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Consolidated FS and MD and a Groupe PSA December 31

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Consolidated FS and MD and a Groupe PSA December 31 Stellantis N.V. Consolidated Financial Statements and Management’s Discussion and Analysis of Groupe PSA for the year ended December 31, 2020 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PSA The following information should be read in conjunction with the audited consolidated financial statements of PSA as of and for the financial years ended December 31, 2020, 2019 and 2018, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and in accordance with IFRS as adopted by the European Union. The audited consolidated financial statements of PSA and the notes to the audited consolidated financial statements of PSA are collectively referred to as the “PSA Consolidated Financial Statements”. Unless otherwise stated, the annual information included herein is based on the PSA Consolidated Financial Statements. The following discussion contains forward-looking statements that reflect PSA’s plans, estimates and beliefs. Refer to the section entitled “Cautionary Statements Concerning Forward Looking Statements” Overview In 2020, Peugeot S.A. (“PSA”) was the second largest car manufacturer in Europe based on the volume of sold vehicles and operated 18 production sites across the world. As of December 31, 2020, PSA employed approximately 204,000 employees. PSA’s business is organized into three divisions: automotive, automotive equipment and finance. PSA generated revenue of €60,734 million and operating income of €3,054 million in the fiscal year ended December 31, 2020. The automotive division covers the design, manufacture and sale of passenger vehicles and light commercial vehicles (“LCVs”), as well as after-sales, maintenance, repair and spare parts operations under PSA’s five brands, Peugeot, Citroën, DS, Opel and Vauxhall. The automotive division comprises two reporting segments, the Peugeot, Citroën and DS (“PCD”) reporting segment and the Opel and Vauxhall (“OV”) reporting segment. The automotive equipment division corresponds to the operations of the Faurecia group (“Faurecia”) and comprises four business groups, which include interiors, seating, clean mobility (covering exhaust systems technology), and Clarion Electronics (covering cockpit electronics and low-speed advanced driver assistance systems (“ADAS”)). The automotive equipment division corresponds to the automotive equipment reporting segment. As of December 31, 2020, PSA held 39.34 percent of Faurecia’s share capital and 56.02 percent of its voting rights, giving PSA exclusive control. As of December 31, 2020, Faurecia was consolidated within PSA’s continuing operations. Refer to —”The Merger and Faurecia Distribution” for additional information regarding Stellantis’s shareholding in Faurecia following the effectiveness of the cross-border merger (the “merger”) between PSA and Fiat Chrysler Automobiles N.V. (“FCA”). The finance division corresponds to Banque PSA Finance (“BPF”), which operates in 17 countries and provides retail financing to customers of the Peugeot, Citroën, DS, Opel and Vauxhall brands, as well as wholesale financing to the brands’ dealer networks. BPF primarily operates through two major partnerships in Europe, with Group Santander Consumer Finance (“Santander”) for the PCD brands, and with BNP Paribas Personal Finance (“BNP”) for the OV brands. BPF is a regulated credit institution overseen by European and French banking regulators, including the European Central Bank and the French Autorité de Contrôle Prudentiel et de Résolution. The finance division corresponds to the finance reporting segment. PSA’s other activities are reported under “Other Businesses”, which mainly includes the activities of PSA’s holding company, Peugeot S.A., PSA’s 25 percent interest in the GEFCO Group, an automotive logistics and supply chain management company, and its Free2Move brand, which combines PSA’s connected car and mobility service offerings. 2 The Merger and Faurecia Distribution On January 16, 2021, PSA merged with and into FCA, with FCA as the surviving company in the merger. On January 17, 2021, the combined company was renamed Stellantis N.V., the current members of the board of directors were appointed and the Stellantis articles of association became effective. On this date, the Stellantis management and board of directors collectively obtained the power and ability to control the assets, liabilities and operations of both FCA and PSA. As such, under IFRS 3, Business Combinations, January 17, 2021 is the acquisition date for the business combination. In 2021, the merger will be accounted for by Stellantis using the acquisition method of accounting in accordance with IFRS 3, which requires the identification of the acquirer and the acquiree for accounting purposes. Based on the assessment of the indicators under IFRS 3 and consideration of all pertinent facts and circumstances, FCA and PSA’s management determined that PSA is the acquirer for accounting purposes and as such, the merger will be accounted for as a reverse acquisition. As a result, the financial statements of Stellantis N.V. in subsequent filings will represent the historical financial statements of PSA. Information included in this report relates to historical operations and results of PSA and its subsidiaries for the year ended December 31, 2020 and prior years, unless specified otherwise. On January 25, 2020 Stellantis published the notice convening an extraordinary general meeting of Stellantis shareholders for March 8, 2021 to approve the distribution by Stellantis to its shareholders of the remaining Faurecia ordinary shares held by Stellantis and up to €308 million in cash, which represents the proceeds received by PSA on the sale of Faurecia ordinary shares in November 2020. Following the effectiveness of the merger, challenges in the integration process may arise and the synergies we expect to realize may not be realized in a timely manner or at all. Refer to “Risk Factors—Risks Related to the Merger—We may fail to realize some or all of the anticipated benefits of the merger, which could adversely affect the value of our shares.” and “—Uncertainties associated with the merger integration may cause a loss of management personnel or other key legacy employees of FCA or PSA which could adversely affect our future business and operations.”, included in the annual report and Form 20-F of Stellantis for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission on March 4, 2021 (the “Annual Report and Form 20-F), for more information. Refer to “Financial Overview—Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Trends, Uncertainties and Opportunities”. included in the Annual Report and Form 20-F for more information on trends, uncertainties and events that are reasonably likely to have a material effect on Stellantis’s financial condition or results of operation. Financial Information Acquisitions and Disposals In March 2018, Faurecia completed the acquisition of Hug Engineering, a Swiss company specializing in complete exhaust gas purification systems for high horsepower engines. In October 2018, Faurecia acquired from Parrot SA the remaining 80 percent stake in Parrot Faurecia Automotive, which focuses on the design and development of infotainment and audio solutions for the automotive industry. 3 In March 2019, Faurecia, through its subsidiary Hannape Six SAS, acquired Clarion, a Japanese manufacturer of automotive navigation systems and other automotive components, through a tender offer followed by a squeeze-out procedure, resulting in Clarion becoming a wholly owned indirect subsidiary of Faurecia on March 28, 2019. On April 1, 2019, Faurecia introduced Clarion Electronics as its fourth business group, which, in addition to Clarion, includes Parrot Faurecia Automotive, a French automotive infotainment design company, and Coagent Electronics, a Chinese manufacturer of automotive infotainment products. The purchase price for this acquisition amounted to €1,099 million. As a result of this acquisition, PSA’s consolidated financial statements for the fiscal year ended December 31, 2019 reflect the results of Clarion Electronics for the nine-month period commencing April 1, 2019, rather than the full-year period. In April 2019, PSA and Punch Powertrain, a supplier of fuel efficient powertrains, entered into an agreement to establish a joint venture for the assembly of electric transmissions at PSA’s facility in Metz, France, with production beginning in 2022. The joint venture was established in the third quarter of 2020. In April 2019, Faurecia acquired a majority stake in Creo Dynamics AB, a Swedish company which provides solutions in acoustics, fluid dynamics and smart structures to the automotive and aerospace industries. In October 2019, PSA sold to Mahindra & Mahinda Ltd its remaining 49 percent stake in Peugeot Motocycles, which manufactures scooters and small motorcycles under the Peugeot brand. In November 2019, Faurecia and Michelin SCA, established Symbio (“Symbio”), a joint venture, to develop, produce and market hydrogen fuel systems for light and commercial vehicles, trucks and other areas of electromobility. In January 2020, Faurecia acquired Continental’s 50 percent stake in their joint venture SAS Autosystemtechnik GmbH und Co KG (“SAS”), which focuses on complex interior module assembly and logistics. In June 2020, PSA finalized the sale of its
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