REGISTRATION DOCUMENT 2012 INCLUDING THE ANNUAL FINANCIAL REPORT - 1974 – Oil on canvas (detail) – Renault Collection - 1974 – Oil on canvas (detail) Renault Collection Composition Arman - Arman DRIVE THE CHANGE New Clio, revealed at the Paris Motor Show in September 2012 and Arman Composition, Renault Art Collection. 14 THE RENAULT GROUP 3 FINANCIAL STATEMENTS AFR 193 1.1 Overview of Renault and the Group 4 4.1 Statutory auditors’ report on the consolidated SUMMARY SUMMARY 1.2 The Renault-Nissan Alliance 26 financial statements 194 1.3 Earnings report - 2012 41 4.2 Consolidated financial statements 196 1.4 Research and development AFR 57 4.3 Statutory auditors’ report 255 1.5 Risk factors ✦ AFR 67 4.4 Renault SA Parent-company financial statements 259 1.6 Post balance sheet event AFR 83 5 RENAULT AND ITS SHAREHOLDERS 275 2 CSR: SUSTAINABLE MOBILITY 85 5.1 General information 276 2.1 Renault, a responsible company committed 5.2 General information about Renault’s share capital 278 to sustainable development ✦ 86 5.3 Market for Renault shares ✦ 283 2.2 Labor relations AFR 90 5.4 Investor relations policy ✦ 287 2.3 Environmental dimension AFR 105 2.4 Social commitment ✦ AFR 124 2.5 Renault and its stakeholders ✦ 136 2.6 Sustainability ratings and indexes 142 MIXED GENERAL MEETING 2.7 Social, employment-related 6 and environmental objectives ✦ 144 APRIL 30, 2013 289 Presentation of the resolutions 290 2.8 Appendices 147 CORPORATE GOVERNANCE 159 7 ADDITIONAL INFORMATION 293 3 7.1 Person responsible 3.1 Report of the Chairman of the Board AFR 160 for the Registration document AFR 294 3.2 Statutory auditors’ report, prepared 7.2 Information concerning FY 2010 and 2011 ✦ 295 in accordance with article L. 225-235 of French company law (Code de commerce) on the report 7.3 Statutory auditors AFR 296 prepared by the Chairman of the Board 7.4 Cross reference tables 297 of Directors AFR 177 3.3 Remuneration of senior executives and corporate officers AFR 178 3.4 Additional information 186 The elements of the annual fi nancial report are identifi ed by AFR sign. ✦ Global Reporting Initiat ive (GRI) directives This label recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking. labeltransparence.com INTERACTIF PDF SEARCH LINKS To get fast and easy access to information, use the interactive links below: contents Back to the table of contents Previous page Next page Last page viewed Double click to download the table (Microsoft Excel) 1 Search by chapter Internet Link http://www Hyperlinks This Registration Document is on line on the website www. renault.com (French and English versions). INCLUDING THE MANAGEMENT REPORT THE MANAGEMENT INCLUDING 2013 THE BOARD OF DIRECTORS ON FEBRUARY 13, APPROVED BY The French version has been fi led with the AMF (French F inancial Markets Authority) REGISTRATION DOCUMENT REGISTRATION 2012 on March 13, 2013 DOCUMENT DE RÉFÉRENCE RENAULT 2012 1 ZOÉ 2 REGISTRATION DOCUMENT RENAULT 2012 Find out more at www.renault.com contents 1 2 3 4 5 6 7 1.1 OVERVIEW OF RENAULT AND THE GROUP 4 1.1.1 Key figures ✦ 4 1 1.1.2 Background and highlights 5 1.1.3 Strategic objectives ✦ 7 1.1.4 Main Group activities ✦ 8 1.1.5 Management bodies at March 1, 2013 ✦ 20 1.1.6 Main subsidiaries and detailed organization chart 22 1.2 THE RENAULT-NISSAN ALLIANCE 26 1.2.1 Alliance objectives ✦ 26 1.2.2 Operational structure of the Alliance ✦ 31 1.2.3 The status of synergies 34 1.2.4 Nissan’s strategy and results in 2012 37 1.2.5 Alliance combined sales performance and financial indicators ✦ 38 1.3 EARNINGS REPORT - 2012 AFR 41 In brief 41 1.3.1 Sales performance ✦ 42 1.3.2 Financial results ✦ 51 1.4 RESEARCH AND DEVELOPMENT AFR 57 1.4.1 R&D highlights in 2012 57 1.4.2 Innovation: ramping up 59 1.4.3 Technology Plan 61 GROUP 1.4.4 Research and long-term targets 63 1.4.5 Skills, expertise and partnerships 63 1.5 RISK FACTORS ✦ AFR 67 1.5.1 Financial risk 67 1.5.2 Operational risk 76 1.5.3 Other risks 82 1.6 POST BALANCE SHEET EVENT 83 THE RENAULT THE RENAULT The elements of the annual fi nancial report are identifi ed by the AFR sign. ✦ Global Reporting Initiative (GRI) Directives REGISTRATIONDOCUMENT DE DOCUMENTRÉFÉRENCE RENAULRENAULTT 2012 3 1 THE RENAULT GROUP OVERVIEW OF RENAULT AND THE GROUP contents 1 2 3 4 5 6 7 1.1 OVERVIEW OF RENAULT AND THE GROUP 1.1.1 KEY FIGURES ✦ THREE-YEAR CONSOLIDATED FIGURES – PUBLISHED DATA (1) (€ million) 2012 2011 2010 Revenues 41,270 42,628 38,971 Operating margin 729 1,091 1,099 Share in Nissan Motor net income 1,234 1,332 1,084 Renault net income 1,772 2,092 3,420 Earnings per share (euros) 6.51 7.68 12.7 Capital 1,127 1,127 1,127 Shareholders’ equity 24,547 24,567 22,757 Total assets 75,414 72,934 70,107 Dividends (euros) 1.72 (2) 1.16 0.3 Automotive cash flow (3) 2,577 2,910 3,074 Automotive net financial debt (1,492) 299 1,435 Total staff at December 31 127,086 128,322 122,615 (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. See chapter 4, note 3 in the notes to the consolidated financial statements. (2) Proposal to be submitted to the AGM in April 30, 2013. (3) Excludes dividends received from associated companies. RENAULT SHAREHOLDERS AT DECEMBER 31, 2012 BREAKDOWN OF CAPITAL AS A % OF SHARES BREAKDOWN OF CAPITAL AS A % OF VOTING RIGHTS 1,37% 3,55% Treasury stock Employees 2,97% 3,71% Employees Daimler AG 3,10% Daimler AG 17,95% French state 15,00% 62,55% 74,79% Nissan Public Public 15,01% French state See chapter 5.2.6. See chapters 5.2.1 to 5.2.5. 4 REGISTRATION DOCUMENT RENAULT 2012 Find out more at www.renault.com THE RENAULT GROUP 1 OVERVIEW OF RENAULT AND THE GROUP contents 1 2 3 4 5 6 7 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 fi rst direct-drive transmission. Based in – Samsung Motors – in South Korea. 1 the Paris suburb of Billancourt, the Company achieved international renown through its success in motor sports, and initially specialized in the construction of passenger cars and taxis. During the First World War, it produced substantial 2001 volumes of trucks, light tanks and aircraft engines. Renault and Volvo joined forces to form the world’s second-biggest truck manufacturer. Renault became the main shareholder in the Volvo group, with 1922 a 20% stake, after selling the Renault V.I./Mack group to Volvo. Having expanded strongly in the passenger car and commercial vehicle markets, Renault became a limited company. Establishing production centers 2002 in France and abroad, Renault gradually emerged as the French market leader. Renault and Nissan implemented the second stage of their Alliance, aimed at strengthening their equity ties and creating a joint strategic structure. 1945 Renault raised its stake in Nissan from 36.8% to 44.4%. At the same time, Nissan took a 15% ownership interest in Renault. The French government’s The Company was nationalized in January, renamed “Régie Nationale des ownership interest was reduced to 25.9% and then to 15.7% in 2003 by Usines Renault”, and concentrated on producing the 4CV selling shares both to Company employees and on the market. 1972 2003 Renault 5 arrived on the market. It remains one of the Group’s best-selling This was the year of Mégane II. With fi ve body styles (Scénic II, Grand Scénic, models ever. Mégane coupé-cabriolet, Mégane 4-door sedan and Mégane Sport Tourer) as well as the two models launched in 2002, a total of seven models were THE 1980s launched in 17 months. Mégane II became Europe’s best-selling model. Through to the mid-1980s, Renault followed a strategy of diversifi cation in the 2004 industrial, fi nancial and service sectors, while at the same time growing its industrial and commercial activities internationally. But in 1984, the Company The year was marked by two major product launches: Modus and Logan. ran into fi nancial diffi culties. As a result, it concentrated on restructuring and Modus is Renault’s entry-level MPV. It was the fi rst Renault-badged vehicle refocusing on its core activities and returned to profi t in 1987. built on the B platform shared with Nissan, and the fi rst vehicle in its class to score fi ve stars in Euro NCAP crash tests. Logan, developed by Renault and manufactured and marketed by Dacia, offers excellent value for money. THE 1990s It has enjoyed great success since its launch, both on its domestic market of In 1990, Renault became a limited company once again. In the same year, it Romania, and on export markets. The car will be the spearhead of Renault’s signed an agreement for close cooperation with the Volvo Group. In 1991, the international expansion in the years ahead. two groups linked their automotive and commercial vehicle businesses via cross-shareholdings. This arrangement was unwound after plans to merge 2005 the two groups were shelved in late 1993.