million euro of operating profi t, serving 75 million consumers per day, with 420,000 employees in 80 countries. We are No. 1 in the world in most of our markets. The question we are oft en asked and that we also need to ask ourselves is: “How did this company, which started from scratch in Marseilles, become such a large global company?” and ethical principles which today are shared” by our 1.3 A CULTURE FOCUSED ON THE CLIENT AND THE CUSTOMER WITHOUT managers who set the example and by our 420,000 WHOM WE WOULDN’T EXIST employees. They unite us deeply and serve as a common bond for our teams throughout the world. Three principles guide our development: This is what sets up apart from our competitors. • retain our clients and satisfy our consumers: we have an average client retention rate of 94.1%; Our mission is twofold: • win new clients in two ways: • improve the Quality of daily Life of our employees • focus on client segments and sub-segments; and all whom we serve; • geographic expansion; • contribute to the economic, social and environmental development of the communities, • broaden our services off er on our 34,000 sites, with a regions and countries in which we operate. new expertise: facilities management. Our values 1.4 DEVELOPING OUR HUMAN The values shared by Sodexo’s 420,000 employees RESOURCES are: Human resources development is a factor in our past • Service Spirit; development but it is especially the key to our future • Team Spirit; development. • Spirit of Progress. Since the beginning, I made three observations: Our ethical principles: • on my own, it would be hard to accomplish anything; I • Loyalty; was a barrier to development. This is why I surrounded myself with competent men and women; • Respect for people and equal opportunity; • recognition of the eff orts of the men and women on • Transparency; sites is critical; they are the ones who are in daily • Business integrity. contact with consumers, who understand their needs, ensure their satisfaction and are the ambassadors of the Group’s image; • lastly, our work needs to have meaning and we need to take pride in it. We have defi ned our vocation, values › Sodexo - Registration Document Fiscal 2012 3 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS FUNDAMENTAL PRINCIPLES OF SODEXO’S DEVELOPMENT › PIERRE BELLON’S message, continued Chairman of Sodexo’s Board of Directors 1.5 OUR STRATEGIC POSITIONING 1.7 OUR INDEPENDENCE To defi ne a strategy is to make a choice. It is to decide what we will do and, especially, what we will not do. When Since our creation in 1966, independence has Sodexo was created in 1966, we made two major choices: been one of the Group’s fundamental principles. Independence enables the Group to: • we are and will remain a services company; • we have sought to make Sodexo the world leader in • maintain its values; Quality of Life services. • focus on a long-term strategy; This is why we have chosen three activities, all of which • maintain management continuity; contribute to improving Quality of Life for our colleagues, • ensure its durability. our employees, our clients and our consumers: • On-site Services; Our independence includes six factors . • Benefits and Rewards Services; The most important factor is fi nancial • Personal and Home Services. independence The services we provide are catalysts for well-being Our family shareholding prevents us from being acquired and performance; we contribute to the progress of by a fi nancial or industrial Group: as of August 31, 2012, companies as well as individuals. This is true on a macro- our controlling holding company, Bellon SA, held 37.7% of economic level - it has been proven that the sustainable Sodexo’s capital and 49.6% of the voting rights. competitiveness of economies is increasingly dependent on the level of well-being - but also on a micro-economic Our financial independence is based on four simple level because they enhance companies’ performance. principles: • choose activities with low capital intensity and average 1.6 CHOOSING TO BECOME GLOBAL tangible investments (excluding acquisitions) that represent less than 2% of revenues; We quickly understood that, like our clients and suppliers, • have permanent access to suffi cient cash resources we too had to become global and that France represented to finance development, reimburse medium term only 1% of the world’s population. borrowings and pay a dividend to shareholders; • regularly generate operating profi ts; • maintain a strong fi nancial structure. 4 Sodexo - Registration Document Fiscal 2012 PIERRE BELLON The other fi ve factors of independence I would like to thank all of those who helped me build are with regard to: Sodexo: our employees, our site managers, our managers, our leaders, the Group Executive Committee and our Chief • our clients: our largest client worldwide represents less Executive Offi cer , Michel Landel, as well as the members than 2% of our total revenues; of the Board of Directors. • suppliers: our largest supplier represents less than 3% of our overall purchasing; Finally, I would like to thank my wife who has given me her support for the last 52 years and my four children • our fi nancing partners; who have tolerated my absences and who have given us • any external organization that would limit the Group’s 13 grandchildren.