2006 Registration Document 2006 Registration PSA Peugeot Citroën PSA Peugeot Registration Document 06 PEUGEOT S.A. Incorporated in France with issued capital €234,618,266 Governed by a Managing Board and a Supervisory Board Registered office: 75, avenue de la Grande-Armée – 75116 Paris – France R.C.S. Paris B 552 100 554 – Siret 552 100 554 00021 Tel.: + 33 (1) 40 66 55 11 – Fax: + 33 (1) 40 66 54 11 www.psa-peugeot-citroen.com – www.developpement-durable.psa.fr Content Profile 1 Key Figures 2 Corporate Governance and Management 4 1 Report of the Supervisory Board 5 8 Statistics 133 2 Strategic Strengths and Priorities 9 9 Consolidated Financial Statements 145 Consolidated Financial Statements 146 3 Corporate Governance 13 Notes to the Consolidated Financial Statements 153 Consolidated Companies as at December 31, 2006 224 The Supervisory Board 14 Subsidiaries and Affiliates as at December 31, 2006 236 The Managing Board and Executive Management 18 Internal and External Controls 20 10 Annual Stockholder’s Meeting 239 Management and Administration: Presentation of the Resolutions 240 - Main functions and directorships held during 2006 24 - New Corporate Officers elected or appointed Financial Authorizations in effect 246 on February 6, 2007 34 Resolutions 248 - Compensation of Corporate Officers and Executives in 2006 37 11 Investor Information 253 Stockholder Relations 254 4 Business Review 39 Information about the Company’s Capital 258 The Automobile Division 40 Stockholder Information 261 Banque PSA Finance 46 Gefco 48 12 Report of the Chairman of the Supervisory Board Faurecia 49 on the preparation and organization of Supervisory Other Businesses 51 Board meetings and on Internal Control 263 5 Corporate Social Responsibility 53 13 Statutory Auditors’ Report 271 Employee Relations Commitment 54 Statutory Auditors’ Report on the Consolidated Employee Relations Indicators 64 Financial Statements 272 Statutory Auditors’ Report, prepared in accordance 6 Corporate Policies 89 with Article L. 225-235 of the French Commercial Code, Environmental Stewardship 90 on the report prepared by the Chairman of the Supervisory Board of Peugeot S.A., on the Internal Environmental Indicators – Control procedures relating to the preparation Automobile fuel consumption and emissions 97 and processing of financial and accounting information 274 Environmental Indicators – Production plant consumption and emissions 99 Corporate Citizenship 105 14 Legal and Financial Information 275 Information about Peugeot S.A. 276 Organization at December 31, 2006 278 7 Management’s Discussion and Analysis 111 Persons responsible for the Registration Document Results 112 and the Audit of the Accounts 280 Group Financing 122 Return on Capital Employed (ROCE) 126 Cross-Reference Table 282 Management of Financial and Operational Risks 127 1,000 copies of this document were printed. A copy of this document may be requested at the following adress: PSA PEUGEOT CITROËN - Investor Relations Department 75, avenue de la Grande-Armée - 75116 Paris, France - Tel.: (33) 1 40 66 37 60 - Fax: (33) 1 40 66 51 99 Design and production: Franklin Partners - Groupe Mediagérance Cover: Terre de Sienne Printed in France PSA Peugeot Citroën Group 2006 REGISTRATION DOCUMENT PSA Peugeot Citroën is a world-class automobile manufacturer, supported by two broadline marques and the expertise of its employees. With operations in 150 countries, the Group is actively expanding its sales in new, fast-growing markets and today, nearly one third of its business is generated outside Western Europe. A responsible global corporate citizen, PSA Peugeot Citroën constantly innovates in the areas of safety and environmental protection to develop and produce cars that meet the expectations of Peugeot and Citroën customers around the world. Its efficient manufacturing base and unique strategy of forging targeted cooperation agreements with other carmakers enable the Group to optimize capital spending and adapt production volumes while expanding its model lineups. It also takes an active, innovative approach to employee relations in all its units, in France and around the world. PSA Peugeot Citroën also encompasses the Banque PSA Finance, group of automotive finance companies, Faurecia, an automotive equipment manufacturer and Gefco, a transportation and logistics company. The French version of this Registration Document was filed with the Autorité des Marchés Financiers (French Financial Markets Authority) on April 23, 2007, in accordance with the provisions of Articles 211-1 to 211-42 of the general regulation of the AMF. It may be used in support of any financial transaction if it is supplemented by a prospectus approved by the Autorité des Marchés Financiers. 1 PSA Peugeot Citroën - 2006 Registration Document Key Figures Key Figures Worldwide sales Sales and revenue (in units) (in millions of euros) 56,267 56,594 3,390,000 3,365,900 11,196 12,028 45,071 44,566 2005 2006 2005 2006 Automobile Division Other businesses Return on capital employed Balance sheet structure (after tax) (in millions of euros) 14,406 7.1% 14,062 0.7% 381 116 2005 2006 2005 2006 Stockholder’s equity (including minority interests) Net financial position of the manufacturing and sales companies PSA Peugeot Citroën - 2006 Registration Document 2 Key Figures Operating margin Net income (in millions of euros) (in millions of euros) 1,940 1,119 1,029 1,024 852 916 176 267 2005 2006 2005 2006 Automobile Division Other businesses Working capital provided by operations Capital employed and capital expenditure (in millions of euros) (manufacturing and sales companies) (in millions of euros) 3,678 14,123 14,087 3,011 2,862 6,269 6,033 2,520 7,854 8,054 2005 2006 2005 2006 Working capital provided by operations Automobile Division Capital expenditure Other businesses Earnings per share/Dividend Workforce at December 31 (in euros) 208,500 211,700 4.47 69,000 72,200 1.35 1.35 139,500 139,500 0.77 2005 2006 2005 2006 Earnings per share Automobile Division Dividend Other businesses 3 PSA Peugeot Citroën - 2006 Registration Document Corporate Governance and Management Corporate Governance and Management Supervisory Board Managing Board Thierry Peugeot Christian Streiff Chairman Chairman of the Managing Board Jean Boillot Grégoire Olivier Frédéric Saint-Geours Gilles Michel Roland Vardanega Jean-Philippe Peugeot Programs Automobiles Peugeot Automobiles Citroën Technical and Vice-Chairmen Manufacturing Pierre Banzet Marc Friedel Executive Committee Jean-Louis Masurel Jean-Paul Parayre Isabel Marey-Semper Sylvie Rucar Jean-Luc Vergne Jean-Claude Hanus Liliane Lacourt Strategy and Finance and Human Resources Legal Affairs, Corporate Robert Peugeot* Innovation Information Systems Institutional Relations Communications Marie-Hélène Roncoroni and Internal Audit Ernest-Antoine Seillière Jean-Louis Silvant Extended Executive Committee Joseph F. Toot Jr. Denis Duchesne Vincent Rambaud Jean-Philippe Collin Daniel Marteau Alain Sartoris China Mercosur Purchasing Replacement Parts Executive Bertrand Peugeot Development Roland Peugeot François Michelin Advisors to the Supervisory Board * Coopted on February 6, 2007 Statutory Auditors PricewaterhouseCoopers Audit Mazars & Guérard Auxiliary Auditors Yves Nicolas Patrick de Cambourg As of March 1, 2007 PSA Peugeot Citroën - 2006 Registration Document 4 1 Report of the Supervisory Board 5 PSA Peugeot Citroën - 2006 Registration Document Report of the Supervisory Board 1 The Supervisory Board would like to take this opportunity to express its deepest thanks to Jean-Martin Folz, Chairman of the Managing Board from October 1, 1997 to February 6, 2007, for his enormous contribution to the Group’s expansion during that period. Between 1997 and 2006, the number of vehicles sold by the Group increased by 60%, from 2.1 million to 3.4 million, while revenue doubled, from €28 billion to €56 billion. The Group’s market share in Western Europe widened by almost two points, from 11.9% to 13.8%. The platform strategy was considerably expanded and the production system was thoroughly rationalized by dedicating each plant to specific platforms. New plants were acquired, planned or built in Argentina, Brazil, the Czech Republic, Slovakia and China, enabling the Group to step up the pace of its expansion in the global marketplace. The number of cars sold outside Western Europe grew from 300,000 to more than one million, representing more than 30% of total unit sales compared to 14% in 1997. Major cooperation agreements were signed with Ford, Toyota, BMW and Mitsubishi and the agreement with Fiat was expanded. A number of highly successful models were launched, including the Peugeot 206, 207 and 307 and the Citroën C3, C4 and Picasso. Citroën now has a full-fledged model line-up that has enhanced its competitive advantage. Innovations like the HDi engine, the particulate filter and the coupé-cabriolet were developed, brought to market and often taken up by the competition. ECIA became Faurecia and transformed itself into a universally appreciated original equipment manufacturer. Lastly, the Group’s net financial position is positive. Although growth has slowed and earnings have declined in recent years, the Supervisory Board considers that the nine years in which Jean-Martin Folz led the Group’s operations were an extremely positive period for your Company. The Board extended its warmest thanks to Mr. Folz at its meeting on February 6, 2007. It also expressed its gratitude to Claude Satinet, Chief Executive Officer of Automobiles