Registration Document Contents

2014 REGISTRATION DOCUMENT CONTENTS INTERVIEW WITH JEAN-DOMINIQUE SENARD 2 5 Investor Relations 125 5.1 Information About the company 126 1 Michelin at a Glance 5 5.2 Share Information 127 1.1 Company Profile 6 5.3 Investor Relations 129 1.2 Summary Organization Chart 7 5.4 Documents on Display 130 1.3 History and Development of the Company 8 5.5 Share Information 130 1.4 Facilities 9 6 2014 Employee, Societal RFA RFA 2 Report of the Managing Partners 12 and Environmental Information 143 2.1 Ambitions 2020: Michelin Performance 6.1 Employee Information 144 and Responsibility 14 6.2 Societal Information 168 2.2 Tire Markets 20 6.3 Environmental Information 178 2.3 Net Sales 27 6.4 Assurance Report by one of the Statutory Auditors, 2.4 Consolidated Income Statement Review 30 Appointed as Independent Third Party, on the 2.5 Consolidated Balance Sheet Review 38 Consolidated Environmental, Employee and Societal 2.6 Consolidated Cash Flow Statement Review 43 Information Presented in the Management Report 193 2.7 Return on Capital Employed (ROCE) 45 2.8 Outlook 45 7 Consolidated Financial Statements RFA 195 2.9 Operating Highlights 46 2.10 Risk Factors 51 7.1 Consolidated Financial Statements 2.11 Material Contracts 61 at December 31, 2014 196 2.12 Change of Control 61 7.2 Statutory Auditors’ Report on the Consolidated 2.13 Information Concerning Supplier Payments 61 Financial Statements 261 2.14 Material Changes in the Company’s Business or Financial Position 62 8 Company financial statements 263 2.15 Ownership Structure and Voting Rights 62 2.16 Information Disclosed in Compliance 8.1 Review of the Financial Statements of Compagnie RFA with France’s Grenelle 2 Act 62 Générale des Établissements Michelin 264 8.2 Financial Statements of Compagnie Générale des Établissements Michelin (Parent Company) RFA 265 3 Financial Highlights 63 8.3 Statutory Auditors’ Report on the Financial 3.1 Markets 64 Statements for the Year Ended December 31, 2014 278 3.2 Sales 66 8.4 Statutory Auditors’ Special Report on Regulated 3.3 Earnings 68 Agreements and Commitments with Third Parties 279 3.4 Reporting Segments 70 8.5 Statement of Changes in Equity 280 3.5 Cost Structure 73 8.6 Appropriation of 2014 Net Income 280 3.6 Cash Flow and Balance Sheet 78 8.7 Five‑Year Financial Summary 281 3.7 Consolidated Key Figures and Ratios 82 9 Additional information 283 4 Corporate Governance 84 9.1 Person Responsible for the Registration 4.1 Administrative, Management and Supervisory Bodies, Document and the Annual Financial Report RFA 284 and Senior Management 86 9.2 Statutory Auditors 284 4.2 Practices of the Administrative, 9.3 2012 and 2013 Financial Statements Management and Supervisory Bodies 92 Incorporated by Reference RFA 286 4.3 Management and Supervisory Board Compensation 98 4.4 Trading in Michelin Shares by Managing Partners, 10 Annual Shareholders General Partners and Supervisory Board Members Meeting of May 22, 2015 287 and their Close Relatives in 2014 110 4.5 Report of the Chairman of the Supervisory Board 10.1 Report of the Chief Executive Officer on the Membership of the Supervisory Board, the and Proposed Resolutions 288 Application of the Principle of Gender Equality, the 10.2 Report of the Supervisory Board 296 Supervisory Board’s Practices and the Company’s 10.3 Statutory Auditor’s Reports 299 Internal Control and Risk Management Procedures 111 4.6 Statutory Auditors’ Report, Prepared in Accordance 11 Tables of concordance 301 with Article L. 226‑10‑1 of the French Commercial Code, on the Report Prepared by the Chairman 11.1 Table of Concordance with of the Supervisory Board 123 the French Commercial Code 302 11.2 Table of Concordance for Employee, Societal and Environmental Information 303 11.3 Table of Concordance for the Registration Document 305 RFA This pictogram indicates chapters and sections that are also included in the Annual Financial Report REGISTRATION DOCUMENT 2014 The original French version of this Registration Document was filed with the Autorité des marchés financiers (AMF) on March 5, 2013, in accordance with the provisions of Article 212‑13 of the General Regulation of the AMF. It may be used in connection with an Information Memorandum approved by the Autorité des marchés financiers. It was prepared by the issuer and is the responsibility of the person whose signature appears therein. INTERVIEW WITH JEAN-DOMINIQUE SENARD Interview with Jean-Dominique Senard Chief Executive Officer u What are your priorities? First of all, we want to drive faster growth by activating a variety of levers. In the auto market, we have until now focused on the MICHELIN u How would you describe 2014? brand, with an emphasis on large tires, a segment that accounted The year proved that Michelin’s strategy is delivering results. for 42% of the brand’s sales volume in 2014. It also saw double‑digit First of all, the even distribution of our business base allowed us growth in original equipment certifications, to a new record high to capture growth in expanding markets, especially in China and for the year. North America, where we made very strong gains. Elsewhere, the In 2015, we’re going to completely refresh our Tier 2 brand offering, MICHELIN brand performed in line with the market, with much in order to meet market expectations more effectively, strengthen better results in the premium car segment. our positions in retail channels with an attractive line‑up in every Also, innovation, which is the strategy’s core foundation, enabled segment, and counter the competition. us to launch a large number of new tire lines around the world, We completed this process in the truck tire market in 2014, with demonstrating the vitality of our research & development and the the successful introduction of intermediate brands in several growth dedication of our teams. markets in the Middle East, Asia and Africa. As a result, consolidated operating income rose by €80 million We are pursuing an aggressive retail strategy, especially by expanding compared with 2013, if we exclude the impact from exchange our TyrePlus franchise chain in the new markets. We are improving rates, which was fairly significant during the year. our supply chain to make it more responsive and flexible. In addition, for the past four years, we have demonstrated that our In the specialty markets, we will continue to differentiate ourselves continuing operations are structurally generating free cash flow, which with technologies and services that improve the performance and totalled a considerable €720 million before acquisitions in 2014. profitability of our customers’ operations. We are maintaining our The 2012‑2016 competitiveness plan is delivering the expected robust growth in the infrastructure market, while in the aircraft outcomes, with more than €700 million in gains so far. segment, we’ve won a major new contract to factory equip the Lastly, we invested nearly €1.9 billion, or the equivalent of 10% of new version of the world’s best‑selling airliner, the Boeing 737 MAX. consolidated revenue. Of this, €1 billion was dedicated to driving Lastly, we reaffirmed our ambitions in the promising digital mobility growth. We also pursued the global project to transform our business services market with the acquisition of Sascar, Brazil’s leading processes and information systems. fleet management company. Its expertise in small fleets, mostly in These results have confirmed the strength of our fundamentals developing nations, fits very well with our own in managing large and the very robust nature of our balance sheet. This is why at fleets, so we expect to see some very productive synergies with the next Annual Meeting, we will ask shareholders to approve the Michelin Solutions. payment of a dividend of €2.50 per share, representing a total To support our growth objectives, we’re stepping up our competitiveness payout of 41% of consolidated net income (1), which underscores plan and now aim to deliver €1.2 billion in total gains in 2016, or our confidence in the future. 20% more than before. (1) Before non-recurring items. 2 MICHELIN – 2014 REGISTRATION DOCUMENT INTERVIEW WITH JEAN-DOMINIQUE SENARD Moving forward in a changing world means keeping an open mind so that we can be pioneers, while constantly “adapting to new circumstances and cultivating our agility so that we can quickly seize opportunities.” u You’ve made sustainable development a core component of your strategy. How have you improved in that area? 2014 was a highly eventful year, in terms of both initiatives and accomplishments. Michelin Challenge Bibendum has become a permanent platform for thinking about and experimenting with the mobility of tomorrow. Its 12th world summit brought together more than 3,000 decision‑ makers and innovators in Chengdu, China. Alongside these global forums, we structured our stakeholder dialogue across the Group and organized an initial seminar for Europe in Clermont‑Ferrand. Others will follow. We deepened our operations’ local roots by encouraging their community outreach programs. We also created a Michelin Corporate Foundation that, in particular, will support initiatives led by our employees, whose u What is the outlook for 2015 and beyond? buy‑in and engagement further improved during the year, to levels In 2015, demand should generally trend upwards, except in mining far exceeding our peers. That reflects the attention we pay to skills and agricultural tires. We expect to see volume growth in line with development and to the quality of everyone’s working conditions our markets. with our Moving Forward Together program. We will drive new gains in competitiveness and continue managing On the environmental front, in addition to the way our products our margins in a highly responsive way to preserve a positive balance and services help to reduce carbon emissions and improve energy between pricing policy and raw materials costs.

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