Comelli Printing , Cover by: RENAULT 13-15 Quai Le Gallo 92513 BOULOGNE-BILLANCOURT Cedex France Tel: +33 (0)1 76 84 04 04 www.renault.com INVESTOR RELATIONS DEPARTMENT RENAULT 2005 REGISTRATION DOCUMENT 2005 REGISTRATION RENAULT Zachmann (Magnum). Sautelet, P. O. Banet, B. Barbey (Magnum), H. Gruyaert, P. Photo crédits: DR 2005 GB 2005 REGISTRATION DOCUMENT RREN_DRF_06_GB_COUV.inddEN_DRF_06_GB_COUV.indd 1 114/04/064/04/06 111:22:351:22:35 1 Renault and the Group p. 3 6 Risk management p. 133 1.1 Presentation of Renault and the Group p. 4 6.1 Types of risk p. 134 1.2 Risk factors p. 18 6.2 Report of the Chairman of the Board pursuant to Article L. 225-37 1.3 The Renault-Nissan Alliance p. 19 of the Commercial Code p. 145 6.3 Statutory Auditors’ report on the report of the Chairman p. 152 2 Renault’s performance in 2005 p. 39 2.1 Economic performance p. 40 Renault and its shareholders p. 153 2.2 Employee relations performance p. 55 7 2.3 Environmental performance p. 69 7.1 General information p. 154 2.4 Research and development policy p. 84 7.2 General information about Renault’s share capital p. 155 2.5 Social performance p. 87 7.3 Market for Renault shares p. 159 2.6 Table of employee relations, environmental and social objectives p. 97 7.4 Disclosure policy p. 162 8 Consolidated financial statements p. 165 Renault Commitment 2009 p. 103 3 8.1 Statutory Auditors’ report p. 166 3.1 Three commitments p. 104 8.2 Consolidated financial statements p. 167 3.2 Target dividend growth p. 105 3.3 An unprecedented product offensive in Renault’s history p. 105 3.4 Among the world’s top three for CO emissions p. 106 2 Mixed General Meeting of May 4, 2006 p. 233 3.5 Mobilizing resources for success p. 107 9 3.6 Cross-functional management focused 9.1 Presentation of the resolutions p. 234 on customer satisfaction and driven by profit p. 107 9.2 Draft of resolutions p. 237 4 Provisional data p. 109 10 Additional information p. 243 4.1 Macroeconomic assumptions p. 110 10.1 Information concerning 4.2 Assumptions internal to the company p. 110 FY 2003 and 2004 p. 244 4.3 Statutory Auditors’ report 10.2 Internal regulations of the Board of Directors p. 244 on the profit forecasts p. 112 10.3 Appendices to the environment p. 250 10.4 Person responsible for the Registration Document p. 257 10.5 Cross-reference table – Global Reporting Initiative indicators and Global Compact principles p. 258 5 Corporate governance p. 113 5.1 Board of Directors p. 114 5.2 Management bodies at January 1, 2006 p. 124 5.3 Audits p. 126 5.4 Interest of senior executives p. 127 Design and Production: 8 rue Lantiez - 75017 Paris - France RREN_DRF_06_GB_COUV.inddEN_DRF_06_GB_COUV.indd 2 114/04/064/04/06 111:22:401:22:40 2005 Registration Document Renault 2005 Registration Document 1 RRENEN_D DRFRF_ 0606_G GBB_L LIVRE.indbIVRE.indb 1 113/04/063/04/06 1 16:06:126:06:12 2 Renault 2005 Registration Document RRENEN_D DRFRF_ 0606_G GBB_C CH1.inddH1.indd 2 113/04/063/04/06 1 16:23:116:23:11 Contents 1 1 Renault and the Group 1.1 Presentation of Renault and the Group p. 4 1.1.1 Key figures p. 4 1.1.2 Background and highlights p. 5 1.1.3 Main activities p. 6 1.1.4 Main subsidiaries and organization chart p. 14 1.2 Risk factors p. 18 1.3 The Renault-Nissan Alliance p. 19 1.3.1 Objectives of the Alliance p. 19 1.3.2 Operational structure of the Alliance p. 22 1.3.3 The status of Alliance projects p. 25 1.3.4 Nissan’s strategy and results in 2005 p. 30 1.3.5 Combined sales performance and financial indicators of the Alliance p. 32 Renault 2005 Registration Document 3 RRENEN_D DRFRF_ 0606_G GBB_L LIVRE.indbIVRE.indb 3 113/04/063/04/06 1 16:06:136:06:13 Renault and the Group Presentation of Renault and the Group 1.1 Presentation of Renault and the Group 1.1.1 Key figures FIVE-YEAR CONSOLIDATED FIGURES (PUBLISHED FIGURES)(1) ✦ (€ million) 2005 2004 2003 2002 2001 Revenues 41,338 40,292 37,525 36,336 36,351 Operating margin 1,323 2,115 1,402 1,483 473 Share in Nissan Motor net income 2,275 1,689 1,705 1,335 497 Net income – Renault share 3,367 2,836 2,480 1,956 1,051 Earnings per share (€) 13.19 11.16 9.32 7.53 4.38 Capital 1,086 1,086 1,086 1,086 923 Shareholders’ equity 19,661 15,864 13,591 11,828 10,051 Total assets 68,411 61,775 58,291 53,228 50,129 Dividends (€) 2.4(2) 1.8 1.4 1.15 0.92 Cash flow 4,470 5,032 3,560 3,578 1,688 Net automotive debt 2,252 1,567 1,748 2,495 3,927 Total workforce at December 31 126,584* 124,277* 125,128* 127,864* 137,108* * Excluding employees under the early retirement scheme (1) This information is for reference only and is not always directly comparable year-on-year, since it may include changes in scope and/or accounting practices. Only 2004 data have been restated to IFRS. (2) Dividend proposal to AGM of May 4, 2006. Renault shareholders at December 31, 2005 TOTAL SHARE CAPITAL VOTING RIGHTS 3.6 % 15 % Employees Nissan 3.35 % 18.8 % Treasury stock French state 15.33 % 62.72 % French state 76.8 % 4.4 % Public Public Employees See Chapter 7, paragraph 7.2.6 for more information. 4 Renault 2005 Registration Document @ Find out more at renault.com (http://www.renault.com) RRENEN_D DRFRF_ 0606_G GBB_L LIVRE.indbIVRE.indb 4 113/04/063/04/06 1 16:06:136:06:13 Renault and the Group Presentation of Renault and the Group 1 1.1.2 Background and highlights 1898 2000 Société Renault Frères was formed to manufacture motor vehicles, taking Renault raised its stake in Dacia to 80.1% and acquired a new brand advantage of patents such as the first direct-drive transmission. Based – Samsung Motors in South Korea. in the Paris suburb of Billancourt, the company achieved international renown through its success in motor sports, and initially specialized in 2001 the construction of passenger cars and taxis. During the First World War, Renault and Volvo joined forces to form the world’s second-biggest truck it produced substantial volumes of trucks, light tanks and aircraft manufacturer. Renault became the main shareholder in the Volvo group, engines. with a 20% stake, after selling the Renault V.I./Mack group to Volvo. 1922 2002 Having expanded strongly in the passenger car and commercial vehicle Renault and Nissan implemented the second stage of their Alliance, aimed markets, Renault became a limited company. Establishing production at strengthening their equity ties and creating a joint strategic structure. centers in France and abroad, Renault gradually emerged as the French Renault raised its stake in Nissan from 36.8% to 44.4%. At the same market leader. time Nissan took a 15% ownership interest in Renault. Coinciding with 1945 the strengthening of the Alliance, the French state reduced its holding in Renault to 25.9%. The government’s ownership interest was then further The company was nationalized in January. It was renamed “Régie Nationale reduced to 15.7% by selling shares both to company employees and on des Usines Renault” and concentrated on producing the 4CV. the market. 1972 2003 The launch of the Renault 5, which remains one of the Group’s best- The year of Mégane II, with five new body types following on from the two selling models ever. vehicles launched in 2002. With Scénic II, Grand Scénic (unveiled in 2003 and launched early in 2004), Mégane coupé-cabriolet, Mégane sedan 1980 and Mégane station wagon, a total of seven models were launched in 17 months. Mégane II was the best-selling model in Europe in 2003. Through to the mid-1980s, Renault followed a strategy of diversification in the industrial, financial and service sectors, while at the same time growing 2004 its manufacturing and commercial activities internationally. But in 1984, the company ran into financial difficulties. As a result, it concentrated on The year was marked by two major product launches: Modus and Logan. restructuring and refocusing on core businesses, and returned to profit Modus is the first Renault-badged vehicle built on the B platform shared in 1987. with Nissan. Modus rounds out Renault’s entry-level range by drawing on the Group’s know-how in minivans. It is the first vehicle in its class to score 1990 five stars in the crash tests organized by Euro NCAP, an independent organization. Logan, developed by Renault and manufactured and Renault became a limited company once again. In the same year, it marketed by Dacia, offers excellent value for money. Ever since it was signed an agreement for close cooperation with the Volvo group. And launched, Logan has been highly popular, both on its domestic market, in 1991 the two groups linked their automobile and commercial vehicle Romania, and on export markets. The car will spearhead Renault’s businesses via cross-shareholdings. This arrangement was unwound after international expansion in the years ahead. plans to merge the two groups were shelved in late 1993.