20 REGISTRATION DOCUMENT Including the annual fi nancial report 15 CONTENTS 1 5 PSA GROUP 3 CONSOLIDATED FINANCIAL STATEMENTS 1.1. Key fi gures 4 AT 31 DECEMBER 2015 RFA 163 1.2. History and highlights of the Company’s business 6 5.1. Consolidated statements of income 164 1.3. Organisational structure 7 5.2. Consolidated statements of income and expenses recognised in equity 166 1.4. Activities and strategy 9 5.3. Consolidated balance sheets 168 1.5. Risk factors RFA 20 5.4. Consolidated statements of cash fl ows 170 5.5. Consolidated statements of changes in equity 172 5.6. Notes to the consolidated fi nancial statements 2 at December 2015 173 CORPORATE RESPONSIBILITY: 5.7. Statutory Auditors’ Report on the consolidated SUSTAINABLE DEVELOPMENT fi nancial statements 260 INITIATIVES 31 2.1. Corporate social responsibility: an integral part of the Group’s strategy 32 2.2. Embracing environmental issues RFA 35 6 PEUGEOT S.A. FINANCIAL 2.3. Corporate sustainable development commitment RFA 58 STATEMENTS FOR THE YEAR ENDED 2.4. Human resources, driving change within PSA RFA 72 31 DECEMBER 2015 RFA 261 2.5. Extra-fi nancial performance of PSA 95 6.1. Income statement for the year ended 2.6. Independent verifi er’s report on the review of social, 31 December 2015 262 environmental and societal information published 6.2. Balance sheets at 31 December 2015 263 in the management report 97 6.3. Cash fl ow statements for the year ended 2.7. Reporting scope, methodology 31 December 2015 264 and cross-reference tables 100 6.4. Notes to Peugeot S.A. Financial Statements 265 6.5. Financial performance of the company over the past fi ve years 283 6.6. Statutory Auditors’ Report on 3 RFA the fi nancial statements 284 CORPORATE GOVERNANCE 105 3.1. Management and supervisory bodies 106 6.7. Statutory Auditors’ Special Report on Related Party Agreements and Commitments 285 3.2. Report of the Chairman of the Supervisory Board on corporate governance and internal control and risk management procedures 119 3.3. Statutory Auditors’ Report on the report prepared by the Chairman of the Supervisory Board 7 of Peugeot S.A. 131 INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL 289 3.4. Compensation of corporate offi cers 132 7.1. Information about the Company RFA 290 7.2. Information about the Company’s share capital RFA 292 7.3. Ownership structure RFA 296 7.4. Corporate fi nancial i nstrument m arkets 299 ANALYSIS OF THE BUSINESS 4 AND GROUP OPERATING RESULTS IN 2015 AND OUTLOOK 145 4.1. Analysis of the Business and consolidated annual results RFA 146 8 SHAREHOLDERS’ MEETING 4.2. Financial position and cash RFA 150 OF 27 APRIL 2016 303 4.3. Parent company results RFA 152 8.1. Report of the Managing Board on the resolutions 4.4. Major contracts 154 presented at the combined shareholders’ meeting (ordinary and extraordinary) on 27 april 2016 304 4.5. Capital expenditure and Research & Development RFA 154 8.2. Agenda and text of the proposed resolutions 316 4.6. Recent events and outlook RFA 161 9 8.3. Auditors’ Reports 324 ADDITIONAL INFORMATION 327 9.1. Persons responsible for the Registration Document RFA 328 9.2. Historical fi nancial information 329 9.3. Documents available to the public 329 ANNUAL FINANCIAL REPORT ELEMENTS ARE CLEARLY IDENTIFI ED 9.4. Persons responsible for auditing the accounts RFA 330 IN THIS TABLE OF CONTENTS WITH THE SIGN RFA 9.5. Cross-reference tables 331 2015REGISTRATION DOCUMENT including the annual financial report The original French version of this Registration Document, which contains all of the information in the Management Report, was filed with the French securities regulator (Autorité des Marchés Financiers – AMF) on 24 March 2016 , in accordance with the provisions of Article 212-13 of the AMF General Regulations. It may be used in connection with a financial transaction in conjunction with an Offering Memorandum approved by the AMF. It was prepared by the issuer and is the responsibility of the person whose Signature appears therein. It contains all of the information concerning the Annual Financial Report. PSA PEUGEOT CITROËN - 2015 REGISTRATION DOCUMENT 1 2 PSA PEUGEOT CITROËN - 2015 REGISTRATION DOCUMENT PSA GROUP 1 1.1. KEY FIGURES 4 1.4. ACTIVITIES AND STRATEGY 9 Consolidated Income Statement 41.4.1. Main business activities of the Group 9 Consolidated Balance Sheet 41.4.2. The Group’s strategic trends 19 Consolidated Statement of Cash Flows 5 1.5. RISK FACTORS 20 1.2. HISTORY AND HIGHLIGHTS OF THE 1.5.1. Operational risks 20 COMPANY’S BUSINESS 6 1.5.2. Financial market risks 25 1.5.3. Risks relating to Banque PSA Finance 26 1.5.4. Legal and contractual risks 27 1.3. ORGANISATIONAL 1.5.5. Risk coverage – insurance 29 STRUCTURE 7 1.3.1. Group organisational structure – functions 7 1.3.2. Group organisation 7 1.3.3. Parent-subsidiary relationships 8 1.3.4. Simplifi ed organisation structure at 31 December 2015 8 PSA PEUGEOT CITROËN - 2015 REGISTRATION DOCUMENT 3 1 PSA GROUP 1.1. Key fi gures 1.1. KEY FIGURES This document gives the PSA Group’s consolidated financial The Group’s consolidated financial statements have been prepared statements for the years 2015 and 2014. The 2013 consolidated in accordance with International Financial Reporting Standards financial statements are included in the Registration Document that (IFRS) as adopted for use in the European Union as at 31 December was filed with the French securities regulator (Autorité des Marchés 2015, the balance sheet date. Financiers – AMF) on 2 April 2014 under no. D. 14-0269. Please also 2014 Comparative information has been restated in accordance see paragraph 5.1 below. with IFRS 5. Consolidated Income Statement * 2015 2014 Manufacturing Manufacturing and sales Finance and sales Finance (in million euros) companies companies Eliminations Total companies companies Eliminations Total Revenue 54,426 267 (17) 54,676 51,310 300 (18) 51,592 Recurring operating income (loss) 2,729 4 2,733 701 96 797 Operating income (loss) 1,970 6 1,976 28 96 124 Net financial income (expense) (642) (642) (750) (5) (755) Income taxes (687) (19) (706) (206) (100) (306) Share in net earnings of companies at equity 314 123 437 274 12 286 Profit (loss) from operations held for sale or to be continued in partnership 72 65 137 9 87 96 Consolidated profit (loss) for the period 1,027 175 1,202 (645) 90 (555) Attributable to equity holders 737 162 899 (787) 86 (5) (706) Attributable to minority interests 290 13 303 142 4 5 151 Basic earnings per €1 par value share attributable to equity holders of the parent 1.14 (1.15) * The results for 2014 and 2015 reflect the reclassification of operations held for sale or to be continued in partnership. Consolidated B alance S heet * 31 December 2015 31 December 2014 ASSETS Manufacturing Manufacturing and sales Finance and sales Finance (in million euros) companies companies Eliminations Total companies companies Eliminations Total Total non-current assets 20,926 1,131 (2) 22,055 20,331 279 (5) 20,605 Total current assets 18,839 1,193 (608) 19,424 16,526 6,209 (704) 22,031 Total assets of operations held for sale or to be continued in partnership 616 7,048 (33) 7,631 167 18,529 (120) 18,576 TOTAL ASSETS 40,381 9,372 (643) 49,110 37,024 25,017 (829) 61,212 4 PSA PEUGEOT CITROËN - 2015 REGISTRATION DOCUMENT PSA GROUP 1.1. Key fi gures 31 December 2015 31 December 2014 EQUITY AND LIABILITIES Manufacturing Manufacturing and sales Finance and sales Finance (in million euros) companies companies Eliminations Total companies companies Eliminations Total Total equity 12,219 10,418 Total non-current liabilities 9,984 17 10,001 11,637 2 (1) 11,638 Total current liabilities 20,104 3,405 (551) 22,958 18,071 13,368 (536) 30,903 1 Transferred liabilities of operations held for sale or to be continued in partnership 401 3,623 (92) 3,932 37 8,508 (292) 8,253 TOTAL EQUITY & LIABILITIES 49,110 61,212 * Balance sheets at the end of December 2014 and 2015 reflect the reclassification of operations held for sale or to be continued in partnership. Consolidated Statement of Cash Flows * 2015 2014 Manufacturing Manufacturing and sales Finance and sales Finance (in million euros) companies companies Eliminations Total companies companies Eliminations Total Consolidated profit (loss) from continuing operations 955 (4) 951 (654) (297) (951) Funds from operations 4,490 22 1 4,513 2,038 (41) 1,997 Net cash from (used in) operating activities of continuing operations 5,432 6,560 41 12,033 3,728 (198) 17 3,547 Net cash from (used in) investing activities of continuing operations (2,692) (125) 111 (2,706) (2,259) (31) (2,290) Net cash from (used in) financing activities of continuing operations (644) (830) 142 (1,332) 703 3 334 1,040 Net cash related to the non-transferred debt of finance companies to be continued in partnership (8,234) (5) (8,239) (1,155) (300) (1,455) Net cash from the transferred assets and liabilities of operations held for sale or to be continued in partnership 42 938 (218) 762 47 2,179 32 2,258 Effect of changes in exchange rates (112) (19) 3 (128) 47 1 (1) 47 Increase (decrease) in cash from continuing operations and from operations held for sale or to be continued in partnership 2,026 (1,710) 74 390 2,266 799 82 3,147 Net cash and cash equivalents at beginning of period 8,427 2,603 (128) 10,902 6,161 1,804 (210) 7,755 NET CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS AT END OF PERIOD 10,453 893 (54) 11,292 8,427 2,603 (128) 10,902 * Net cash in 2014 and 2015 reflects the reclassification of operations held for sale or to be continued in partnership.