2014 REGISTRATION DOCUMENT CONTENTS 1 Introduction to Faurecia 3 8.5. Report of the Statutory Auditors drawn up in accordance with Article Board of Directors, Executive Committee L. 225-235 of the French Commercial and Auditors 4 Code on the report of the Chairman Key fi gures 5 of Faurecia’s Board of Directors 139 2 Business review 2014 7 9 Consolidated fi nancial 2.1. The Faurecia group 8 statements 141 2.2. Evolution of the Group’s activities 9.1. Consolidated statement and sales 12 of comprehensive income 142 2.3. Recent events 18 9.2. Consolidated balance sheet 144 9.3. Consolidated cash fl ow statement 146 3 Results of operations 9.4. Consolidated statement of changes in equity 147 and fi nancing 19 9.5. Notes to the consolidated fi nancial 3.1 Results of operations 20 statements 148 3.2. Financial structure and net debt 23 9.6. List of consolidated companies 3.3. Outlook 25 as of December 31, 2014 202 3.4. Risk factors 26 9.7. Statutory Auditors’ report on the consolidated fi nancial statements 209 4 The Group’s human resources 10 policy and social policy 35 Legal and fi nancial information 211 10.1. Faurecia parent company fi nancial 4.1. Safety in the workplace 36 statements and management report 212 4.2. Skills development 39 10.2. Statutory Auditors’ report 4.3. Strengthening economic and social dialog 44 on the fi nancial statements 238 4.4. Company savings, incentive 10.3. Capital and share performance 240 and profi t-sharing bonuses 10.4. Additional information on Faurecia 244 in the development of the Group 47 4.5. Administrative effi ciency of Human Resources 49 11 Combined Shareholders’ 4.6. Other employee-related data 50 Meeting of May 27, 2015 261 11.1. Agenda 262 5 Quality 59 11.2. Explanatory notes to the resolutions 264 5.1. Quality achievements 60 11.3. Resolutions 274 5.2. Faurecia Excellence System (FES) 61 11.4. Details concerning directors who are proposed for re-election 283 5.3. Customer awards 62 11.5. Reports 285 5.4 Outlook for 2015 63 6 Research and development 65 Appendices 295 Declaration by the person responsible 6.1. Market expectations 66 for the Registration Document 6.2. Research and innovation 69 and by the Information Offi cer 296 6.3. Engineering and program management 76 Cross-reference table on information required in the annual fi nancial report 297 7 Cross-reference table with Annex I Faurecia and sustainable of Commission Regulation (EC) No. 809/2004 development 77 of April 29, 2004 298 7.1. Faurecia and the environment 78 Cross-reference table for information required under French Decree 2012-557 7.2. Societal action 91 dated April 24, 2012 on business’s transparency obligations in social and 8 environmental matters (Article R. 225-105-1 Corporate governance 99 of the French Commercial Code) 301 8.1. Board of Directors 100 8.2. The Executive Committee 128 8.3. Senior Management 130 8.4. Internal control 131 Registration document 2014 The French version of this Registration Document, including the annual fi nancial report, was fi led with the Autorité des Marchés Financiers (AMF) on April 22, 2015 pursuant to Article 212-13 of the General Regulation of the AMF. It may be used in connection with a fi nancial transaction if accompanied by a memorandum approved by the AMF. This document has been prepared by the issuer under the responsibility of its signatories. The English language version of this Registration Document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation. Faurecia REGISTRATION DOCUMENT 2014 1 2 Faurecia REGISTRATION DOCUMENT 2014 1 Introduction to Faurecia CONTENTS BOARD OF DIRECTORS, EXECUTIVE KEY FIGURES 5 COMMITTEE AND AUDITORS 4 Faurecia REGISTRATION DOCUMENT 2014 3 1 Introduction to Faurecia Board of Directors, Executive Committee and Auditors Board of Directors, Executive Committee and Auditors Board of Directors (as at December 31, 2014) Executive Committee Chairman and Chief Executive Officer Yann Delabrière Chairman and Chief Executive Officer Yann Delabrière Niklas Braun Directors Executive Vice-President, Faurecia Automotive Exteriors Éric Bourdais de Charbonnière Michel Favre Jean-Baptiste Chasseloup de Chatillon Executive Vice-President, Finance Jean-Pierre Clamadieu Lee Gardner Hervé Guyot Hans-Georg Härter Executive Vice-President, Strategy Linda Hasenfratz Patrick Koller Ross McInnes Executive Vice-President, Faurecia Automotive Seating until Amparo Moraleda February 2, 2015 Thierry Peugeot Deputy Managing Director from February 2, 2015 Robert Peugeot Bernadette Spinoy Jacques Mauge Carlos Tavares Executive Vice-President, Faurecia North America until March 2, 2015 Statutory Auditors Advisor to the Chairman and CEO from March 2, 2015 Members of the Versailles Regional Association of Statutory Auditors Kate Philipps Executive Vice-President, Communication ERNST & YOUNG Audit Represented by Denis Thibon Jean-Michel Renaudie Tour First Executive Vice-President, Faurecia Interior Systems TSA 14444 Christophe Schmitt 92037 Paris - La Défense Cedex Executive Vice-President, Faurecia Emissions Control Technologies FRANCE Jean-Pierre Sounillac PricewaterhouseCoopers Audit Executive Vice-President, Human Resources Represented by Éric Bertier Mark Stidham 63, rue de Villiers Executive Vice-President, Faurecia North America from 92208 Neuilly-sur-Seine March 2, 2015 FRANCE Hagen Wiesner Executive Vice-President, Faurecia Automotive Seating from February 2, 2015 Corporate governance is dealt with in Chapter 8 of this Registration Document. 4 Faurecia REGISTRATION DOCUMENT 2014 Introduction to Faurecia 1 Key fi gures Key fi gures 18,828.9 18,028.6 (+5.5%)* 17,364.5 (+5.0%)* (+2.0%)* 673.3 516.3 538.3 3.0% 3.0% 3.6% 165.7 143.5 87.6 2012 2013 2014 2012*2013 2014 2012 2013 2014 Sales (in €m) Operating income (1) Net income/(loss) attributable * Variation on a like-for-like basis (in €m and as a % of sales) to equity holders * After IAS19 revised (in €m) 1,228.9 557.3 518.0 519.2 943.0 955.9 1,070.3 916.5 1,009.2 5.8% 5.9% 6.5% 3.2% 2.9% 2.8% 5.4% 5.1% 5.1% 2012 2013 2014 2012 2013 2014 2012 2013 2014 EBITDA (2) Capital expenditure Gross R&D expenditure (3) (in €m and as a % of sales) (in €m and as a % of sales) (in €m and as a % of sales) 1,876.5 1,807.1 97,419 99,281 1,642.3 93,918 1,519.1 1,387.6 1,354.5 2012 2013 2014 December 31 December 31 December 31 December 31 December 31 December 31 2012 2013 2014 2012 2013 2014 Number of employees Total equity Net debt (4) (in €m) (in €m) (1) Definition in Note 1.15 to the consolidated financial statements. (2) Operating income plus depreciation, amortisation and provisions for impairment in value of property, plant and equipment and intangible assets (see Note 5.5 to the consolidated financial statements). (3) Before capitalised development costs and amounts billed to customers (see Note 5.4 to the consolidated financial statements). (4) Definition in Note 26.1 to the consolidated financial statements. Faurecia REGISTRATION DOCUMENT 2014 5 6 Faurecia REGISTRATION DOCUMENT 2014 2 Business review 2014 CONTENTS 2.1. THE FAURECIA GROUP 8 2.2.2. Faurecia Emissions Control Technologies 13 2.1.1. Description of the Group’s activities 8 2.2.3. Faurecia Interior Systems 15 2.1.2. Evolution of the Group’s activity 8 2.2.4. Faurecia Automotive Exteriors 17 2.2. EVOLUTION OF THE GROUP’S 2.3. RECENT EVENTS 18 ACTIVITIES AND SALES 12 2.2.1. Faurecia Automotive Seating 12 In accordance with Article 28 of European Commission Regulation No. 809/2004, the following information is incorporated by reference in this Registration Document: c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors’ reports, the comments on the consolidated financial statements and significant events of the year by Business Group, set out respectively on pages 133 to 204, 210 to 233, 205 and 206, 234 and 235, and 8 to 17 of the 2013 Registration Document filed with the AMF on April 24, 2014 under number D. 14-0403; c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors’ reports, the comments on the consolidated financial statements and significant events of the year by Business Group, set out respectively on pages 119 to 187, 194 to 217, 188 to 189, 218 to 219 and 8 to 17 of the 2012 Registration Document filed with the AMF on April 24, 2013 under number D. 13-0418. This section provides a description of Faurecia’s activities and results in 2014. All information concerning market positions is based on estimates made by Faurecia on the basis of information contained in the annual reports of the various actors of the market, industry publications and other market research. Faurecia REGISTRATION DOCUMENT 2014 7 2 Business review 2014 The Faurecia group 2.1. The Faurecia group 2.1.1. DESCRIPTION OF THE GROUP’S ACTIVITIES The Faurecia group is a global leader in automotive equipment. expertise of the 6,000 Faurecia engineers and technicians who It develops, manufactures and markets original equipment design products and develop technological solutions. through four major Business Groups: Faurecia Automotive Faurecia boasts a broad geographic footprint, and is one of only Seating (FAS), Faurecia Emissions Control Technologies (FECT), a handful of players with the capacity to supply automakers’ Faurecia Interior Systems (FIS), and Faurecia Automotive global programs.