2013 Registration Document 1 CONTENTS
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REGISTRATION DOCUMENT STRATEGY RESULTS CSR REGISTRATION DOCUMENT 2013 The original French version of this Registration Document was filed with the Autorité des Marchés Financiers (AMF) and registered under No. D.14-0269 on 2 April 2014, in accordance with the provisions of Article 212-13 of the General Regulation of the AMF. It may be used in connection with a financial transaction in conjunction with an Information Memorandum approved by the AMF. It was prepared by the issuer and is the responsibility of the person whose Signature appears therein. It contains all of the information concerning the Annual Financial Report. PSA PEUGEOT CITROËN 2013 Registration Document 1 CONTENTS PERSONS RESPONSIBLE 5 FINANCIAL POSITION AND RESULTS 139 01 Person responsible for the 09 9.1. Financial position and results 140 2013 Registration Document 6 9.2. 2013 Group Operating Results 140 Statement by the person responsible for the 9.3. Other income statement items 146 2013 Registration Document 6 Person responsible for fi nancial information 6 CASH AND CAPITAL RESOURCES 149 10.1. Equity 150 STATUTORY AUDITORS 7 10 10.2. Net debt of manufacturing and sales 02 Persons responsible for auditing the accounts 8 companies and net debt-to-equity ratio 150 10.3. Origin, amount and description of consolidated cash fl ows 151 SELECTED FINANCIAL INFORMATION 9 10.4. Liquidity and funding 152 03 Consolidated statements of income 10 10.5. Provisions for warranties 153 Consolidated balance sheets 11 10.6. Pension obligations and similar 154 Consolidated statements of cash fl ows 11 10.7. Information regarding any restrictions on the use of capital resources that have materially aff ected, or could materially aff ect the issuer’s operations 154 RISK FACTORS 13 10.8. Information regarding the anticipated 04 4.1. Operational risks 14 sources of funds needed to fulfi l 4.2. Financial market risks 21 certain commitments 154 4.3. Risks relating to Banque PSA Finance’s business 23 4.4. Legal and contractual risks 27 CAPITAL EXPENDITURE 4.5. Risk coverage – insurance 30 11 AND RESEARCH AND DEVELOPMENT 155 4.6. Risks relating to major strategic 11.1. Preparing for the future 156 transactions announced by Peugeot 11.2. Improving fuel effi ciency on 19 february 2014 30 and safeguarding the environment 161 11.3. Off ering a safe driving experience suited to new vehicle uses 166 INFORMATION ABOUT THE COMPANY 33 05 5.1 History and development of the issuer 34 5.2. Capital expenditure 35 TREND INFORMATION 169 5.3. Actions in favour of Sustainable 12 Trend information 170 Development – environmental Group operations announced on 19 February 2014 171 and community initiatives 35 Final Agreements Signed Between PSA Peugeot Citroën, Dongfeng Motor Group, the French State and the Family-Owned Etablissements Peugeot BUSINESS OVERVIEW 107 Frères and FFP - 26 March 2014 175 06 6.1. Automotive Division 108 6.2. Faurecia 124 6.3. Banque PSA Finance 125 PROFIT FORECASTS OR ESTIMATES 177 6.4. Peugeot Motocycles (PMTC) 127 13 MANAGEMENT ORGANISATIONAL STRUCTURE 129 14 AND SUPERVISORY BODIES 179 07 7.1. The Group 130 14.1. Information about the management and 7.2. Main subsidiaries and equity holdings supervisory bodies 180 of the Company 132 14.2. Disclosures on the situation of members of the Supervisory Board and Managing Board 193 14.3. Trading in the Company’s shares PROPERTY, PLANTS AND EQUIPMENT 135 by management and those related to them 194 08 8.1. Existing or planned material tangible fi xed assets 136 8.2. Environmental issues that could infl uence use of these assets by PSA Peugeot Citroën 138 2 PSA PEUGEOT CITROËN 2013 Registration Document MANAGEMENT COMPENSATION 195 20.5. Auditing of historical annual fi nancial information 421 15.1. Managing Board Compensation 196 15 20.6. Date of latest fi nancial information 421 15.2. Supervisory Board compensation 198 20.7. Interim and other fi nancial information 421 15.3. Compensation and benefi ts 199 20.8. Dividend policy 422 20.9. Legal and arbitration proceedings 422 BOARD PRACTICES 207 20.10.Signifi cant change in the Company’s fi nancial or trading position and trend 422 16 16.1. Directorships and similar offi ces held by members of the Managing Board and Supervisory Board 208 ADDITIONAL INFORMATION 423 16.2. Service contracts providing for benefi ts 208 21.1. Share capital 424 16.3. Supervisory Board Committees 208 21 21.2. Memorandum and Articles of association 431 16.4. Compliance with best corporate governance practices 208 21.3. Fees paid to the Statutory Auditors in 2013 and 2012 433 16.5. Other Signifi cant Corporate Governance practices and Internal Control Processes 21.4. Annual Shareholders’ Meeting and Procedures 208 of 25 April 2014 434 A COMMITMENT RENEWED BY A “NEW MAJOR CONTRACTS 463 SOCIAL CONTRACT” 223 22 A strengthening of the industrial and commercial 17 partnership with Dongfeng Motor Group Company 17.1. Responsible employment Limited (DFG) and acquisition of signifi cant and skills management 226 minority equity interests by DFG and the French 17.2. Developing human resources 237 State in the Company’s capital 464 17.3. The path of social dialogue to invigorate Presentation of the Company’s corporate “the new psa” 244 governance after the acquisition of an initial 17.4. Workplace health and safety is interest in the Company by DFG (through DMHK) our top priority 247 and the French State (through SOGEPA) 468 17.5. Widely shared social responsibility Alliance contract with General Motors 470 commitments 253 17.6. Policy of overall remuneration 260 17.7. Stock option plans and free INFORMATION FROM THIRD PARTIES, allocation of shares 264 23 APPRAISERS’ STATEMENTS AND 17.8. Employee shareholding 264 STATEMENTS OF INTEREST 471 Independent verifi er’s report on the review of MAJOR SHAREHOLDERS 267 social, environmental and societal information published in the Management Report 472 18 18.1. Distribution of the capital and voting rights at 31 December 2013 268 18.2. Diff erent voting rights 270 DOCUMENTS AVAILABLE TO THE PUBLIC 475 18.3. Information on ownership of the Company’s share capital 270 24 24.1. Documents available to the public 476 18.4. Change of ownership 270 24.2. Published press releases 477 RELATED PARTY TRANSACTIONS 271 INFORMATION ON SHAREHOLDINGS 481 19 Statutory Auditors’ Special Report on Related 25 Party Agreements and Commitments 272 CROSS-REFERENCE TABLE 483 TC Cross-reference table on the Report FINANCIAL INFORMATION of the Managing Board 484 CONCERNING THE COMPANY’S ASSETS Cross-reference table with required material in 20 AND LIABILITIES, FINANCIAL POSITION Article R. 225-105 of the French Commercial AND PROFIT AND LOSSES 277 Code (application of Grenelle 2 legislation) 485 Cross-reference table on information required in 20.1. Historical fi nancial information 278 the Annual Financial Report 488 20.2. Pro forma fi nancial information 279 Cross-reference table with the sections of 20.3. Consolidated fi nancial statements annex 1 of the European Commission Regulation at 31 December 2013 280 No. 809/2004 489 20.4. Peugeot S.A. fi nancial statements at 31 December 2013 387 PSA PEUGEOT CITROËN 2013 Registration Document 3 4 PSA PEUGEOT CITROËN 2013 Registration Document 01 PERSONS RESPONSIBLE > PERSON RESPONSIBLE FOR THE > PERSON RESPONSIBLE FOR FINANCIAL 2013 REGISTRATION DOCUMENT 6 INFORMATION 6 > STATEMENT BY THE PERSON RESPONSIBLE FOR THE 2013 REGISTRATION DOCUMENT 6 PSA PEUGEOT CITROËN 2013 Registration Document 5 PERSONS RESPONSIBLE 01 > Person responsible for the 2013 Registration Document > PERSON RESPONSIBLE FOR THE 2013 REGISTRATION DOCUMENT Carlos Tavares Chairman of the Peugeot S.A. Managing Board > STATEMENT BY THE PERSON RESPONSIBLE FOR THE 2013 REGISTRATION DOCUMENT I hereby declare that, having taken all reasonable care to ensure that such conducted on the basis of a medium-term plan whose terms of financing is the case, the information contained in the Registration Document is, to were not finalised at 31 December 2013. It emphasises that the Group the best of my knowledge, in accordance with the facts and contains no is confident in its ability to establish the corresponding funding; omission likely to affect its import. > note 40 on events subsequent to the balance sheet. In particular, it I hereby declare that, to the best of my knowledge, i) the financial states that the Managing Board and the Supervisory Board decided, on statements have been prepared in accordance with applicable accounting 18 February 2014, to submit to the next Shareholders’ Meeting a capital standards and give a true and fair view of the assets and liabilities, increase of €3 billion. It further states that this capital increase should financial position and results of Peugeot S.A. and of the companies in make it possible to finance the Group’s current medium-term plan and the consolidated group, and ii) the Report of the Managing Board, whose relaunch its development; contents are described on page 484, presents a true and fair view of the > note 36, which sets out the Group’s and Banque PSA Finance’s liquidity business development, results and financial position of Peugeot S.A. and position. the companies in the consolidated group, together with a description of > note 3, which sets out the impact of the first application of revised IAS the main risks and uncertainties they face. 19 regarding employee benefits.” I have obtained a statement from the Statutory Auditors at the end of their engagement affirming that they have read the whole of the Registration Document and examined the information about the financial position and The consolidated financial statements for the year ended 31 December the historical accounts contained therein. 2012 includes an emphasis of matter.