2015 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 152 2 Business review 2015 7 9 Consolidated fi nancial 2.1. The Faurecia group 8 statements 155 2.2. Evolution of the Group’s activities 9.1. Consolidated statement and sales 13 of comprehensive income 156 2.3. Recent events 20 9.2. Consolidated balance sheet 158 9.3. Consolidated cash fl ow statement 160 3 Results of operations 9.4. Consolidated statement of changes in equity 161 and fi nancing 21 9.5. Notes to the consolidated fi nancial 3.1. Results of operations 22 statements 162 3.2. Financial structure and net debt 25 9.6. List of consolidated companies 3.3. Outlook 26 as of December 31, 2015 218 3.4. Risk factors 27 9.7. Statutory Auditors’ report on the consolidated fi nancial statements 225 4 The Group’s human resources 10 policy and social policy 37 Legal and fi nancial information 227 10.1 Faurecia parent company fi nancial 4.1. Safety in the workplace 38 statements and management report 228 4.2. Skills development 41 10.2. Statutory Auditors’ report 4.3. Strengthening economic and social dialog 46 on the fi nancial statements 252 4.4. Company savings, incentive 10.3. Capital and share performance 254 and profi t-sharing bonuses 10.4. Additional information on Faurecia 258 in the development of the Group 49 4.5. Administrative effi ciency of Human Resources 51 11 Combined Shareholders’ 4.6. Other employee-related data 52 Meeting of May 27, 2016 275 11.1. Agenda 276 5 Quality 61 11.2. Explanatory notes to the resolutions 277 5.1. Quality achievements 62 11.3. Resolutions 291 5.2. Faurecia Excellence System (FES) 63 11.4. Profi les of current Board member proposed for re-appointment 5.3. Customer awards 64 and of candidates whose appointment 5.4. Outlook for 2016 65 is put to the vote 295 11.5. Reports 297 6 Research and development 67 6.1. Market expectations 68 Appendices 305 6.2. Research and innovation 71 Declaration by the person responsible 6.3. Engineering and program management 78 for the Registration Document and Information Offi cer 306 7 Cross-reference table on information Faurecia and required in the annual fi nancial report 307 sustainable development 79 Cross-reference table for information 7.1. Faurecia and the environment 80 required in the Chairman’s report on corporate governance and internal control 307 7.2. Societal action 92 Cross-reference table with Annex I of Commission Regulation (EC) No. 809/2004 8 Corporate governance 101 of April 29, 2004 308 Cross-reference table for information 8.1. Board of Directors 102 required under French Decree 2012- 8.2. The Executive Committee 140 557 dated April 24, 2012 on business’s 8.3. Senior Management 142 transparency obligations in social and environmental matters (Article R. 225-105-1 8.4. Description of internal control of the French Commercial Code) 311 and risk management procedures implemented by the Faurecia group 143 Registration Document 2015 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 21, 2016 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 2015 1 2 Faurecia REGISTRATION DOCUMENT 2015 1 Introduction to Faurecia CONTENTS BOARD OF DIRECTORS, EXECUTIVE KEY FIGURES 5 COMMITTEE AND AUDITORS 4 Faurecia REGISTRATION DOCUMENT 2015 3 1 Introduction to Faurecia Board of Directors, Executive Committee and Auditors Board of Directors, Executive Committee and Auditors Board of Directors* (as of December 31, 2015) 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 Amparo Moraleda until February 2, 2015 Thierry Peugeot** Deputy Chief Executive Officer and Chief Operating Officer Robert Peugeot as from February 2, 2015 Bernadette Spinoy Carlos Tavares Jacques Mauge Executive Vice-President, Faurecia North America Statutory Auditors until 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 63, rue de Villiers Mark Stidham 92208 Neuilly-sur-Seine Executive Vice-President, Faurecia North America France from March 2, 2015 Hagen Wiesner Executive Vice-President, Faurecia Automotive Seating from February 2, 2015 At its meeting of April 13, 2016, the Board of Directors further decided that Mr. Yann Delabrière would serve as Chairman of the Board and Mr. Patrick Koller as Chief Executive Officer as from July 1, 2016. * Corporate governance is dealt with in Chapter 8 of this Registration Document. ** The mandate of Ms Linda Hasenfratz will be submitted for renewal at the May 27, 2016 shareholders’meeting. The mandate of Mr. Thierry Peugeot will terminate at the close of the very same meeting. 4 Faurecia REGISTRATION DOCUMENT 2015 Introduction to Faurecia 1 Key fi gures Key fi gures 20,691.9 (+5.2%)* 18,828.9 (+5.5%)* 18,770.4 16,876.6 912.6 830.0 673.3 595.4 370.1 371.8 3.6% 3.5% 4.4% 4.4% 165.7 166.4 2014 * 2014 ** 2015 * 2015 ** 2014 * 2014 **2015 * 2015 ** 2014 * 2014 **2015 * 2015 ** 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) 1,012.2 1,580.7 955.9 675.2 924.3 1,441.8 620.8 866.9 1,229.6 519.2 1,101.1 474.7 6.5% 6.5% 7.6% 7.7% 2.8% 2.8% 3.3% 3.3% 5.1% 5.1% 4.9% 4.9% 2014 * 2014 **2015 * 2015 ** 2014 * 2014 **2015 * 2015 ** 2014 * 2014 **2015 * 2015 ** 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) 2,611.2 2,609.2 1,387.6 102,869 97,419 99,281 1,876.5 1,882.9 962.5 945.8 2013 2014 2015 2014 * 2014 (5) 2015 * 2015 ** 2014 * 2015 * 2015 ** Number of employees Total equity Net debt (4) (in €m) (in €m) (1) Definition in Note 4.1 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 26.3 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. (5) Application IFRIC 21. * Before application IFRS 5. Faurecia REGISTRATION DOCUMENT 2015 5 ** After application IFRS 5. 6 Faurecia REGISTRATION DOCUMENT 2015 2 Business review 2015 CONTENTS 2.1. THE FAURECIA GROUP 8 2.2.2. Faurecia Emissions Control Technologies 15 2.1.1. Description of the Group’s activities 8 2.2.3. Faurecia Interior Systems 17 2.1.2. Changes in the Group’s business 8 2.2.4. Faurecia Automotive Exteriors 18 2.2. EVOLUTION OF THE GROUP’S 2.3. RECENT EVENTS 20 ACTIVITIES AND SALES 13 2.2.1. Faurecia Automotive Seating 13 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 141 to 208, 214 to 237, 209 and 210, 238 and 239, and 8 to 18 of the 2014 Registration Document filed with the AMF on April 22, 2015 under number D. 15.0388; 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.