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2002<br />
ANNUAL<br />
REPORT
S upervisory Board<br />
Thierry Peugeot<br />
Chairman<br />
Jean Boillot<br />
Jean-Philippe Peugeot<br />
Vice-Chairmen<br />
Pierre Banzet<br />
Jean-Louis Dumas<br />
Marc Friedel<br />
Jean-Louis Masurel<br />
François Michelin<br />
Jean-Paul Parayre<br />
Marie-Hélène Roncoroni<br />
Ernest-Antoine Seillière de Laborde<br />
Joseph F. Toot Jr.<br />
Roland Peugeot<br />
Bertrand Peugeot<br />
Advisors to the Supervisory Board<br />
Managing Board<br />
Jean-Martin Folz<br />
Chairman of the Managing Board<br />
Frédéric Saint-Geours<br />
Peugeot Marque<br />
Claude Satinet<br />
Citroën Marque<br />
E xecutive Committee<br />
Jean-Martin Folz<br />
Chairman of the Managing Board<br />
Yann Delabrière<br />
Finance, Control and Performance<br />
Gilles Michel<br />
Platforms, Technical Affairs,<br />
Purchasing<br />
Jean-Marc Nicolle<br />
Group Strategy and Products<br />
Robert Peugeot<br />
Innovation and Quality<br />
Frédéric Saint-Geours<br />
Peugeot Marque<br />
Claude Satinet<br />
Citroën Marque<br />
Roland Vardanega<br />
Manufacturing<br />
and Components<br />
Jean-Luc Vergne<br />
Employee Relations and<br />
Human Resources<br />
Senior Management<br />
Xavier Fels<br />
External Relations<br />
Jean-Louis Grégoire<br />
Executive Development<br />
Jean-Claude Hanus<br />
Legal Affairs<br />
Liliane Lacourt<br />
Corporate Communications<br />
S tatutory Auditors<br />
Coopers & Lybrand Audit<br />
Constantin Associés<br />
Auxiliary Auditors<br />
Louis-Pierre Schneider<br />
François-Xavier Ameye<br />
As of March 1, 2003<br />
Executive Committee<br />
and Senior Management<br />
From left to right: Roland Vardanega, Liliane Lacourt,<br />
Jean-Louis Grégoire, Jean-Luc Vergne, Frédéric Saint-Geours,<br />
Gilles Michel, Robert Peugeot, Jean-Martin Folz, Yann Delabrière,<br />
Jean-Claude Hanus, Claude Satinet, Jean-Marc Nicolle, Xavier Fels
K ey figures<br />
Worldwide sales Automobile Division Net sales<br />
(in units) operating margin (in € millions)<br />
(as % of sales)<br />
Automobile Division<br />
Other businesses<br />
3,132,800 3,267,500<br />
4.8<br />
5.0<br />
51,663<br />
54,436<br />
2,815,700<br />
4.2<br />
44,181<br />
10,139<br />
10,485<br />
6,745<br />
37,436<br />
41,524<br />
43,951<br />
2000 2001 2002<br />
2000 2001 2002<br />
2000 2001 2002<br />
Consolidated operating Return on capital Balance sheet structure<br />
margin employed (in € millions)<br />
(in € millions)<br />
(after tax)<br />
Stockholders’ equity<br />
Net financial position of the<br />
manufacturing and sales companies<br />
2,652<br />
2,913<br />
11.1% 11.0%<br />
12.4%<br />
9,361<br />
10,282<br />
10,984<br />
2,121<br />
1,407<br />
-511<br />
594<br />
2000 2001 2002<br />
2000 2001 2002<br />
2000 2001 2002
Operating margin Net income Working capital provided<br />
(in € millions) (in € millions) from operations and<br />
Automobile Division<br />
Other businesses<br />
capital expenditure<br />
(manufacturing and sales companies)<br />
(in € millions)<br />
2,913<br />
1,691 1,690<br />
Working capital provided from operations<br />
Capital expenditure<br />
4,059<br />
2,121<br />
660<br />
2,652<br />
730<br />
1,312<br />
3,221<br />
2,898<br />
3,440<br />
2,938<br />
2,790<br />
542<br />
1,992<br />
2,183<br />
1,579<br />
2000 2001 2002<br />
2000 2001 2002<br />
2000 2001 2002<br />
Capital employed Earnings per share Workforce at December 31<br />
(in € millions)<br />
Dividend<br />
(in €)<br />
Automobile Division<br />
Other businesses<br />
Earnings per share<br />
Dividend<br />
Automobile Division<br />
Other businesses<br />
15,654<br />
15,407<br />
6.42<br />
6.65<br />
192,500<br />
198,600<br />
172,400<br />
12,988<br />
5,826<br />
5,720<br />
5.02<br />
44,800<br />
62,800<br />
65,300<br />
4,087<br />
8,901<br />
9,828<br />
9,687<br />
0.83<br />
1.15<br />
1.35<br />
127,600<br />
129,700<br />
133,300<br />
2000 2001 2002 2000 2001 2002<br />
2000 2001 2002
Contents<br />
2<br />
A Tribute to Pierre Peugeot<br />
4<br />
Message from the Chairmen<br />
6<br />
Supervisory Board Report<br />
With its two broadline marques, <strong>PSA</strong> Peugeot Citroën<br />
is the world’s sixth largest automobile company, with<br />
5.8% of the global market. It ranks second in Europe,<br />
where its markets share rose to 15.5% in 2002.<br />
During the year, the Group sold 3.27 million vehicles<br />
in the more than 140 countries in which it operates,<br />
generating net sales of €54.4 billion. It is committed<br />
to selling four million vehicles a year by 2006.<br />
8<br />
Managing Board Report<br />
10 Growth Strategy<br />
16 Corporate Governance<br />
28 Business Review<br />
60 Corporate Policies<br />
<strong>PSA</strong> Peugeot Citroën also encompasses the Banque<br />
<strong>PSA</strong> Finance group of automotive finance companies,<br />
Gefco, a transportation and logistics company, and<br />
Faurecia, an automotive equipment manufacturer.<br />
96<br />
120<br />
131<br />
207<br />
Management’s Discussion and Analysis<br />
Statistics<br />
Appendices to the Managing Board Report<br />
Statutory Auditors’ Report<br />
217<br />
208<br />
Information about Peugeot S.A.<br />
Resolutions<br />
220<br />
The Vice Presidents Committee<br />
Combined Annual and Extraordinary Stockholders’ Meeting - May 28, 2003
2<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN
A Tribute to Pierre Peugeot<br />
Our Group was greatly bereaved by the death of the Chairman of its Supervisory<br />
Board, Pierre Peugeot, who passed away on December 1, 2002.<br />
Mr. Peugeot was born in 1932 in Valentigney, near Montbéliard in eastern France,<br />
a region he remained very attached to all his life. He began his career in 1957<br />
in Sochaux as a special advisor to plant management. Two years later, he was<br />
called to company headquarters in Paris, where he was put in charge of<br />
international expansion. In 1966, he joined the senior management team<br />
of the new Peugeot S.A. holding company, becoming a member of the Managing<br />
Board and Managing Director in 1972. In this position, he played a vital role in<br />
the Group’s business activities, and notably in all of the major stages in its<br />
development, including the merger with Citroën, the acquisition of Chrysler<br />
Corp.’s European subsidiaries and the creation of Faurecia. On July 1, 1998,<br />
he was elected Chairman of the Supervisory Board.<br />
Mr. Peugeot was therefore directly involved in our transformation into a worldclass<br />
corporation. At the same time, he demonstrated a firm commitment to<br />
preserving our unique identity and maintaining a strong core of family<br />
stockholders, which he felt was a guarantee of stability and sustainable growth.<br />
He was convinced that the future should be built on the human and technical culture<br />
developed over succeeding generations. The “Aventure Peugeot” association, which<br />
he created in 1982, illustrates his belief that history can inform the future.<br />
He was rigorous and demanding with himself and others, and his personal<br />
ethics commanded respect. While seemingly austere, he was profoundly human.<br />
The finest honor we can pay his memory is to resolutely pursue our commitment<br />
to growth, along the course that he himself set.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN 3
Jean-Martin Folz<br />
Chairman of the Managing Board<br />
Thierry Peugeot<br />
Chairman of the Supervisory Board<br />
In 2002, for the fifth year in a row,<br />
<strong>PSA</strong> Peugeot Citroën met all its objectives<br />
for the year. Despite generally weaker<br />
automobile markets, especially in Europe<br />
and Latin America, the success of newlyintroduced<br />
Peugeot and Citroën models<br />
drove a 4.3% increase in worldwide unit<br />
sales, to 3.27 million vehicles. At 5% of<br />
Automobile Division sales and a consolidated<br />
€2,913 million, operating margin met the<br />
targets set in the scenario based on stable<br />
demand, clearly reflecting the progress<br />
achieved in every aspect of our business.<br />
This is the now-solid foundation on which<br />
we plan to build our long-term growth,<br />
based on model ranges responding to<br />
customer expectations and on the potential<br />
of our two marques.<br />
<strong>PSA</strong> Peugeot Citroën is now well on the<br />
road to sustainable growth in unit sales,<br />
with the goal of selling more than four<br />
million vehicles in 2006. This realistic<br />
objective is based on the growing strength<br />
of the Peugeot and Citroën marques, on<br />
the automotive expertise that underpins<br />
our products’ success, on the cooperation<br />
strategy that is accelerating the development<br />
of our model lineup, and on the significant<br />
room for expansion in Europe and the rest<br />
of the world.<br />
We are the only global carmaker whose<br />
growth is supported by two broadline<br />
marques, each with a worldwide presence<br />
and a clearly defined personality. Peugeot<br />
is currently one of the top four marques<br />
in Europe, with extensive operations in<br />
Eastern Europe and Latin America and a<br />
fast growing presence in Asia. In early<br />
2003, Citroën is enjoying strong growth<br />
in Western and Eastern Europe, which is<br />
bringing it closer to the four leaders. It is<br />
also well established in Latin America and<br />
is capitalizing on the surge in Chinese<br />
demand. Both marques will now be able<br />
to market much broader lineups and can<br />
count on a steadily widening base of loyal<br />
customers, offering them a deep reservoir<br />
of growth as well. Peugeot and Citroën<br />
models share similar, yet uniquely personal<br />
conceptual and stylistic identities. When<br />
combined with their staggered market<br />
launches, this means that the marques<br />
complement each other, enabling them<br />
to sustain strong, parallel growth trajectories<br />
despite flat demand.<br />
This seamless fit was illustrated by the<br />
October signature of the contracts securing<br />
the second phase of our development in<br />
China, whose principles were defined with<br />
our local partner and announced in late<br />
2001. Alongside the Citroën network, which<br />
4 <strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN
M essage from the Chairmen<br />
is already well established nationwide,<br />
Peugeot is going to develop its own dealer<br />
base to market cars built on the shared<br />
platforms produced at the Dong Feng<br />
Peugeot Citroën plant in Wuhan.<br />
Our expertise lies in the ability to make<br />
each car a successful blend of style,<br />
innovation and useful technology.<br />
Innovating without shocking, renewing<br />
without imitating, changing without<br />
upsetting—these are the benefits of<br />
listening closely to customers and then<br />
offering them more, thanks to careful cost<br />
control, innovative, attractive models like<br />
the 307 and the C3, dramatic styling, and<br />
technological innovations like the HDI<br />
diesel engines and the particle filter.<br />
The strategy of targeted cooperative<br />
ventures, a potential that we leverage more<br />
than any other carmaker, is strengthening<br />
our growth momentum and production<br />
capacity by enabling us to capitalize on the<br />
engineering skills, financial contributions,<br />
technological capabilities and production<br />
volumes of each of our partners. These<br />
aspects are all illustrated by our cooperation<br />
with BMW, which was announced in July<br />
and confirmed in December 2002. The<br />
venture will enable us quickly to develop<br />
and produce one million small new<br />
gasoline engines a year, whose advanced<br />
technology will deliver better performance<br />
and lower fuel consumption. In addition to<br />
their impact on our offer, these cooperative<br />
ventures are an extraordinary opportunity<br />
for our teams to enhance their expertise<br />
and to broaden their vision of the<br />
automotive world.<br />
We have room to grow in Europe, where<br />
there is still a lot of potential for market<br />
share gains, as seen in our early 2003 sales<br />
performance, and in the rest of the world,<br />
where we are continuing to expand in<br />
markets where our European models<br />
correspond to local demand, such as in<br />
Central and Eastern Europe, the Middle<br />
East, Latin America and China.<br />
<strong>PSA</strong> Peugeot Citroën’s strategy is designed<br />
to respond to the expectations and<br />
aspirations of its customers, stockholders<br />
and employees alike.<br />
For customers, the strategy enables us to<br />
offer diversified model lines, each with an<br />
array of high-performance, innovative,<br />
safe, environmentally-friendly, affordable<br />
cars. Most importantly, it guarantees that<br />
we’ll always deliver more and better quality,<br />
so that we deserve the trust our marques<br />
inspire in our loyal customers. That’s our<br />
priority today, and here too, we intend<br />
to strengthen our position among the<br />
industry leaders.<br />
For stockholders, the strategy provides a<br />
clear, medium-term view of the future of<br />
the company in which they have invested,<br />
as well as the security they want for their<br />
investment and the steady growth they<br />
expect in their dividends, which has been<br />
the case for the past five years. Quality in<br />
this area is also a priority—in particular,<br />
the quality and transparency of the financial<br />
and strategic information that we owe to<br />
everyone who invests in our stock.<br />
Implementation of this strategy is driven<br />
entirely by the skills and commitment of<br />
our employees across the organization.<br />
In return, it enables the Group to deploy<br />
an active hiring policy and to give every<br />
employee around the world an opportunity<br />
for professional fulfillment, an attractive<br />
compensation package, directly linked to<br />
corporate results, and a comprehensive,<br />
participatory retirement system.<br />
Much is still uncertain about 2003, but<br />
<strong>PSA</strong> Peugeot Citroën intends to stay<br />
its course, focused on the reality of its<br />
operational objectives, and to continue<br />
building its future on a clear foundation.<br />
Thierry Peugeot<br />
Jean-Martin Folz<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN 5
S upervisory Board Report<br />
Stricken and saddened by the death of its Chairman, the Supervisory Board<br />
wholeheartedly shares the sentiments expressed in the tribute above. Pierre Peugeot<br />
was imbued with our Group’s history and was directly involved in leading the<br />
major events that have shaped it over the past forty years. He was deeply<br />
attached to the humanistic and technical values that he constantly wanted to<br />
preserve and instill. On the Board, he pursued his priority objective of preparing<br />
for the future and creating the conditions that would secure the Group’s long-term<br />
sustainability and growth, while protecting its independence and identity. He<br />
passed away at the end of a year during which <strong>PSA</strong> Peugeot Citroën strengthened<br />
its position as Europe’s second largest carmaker and narrowed the gap with the<br />
market leader.<br />
This sales performance was led by the lineups of our two marques and supported<br />
by a large number of launches during the year. The growth enabled full utilization<br />
of production capacity and improved profitability. The Managing Board and all Group<br />
employees are to be commended for their critical role in achieving this successful<br />
new phase in our development.<br />
The Supervisory Board was regularly informed of the Group’s business activities and<br />
their financial results.<br />
The Finance Committee, created by the Board last autumn, examined the financial<br />
statements for the year and met with the Chairman of the Managing Board and<br />
the Chief Financial Officer to discuss the financial situation and, more generally,<br />
the Group’s financial strategy. In line with the Committee’s opinion, the Board has<br />
no matters to bring to your attention concerning the financial statements submitted<br />
for your approval.<br />
The Strategy Committee met to review issues of importance for the future, notably<br />
the different cooperative manufacturing ventures and the medium/long-term<br />
6<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - SUPERVISORY BOARD REPORT
plan defined by the Managing Board. As every year, the Compensation Committee<br />
finalized the recommended compensation for the Managing Board and submitted<br />
it to the Supervisory Board for approval.<br />
The Supervisory Board examined the Managing Board’s report and has no matters<br />
to bring to your attention concerning it. As regards the resolutions submitted for<br />
your approval, the Board has the following comments:<br />
The proposed dividend amounts to €1.35 per share, an increase of 17.4% from<br />
the previous year. It reflects the 9.8% growth in operating margin. Payout amounts<br />
to 20.7% of consolidated net income, versus 17.6% last year.<br />
Thierry Peugeot was appointed to the Supervisory Board to replace Pierre Peugeot<br />
for the remainder of his term, which runs until the Annual Stockholders’ Meeting<br />
to be called in 2004 to approve the accounts for the year ended December 31,<br />
2003. You are invited to ratify this appointment.<br />
The financial resolutions concern the renewal of authorizations that have expired<br />
and that have been updated with only minor changes. The authorizations to buy<br />
back shares and to reduce issued capital through the cancellation of shares renew<br />
the same authorizations as previously. Their use will depend on market opportunities<br />
and the net financial position of the manufacturing and sales companies.<br />
Concerning the future, the Board shares the Managing Board’s confidence in the Group’s<br />
ability to drive further growth in sales of the two marques and in the Group’s earnings.<br />
In the very short term, the events in the Middle East could have an impact on demand<br />
but no one can measure how much or for how long. The Supervisory Board nevertheless<br />
believes that <strong>PSA</strong> Peugeot Citroën has the products and resources to weather a<br />
temporary downturn in the economy.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - SUPERVISORY BOARD REPORT 7
Managing Board<br />
Report<br />
8<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
10<br />
Growth Strategy<br />
16<br />
Corporate Governance<br />
28<br />
Business Review<br />
60<br />
Corporate Policies<br />
120<br />
96<br />
Management’s Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 9
10<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
12<br />
• One Group, two marques<br />
12<br />
• A long-term vision of the future<br />
13<br />
• Human resources<br />
13<br />
• Sustainable development<br />
14<br />
• Costs, platforms and cooperative ventures<br />
15<br />
• A focus on profitability<br />
15<br />
• Outlook for 2003<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 11
ONE GROUP, TWO MARQUES<br />
<strong>PSA</strong> Peugeot Citroën is building its<br />
development on two strong broadline<br />
marques, each with a global presence and<br />
a clearly defined personality, as part of<br />
coordinated international strategies and<br />
an aligned product plan. The plan<br />
organizes a comprehensive model lineup<br />
for each marque, designed to support the<br />
consistency of each one’s conceptual and<br />
stylistic identity. It also defines a product<br />
launch schedule that ensures the steady<br />
renewal of the Group’s offer in each<br />
market segment.<br />
Both marques enjoy the independence<br />
needed to lead separate and often<br />
competitive strategies in the area of<br />
marketing, sales and, more generally,<br />
customer relations. On the other hand,<br />
the Automobile Division’s technological,<br />
manufacturing, administrative and<br />
financial structures have been combined<br />
into a single unit to create greater<br />
efficiency and economies of scale.<br />
In addition to its core business of making<br />
automobiles, <strong>PSA</strong> Peugeot Citroën is<br />
involved in three other major activities:<br />
financing for the two marques’ dealers<br />
and customers, transportation and<br />
logistics, and the design and manufacture<br />
of automotive components and systems.<br />
Banque <strong>PSA</strong> Finance finances new vehicle<br />
and replacement part inventory for dealers<br />
and offers a comprehensive array of<br />
financing and related services for Peugeot<br />
and Citroën carbuyers. It operates in<br />
thirteen countries, corresponding to the<br />
two marques’ leading markets, and plays<br />
a key role in the Group’s strategic vision.<br />
Gefco is France’s second largest<br />
transportation and logistics company and<br />
ranks among the top ten in Europe. While<br />
continuing its traditional activities of<br />
supplying Group plants and distributing<br />
Peugeot and Citroën cars and replacement<br />
parts, Gefco represents a long-term<br />
growth business for the Group and<br />
is actively expanding its base of other<br />
customers.<br />
<strong>PSA</strong> Peugeot Citroën is also the majority<br />
stockholder of Faurecia, Europe’s second<br />
largest original automotive equipment<br />
manufacturer and a world leader in each<br />
of its businesses: vehicle interiors, exhaust<br />
systems and front-end modules. An<br />
independently managed company, Faurecia<br />
supplies not only the Group but also most<br />
of the world’s leading carmakers.<br />
A LONG-TERM VISION OF THE FUTURE<br />
<strong>PSA</strong> Peugeot Citroën is strategically<br />
focused on driving sustained, long-term<br />
12<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
growth in Europe and around the world,<br />
based on satisfying customers, expanding<br />
the model lines, innovating and achieving<br />
excellence in core automotive technologies,<br />
enhancing employee capabilities,<br />
demonstrating flexibility, and carefully<br />
managing costs.<br />
The Group is firmly engaged in a<br />
sustainable sales dynamic, with the goal<br />
of selling four million vehicles and CKD<br />
units a year by 2006. Sales are expected to<br />
expand both in Western Europe, where<br />
the Group enjoys a considerable margin<br />
for improvement, particularly in countries<br />
where its market share is still below<br />
potential, and in the rest of the world,<br />
notably in Central and Eastern Europe,<br />
Latin America and China.<br />
<strong>PSA</strong> Peugeot Citroën’s strategy is shaped<br />
by the conviction that in an increasingly<br />
segmented and diversified market, a<br />
world-class automobile manufacturer’s<br />
future success depends on the ability to<br />
rapidly design and introduce a wide range<br />
of vehicles to satisfy an increasingly<br />
demanding and diverse customer base.<br />
Today’s customers want cars that are<br />
attractive, efficient, stylish, comfortable,<br />
innovative and fun to drive, and yet allow<br />
them to respond as responsible citizens<br />
to the challenges of road safety, air<br />
pollution, recycling and the quality of<br />
urban life.<br />
The Group is continuously developing<br />
innovative products that significantly<br />
enhance brand image and customer<br />
appeal, while sustaining its leadership<br />
positions in critical automotive<br />
technologies in the areas of environmental<br />
protection, safety and the driving<br />
experience.<br />
Diesel technology is now recognized as<br />
environmentally friendly, thanks in particular<br />
to the Group’s development of highpressure,<br />
direct-injection engines—for<br />
which the HDI engine sets the market<br />
standard—and its launch of the world’s<br />
first particle filter. The range of diesel<br />
engines using these technologies is being<br />
expanded, and recent developments have<br />
confirmed the Group’s leadership in this area.<br />
Based on its unique experience in electric<br />
vehicles, the Group is developing hybrid<br />
vehicle technologies and confirms that a<br />
range of hybrid vehicles will be introduced<br />
in Europe in 2004.<br />
HUMAN RESOURCES<br />
In every host country and at every level of<br />
the organization, the Group’s strategic<br />
vision demands skilled, motivated teams<br />
capable of generating and supporting<br />
sustained growth and international<br />
development. In response, continuous<br />
social dialogue is encouraged with<br />
employee representatives, so that all<br />
employees worldwide have the<br />
opportunity of participating in the<br />
Group’s strategy and financial results, in<br />
particular through profit-sharing systems<br />
and defined contribution retirement plans.<br />
Another priority concerns training to<br />
prepare employees in all countries for the<br />
fast changes in the Group’s business and<br />
markets.<br />
SUSTAINABLE DEVELOPMENT<br />
<strong>PSA</strong> Peugeot Citroën is committed to<br />
manufacturing vehicles whose features<br />
and performance help to safeguard the<br />
environment while delivering the styling,<br />
safety and drivability that customers want.<br />
Group research primarily focuses on<br />
reducing automotive CO2 emissions. Its<br />
findings and their application in series<br />
production are helping to efficiently<br />
attenuate the greenhouse effect.<br />
So that cars can be used safely for<br />
everyone, major programs are underway<br />
to guarantee the active and passive safety<br />
performance that customers deserve from<br />
the Peugeot and Citroën marques.<br />
Another <strong>PSA</strong> Peugeot Citroën commitment<br />
concerns the harmonious interaction of<br />
cars and the urban environment.<br />
11<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 13
As a carmaker, the Group wants to<br />
contribute to the sustainable development<br />
of urban mobility without compromising<br />
either the quality of air or the quality of<br />
life in modern cities.<br />
COSTS, PLATFORMS AND COOPE<strong>RA</strong>TIVE<br />
VENTURES<br />
To help control costs, <strong>PSA</strong> Peugeot Citroën<br />
has deployed an ambitious platform<br />
strategy. Three new platforms introduced<br />
at the end of 2001 serve as the floorplans<br />
for all new vehicles, and common parts<br />
account for 60% of the production cost<br />
of vehicles made on the same platform.<br />
Gradually, each assembly plant in Europe<br />
is being organized around a single<br />
platform, with the exception of the facility<br />
in Vigo, Spain, which is dedicated to high<br />
vehicles. As it helps diversify the model<br />
portfolio, this strategy is also substantially<br />
reducing development costs, shortening<br />
time-to-market cycles and cutting process<br />
engineering outlays, production costs, and<br />
purchasing prices for parts and systems.<br />
In particular, it is now allowing the Group<br />
to control R&D budgets and stabilize<br />
capital expenditure, while shortening new<br />
model development cycles. In 2006, 90%<br />
of all models will be produced on the<br />
three new platforms.<br />
To speed growth and reduce costs beyond<br />
what is being done internally with the<br />
platforms, the Group implements strategic<br />
cooperation agreements involving specific,<br />
ongoing programs to share, with other<br />
independent carmakers, the development<br />
and production of components for which<br />
scale economies make sense. In this area,<br />
<strong>PSA</strong> Peugeot Citroën has for decades<br />
demonstrated an ability to forge<br />
technological and manufacturing<br />
agreements that respect each partner’s<br />
personality and independence. It has<br />
worked with Renault on V6 engines and<br />
automatic transmissions for roughly 30<br />
years, with Fiat on MPVs and light<br />
commercial vehicles for some 20 years and<br />
with the Ford Motor Company on diesel<br />
engines since 1998. The Ford alliance will<br />
enable <strong>PSA</strong> Peugeot Citroën to become<br />
the world’s leading manufacturer of diesel<br />
engines by 2004 and to benefit from<br />
related economies of scale.<br />
After the 2001 agreement with Toyota to<br />
develop and manufacture entry-level<br />
vehicles in a jointly-owned plant in the<br />
Czech Republic, a new cooperative<br />
venture was formed with BMW in 2002<br />
to jointly develop and produce a new<br />
family of small diesel engines, which will<br />
equip cars made by both partners.<br />
These agreements let the partners share<br />
development costs and pool skills and<br />
14<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
resources, thereby generating the scale<br />
economies a carmaker needs to be<br />
competitive. For <strong>PSA</strong> Peugeot Citroën, this<br />
type of alliance, in which each partner<br />
remains independent, is the best way to<br />
respond to the challenges and opportunities<br />
offered by market globalization and<br />
changing customer expectations.<br />
A FOCUS ON PROFITABILITY<br />
Return on capital employed has been<br />
selected as the relevant indicator for<br />
measuring the efficiency of manufacturing<br />
and marketing operations. Regardless of<br />
business conditions, the Group is<br />
committed to achieving an after-tax return<br />
on capital employed of at least 8.5%. This<br />
covers the cost of capital employed and<br />
corresponds to a 3% operating margin in<br />
the Automobile Division.<br />
remain flat or to contract by a slight 2%.<br />
Based on this projection, the Group is<br />
aiming to sustain its expansion in 2003,<br />
selling 3,350,000 cars worldwide, thanks<br />
to the growing sales of existing lines and<br />
the launch of several new models.<br />
The Automobile Division operating margin<br />
is targeted at between 5% and 5.2%<br />
of sales, and the consolidated operating<br />
margin at between €3.0 billion and<br />
€3.1 billion.<br />
However, the Group’s goal is to report an<br />
after-tax return of at least 13.5%,<br />
corresponding to a 6% operating margin<br />
in the Automobile Division.<br />
OUTLOOK FOR 2003<br />
Early 2003 has been shaped by serious<br />
geopolitical and economic uncertainty.<br />
Assuming that this uncertainty does not<br />
lead to a serious recession, the Group<br />
expects the European automobile market to<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 15
16<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Corporate<br />
Governance<br />
18<br />
21<br />
22<br />
• The Supervisory Board<br />
• Executive Management<br />
• Auditors<br />
23<br />
• Investor Relations<br />
25<br />
• Annual Stockholders’ Meeting of May 28, 2003<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 17
C orporate Governance<br />
Since 1972, Peugeot S.A. has been governed by a two-tier management structure, comprising<br />
a Managing Board, responsible for strategic and operational management, and a Supervisory<br />
Board, responsible for oversight and control. This separation is especially effective in addressing<br />
the concern for a balance of power between the executive and oversight functions, as<br />
reflected in the principles of good corporate governance.<br />
THE SUPERVISORY BOARD<br />
The Supervisory Board has twelve members<br />
plus two non-voting advisors, all of whom<br />
are elected by stockholders for six-year<br />
terms. The other functions exercised by<br />
Supervisory Board members and advisors<br />
are listed in the Appendices to the<br />
Managing Board Report, as well as the<br />
dates when they were elected and when<br />
their terms on the Board end.<br />
The Supervisory Board believes that its<br />
membership appropriately reflects the<br />
percentage of capital held by the<br />
Company’s main stockholder, the Peugeot<br />
family. The Board comprises three family<br />
members, Thierry Peugeot, Jean-Philippe<br />
Peugeot and Marie-Hélène Roncoroni, and<br />
two relatives, Pierre Banzet and Marc Friedel.<br />
Jean-Louis Dumas, Jean-Louis Masurel and<br />
Joseph F. Toot, Jr. have no ties with the<br />
Company, its Group or its management<br />
and contribute their international financial<br />
experience to the Board’s deliberations.<br />
Jean Boillot was Chairman of Automobiles<br />
Peugeot until 1990 and has since<br />
contributed to the Board his experience in<br />
automotive manufacturing and marketing.<br />
François Michelin, former legal manager<br />
of Compagnie Générale des Etablissements<br />
Michelin, contributes his experience in<br />
expansion in the global marketplace.<br />
Ernest-Antoine Seillière de Laborde,<br />
Chairman of Wendel Investissements,<br />
contributes his in-depth knowledge of<br />
manufacturing. Wendel is a major<br />
stockholder of Valeo, an automotive<br />
equipment manufacturer. Jean-Paul Parayre,<br />
former Chairman of the Peugeot S.A.<br />
Managing Board and Chairman of Vallourec,<br />
contributes his knowledge of cars and the<br />
Group’s operations.<br />
No member of the Board exercises any<br />
senior executive responsibilities or is a<br />
salaried employee of a Group company.<br />
• Board deliberations in 2002<br />
The Supervisory Board met five times in<br />
2002. Four meetings were devoted mainly<br />
to reviewing the Managing Board’s<br />
quarterly reports on the operations and<br />
results of the Group’s businesses,<br />
examining the consolidated and compagny<br />
financial statements, preparing the Annual<br />
Stockholders’ Meeting, discussing strategic<br />
transactions and authorizing commitments.<br />
The fifth meeting was held on December<br />
19 following the death of the Board’s<br />
Chairman, Pierre Peugeot. At the<br />
meeting, Thierry Peugeot was appointed<br />
to the Board and elected Chairman. In<br />
addition, Jean-Philippe Peugeot was<br />
appointed Vice Chairman of the Board,<br />
alongside Jean Boillot, and Chairman of<br />
the Strategy Committee, while the<br />
membership of all the Board committees<br />
was confirmed.<br />
18<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
FOCUS: THIERRY <strong>PEUGEOT</strong><br />
Born on August 19, 1957, Thierry Peugeot is the oldest son of Pierre Peugeot. After working in the<br />
United States, he joined <strong>PSA</strong> Peugeot Citroën, where he successively served as regional South East<br />
Asia manager for Peugeot, Managing Director of Peugeot do Brasil, Managing Director of SLICA<br />
(Peugeot’s primary marketing company in France), Vice President, Citroën Large International Accounts,<br />
and Vice-President, Citroën Services and Spare Parts. His career has been shaped by extensive<br />
international experience, focused on the product, on sales and marketing, and on an in-depth<br />
understanding of the Peugeot and Citroën marques.<br />
Since his appointment to the Supervisory Board, Mr. Peugeot has relinquished all operational<br />
responsibilities in the Group.<br />
• Board procedures<br />
At its meeting on April 15, 2003 the<br />
Supervisory Board adopted internal rules<br />
setting out its stewardship responsibilities.<br />
The Supervisory Board is responsible for<br />
reviewing the Managing Board’s quarterly<br />
reports, as well as the annual financial<br />
statements of the Company and the Group<br />
and the Managing Board’s report to the<br />
Annual Stockholders’ Meeting. The internal<br />
rules also stipulate that the Supervisory<br />
Board is required to authorize, in advance,<br />
the following actions by the Managing Board<br />
as provided for in Article 9 of the bylaws:<br />
• Stockholder-approved share issues<br />
(whether paid up in cash or by capitalizing<br />
retained earnings) and capital reductions.<br />
• Stockholder-approved issues of ordinary<br />
or convertible bonds.<br />
• The drafting of any merger agreements<br />
or agreements for the sale of a business.<br />
• The signature or termination of any<br />
manufacturing and sales agreements<br />
representing a future commitment for<br />
Peugeot S.A., with companies whose<br />
corporate purpose is similar or related to<br />
that of Peugeot S.A., and generally the<br />
execution of any major transaction which<br />
substantially alters the business or financial<br />
structure of the Company or the Group.<br />
Certain other actions exceeding financial<br />
limits set by the Supervisory Board may<br />
be carried out only with the unanimous<br />
backing of all the members of the Managing<br />
Board or, failing that, with the prior<br />
authorization of the Supervisory Board.<br />
These include the purchase or sale for cash<br />
or for shares of any building and business<br />
rights used by Peugeot S.A., involving an<br />
amount in excess of €50 million, the<br />
purchase or sale of any equity interest in<br />
any other company directly or indirectly<br />
representing an immediate or deferred<br />
investment, expense, credit guarantee or<br />
seller's warranty involving an amount in<br />
excess of €50 million, and any borrowings<br />
by Peugeot S.A. other than in the form of<br />
bonds, involving an amount in excess of<br />
€100 million.<br />
The internal rules describe the information<br />
to be made available to the Supervisory<br />
Board, the process to be followed to<br />
determine the issues to be discussed at<br />
Supervisory Board meetings, the terms of<br />
reference of each Board committee as well<br />
as the obligations of Supervisory Board<br />
members, especially those arising from<br />
their constant access to insider information.<br />
• Supervisory Board committees<br />
The Supervisory Board has created three<br />
specialized committees: the Strategy<br />
Committee, the Compensation and<br />
Appointments Committee and the<br />
Finance Committee.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 19
C orporate Governance<br />
Created in 1998, the Strategy Committee<br />
had seven members at year-end 2002:<br />
Jean-Philippe Peugeot (Chairman), Jean<br />
Boillot, Jean-Louis Dumas, François Michelin,<br />
Jean-Paul Parayre, Thierry Peugeot and<br />
Ernest-Antoine Seillière de Laborde. It deals<br />
with issues relating to the Group’s long-term<br />
future and its major strategic orientations.<br />
It issues opinions and makes proposals<br />
and recommendations to the Supervisory<br />
Board to prepare for the review of strategic<br />
projects, while tracking significant<br />
transactions already underway. In particular,<br />
the Strategy Committee meets whenever<br />
a project likely to engage the Company’s<br />
future or to substantially modify the scope<br />
of business or financial structure of the<br />
Company or the Group is submitted to the<br />
Board’s prior approval.<br />
The Strategy Committee met twice in<br />
2002, when in particular, it reviewed the<br />
operation of the Group’s cooperative<br />
ventures with other carmakers, as well<br />
as the medium-term outlook for the<br />
Automobile Division.<br />
The Compensation and Appointments<br />
Committee. Created in 1998, the<br />
Compensation Committee’s duties were<br />
broadened on February 11, 2003 to include<br />
preparing the Board’s decisions concerning<br />
the appointment of new members and<br />
members of the Managing Board. At yearend,<br />
it comprised Thierry Peugeot<br />
(Chairman), François Michelin and Ernest-<br />
Antoine Seillière de Laborde.<br />
The committee makes recommendations<br />
to the Board concerning compensation for<br />
members of the Managing Board, the<br />
Supervisory Board and the Board<br />
committees, as well as the grant of any<br />
stock options to members of the<br />
Managing Board. It also prepares the<br />
procedure for selecting members of the<br />
Supervisory Board and Managing Board,<br />
determining the criteria to be used and<br />
recommending people for appointment<br />
or renewal. The Committee met once in<br />
2002 and again in February 2003 to<br />
prepare Supervisory Board decisions<br />
concerning the determination of fixed<br />
salaries and bonuses for members of the<br />
Managing Board.<br />
The Finance Committee, set up in 2002,<br />
has three members: Marc Friedel (Chairman),<br />
Jean-Louis Masurel and Marie-Hélène<br />
Roncoroni. It is responsible for informing<br />
the Board of its opinion on the parent<br />
company and consolidated accounts of<br />
Peugeot S.A. during the presentation of<br />
the interim and annual financial statements.<br />
It may be requested to review any project<br />
requiring prior approval by the Board,<br />
particularly in the case of corporate actions.<br />
The finance committee met for the first<br />
time on December 9 to examine the Group’s<br />
entire financing strategy and its financial<br />
management organization. It also met on<br />
February 4, 2003 to examine the procedures<br />
for closing the Group’s 2002 accounts<br />
before their presentation to the Supervisory<br />
Board on February 11, and again on April<br />
3, 2003 to review, among other issues, the<br />
Group’s current control procedures.<br />
• Compensation of Supervisory Board<br />
members<br />
Supervisory Board members and advisors<br />
are paid annual attendance fees in an<br />
20<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
aggregate amount of €192,500 a year,<br />
distributed equally. The Chairman, Vice-<br />
Chairmen and Committee members also<br />
receive additional compensation voted by<br />
the Board under regulated agreements<br />
between directors. The amount paid to<br />
individual Board members and advisors<br />
is disclosed in the Appendices to the<br />
Managing Board Report.<br />
EXECUTIVE MANAGEMENT<br />
The Peugeot S.A. Managing Board has<br />
three members: Jean-Martin Folz, Chairman;<br />
Frédéric Saint-Geours, Chief Executive<br />
Officer of Automobiles Peugeot; and<br />
Claude Satinet, Chief Executive Officer of<br />
Automobiles Citroën.<br />
The nine-member Executive Committee is<br />
responsible for the executive management<br />
of the <strong>PSA</strong> Peugeot Citroën Group. At<br />
January 1, 2003, the Executive Committee<br />
was made up of the three members of the<br />
Managing Board, plus Yann Delabrière<br />
(Finance, Control and Performance), Gilles<br />
Michel (Platforms, Technical Affairs and<br />
Purchasing), Jean-Marc Nicolle (Group<br />
Strategy and Products), Robert Peugeot<br />
(Innovation and Quality), Roland Vardanega<br />
(Manufacturing and Components) and<br />
Jean-Luc Vergne (Employee Relations and<br />
Human Resources). It is supported by a Senior<br />
Management team, whose four members<br />
report directly to the Chairman of the<br />
Managing Board. They are Xavier Fels (External<br />
Relations), Jean-Louis Grégoire (Executive<br />
Development), Jean-Claude Hanus<br />
(Legal Affairs) and Liliane Lacourt<br />
(Corporate Communications).<br />
The Executive Committee and the Senior<br />
Management team meet on a weekly basis<br />
to discuss issues concerning the day-today<br />
management of the Group and the<br />
Automobile Division. Specific committees<br />
have been set up for each of the other<br />
businesses, which meet once a month to<br />
discuss issues related to the management<br />
of the business concerned.<br />
The day-to-day management of the<br />
Group is the responsibility of the Vice<br />
Presidents Committee made up of<br />
senior line executives. As of March 1,<br />
2003, the Vice Presidents Committee<br />
comprised 52 senior executives, as well as<br />
the members of the Executive Committee<br />
and the Senior Management team. It<br />
meets on a monthly basis.<br />
• Executive compensation<br />
The compensation paid to members of<br />
the Executive Committee, the Senior<br />
Management team and the Vice Presidents<br />
Committee is determined on a similar basis<br />
to that of all Group managers. It includes<br />
both a fixed salary and a variable bonus,<br />
based on the achievement of personal<br />
objectives and the Group’s operating<br />
margin and quality targets for the year.<br />
The operating margin target corresponds<br />
to the figure publicly announced at the<br />
beginning of each year. The target was<br />
€2.9 billion for 2002 and has been set at<br />
€3.1 billion for 2003.<br />
In 2002, the members of the Managing board<br />
were paid the following compensation:<br />
• Jean-Martin Folz: €1,904,765, of which<br />
53.74% as bonus.<br />
• Frédéric Saint-Geours: €810,825, of<br />
which 43.74% as bonus.<br />
• Claude Satinet: €809,825, of which<br />
43.76% as bonus.<br />
Aggregate compensation awarded to the<br />
members of the Executive Committee and<br />
the Senior Management team for 2002<br />
amounted to €7.8 million, of which the<br />
variable bonus accounted for 40%. The<br />
variable compensation awarded to members<br />
of the Vice Presidents Committee serving<br />
as of December 31, 2002 amounted to 28%<br />
of the total.<br />
• Stock options<br />
In 1999, 2000, 2001 and 2002, the members<br />
of the Managing Board, the Executive<br />
Committee, the Senior Management team<br />
and the Vice Presidents Committee were<br />
granted options to purchase existing<br />
shares of Peugeot S.A. stock, in accordance<br />
with the general principles underlying the<br />
four plans.<br />
The Managing Board, in full agreement<br />
with the Supervisory Board and in<br />
compliance with stockholder-approved<br />
limits, decided that starting in 2002, the<br />
benchmark price for options to purchase<br />
existing shares granted in a given year to<br />
executives or employees of the Company<br />
or related companies would be equal to<br />
the average of the opening share price<br />
during the 20 trading days following<br />
the publication of the Group’s first-half<br />
consolidated earnings, without any discount.<br />
On August 20, 2002, the Managing Board<br />
used the authorization granted by the<br />
Annual Stockholders’ Meeting of May 15,<br />
2002 to issue 860,100 options to purchase<br />
existing shares of Peugeot S.A. stock for<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 21
C orporate Governance<br />
€46.28 per share. Under this plan, the<br />
Supervisory Board granted 126,000 stock<br />
options to members of the Managing Board,<br />
as follows: Jean-Martin Folz 60,000 options,<br />
Frédéric Saint-Geours 33,000 options and<br />
Claude Satinet 33,000 options.<br />
As of December 31, 2002, members of the<br />
Managing Board, the Executive Committee<br />
and the Senior Management team held<br />
1,085,000 of the 2,830,800 options<br />
outstanding at that date.<br />
Details of stock option plans in effect at<br />
December 31, 2002, the aggregate number<br />
of options granted to the eleven employees<br />
other than corporate officers receiving the<br />
largest number of stock options under the<br />
2002 plan, and the number of options<br />
exercised in 2002 are presented in the<br />
Appendices to the Managing Board Report.<br />
Faurecia grants its own stock options. In<br />
2003, at its meeting to review the resolutions<br />
to be submitted to stockholder approval<br />
at the annual meeting, the Board of<br />
Directors agreed on the principle of<br />
eventually deciding to grant options to<br />
purchase new or existing shares of company<br />
stock. It also decided to no longer offer a<br />
discount to the average share price used<br />
to determine option prices.<br />
AUDITORS<br />
In accordance with French company law,<br />
the financial statements of Peugeot S.A.<br />
and the consolidated financial statements<br />
are audited by two firms of auditors. The<br />
two firms jointly audit all of the accounts<br />
and examine the processes used to prepare<br />
the financial statements, as well as the<br />
Group's internal control processes and<br />
procedures. The two statutory auditors,<br />
Coopers & Lybrand Audit SARL, member<br />
of PricewaterhouseCoopers, and Constantin<br />
Associés, member of Constantin, were<br />
appointed by stockholders at the Annual<br />
Meeting on June 2,1999, based on the<br />
recommendation of the Managing Board.<br />
The choice of auditors was made after an<br />
open bidding process. Their appointment<br />
expires at the Annual Stockholders’ Meeting<br />
to be called to approve the 2004 financial<br />
statements.<br />
Through the members of their networks<br />
in all the countries where the Group<br />
operates, PricewaterhouseCoopers and<br />
Constantin act as contractual auditors of all<br />
the Group’s fully consolidated subsidiaries,<br />
with the exception of the companies in the<br />
Faurecia sub-group. They therefore have<br />
access to the information required to audit<br />
the consolidated financial statements of the<br />
<strong>PSA</strong> Peugeot Citroën Group.<br />
The auditors of Faurecia, which is listed on<br />
the Euronext Paris market, are appointed by<br />
the Annual Meeting of Faurecia stockholders.<br />
The two firms of auditors, Coopers & Lybrand<br />
Audit, member of PricewaterhouseCoopers,<br />
and Ernst & Young Audit, member of Ernst<br />
& Young, were appointed by stockholders<br />
at the Annual Meeting on June 1, 2001,<br />
for a period expiring at the Annual<br />
Meeting to be called to approve the 2006<br />
accounts.<br />
The auditors of cooperative ventures set<br />
up with other automakers, which are<br />
accounted for by the equity method, are<br />
appointed by the venture partners.<br />
Following the internal reorganization of<br />
PricewaterhouseCoopers, Pricewaterhouse<br />
Coopers Audit will replace Coopers &<br />
Lybrand Audit for the remainder of its term.<br />
The total fees paid to the auditors in respect<br />
of 2002 amounted to €11.6 million,<br />
including €9.5 million for Pricewaterhouse<br />
Coopers, €1.1 million for Ernst & Young<br />
and €0.9 million for Constantin. In addition,<br />
members of the PricewaterhouseCoopers<br />
22<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
network and the Ernst & Young network<br />
were paid €1.6 million and €0.5 million<br />
respectively for non-audit services,<br />
consisting mainly of legal and tax advice.<br />
INVESTOR RELATIONS<br />
• Stockholder Information<br />
<strong>PSA</strong> Peugeot Citroën is committed to<br />
providing clear, regular information to all<br />
individual and institutional stockholders,<br />
in France and abroad. It is constantly<br />
improving the effectiveness of all aspects<br />
of the investor relations process, including<br />
stockholder publications, other sources of<br />
investor information, and investor meetings<br />
and special events.<br />
All stockholders have access to the<br />
following sources of information:<br />
• The Annual Report, available in French<br />
and English.<br />
• The Interim Report, also available in<br />
French and English.<br />
• Press releases and financial notices.<br />
• The Stockholders’ Newsletter.<br />
• The Stockholders’ Guide.<br />
All of these publications are available online<br />
at www.psa-peugeot-citroen.com, which<br />
also displays the Peugeot S.A. share price<br />
in real time.<br />
To forge and maintain effective relations<br />
with investors, <strong>PSA</strong> Peugeot Citroën<br />
organizes a growing number of events for<br />
its stockholders and the entire financial<br />
community. Three major meetings are<br />
held for the presentation of interim<br />
earnings, the presentation of annual<br />
earnings and the Annual Stockholders’<br />
Meeting. In addition, the Group regularly<br />
interacts with investors by inviting them<br />
to meetings or plant visits in Europe, the<br />
United States and Asia, and invites financial<br />
analysts to theme meetings to help<br />
improve their understanding of its business<br />
operations. The Group also participates in<br />
industry presentations by financial<br />
institutions active in the capital markets.<br />
Stockholders wishing to receive financial<br />
information on a regular basis may register<br />
at Company headquarters:<br />
Peugeot S.A. – Investor Relations<br />
75 avenue de la Grande Armée - 75116 Paris<br />
Phone: +33 (0) 1 40 66 37 60<br />
Fax: +33 (0) 1 40 66 51 99<br />
E-mail:communication.financiere@psa.fr<br />
• Share buyback programs<br />
<strong>PSA</strong> Peugeot Citroën believes buying back<br />
its own shares represents an attractive<br />
investment opportunity for both itself and<br />
its stockholders until such time as its<br />
strategic objectives are fully reflected in<br />
the share price. In addition, the Group has<br />
enough recurring cash flow from operations<br />
and cash holdings to carry out the<br />
buybacks while maintaining its capital<br />
expenditure commitment at €3 billion a<br />
year, in order to rapidly renew and extend<br />
its model lineups and support expansion<br />
in the global marketplace.<br />
As a result, the share buyback program<br />
launched in 1999 was pursued in 2002,<br />
when a net total of 12,231,422 Peugeot S.A.<br />
shares were bought back, at an average<br />
price of €45.42, under authorizations<br />
granted at the Annual Stockholders’<br />
Meetings on May 16, 2001 (seventh<br />
resolution) and May 15, 2002 (seventh<br />
resolution).<br />
At December 31, 2002, Peugeot S.A. held<br />
15,208,709 shares of its own stock in<br />
treasury, of which 2,783,200 were<br />
allocated to stock option plans.<br />
• Capital Structure and Ownership<br />
The Company’s capital stock amounted<br />
to €259,109,146 at December 31, 2002,<br />
represented by 259,109,146 shares with a<br />
par value of €1.00 each. These figures<br />
were unchanged from the previous year.<br />
The interests held by the main stockholders<br />
identified by the Company are presented<br />
in the “Ownership Structure” table in the<br />
section entitled “Information About the<br />
Company’s Capital” in the Appendices to<br />
the Managing Board Report.<br />
In addition to the impact of the share<br />
cancellations on the percentage of voting<br />
rights held by each stockholder, these<br />
interests changed in 2002 when Société<br />
Générale reduced its interest to 0.92% of<br />
shares outstanding, corresponding to<br />
1.08% of the voting rights, from 3.13%<br />
of shares outstanding and 4.22% of the<br />
voting rights at December 31, 2001.<br />
The bylaws of Peugeot S.A. stipulate that<br />
any stockholder that acquires or raises its<br />
interest to 2% of the Company’s capital<br />
or raises or reduces its interest by any<br />
multiple of 1% in excess of the 2% threshold<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 23
C orporate Governance<br />
THE <strong>PEUGEOT</strong> S.A. SHARE<br />
The Peugeot S.A. share declined 18.62% in 2002, ending the year at €38.86 versus €47.75 on December 28, 2001. This compared with<br />
a 33.75% drop in the benchmark CAC 40 index and a 29.62% decline in the Dow Jones Euro Stoxx Auto index over the same period.<br />
2002 PRICE PERFORMANCE OF THE <strong>PEUGEOT</strong> S.A. SHARE VERSUS THE CAC 40 INDEX AND THE DJ EURO STOXX AUTO INDEX (in euros, base 100)<br />
2002 2003<br />
Source : Euronext<br />
MONTHLY HIGH AND LOW PRICES OF THE <strong>PEUGEOT</strong> S.A. SHARE OVER FIVE YEARS (in euros)<br />
1998 1999 2000 2001 2002 2003<br />
Source : Euronext<br />
AGENDA<br />
April 24, 2003<br />
May 28, 2003<br />
June 4, 2003<br />
July 24, 2003<br />
October 22, 2003<br />
First-quarter 2003 sales released<br />
Annual Stockholders’ Meeting<br />
2002 dividend paid<br />
Interim sales and earnings released<br />
Nine-month sales released<br />
24<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
is required to notify the Company. In the<br />
case of non-disclosure, at the request of<br />
one or several stockholders together<br />
holding at least 5% of the capital, the<br />
undisclosed shares will be stripped of<br />
voting rights for a period of two years from<br />
the date on which the omission is remedied.<br />
There are no other bylaw clauses limiting<br />
voting rights.<br />
• Voting rights at Annual Meetings<br />
Each share carries one vote that may be<br />
cast at the Annual Stockholders’ Meeting.<br />
However, fully paid-up shares registered in<br />
the name of the same stockholder for at<br />
least four years carry double voting rights.<br />
The double voting rights system was<br />
maintained following the 1972 change in<br />
Peugeot S.A.’s governance structure, with<br />
double rights attached to shares held for<br />
at least two years. This period was<br />
increased to four years at an Extraordinary<br />
Stockholders’ Meeting on June 29, 1987.<br />
As of December 31, 2002, the 259,109,146<br />
outstanding Peugeot S.A. shares represented<br />
a total of 313,211,826 voting rights.<br />
Note that Peugeot S.A. shares held in<br />
treasury do not carry voting rights.<br />
ANNUAL STOCKHOLDERS’ MEETING<br />
OF MAY 28, 2003<br />
• Income appropriation<br />
In light of the consolidated results for 2002<br />
and the targets set for 2003, the Managing<br />
Board has again recommended an increase<br />
in the dividend, to €1.35 per share before<br />
tax credit, compared with €1.15 per share<br />
last year. Including the tax credit, the 2002<br />
amount represents total revenue of €2.025.<br />
Based on the number of shares outstanding<br />
at December 31, 2002, the 2002 dividend<br />
will total €350 million, for a payout ratio<br />
of 20.7% of consolidated net income.<br />
In compliance with article 47 of the Law<br />
of July 12, 1965, dividends paid in the last<br />
three years were as follows:<br />
• Financial authorizations<br />
At the Annual Stockholders’ Meeting,<br />
the Managing Board will seek six financial<br />
authorizations.<br />
The first, granted in the eighth resolution,<br />
concerns an authorization to buy back up<br />
to 25,000,000 Peugeot S.A. shares, or<br />
nearly 10% of total Peugeot S.A. shares<br />
outstanding. The Group intends to use<br />
the authorization to take advantage of price<br />
opportunities to buy back shares, within<br />
the specified limits and while maintaining<br />
control over its net financial position.<br />
The next three authorizations, granted in<br />
the ninth, tenth and eleventh resolutions,<br />
renew existing authorizations to issue new<br />
shares and securities conferring a right to<br />
acquire equity, with or without pre-emptive<br />
subscription rights, and, if necessary, while<br />
a public offer to acquire or exchange the<br />
Company’s shares is in progress. The shares<br />
issued under these authorizations may not<br />
have the effect of increasing the Company’s<br />
capital stock to more than a nominal<br />
€400,000,000, compared with a current<br />
€259,109,146.<br />
The fifth authorization, granted in<br />
the twelfth resolution, is submitted<br />
in compliance with the Employee<br />
Savings Act of February 19, 2001,<br />
as extended by the Social Modernization<br />
Act of January 2002, which requires limitedliability<br />
companies to authorize an<br />
employee share issue.<br />
1999 2000 2001<br />
Number of shares 273,056,760 282,559,146 255,409,004<br />
Dividend before tax credit 0.45 € 0.83 € 1.15 €<br />
Tax credit 0.23 € 0.42 € 0.58 €<br />
Total revenue per share 0.68 € 1.25 € 1.73 €<br />
The Managing Board recommends that<br />
stockholders vote against this resolution.<br />
The last authorization, granted in the<br />
thirteenth resolution, authorizes the<br />
Managing Board to cancel shares held<br />
in treasury, representing up to 10% of<br />
total Peugeot S.A. shares outstanding<br />
per 24-month period. Ultimately, the<br />
Company intends to cancel almost all of<br />
the shares acquired.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 25
C orporate Governance<br />
C ORPO<strong>RA</strong>TE ETHICS<br />
In March 2003, <strong>PSA</strong> Peugeot Citroën adopted a Code of Ethics defining<br />
standards of conduct and behavior that have always guided its executives<br />
with the support of all employees. An Ethics Delegate has also been appointed.<br />
CODE OF ETHICS<br />
<strong>PSA</strong> Peugeot Citroën has built its business on<br />
the basis of values and standards of conduct<br />
and behavior applied by senior management<br />
and employees. They form the foundation of<br />
the trustworthy relationships that the Group<br />
nurtures with its customers, suppliers and<br />
stockholders, and that employees foster<br />
among themselves.<br />
The purpose of this Code of Ethics is to formally<br />
express these important shared values and<br />
standards, so that everyone can refer to them<br />
and comply with them in all circumstances.<br />
The Code of Ethics is not an exhaustive set of<br />
rules. But when combined with each person’s<br />
sense of responsibility and accountability, it<br />
provides a useful framework for every member<br />
of the corporate community and for all the<br />
Group’s partners.<br />
STANDARDS OF CONDUCT<br />
Compliance with the law<br />
In every aspect of their operations,<br />
<strong>PSA</strong> Peugeot Citroën member companies<br />
comply with applicable laws and regulations in<br />
the countries where they do business. They<br />
adhere to the international conventions of the<br />
International Labor Organization, notably those<br />
concerning worker rights, the abolition of<br />
forced labor and the elimination of child labor.<br />
They also observe international conventions<br />
against corruption of public officials.<br />
Honesty and transparency<br />
Group companies are fair and honest in their<br />
dealings with customers and suppliers, in<br />
a commitment to fostering sustainable,<br />
trustworthy relationships.<br />
<strong>PSA</strong> Peugeot Citroën provides stockholders<br />
with comprehensive, transparent information<br />
and gives a fair presentation of its business<br />
operations in its financial statements.<br />
Compliance with occupational health and<br />
safety rules<br />
<strong>PSA</strong> Peugeot Citroën member companies are<br />
committed to implementing active policies to<br />
prevent health and safety risks in the<br />
workplace and to monitoring their consistant<br />
application. They require that subcontractors<br />
working on their premises pay the same<br />
careful attention to these issues.<br />
Respect for worker rights<br />
<strong>PSA</strong> Peugeot Citroën member companies<br />
ensure that worker rights are respected. They<br />
26<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
do not engage in discriminatory hiring or<br />
work practices of any kind. All employees<br />
are treated with dignity, and their privacy is<br />
always respected.<br />
Group companies pursue an active social<br />
dialogue with employee representatives and<br />
recognize the independence of labor unions<br />
and the right for more than one union to be<br />
represented.<br />
Environmental stewardship<br />
<strong>PSA</strong> Peugeot Citroën is engaged in a<br />
continuous process of improving its production<br />
facilities to make them safer for the<br />
environment. Performance is constantly<br />
monitored using reliable control systems.<br />
The Group is especially careful to ensure that<br />
its vehicles conform to the highest<br />
environmental standards, regardless of the<br />
country concerned, and is committed to<br />
developing and promoting innovative,<br />
technological solutions to enhance the ability<br />
to meet these standards.<br />
STANDARDS OF BEHAVIOR<br />
Employees of <strong>PSA</strong> Peugeot Citroën member<br />
companies perform their jobs with integrity<br />
and honesty in order to preserve trustworthy<br />
relationships with all the Group’s partners and<br />
to foster a sense of mutual support and unity<br />
among employees.<br />
Professional commitment<br />
Employees perform their jobs to the best of<br />
their ability and effectively help everyone<br />
comply with the Group’s standards of conduct<br />
in a spirit of mutual support.<br />
Protection of company property –<br />
Confidentiality<br />
Employees of <strong>PSA</strong> Peugeot Citroën member<br />
companies must not divulge confidential<br />
business information to outsiders or to other<br />
Group employees who are not authorized to<br />
have such information. Employees refrain from<br />
directly or indirectly using privileged information<br />
obtained in their jobs for personal gain.<br />
CONFLICTS OF INTERESTS<br />
Employees avoid any situation of conflict<br />
between the Group’s interests and the interests<br />
of themselves or their families or friends.<br />
In particular, employees refuse to acquire a<br />
financial interest in a supplier or customer,<br />
except in the case of listed shares purchased<br />
as part of the management of a securities<br />
portfolio, in compliance with rules against<br />
insider trading.<br />
Relations with customers and suppliers<br />
Employees act with integrity and honesty in<br />
their dealings with customers and suppliers,<br />
refraining from directly or indirectly soliciting<br />
gifts and refusing to accept gifts of any<br />
significant value.<br />
Political activities<br />
The Group does not contribute to any<br />
political parties.<br />
Employees exercising political activities do so<br />
on a personal basis, outside of working hours<br />
and not on Group premises, and without<br />
mentioning that they work for the Group.<br />
Should an employee have any difficulty in<br />
interpreting these standards of conduct and<br />
behavior, or have any doubts about how they<br />
are to be applied in a given situation, they<br />
should contact their manager or the Ethics<br />
Delegate appointed by the Managing Board.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 27
28<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Business<br />
Review<br />
30<br />
34<br />
44<br />
48<br />
52<br />
56<br />
Operating Highlights<br />
The Automobile Division<br />
Finance Companies<br />
Transportation and Logistics<br />
Automotive Equipment<br />
Other Businesses<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 29
Operating Highlights<br />
30<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
February<br />
2002<br />
March<br />
2002<br />
20 millionth engine rolls off the<br />
Trémery line<br />
Since August 1979, the plant in Eastern<br />
France has produced 14,000,300 diesel<br />
engines and 5,999,700 gasoline engines.<br />
Market launch of<br />
the Peugeot 206 SW<br />
Designed to appeal to a young<br />
clientele, the Peugeot 206 SW<br />
combines the compactness of a city<br />
sedan and the charm and appeal of<br />
the 206.<br />
March<br />
2002<br />
Inauguration of the new engine plant<br />
in Porto Real, Brazil<br />
The plant, located in the Porto Real<br />
production center, has begun<br />
manufacturing the 1.6-liter 16V gasoline<br />
engine, the Group’s latest generation<br />
powerplant, introduced in 2001.<br />
February<br />
2002<br />
April<br />
2002<br />
Market launch of<br />
the Peugeot 307 SW<br />
The 307 SW offers unrivalled modularity<br />
and a new approach to automobile<br />
interiors, with a panoramic glass roof,<br />
while retaining the style, road handling<br />
and driving pleasure of a sedan.<br />
Market launch of<br />
the Citroën C3<br />
The new C3’s strong, original<br />
personality and elegant styling drives<br />
strong sales in the months following<br />
its market introduction.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 25 31
Operating Highlights<br />
April 10,<br />
2002<br />
June 27,<br />
2002<br />
Cornerstone laid on joint<br />
<strong>PSA</strong> Peugeot Citroën/Toyota<br />
plant in the Czech Republic<br />
Located in Kolin, the new Toyota Peugeot<br />
Citroën Automobile Czech (TPCA) plant<br />
will be able to produce 300,000 cars<br />
a year based on the same platform.<br />
Beginning in 2005, it will manufacture<br />
three Peugeot, Citroën<br />
and Toyota compacts and employ some<br />
3,000 people.<br />
June<br />
2002<br />
Cornerstone laid on the future<br />
<strong>PSA</strong> Peugeot Citroën Design Center<br />
Located on the grounds of the<br />
Group’s engineering center in<br />
Vélizy, south of Paris, the new<br />
facility will be a creative incubator,<br />
where, beginning in 2004, 800<br />
people will be creating future<br />
Peugeot and Citroën models.<br />
Citroën Elysée introduced in China<br />
The locally designed notchback<br />
has enjoyed strong sales since launch<br />
and is now positioned as the marque’s<br />
new flagship model in China.<br />
July 23,<br />
2002<br />
June<br />
2002<br />
Market launches of the Peugeot 807<br />
and Citroën C8<br />
The two new executive MPVs combine<br />
driving pleasure and plush, feature-rich<br />
interiors.<br />
Cooperative venture announced with BMW<br />
to jointly develop and manufacture<br />
a new family of small gasoline engines<br />
Produced at Douvrin in northern France<br />
beginning in late 2005, the new powerplants<br />
will equip low and mid-range Peugeot and<br />
Citroën vehicles and future BMW models.<br />
Eventually, a million vehicles<br />
will be powered by the new engines.<br />
32<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
October 25,<br />
2002<br />
November 18,<br />
2002<br />
Agreement signed with Dong Feng<br />
Motors to implement the next phase<br />
in the Group’s development in China<br />
In partnership with Dong Feng Motors,<br />
this second phase will drive strong<br />
growth in Group production and sales<br />
in China, through the launch of new<br />
Citroën models and the local<br />
introduction of the Peugeot marque.<br />
November 12,<br />
2002<br />
Peugeot wins World Rally<br />
Championship<br />
For the third year in a row, Peugeot<br />
wins the manufacturer’s title of<br />
the World Rally Championship,<br />
and Marcus Grönholm, driving<br />
a Peugeot 206 WRC, takes<br />
his second driver’s championship.<br />
3 millionth Peugeot 206 assembled<br />
in Mulhouse<br />
Four years after launch, production<br />
of the Peugeot 206 topped<br />
three million units. Sold in more than<br />
121 countries worldwide, the model<br />
was Europe’s best-selling car in both<br />
2001 and 2002.<br />
October 28,<br />
2002<br />
December 1,<br />
2002<br />
A new assembly plant to be built in Europe<br />
Citroën wins both French and<br />
Spanish Rally Championships<br />
To extend the Group’s manufacturing base after 2006, a new assembly<br />
plant will be built in Trnava, Slovakia. Dedicated to the production of small,<br />
platform-1 vehicles, the plant will have annual capacity of 300,000 cars<br />
and will employ 3,500 people.<br />
Citroën wins both the marque and driver titles<br />
in the French Rally Championship, with the<br />
Saxo Super 1600, and in the Spanish Rally<br />
Championship with the Citroën Xsara WRC.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 33
T he Automobile<br />
Division<br />
34<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
SLIGHTLY HIGHER GLOBAL DEMAND<br />
In 2002, the world automobile market<br />
edged up by 0.3% to 55.8 million<br />
passenger cars and light commercial<br />
vehicles. The two largest markets, Western<br />
Europe and North America, both declined,<br />
with Europe contracting 3.0% to<br />
16,191,800 new vehicle registrations and<br />
North America easing 1.1% to 18,547,700<br />
new vehicle registrations.<br />
Markets in Asia recorded an aggregate<br />
gain of 8.3%. In particular, demand in China<br />
continued its steep upward trend, as car<br />
sales surged 53% to more than 1,098,200<br />
units. In Japan, the market shrank for the<br />
second year in a row, ending 2002 down<br />
1.9% at 5,704,800 registrations.<br />
Demand in South America declined by an<br />
overall 6.7%, with the Argentine market<br />
falling 53% under the impact of persistent<br />
recession, and the Brazilian market<br />
retreating 7.0%. Auto markets in Central<br />
Europe and Turkey continued to weaken,<br />
losing a further 3.0% after declining<br />
sharply in 2001.<br />
WORLDWIDE SALES EXCEED TARGETS<br />
<strong>PSA</strong> Peugeot Citroën’s worldwide sales<br />
rose 4.3% during the year to 3,267,500<br />
units, from 3,132,800 units in 2001,<br />
thereby exceeding the 2002 target of<br />
3,250,000 units. The year’s increase<br />
means that sales have grown by 55% in<br />
the past five years.<br />
Growth was driven by the popularity of<br />
Citroën and Peugeot models and the<br />
performance of the two marques, which<br />
both set new sales records in 2002.<br />
Peugeot sold 1,955,400 cars and light<br />
commercial vehicles, an increase of 3.0%<br />
from 2001, while Citroën gained 6.4% to<br />
1,312,100 units.<br />
These unit sales gave the Group a 5.8%<br />
share of the global market.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 35
T he Automobile Division<br />
GROWTH IN <strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN’S SHARE OF THE WESTERN<br />
EUROPEAN PASSENGER CAR AND LIGHT COMMERCIAL VEHICLE<br />
MARKET, 1998-2002<br />
16<br />
15<br />
14<br />
13<br />
12<br />
11<br />
10<br />
1998 1999 2000 2001 2002<br />
GERMANY<br />
In 2002, sustained restructuring of<br />
the dealership networks helped<br />
drive further strong growth in<br />
Germany. In a market down 2.9%,<br />
Group registrations rose 8.8% to<br />
186,400 cars and light commercial<br />
vehicles, thereby raising market<br />
share to 5.4% from 4.8% the<br />
year before. The environmental<br />
performance of Group vehicles, in<br />
particular the new diesel-powered<br />
models equipped with the particle<br />
filter, offers a powerful marketing<br />
argument, which enhances the<br />
appeal of Peugeot and Citroën<br />
concepts, styling and road handling.<br />
MARKET SHARE GAINS IN<br />
WESTERN EUROPE<br />
In a Western European market down by<br />
3.0%, registrations of <strong>PSA</strong> Peugeot Citroën<br />
cars and light commercial vehicles rose<br />
0.3% to 2,511,000 units, lifting market<br />
share by half a point to 15.5% in the<br />
17-country Europe.<br />
The Group was Europe’s leading producer<br />
of light commercial vehicles, with 348,000<br />
registrations and a market share that held<br />
steady at 19.3%. It was also once again<br />
Europe’s second largest manufacturer of<br />
passenger cars, increasing registrations by<br />
1.1% to 2,163,000 units, and widening<br />
market share to 15.0% from 14.5% the<br />
year before.<br />
In all, <strong>PSA</strong> Peugeot Citroën strengthened<br />
its position as Europe’s second largest<br />
carmaker, ranking number one in France,<br />
Spain, Belgium, Portugal and Denmark,<br />
and second in the United Kingdom, the<br />
Netherlands and Greece.<br />
In the 17-country Western European<br />
market, the Group’s market share now<br />
exceeds 10% in 11 countries and totals<br />
between 8.7% and 10% in five others. It<br />
is therefore approaching the target of<br />
holding at least a 10% share of each<br />
European market by 2004. The only<br />
exception is Germany, where the goal is<br />
6.5% and the 2002 figure was 5.4%.<br />
UP SHARPLY IN 2002, UNIT SALES<br />
OUTSIDE WESTERN EUROPE NOW<br />
ACCOUNT FOR MORE THAN 20% OF<br />
THE CONSOLIDATED TOTAL<br />
Sales outside Western Europe rose 21.0%<br />
to 710,500 vehicles in 2002, comprising<br />
ITALY<br />
Citroën enjoyed a surge in sales in Italy, where registrations rose 21.0% in a passenger<br />
car and light commercial vehicle market that declined by 4.5%. Elected automobile<br />
piu bella del mondo, the C3 played a key role in this successful performance, with<br />
28,400 registrations during the year. As well, unit sales of the Peugeot 307 tripled<br />
during the year, helping to increase Group market share to 9.7% from 7.9% in 2001.<br />
36<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
POLAND<br />
<strong>PSA</strong> Peugeot Citroën began operating in Poland only recently, with Peugeot and Citroën subsidiaries<br />
being created in 1992 and 1994, respectively. However, the marques quickly set up strong, assertive,<br />
highly skilled dealership networks and soon attracted the interest of Polish carbuyers. The latter are<br />
highly sensitive to the latest models, with expectations similar to those of other European consumers.<br />
This has helped drive very strong sales of the Peugeot 206, Peugeot 307 and Citroën Xsara. Market<br />
share, which rose to 9.1% in 2001 from 4.8% in 1998, further widened to 11.9% in 2002, making<br />
the Group Poland’s fourth-ranked carmaker.<br />
493,600 Peugeots and 216,900 Citroëns.<br />
For the first time, they accounted for more<br />
than 20% of total unit sales, at an<br />
aggregate 21.7% compared with 18.8%<br />
the year before.<br />
In South America, sales increased by 1.3%<br />
to 109,300 units despite difficult economic<br />
conditions. In Brazil, the Porto Real plant<br />
inaugurated in 2001 continued to ramp<br />
up production of the Peugeot 206 and<br />
Citroën Picasso. Group sales surged<br />
33.7% in a market down by 7%, raising<br />
market share to 4.6% from 3.2% the year<br />
before. The economic crisis in Argentina<br />
caused demand to collapse 53%, dragging<br />
down local Group sales by a similar<br />
percentage. As a result market share held<br />
steady at 18%.<br />
In Mexico, after setting up an import<br />
subsidiary in 2001, Peugeot broadened<br />
its local model lineup, expanded its<br />
dealership network and now serves 1%<br />
of the market.<br />
In the Central European markets of Poland,<br />
Hungary, the Czech Republic, Slovenia,<br />
Croatia and Slovakia, overall demand<br />
eased by a slight 3% after two years of<br />
steep declines. Led by the introduction of<br />
strong dealership networks, <strong>PSA</strong> Peugeot<br />
Citroën enjoyed another year of growth,<br />
with sales gaining 21.1% to 132,900<br />
units. Over the past five years, market<br />
share has widened from 5.1% to 12.6%,<br />
nearing the goal of a figure equivalent to<br />
the Group’s current share in Western Europe.<br />
In China, sales climbed 57.3% to 85,500<br />
units, of which 84,400 were Citroëns.<br />
Growth was led by the launch of the<br />
Citroën Xsara Picasso and the new Citroën<br />
Elysée, both locally produced. In October,<br />
the final contracts were signed with Dong<br />
Feng Motors to implement the agreements<br />
signed with the company in November<br />
2001. These contracts will enable the<br />
start-up of the second phase in the<br />
Group’s development in China, which will<br />
involve both marques and lead to a sharp<br />
SWEDEN<br />
In Sweden, where one in three cars sold is an executive model, the market is<br />
dominated by national marques. Nevertheless, in 2002, Peugeot and Citroën<br />
improved their aggregate market share by 2.2 points, to 9.7% from 7.5% in 2001.<br />
The gain was led by the sustained introduction of exciting, innovative models<br />
delivering the comfort and styling Swedish carbuyers expect. Enjoying strong market<br />
debuts were the Peugeot 206, Peugeot 307 and Citroën C5 with, respectively, 5,700,<br />
5,600 and 3,600 registrations.<br />
increase in their output and sales. Six new<br />
Peugeot and Citroën models will be<br />
manufactured locally and brought to<br />
market between 2002 and 2004, when<br />
Peugeot will begin marketing its first<br />
model produced in China. Designed<br />
especially for the local market, it will be built<br />
on the same platform as the Peugeot 307.<br />
Citroën, which already has an extensive<br />
network of 460 dealers and served nearly<br />
8% of the market at year-end 2002, will<br />
maintain its sales momentum. The<br />
objective in China is to sell 150,000<br />
vehicles in 2004, with sales eventually<br />
rising to 300,000 units.<br />
Demand for imported cars was flat In<br />
Japan, but <strong>PSA</strong> Peugeot Citroën maintained<br />
its momentum, with sales increasing<br />
18.1% to 16,900 vehicles including<br />
15,300 Peugeots during the year.<br />
Citroën’s import subsidiary began<br />
operations in April.<br />
In Iran, CKD billings increased sharply to<br />
156,500 units from 102,600 in 2001.<br />
GROWTH LED BY SUCCESSFUL MODELS<br />
• Peugeot 206<br />
Supported by the SW version, sales of the<br />
Peugeot 206 continued to rise in 2002,<br />
gaining 0.4% to 832,000 units. It was<br />
again the year’s best-selling car in Western<br />
Europe, and more than three million units<br />
have been produced since its rollout in<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 37
T he Automobile Division<br />
1998. Sustained sales momentum was also<br />
led by the 206 CC, whose 89,000 units<br />
sold made it the European leader in the<br />
coupe and convertible segment.<br />
• Citroën Xsara Picasso<br />
Strengthened by growing sales in<br />
international markets—particularly China<br />
and Brazil, where it has been locally<br />
manufactured since 2001—the Citroën<br />
Xsara Picasso continued to enjoy firm<br />
demand during the year, with sales rising<br />
9% to 251,000 units. Three years after<br />
launch, more than 625,000 units have<br />
already been sold worldwide.<br />
• Citroën C5<br />
The C5 contributed significantly to the<br />
growth in Citroën sales, with 160,900<br />
units sold.<br />
• Peugeot 307<br />
Voted European Car of the Year 2002, the<br />
Peugeot 307 has won many awards since<br />
its market launch in May 2001. Some<br />
543,200 units were sold in 2002,<br />
exceeding the target of 500,000. The<br />
lineup was expanded in March with the<br />
highly popular SW version, which<br />
accounted for more than 15% of the year’s<br />
sales. The SW offers a new approach to<br />
automobile interiors, with a fully modular<br />
passenger compartment and a panoramic,<br />
heat-absorbing glass roof that provides<br />
exceptional luminosity.<br />
• Citroën C3<br />
For Citroën, the highlight of 2002 was the<br />
successful introduction of the C3, which<br />
enabled the marque to extend its lineup<br />
to a younger clientele. Launched in April,<br />
the C3 sold 181,800 units during the year,<br />
exceeding its target of 150,000. The strong<br />
momentum received a further boost a few<br />
months after launch, when the model was<br />
offered with the new 92bhp 1.4-liter HDI<br />
16V powerplant and the robotized<br />
SensoDrive manual transmission. The C3<br />
has also won numerous awards, including<br />
the prize for Japan’s best import model.<br />
Citroën expects to sell 330,000 C3s over<br />
the full year.<br />
• Citroën Berlingo/Peugeot Partner<br />
Still well positioned, the Citroën Berlingo<br />
and Peugeot Partner sold 283,500 units in<br />
2002. Buyers responded favorably to the<br />
end-of-the-year restyling, which offered a<br />
completely redesigned front end, new<br />
interior arrangements, and enhanced<br />
comfort and safety features.<br />
• Peugeot 807/Citroën C8<br />
Carbuyers also saluted the market launch<br />
of the new Peugeot 807 and Citroën C8<br />
executive multi-purpose vehicles, purchasing<br />
21,300 units as they were gradually<br />
introduced in European markets in the<br />
second half. The models offer a whole<br />
new dimension in safety, driving pleasure,<br />
interior comfort and elegant styling.<br />
CITROËN ELYSEE LAUNCHED<br />
IN CHINA<br />
Citroën’s new flagship model, the<br />
Elysée, is a notchback designed in<br />
China based on the experience of the<br />
ZX Fukang and the marque’s latest<br />
developments. Unveiled at the 2002<br />
Beijing Auto Show, the model<br />
enjoyed strong sales right from its<br />
June 2002 launch and quickly gained<br />
4% of the market. It has expanded<br />
the Citroën lineup, which had<br />
already been enhanced in 2001 with<br />
the local production of the Xsara<br />
Picasso, a highly innovative car in<br />
the Chinese market.<br />
38<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
THE GROUP’S PRODUCT ST<strong>RA</strong>TEGY<br />
<strong>PSA</strong> Peugeot Citroën’s strategy is product-driven. As such, it is supported by frequent new model<br />
introductions that enable the Peugeot and Citroën marques to rapidly renew their core lineups and<br />
to continually have a large number of models positioned early on the growth curve. In addition, the<br />
marques are constantly developing new, architecturally and technologically innovative automobile<br />
concepts, boldly styled and capable of attracting new customers. Compelling examples of this vision<br />
include the Peugeot 206CC, the Citroën C3 Pluriel and the Peugeot 307 SW.<br />
To drive the harmonious development of Peugeot, Citroën and their model lineups in each of the<br />
Group’s market segments, the two marques stagger their launches in a given segment. This ongoing,<br />
balanced product development process enables the marques to attract an ever expanding customer base,<br />
continually refresh their offer and attenuate the impact of model life cycles on consolidated results.<br />
STRONG <strong>PEUGEOT</strong> 307 SW<br />
SALES PROMPT FOURTH<br />
SHIFT AT SOCHAUX PLANT<br />
In response to stronger-thanexpected<br />
sales of the new SW<br />
version of the Peugeot 307, the<br />
Sochaux plant introduced a fourth<br />
weekend shift in October 2002.<br />
Every week, the new team builds an<br />
additional 1,400 Peugeot 307s,<br />
raising total weekly output to 12,500<br />
units. The increase will enable the<br />
marque to meet demand and<br />
achieve its target of selling 600,000<br />
units in 2003.<br />
• Diesel engines and the particle filter<br />
European demand for diesel-powered cars<br />
and light commercial vehicles continued<br />
its strong upward trend in 2002. In<br />
response, the Group’s high-pressure, direct<br />
injection (HDI) diesel powerplants were<br />
extended across almost the entire Peugeot<br />
and Citroën lineup. More than 1.3 million<br />
HDI-powered vehicles were sold during<br />
the year, a 30% increase over 2001. In all,<br />
diesels accounted for 49% of consolidated<br />
sales, while registrations of diesel-powered<br />
Peugeots and Citroëns rose 9.5% in Europe,<br />
for a combined regional market share of<br />
nearly 19%. <strong>PSA</strong> Peugeot Citroën remains<br />
the only carmaker to equip its diesel<br />
engines with a particle filter, an innovation<br />
that makes them much more environmentally<br />
friendly. The particle filter is now available<br />
on the Citroën C5 and C8 and the Peugeot<br />
307, 406, 607 and 807. By year-end 2002,<br />
nearly 400,000 Group vehicles had been<br />
fitted with the new technology.<br />
THE PLATFORM ST<strong>RA</strong>TEGY<br />
The Group pursued its platform strategy<br />
in 2002, with the objective of having<br />
common parts account for 60% of the<br />
cost of vehicles made on the same<br />
platform. The strategy is helping to lower<br />
production costs, reduce unit research<br />
and development expenses, keep capital<br />
expenditure under control and shorten<br />
time-to-market cycles. It entered a new<br />
phase in 2002, when all three new<br />
platforms were successfully deployed, but<br />
nearly half of the resulting economic<br />
impact has yet to be felt. As new models<br />
based on the common platforms are<br />
introduced, the Group expects to generate<br />
some €800 million in additional savings<br />
between 2002 and 2006.<br />
A MANUFACTURING BASE SIZED FOR<br />
GROWTH<br />
<strong>PSA</strong> Peugeot Citroën has world-class<br />
manufacturing facilities, whose capacity<br />
was extensively used in 2002. According<br />
to the Harbour index, which measures a<br />
plant’s utilization based on hourly capacity,<br />
an average 16-hour workday, and 235<br />
workdays a year, assembly capacity<br />
utilization in Western Europe has risen<br />
steadily, from 76% in 1998 to 117% in<br />
2002. The latest rate reflects the growth<br />
in unit output as plant operating hours<br />
have been extended with new production<br />
schedules. All of the European plants are<br />
now working partially or entirely in three<br />
or four shifts, while the non-stop<br />
production system, without any summer<br />
shutdown, remained in effect at the<br />
Mulhouse, Ryton and Vigo plants.<br />
Assertively engaged in a long-term growth<br />
dynamic, the Group intends to produce<br />
more than four million vehicles in 2006,<br />
after increasing sales by 55% from 1998<br />
to 2002. To secure an optimum balance<br />
between high capacity utilization and the<br />
resulting technical, financial and laborrelated<br />
constraints, the Group has decided<br />
to build a new assembly plant in Trnava,<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 39
T he Automobile Division<br />
THE NEW PLANT IN<br />
TRNAVA, SLOVAKIA<br />
The site chosen for the new<br />
assembly plant in Trnava, Slovakia,<br />
scheduled to begin operations in<br />
2006, offers a number of important<br />
advantages. It is located in the<br />
center of Europe, with easy access<br />
by rail, highway and navigable<br />
waterway, and a supplier park can<br />
to be created nearby. The region<br />
has a long manufacturing tradition<br />
and the local labor force is plentiful<br />
and well-educated. Lastly, the site<br />
is positioned near major markets in<br />
which the Group is rapidly<br />
expanding.<br />
Slovakia. Dedicated to small platform-1<br />
vehicles and scheduled to come on stream<br />
in 2006, the new unit will employ 3,500<br />
people and be able to build 300,000 cars<br />
a year. The total investment will amount<br />
to €700 million.<br />
The Trnava plant will position production<br />
capacity closer to markets where the<br />
Group is rapidly strengthening its presence.<br />
The two marques already hold 12.6% of<br />
the market in the six Central European<br />
countries of Croatia, Hungary, Poland, the<br />
Czech Republic, Slovakia and Slovenia,<br />
compared with 5.1% five years ago. The<br />
choice of Slovakia will also reduce logistics<br />
costs for vehicles sold in the region, while<br />
enabling the Group to benefit from Eastern<br />
European production costs.<br />
The new plant will expand the Group’s<br />
manufacturing base, which comprises<br />
nine assembly plants in Western Europe,<br />
other facilities in Latin America and China,<br />
and plants operated in cooperation with<br />
other carmakers.<br />
After the strong growth of the past five<br />
years, <strong>PSA</strong> Peugeot Citroën has embarked<br />
on a program to enhance the efficiency of<br />
its manufacturing facilities. This objective<br />
is being pursued both through the<br />
sustained deployment of the platform<br />
strategy and through action plans focused<br />
on two new improvement drivers. The first<br />
is a series of measures, already underway,<br />
to improve manufacturing efficiency based<br />
on 1) the Convergence Plan, which aims to<br />
align every plant with global best practices;<br />
2) the modernization of industrial processes<br />
and logistics, for which the capital budget<br />
is €1 billion a year; and 3) the improvement<br />
in general plant organization, with an<br />
emphasis on maintenance and procurement<br />
processes. The second action plan is driving<br />
significant progress in the assemblability<br />
of new models and in working conditions.<br />
Easier parts assembly, fewer components<br />
and enhanced workstation ergonomics<br />
will lead to major improvements in<br />
manufacturing performance.<br />
Together, these two new action plans are<br />
expected to generate additional savings<br />
of around €350 million a year by 2006.<br />
Capital expenditure committed by the<br />
Automobile Division totalled €2,357 million<br />
in 2002, versus €2,398 million in 2001.<br />
Outlays corresponded primarily to the startup<br />
of production of the restyled Citroën<br />
Berlingo and Peugeot Partner, the Peugeot<br />
307 CC, the Citroën C3 Pluriel, the Citroën<br />
C3 in Brazil and a new model at the Rennes<br />
plant. They also concerned the ongoing<br />
construction of the new <strong>PSA</strong> Peugeot<br />
Citroën Design Center in Vélizy, near Paris.<br />
40<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
1.4-LITER HDI CAPACITY DOUBLED AT TREMERY PLANT<br />
In response to robust demand, a new 1.4-liter HDI diesel engine production line was brought on<br />
stream in November 2002 at the Trémery plant in eastern France. Developed as part of the cooperative<br />
venture with the Ford Motor Company. and introduced in April 2001, the engine uses the latest<br />
generation common rail injection system. It already equips the Peugeot 206, the Peugeot 307, the<br />
Citroën C3 and a number of Ford vehicles.<br />
Programs to renovate and update the<br />
manufacturing base were also pursued<br />
during the year, with the completion of<br />
the new primer line at the Poissy paint<br />
shop, the first phase of the modernization<br />
of the Poissy passenger car assembly line,<br />
the new stamping facilities at the Poissy<br />
and Rennes plants, and the final phase in<br />
the modernization of the Sochaux<br />
assembly facility. Lastly, at the Trémery<br />
plant, work was completed on the first<br />
manufacturing module for the small diesel<br />
engines to be produced by the cooperative<br />
venture with the Ford Motor Company.<br />
Over the medium term, the platform<br />
strategy will help to stabilize Automobile<br />
Division capital expenditure and to<br />
maintain consolidated capital outlays at<br />
around €3 billion, most of which will be<br />
earmarked for investment in new models,<br />
strategic technical systems, such as<br />
powertrains and transmissions, and<br />
international expansion.<br />
AN ASSERTIVE COOPE<strong>RA</strong>TION ST<strong>RA</strong>TEGY<br />
During the year, <strong>PSA</strong> Peugeot Citroën<br />
pursued its strategy of forming cooperative<br />
ventures with other manufacturers. These<br />
ventures speed the development of a<br />
broader range of new models and improve<br />
responsiveness to customer expectations.<br />
They are also a way to share, and thereby<br />
reduce, capital outlays and development<br />
costs, while leveraging the economies of<br />
scale generated by the partner’s production<br />
volumes. Lastly, cooperative ventures with<br />
world-renowned manufacturers offer an<br />
opportunity to enhance the Group’s image<br />
and to draw upon valuable, broad-based<br />
experience, in terms of both corporate<br />
culture and technological and manufacturing<br />
capabilities.<br />
In February 2002, the cooperation in light<br />
commercial vehicles with Fiat was extended<br />
until 2017. The latest phase will entail the<br />
investment of around €1.7 billion to develop<br />
and manufacture two new lineups for<br />
introduction after 2005. They will be built<br />
at the plants in Val di Sangro, Italy<br />
(Sevelsud) and Valenciennes, France<br />
(Sevelnord).<br />
The venture has strengthened both<br />
partners’ positions in the light commercial<br />
vehicle market, with more than 3.5 million<br />
units being produced by the two plants<br />
since start-up in 1978. In addition, their<br />
technical and industrial cooperation in the<br />
area of executive MPVs was recently<br />
confirmed with the launch of the Peugeot<br />
807, the Citroën C8 and similar Fiat models.<br />
After introducing the new 1.4-liter and<br />
1.4-liter Turbo HDI diesel powertrains in<br />
the autumn of 2001, in February 2003,<br />
<strong>PSA</strong> Peugeot Citroën and the Ford Motor<br />
Company unveiled two new 1.6-liter and<br />
2-liter common rail direct injection diesels<br />
developed in the second phase of their<br />
cooperative venture. Scheduled to<br />
gradually equip both partners’ model lines<br />
in the second half of the year, the engines<br />
represent another step towards improving<br />
fuel economy, environmental impact and<br />
technical performance. Bringing them to<br />
market required an aggregate investment<br />
of nearly €1 billion. Production capacity<br />
will ultimately exceed 1,600,000 engines<br />
a year, providing most of the diesel<br />
powerplants for the core model lines of<br />
each partner. In addition, the two<br />
companies are pursuing the joint<br />
development of other families of direct<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 41
T he Automobile Division<br />
injection, common-rail diesels, including<br />
a 2.7-liter V6 and engines for light<br />
commercial vehicles. By 2004, cooperation<br />
with Ford will make <strong>PSA</strong> Peugeot Citroën<br />
the world’s leading diesel engine<br />
manufacturer, with around three million<br />
units produced in its plants every year.<br />
In 2001, a cooperative venture was formed<br />
with Toyota Motor Corporation to jointly<br />
develop a platform and then to use it to<br />
jointly manufacture small entry-level cars<br />
for each partner. Designed primarily for<br />
the European market, the new models will<br />
be powered by 1-liter gasoline engines or<br />
1.4-liter diesel engines. The plant, whose<br />
cornerstone was laid in April 2002 in Kolin,<br />
Czech Republic, is scheduled to come on<br />
stream in 2005 with capacity of 300,000<br />
units a year (200,000 Peugeots and<br />
Citroëns and 100,000 Toyotas).<br />
In July 2002, <strong>PSA</strong> Peugeot Citroën and<br />
BMW announced their intention to jointly<br />
develop and manufacture a new family of<br />
small gasoline engines to equip their entrylevel<br />
and midrange models. Benefiting<br />
from the latest technologies, the new<br />
powerplants will deliver excellent<br />
performance while reducing fuel<br />
consumption and CO2 emissions. They will<br />
be designed by a joint project team based<br />
in Munich and managed by BMW, while<br />
<strong>PSA</strong> Peugeot Citroën will be in charge of<br />
process engineering, procurement and<br />
production at its plant in Douvrin, France.<br />
Ultimately, one million vehicles a year will<br />
be equipped with the new engines, for a<br />
total investment estimated at €750 million.<br />
FINANCIAL TARGETS MET<br />
Automobile Division sales amounted to<br />
€43,951 million, a 5.8% increase in line<br />
with the 4.3% growth in unit sales.<br />
The year’s operating margin targets were<br />
set in February 2002 on the basis of two<br />
possible scenarios for the European auto<br />
market, with demand either remaining<br />
stable or declining by a slight 2 to 4%. In<br />
the first case, the target was 5% of Division<br />
sales; in the second, 4.8%.<br />
Even though the market actually declined<br />
3%, in line with the second scenario, the<br />
Division met the targets for the first<br />
scenario, with an operating margin of 5%<br />
of sales, or €2,183 million, an increase of<br />
9.6% for the year.<br />
The Division after-tax return on capital<br />
employed further improved to 16% from<br />
14.4% in 2001, led by ongoing gains in<br />
operating margin and increasingly efficient<br />
use of capital employed.<br />
42<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
C2 Citroën Sport<br />
By world premiering the new C2 Citroën Sport at the last Geneva Motor Show, Citroën clearly<br />
demonstrated its long-term commitment to motorsports. The new model shows the form a future<br />
racing vehicle might take, in light of Citroën Sport’s continued involvement in customer sport.<br />
Developed on a shorter wheelbase C3 platform, the C2 Citroën Sport expresses a concentration of<br />
strength energy and fun. It is equipped with a 1.6-liter, 225bhp engine and a six-speed sequential<br />
gearbox.<br />
OUTLOOK FOR 2003 BRIGHTENED<br />
BY NEW MODELS<br />
At a time of limited economic growth in<br />
Europe, <strong>PSA</strong> Peugeot Citroën is committed<br />
to pursuing its expansion, with the target<br />
of selling 3,350,000 vehicles in 2003<br />
thanks to growing sales of its lineups and<br />
the introduction of several new models.<br />
The year will be the first full year of sales for<br />
several models launched in 2002, including<br />
the Peugeot 307 SW, the Citroën C3, the<br />
Peugeot 206 SW, the Citroën C8 and the<br />
Peugeot 807. In addition, demand for the<br />
Citroën Berlingo and Peugeot Partner will<br />
be spurred by last autumn’s restyling.<br />
Presented at the 2002 Paris Auto Show,<br />
the Citroën C3 Pluriel offers unrivalled<br />
versatility, with the ability to be configured<br />
as a 3-door sedan, a panoramic sedan, a<br />
cabriolet, a 4-seater spyder or a spyder<br />
pick-up. Introduced in the first-half of<br />
2003, it will provide an additional boost<br />
to the 300,000 C3s that Citroën expects<br />
to sell this year.<br />
The Peugeot 206 RC will be launched in<br />
early 2003 in a sporty new design, featuring<br />
dual exhaust pipes, 17-inch wheels and<br />
an aerodynamic spoiler. The version will<br />
further enhance the reputation of the<br />
entire 206 line, whose sales volumes will<br />
probably be similar to last year’s.<br />
Also unveiled at the Paris Auto Show<br />
was the coupe-cabriolet version of the<br />
Peugeot 307, whose silhouette offers a<br />
flowing, uninterrupted waistline rising<br />
from the hood to the sloping windshield<br />
pillars. Its retractable hard top/trunk lid<br />
gives it a split personality, as both a true<br />
coupe and a true cabriolet, whose spacious<br />
interior easily holds four people in either<br />
configuration. With its lineup now newly<br />
extended, Peugeot expects to sell more<br />
than 600,000 307s in 2003.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 43
F inance Companies<br />
44<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
In 2002, Banque <strong>PSA</strong> Finance completed several major steps in the implementation of its<br />
strategy. It continued to expand in Central Europe, where it is supporting Peugeot and<br />
Citroën’s fast growth with an offer of financing solutions and related services similar to those<br />
marketed in Western Europe. The Polish subsidiary created in 2001 enjoyed a satisfactory<br />
first full year of operations, financing 24.2% of the two marques’ local sales. Late in the<br />
year, the Bank opened subsidiaries in the Czech Republic and Slovakia, while preparing to enter<br />
Hungary in 2003.<br />
In early 2002, Banque <strong>PSA</strong> Finance took over direct control of its activities in the United<br />
Kingdom, which were previously conducted with a local partner. This was an important<br />
development, because the UK market is the Bank’s second largest after France, and because<br />
with the changeover, all of its operations in Europe are managed by wholly-owned branches<br />
or subsidiaries. The Bank can now mesh more seamlessly with Peugeot and Citroën’s<br />
marketing strategies and tighten its organization, with information systems and certain back<br />
office processes integrated across Europe. In this way, it intends to drive fast, consistent<br />
growth in all product lines in each national market, while improving productivity through<br />
economies of scale. Management systems are already being extensively revamped, in a<br />
process that will be completed in Western Europe in 2005.<br />
BUSINESS REVIEW<br />
Banque <strong>PSA</strong> Finance provided new retail<br />
financing for 803,500 Peugeot and<br />
Citroën vehicles in 2002, almost unchanged<br />
from the 801,100 financed in 2001.<br />
It demonstrated strong resistance to<br />
aggressive competition in certain<br />
countries, thanks to a portfolio of<br />
customer-driven products, which now<br />
comprise a high percentage of<br />
comprehensive service packages combining<br />
car insurance, service warranties, extended<br />
warranties and vehicle and fleet<br />
management services.<br />
New vehicle loans rose by 0.5% to<br />
622,800 units. The increase, which slightly<br />
outpaced growth in Group registrations<br />
in Europe, enabled the Bank to maintain<br />
its penetration rate—i.e. the number of<br />
vehicles financed by the Bank as a<br />
percentage of total Peugeot and Citroën<br />
vehicle registrations in the Bank’s country<br />
markets—at 25.3%. This performance<br />
was led by the deployment of financing<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 39 45
F inance Companies<br />
solutions and services supporting vehicle<br />
use and responding to the characteristics<br />
and expectations of a variety of customer<br />
demographics. For retail customers, the<br />
Bank continued to develop products<br />
offering greater flexibility in financing<br />
arrangements, service options and<br />
repayment schedules, while for corporate<br />
customers, the focus was on developing<br />
effective fleet management applications.<br />
The number of financing contracts for<br />
previously owned vehicles dipped 0.4%<br />
to 180,700, as the Bank continued to limit<br />
risks to preserve the quality of the loan<br />
book while fostering customer loyalty.<br />
In all, new retail loans rose by 2.2% to<br />
€8 billion at December 31, 2002.<br />
In the wholesale segment, Banque<br />
<strong>PSA</strong> Finance financed 2,132,600 new<br />
vehicles. Business was lifted by<br />
replacement parts inventory financing, a<br />
service that the Bank now offers on a<br />
more systematic basis.<br />
Supported by firm business levels in 2002<br />
and the increase in average loan amounts<br />
over the past three years, total outstandings<br />
continued to enjoy strong growth, ending<br />
the year at €18.7 billion including<br />
securitized loans. This represents a rise of<br />
8.6% for the year, compared with increases<br />
of 17.3% in 2001 and 15.8% in 2000.<br />
FINANCIAL RESULTS<br />
Net banking income rose 14.6% to<br />
€913 million, led by sustained growth in<br />
outstandings, an improvement in the<br />
financial margin on new business and the<br />
16% increase, to €79 million, in the<br />
contribution from financing-related services.<br />
46<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
EXPANDING THE SERVICES PORTFOLIO<br />
Sales of financing-related services rose sharply in 2002, in particular those responding<br />
to growing customer demand for services that support vehicle use, like service warranties<br />
and driver assistance. Customers increasingly want to fold into a single budget the total<br />
cost of owning a car.<br />
Growth in number of services sold<br />
Financing-related services Automobile-related services Total<br />
2001 2002 2001 2002 2001 2002<br />
522,704 363,802 886,506<br />
+4.9 % +94.6 % +29.4 %<br />
498,304 186,933 685,237<br />
Operating margin for the finance business<br />
rose sharply to €319 million from<br />
€248 million in 2001. It was adversely<br />
affected in 2001 by the lower margins on<br />
new contracts signed in 2000 and early<br />
2001 after heightened competition in the<br />
European consumer lending market<br />
prevented higher refinancing rates from<br />
being fully passed along to customers. In<br />
2002, however, lending margins rebounded,<br />
while outstandings continued to grow. At<br />
the same time, allowances for credit losses,<br />
which were low by industry standards,<br />
were further improved and general<br />
operating expenses continued to rise more<br />
slowly than outstandings, reflecting the<br />
initial impact of organizational integration<br />
at the European level.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 47
T ransportation<br />
and Logistics<br />
48<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Despite a worsening economic environment, Gefco maintained its strategic emphasis on<br />
acting as a tier-one logistics integrator, capable of offering its industrial customers performanceenhancing,<br />
end-to-end solutions.<br />
Customers have responded favorably to the progress made in recent years in the three<br />
core businesses: Automotive (vehicle preparation and distribution), Network (part and<br />
full-load transport) and Supply (logistics and sea and air freight). Two satisfaction surveys<br />
conducted at the beginning and end of 2002 by UK consultancy Datamonitor showed that<br />
1,500 customer companies rated Gefco number one among European companies in its industry.<br />
The performance criteria used in the ranking are the same as the ones that constantly guide<br />
Gefco: broadening its service range and geographic coverage, innovating in services and<br />
upgrading information and communication systems, enhancing the quality and flexibility<br />
of delivered services, and continually improving competitiveness with its customer partners.<br />
BUSINESS REVIEW<br />
In 2002, Gefco continued to broaden its<br />
range of services, while expanding its<br />
geographic coverage of strategic growth<br />
markets. New transportation lines were<br />
opened in Europe, via sea (Belgium–United<br />
Kingdom; Spain–Poland; France–Italy),<br />
roadway (links to and from Germany), and<br />
air (a partnership with Emo-Trans to enhance<br />
coverage of the North America–Europe<br />
network). New logistics platforms were set<br />
up for cars and motorbikes, raising<br />
capacity to 500,000 square meters. The<br />
Polish subsidiary opened three package<br />
delivery agencies and transport lines to the<br />
United Kingdom, France and Germany.<br />
Gefco moved into Turkey, where the<br />
new subsidiary is already operating its<br />
first domestic and international lines.<br />
The Europe-North Africa network was<br />
strengthened with the acquisition of the<br />
Euromed lines serving Morocco and Tunisia.<br />
Outside Europe, development continued<br />
in the Mercosur countries with the opening<br />
of five package delivery agencies in Brazil<br />
and new car transportation lines between<br />
Argentina and neighboring countries.<br />
Operations were also expanded in China.<br />
During the year, several innovations were<br />
deployed to enhance Gefco’s capabilities<br />
as a logistics integrator. A new operating<br />
unit was created to manage handling<br />
equipment, such as plastic boxes, plastic<br />
pallets, metal containers and durable new<br />
sea and air freight packaging. A state-ofthe-art<br />
international maritime freight<br />
management platform was brought on<br />
stream in France, enabling suppliers and<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 49
T ransportation and Logistics<br />
partners to electronically interchange parts<br />
descriptions, customs declarations and<br />
other data. An experimental railcar fleet of<br />
40 GPS-equipped car-carriers, linked to an<br />
innovative map management system, was<br />
deployed early in the year. New used-car<br />
refurbishment shops began operating in<br />
Spain, Italy and Germany, with capacity to<br />
process 150 vehicles a day at an average<br />
turnaround time of two weeks. An ambitious<br />
program to upgrade information and<br />
communication systems using the latest<br />
technologies was successfully undertaken<br />
in the second half.<br />
Service quality and flexibility were also<br />
improved in 2002. Bureau Veritas Quality<br />
International (BVQI) recertified to<br />
ISO 9001:2000 standards the quality<br />
systems in place in all the roadway,<br />
maritime, railway and air transportation<br />
operations in the integrated European<br />
network. At year-end, the same certification<br />
was extended to operations in Brazil and<br />
Argentina. A system to measure customer<br />
satisfaction was implemented, while a<br />
quality charter was signed with the main<br />
suppliers of roadway, maritime and railway<br />
services to enhance their integration into<br />
Gefco’s service lineup. All of the company’s<br />
information systems successfully transitioned<br />
to 24/7/365 operation. In addition, services<br />
were delivered without interruption<br />
despite a number of external disruptions<br />
due to strikes in France and Spain, floods<br />
in Germany and Austria, storms in the<br />
Alps, railway breakdowns between France<br />
and Italy, and labor unrest in Poland.<br />
Throughout, Gefco teams demonstrated<br />
flexibility and responsiveness, ensuring<br />
that customers did not suffer any significant<br />
delays or damages.<br />
Lastly, Gefco pursued its commitment to<br />
continually improving its competitiveness<br />
in close partnership with customers. It<br />
revamped the car distribution process<br />
between France and Italy, the freight<br />
transportation process between France and<br />
Spain, and coastal shipping lines between<br />
the North Sea, the Atlantic seaboard and<br />
the Mediterranean. It also improved the<br />
50<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
GEFCO’S INTERCONTINENTAL LOGISTICS PLATFORM IN LE HAVRE<br />
Gefco has built a new intercontinental logistics platform in Le Havre to serve a full range of customers.<br />
The first, however, has been <strong>PSA</strong> Peugeot Citroën, which is using the 32,000 square-meter facility to ship<br />
automotive parts to Group plants outside Europe.<br />
Known as PLIP, the platform currently manages 5,000 different parts, collected from around 500 European<br />
suppliers and shipped by sea to assembly plants in Porto Real, Brazil and Buenos Aires, Argentina.<br />
It represents the latest generation of an integrated international supply chain, supported by the<br />
new Geolog information system offering real-time dialogue between Latin American production centers,<br />
European suppliers, Gefco Le Havre and the major Automobile Division corporate services, such as<br />
Purchasing and Accounting.<br />
PLIP uses the cross-docking technique with zero inventory stored on the platform itself. Any order<br />
from Brazil or Argentina for a European supplier is immediately notified to Gefco Le Havre, so that PLIP<br />
can order packaging materials, obtain the right number of containers and prepare for shipping,<br />
so that when the parts arrive, everything is in place for their immediate reshipment.<br />
This real-time management of information and parts flows has yielded both financial and qualitative<br />
benefits. The cycle time from parts order in Latin America to final delivery from Europe has been<br />
reduced on average by a full week. In addition, all parts are systematically inspected on the platform<br />
before reshipment and invoicing.<br />
By 2004, PLIP will be handling enough parts to build 500,000 vehicles.<br />
efficiency of customs procedures in dealing<br />
with the Mercosur countries, Eastern<br />
Europe and China, in particular as regards<br />
the operation of bonded warehouses. A<br />
larger number of joint groups were formed<br />
with customers to improve competitiveness<br />
based on Kaizen principles. The resulting<br />
gains were significant and the groups are<br />
continuing their work in 2003.<br />
FINANCIAL RESULTS<br />
Net sales were stable for the year, at<br />
€2,646 million. At comparable scope<br />
of consolidation, reflecting the sale of<br />
Transauto in May 2001, sales were up 0.7%<br />
despite a significant decline in the European<br />
transportation market.<br />
Although the European car market<br />
contracted by 3%, Gefco’s Automotive<br />
business rose by 1.9% during the year, as<br />
billings outside France and the growing<br />
contribution from the used car refurbishing<br />
shops offset lower volumes in France and<br />
Argentina. Thanks to faster development in<br />
the Mercosur countries and central Europe,<br />
the Network business held stable despite<br />
weaker demand in Western Europe. The<br />
Supply business was also unchanged at<br />
comparable scope of consolidation, since<br />
the major projects initiated in 2002 will not<br />
have a full-year impact until 2003.<br />
Operating margin totaled €135 million,<br />
or 5.1% of sales, an increase of 13% from<br />
the €119 million and 4.5% of sales<br />
reported the year before. The improvement<br />
was led by careful control over business<br />
development in light of the uncertain<br />
economic outlook, by sustained productivity<br />
gains and by the continuing ramp-up of<br />
high value-added businesses.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 51
Automotive<br />
Equipment<br />
52<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Following the major acquisition of Sommer Allibert’s automotive operations in 2001, Faurecia<br />
spent 2002 implementing an optimized organization for its new scope of business.<br />
The strategy now being implemented is designed to meet three objectives:<br />
• Drive over-market growth with a focus on six critical automotive modules: seats, cockpits, door<br />
panels, acoustic systems, front-end assemblies and exhaust systems.<br />
• Enable the company to consolidate the position of each of these businesses among the<br />
global leaders, thanks to superior innovative capabilities, a global manufacturing base and the<br />
balanced development of business among the world’s top carmakers.<br />
• Restore margins and maintain them among the highest in the industry, by leveraging scale<br />
economies from recent acquisitions, enhancing industrial efficiency and carefully managing<br />
new product development programs.<br />
BUSINESS REVIEW<br />
2002 was another year of strong business<br />
growth, particularly in car seats. At a time<br />
of declining carmaker production volumes,<br />
the growth reflected further market share<br />
gains among Faurecia’s main customers<br />
and the high percentage of its products<br />
on popular models.<br />
In car seats, where Faurecia is the European<br />
leader and number three worldwide, sales<br />
rose 14.6% to €4,032 million, lifted by the<br />
growing output of recent models and<br />
production start-ups in Europe and the<br />
United States. In addition to the Deeside<br />
plant to serve General Motors, five other seat<br />
module facilities were opened during the<br />
year, in Vigo, Spain; Neuerstadt, Germany;<br />
Wuhan, China; Vesoul, France; and Golçuk,<br />
Turkey. The year also saw the ramp-up of<br />
manufacturing operations in Poland and the<br />
creation of a 51%-owned joint venture with<br />
GSK, a Taiwanese OEM, to produce seats in<br />
Wuhan, China.<br />
Sales of other vehicle interior modules rose<br />
5% to €3,463 million, also led by the<br />
strong growth in sales or the start-up of<br />
production of the cars they equip. These<br />
modules include cockpits, door panels and<br />
components—three areas in which<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 53
Automotive Equipment<br />
INNOVATION-DRIVEN<br />
LEADERSHIP<br />
By investing the equivalent of more<br />
than 6% of sales in research and<br />
development, Faurecia delivers unrivalled<br />
expertise that creates value for<br />
customers. Based in 22 R&D and D&D<br />
centers, 5,000 Faurecia engineers are<br />
helping to create the car of tomorrow<br />
by working closely with their carmaker<br />
counterparts, as well as with universities<br />
and research laboratories.<br />
Every year, Faurecia experts file patents<br />
for innovations in safety, comfort,<br />
soundproofing, lighter components,<br />
pollution control and recyclability—all<br />
of which provide powerful marketing<br />
arguments. This R&D leadership enables<br />
the company to anticipate end-user<br />
expectations and help improve its own<br />
customers’ reputation for technological<br />
expertise.<br />
Faurecia ranks first in Europe and among<br />
the top three worldwide—as well as acoustic<br />
systems. Three new cockpit plants were<br />
opened in Palencia, Spain; Sao Bernardo da<br />
Campo, Brazil; and Douai, France, while an<br />
acoustic systems facility came on stream late<br />
in the year in Legnica, Poland.<br />
With sales of €593 million, the front-end<br />
assembly business expanded with contracts<br />
from two new carmakers, as well as with<br />
large orders from existing customers and<br />
a leading European specialty carmaker.<br />
Excluding the impact of precious metals<br />
on catalytic converter prices and changes<br />
in exchange rates, exhaust system sales<br />
were unchanged at €1,004 million.<br />
Growth was especially strong in Asia,<br />
where Faurecia was already present with<br />
three joint ventures in China, and where<br />
the local manufacturing base and<br />
customer portfolio were strengthened<br />
during the year with an acquisition of an<br />
equity interest in South Korea’s Daeki<br />
Industrial. In the United States, new orders<br />
for integrated exhaust systems enabled the<br />
company to deepen its presence. It also<br />
continued to develop certain strategic<br />
plants, such as the one in South Africa,<br />
whose catalytic converter output doubled<br />
during the year.<br />
FINANCIAL RESULTS<br />
Consolidated sales rose 2.7% to €9,866<br />
million in 2002, including a 1.4% negative<br />
currency effect and the impact of lower<br />
prices for the precious metals used in<br />
catalytic converters. Excluding converter<br />
sales and changes in exchange rates, sales<br />
ended the year up 9.3% to €9,092 million.<br />
Operating margin came to €256 million,<br />
representing 2.6% of sales. The margin<br />
was stable for the year, but rose during the<br />
second half on the substantial increase in<br />
business, the sustained productivity gains<br />
achieved through the 10/10 plan and<br />
redeployment of the production base, the<br />
implementation of the procurement plan<br />
and the initial impact of application of the<br />
Program Management System. For the full<br />
year, these improvements were partially<br />
offset by two factors: start-up costs<br />
remained high and the terms of certain<br />
contracts implemented between 2000 and<br />
2002 weighed on the operating margin.<br />
54<br />
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Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Faurecia anticipates that automobile<br />
production in Europe and North America<br />
will contract by 4 to 5% in 2003. However,<br />
it expects that its sales will outpace the<br />
market and that margins on contracts<br />
started up during the year will be higher<br />
than on programs initiated between 2000<br />
and 2002.<br />
FAURECIA, A GLOBAL<br />
PRESENCE …<br />
France: 38 plants, o/w 14 just-intime<br />
capable<br />
12 R&D and D&D centers<br />
• Germany: 25 plants, o/w 14 justin-time<br />
capable<br />
6 R&D and D&D centers<br />
• Spain: 23 plants, o/w 11 just-intime<br />
capable<br />
1 R&D and D&D center<br />
• United Kingdom: 4 plants, o/w 4<br />
just-in-time capable<br />
• Other European countries: 25<br />
plants, o/w 13 just-in-time capable<br />
1 R&D and D&D center<br />
• North America: 13 plants, o/w<br />
2 just-in-time capable<br />
2 R&D and D&D centers<br />
• Latin America: 14 plants, o/w<br />
8 just-in-time capable<br />
FAURECIA AND SAFETY INNOVATIONS<br />
Innovations that protect us all<br />
Already on the road, the Spinal Care and Comfort System (SCCS) is designed to prevent whiplash.<br />
Activated by pelvic pressure in the event of an impact, the seat back and headrest automatically<br />
move up to restrain the head. Selected even before its market launch by General Motors Europe,<br />
SCCS is now standard on a large number of cars, particularly Peugeots and Citroëns.<br />
With its electronic sensors and algorithms developed by Faurecia, the BioVolume seat is able to<br />
determine whether its occupant is an adult or a child, and whether he or she is sitting back or<br />
leaning forward. In this way, its safety response can be tailored to each passenger’s body type and<br />
position. In case of impact, the speed and force with which the airbag deploys is adjusted to the<br />
seat occupant and actual accident conditions. The seats comply with US standard FMVSS 208, which<br />
requires the possibility of deactivating the passenger side airbag in certain cases.<br />
When the airbag deploys, its casing flap can break the windshield or hit the passenger. In response,<br />
Faurecia has also developed the Low Risk Deployment Flap, which retracts inside the dashboard<br />
during deployment. Competitive compared with conventional flaps, the new system is also FMVSS<br />
208-compliant.<br />
While head, chest and abdominal injuries are now less frequent, accidents still present a high risk<br />
of lower back and leg injuries. Using its proprietary biomechanical analysis resources, Faurecia<br />
studied body movements known as submarining to develop the Lower Limbs & Lumbar Care System<br />
(L3CS). In case of a frontal collision, a crossways bar lifts the seat for at least 20 milliseconds, slowing<br />
forward motion and preventing the pelvis from sliding out from under the seat belt.<br />
Other Faurecia systems are improving the protection of lower limbs, such as the Knee Care System<br />
(KCS) for the driver and the Glovebox Integration Knee Care System for the front passenger.<br />
Comparable to a mini-airbag installed in the glovebox door, the GIKCS restrains the knees while<br />
dissipating impact energy. Its effectiveness complies with US and European safety standards. Compact<br />
and inexpensive, the system can also be retrofitted to existing cars.<br />
… AND A WELL BALANCED CUSTOMER BASE<br />
% of 2002 sales<br />
Toyota 1.3<br />
BMW 4.5<br />
DaimlerChrysler 6.3<br />
General Motors 7.2<br />
Ford 10.0<br />
Renault/Nissan 16.2<br />
Volkswagen 23.4<br />
<strong>PSA</strong> Peugeot Citroën 25.7<br />
Others 5.4<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 55
Other<br />
Businesses<br />
56<br />
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Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PEUGEOT</strong> MOTOCYCLES<br />
The European motorcycle and scooter<br />
market contracted for the third year in a<br />
row in 2002, declining 12% to 1,230,000<br />
units from nearly 1,400,000 in 2001.<br />
While continuing to fall in Italy and Spain,<br />
demand began to weaken in France, the<br />
United Kingdom and Germany—all very<br />
important markets for Peugeot Motocycles<br />
(PMTC).<br />
The softer markets pulled PMTC sales<br />
volumes down 9.5%, to 162,000 vehicles<br />
from 179,000 the year before. Sales<br />
remained almost unchanged at €257.3<br />
million, however, due to a more favorable<br />
product mix following higher sales of<br />
premium scooters requiring registration<br />
like the Elystar. Unit sales did not decline<br />
as far as the overall European market,<br />
enabling PMTC to widen its share to nearly<br />
13% from 12.2% in 2001. On a country<br />
basis, the improvement was especially<br />
strong in Italy (3% versus 1.9%), France<br />
(30.1% versus 26.4%), Germany (17.4%<br />
versus 13.4%) and Belgium (29.4% versus<br />
28.1%). However, the drop-off in demand<br />
caused the company to report an<br />
operating loss of €12 million.<br />
During the year, PMTC pursued its<br />
strategic focus on developing products<br />
and modernizing facilities. Highlights<br />
included:<br />
• Market launch of the Elystar, a GT<br />
scooter with, in a world first, a fuelinjected<br />
engine and ABS-assisted<br />
braking. The 7,000 units sold exceeded<br />
objectives by 50%.<br />
• Presentation of JetForce, a new sports<br />
scooter that was voted Scooter of the<br />
Year. Offering a large number of<br />
technological innovations, the new bike<br />
is now being delivered to dealers.<br />
• Implementation of the Downstream<br />
Project to upgrade assembly lines and<br />
install a new, fully-computerized parts<br />
warehouse.<br />
PMTC expects demand to edge up slightly<br />
in 2003, when new product introductions<br />
should drive stronger growth in sales.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 57
Other businesses<br />
JET FORCE<br />
Peugeot Motocycles grabbed all the media attention at the 2002 Munich Intermot Show<br />
with its new Jet Force scooter. The sports bike will be available with a supercharged 125cc<br />
engine, a first in its category and a worldwide exclusive from Peugeot Motocycles. It will<br />
also come in a 50cc version, with a new horizontal, two-stroke, fuel-injected engine, and<br />
in a naturally aspirated 125cc version. All models are compliant with future emissions<br />
standards.<br />
Jet Force’s architecture draws its inspiration from motorbikes, with a perimeter frame,<br />
centralized shock absorber, and strut suspension providing flawless road-handling. Its<br />
particularly exciting styling received the 2002 Motorcycle Design Association award in the<br />
scooter category.<br />
SOCIETE DE CONSTRUCTIONS MECANIQUES<br />
PANHARD & LEVASSOR (SCMPL)<br />
stood at €97 million at December 31,<br />
2002, up 20% on the previous year.<br />
SCMPL designs and builds wheeled<br />
armored vehicles. In 2002, sales rose 7%<br />
to €64.7 million, while operating margin<br />
amounted to €1.5 million. The year was<br />
shaped by sustained delivery of VBL light<br />
armored vehicles to the French Army and<br />
various export customers, notably Greece,<br />
as well as by continued production of<br />
diesel powertrains for retrofit on French<br />
Army ERC Sagaie armored reconnaissance<br />
vehicles and the start-up of a VBL rebuilding<br />
program for the French Army.<br />
The award of a new contract from the<br />
French Army for 500 VBLs (of which 202<br />
under a firm order) has enhanced the<br />
company’s medium-term outlook. Backlog<br />
Supported by these favorable medium-term<br />
prospects in France and in export markets,<br />
SCMPL also strengthened its strategy of<br />
developing new products. At the Eurosatory<br />
trade show, it presented the first prototypes<br />
of two new armored vehicles that are<br />
expected to secure its long-term future.<br />
PROCESS CONCEPTION INGENIERIE (PCI)<br />
PCI designs and manufactures industrial<br />
equipment for four industrial processes:<br />
assembly, stamping, body-in-white and<br />
machining. Sales totaled €395 million in<br />
2002, while order intake amounted to<br />
€374 million at December 31, up 8% from<br />
the year before.<br />
58<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Operating margin sharply improved to<br />
€20.2 million, reaffirming the company’s<br />
position as a tier-one supplier to its main<br />
customers. In addition, a series of quality<br />
audits conducted during the year led to<br />
ISO 9001:2000 certification for PCI and<br />
its subsidiary SCEMM.<br />
The company expects to see further<br />
growth in 2003, led by the adaptation of<br />
engines for a Japanese carmaker and the<br />
consolidation of the Indian market.<br />
<strong>PEUGEOT</strong> CITROËN MOTEURS (PCM)<br />
PCM increased sales 2.2% to €110.1 million<br />
from €107.7 million in 2001, despite the<br />
challenging environment caused by the<br />
decline in its customer base following<br />
recent restructuring in the automobile<br />
industry. The number of engines sold rose<br />
6.8% to 39,150 from 36,676 in 2001.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 59
60<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Corporate<br />
Policies<br />
62<br />
Human Resources<br />
72<br />
Environmental Stewardship<br />
80<br />
Corporate Citizenship<br />
90<br />
Research and Development<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 61
H uman<br />
Resources<br />
62<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PSA</strong> Peugeot Citroën’s employee relations and human resources policies are designed to<br />
anticipate changes in the Company and its businesses, and to implement innovative<br />
systems and processes as part of an ongoing social dialogue.<br />
They are applied in all operations worldwide and are organized around four major<br />
components: an active hiring policy, organizational flexibility adapted to the specific<br />
requirements of the automobile industry, compensation linked to Group earnings and<br />
sustained, open dialogue with employee representatives.<br />
AN ACTIVE HIRING POLICY<br />
Employees by Business and Region in 2002<br />
Europe<br />
France outside France outside Europe Total<br />
Automobile 96,160 33,800 3,920 133,880<br />
Finance Companies 930 1,190 40 2,160<br />
Transportation and Logistics 4,690 3,110 250 8,050<br />
Automotive Equipment 19,700 25,850 6,680 52,230<br />
Other Businesses 2,200 50 30 2,280<br />
Total 123,680 64,000 10,920 198,600 (1)<br />
(1) Including the Automotive Equipment Division<br />
<strong>PSA</strong> Peugeot Citroën hired 16,740 people<br />
in 2002, increasing the number of<br />
employees by more than 6,000 for the year.<br />
Over the past five years, headcount has risen<br />
by more than 58,000 people, including<br />
16,100 in the Automobile Division. Some<br />
70,500 people have been hired since<br />
January 1, 1998. Excluding acquisitions<br />
and disposals, a net 25,000 jobs have<br />
been created over the past five years,<br />
primarily outside France. Of these, 14,000<br />
have been in the Automobile Division.<br />
RECRUITING TO MEET GROWTH OBJECTIVES<br />
To meet the Group’s organic growth<br />
targets, people have been recruited in a<br />
broad range of disciplines, in a<br />
commitment to integrating a variety of<br />
educational, cultural, professional and<br />
international backgrounds. Over the past<br />
four years, nearly 60,000 people 2 have<br />
been hired under permanent contracts<br />
around the world, including 34,000 in<br />
France.<br />
(2) Including the Automotive Equipment Division, excluding<br />
fixed-term contracts.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 63
Human Resources<br />
Hiring Under Permanent Contracts<br />
Hired under<br />
permanent contracts<br />
in 2002<br />
Hired under permanent<br />
contracts, 1999 - 2002<br />
Automobile 9,800 38,080<br />
Finance Companies 250 710<br />
Transportation and Logistics 1,100 4,500<br />
Automotive Equipment 5,500 15,380<br />
Other Businesses 90 760<br />
Total 16,740 59,430<br />
Of which France 8,130 34,640<br />
B<strong>RA</strong>ZIL: T<strong>RA</strong>INING DEALER<br />
EMPLOYEES IN AFTER-SALES<br />
SERVICE<br />
In 2001, <strong>PSA</strong> Peugeot Citroën,<br />
Brazil’s national education system<br />
for industry (SENAI) and France’s<br />
National Education Ministry set up a<br />
training center in São Paulo to offer<br />
courses in after-sales service. In two<br />
years, nearly 1,600 employees have<br />
been trained in customer service,<br />
automobile maintenance and repair,<br />
and new automotive technologies.<br />
In 2002, nearly 900 Brazilian<br />
employees received some 29,000<br />
person-hours of training in such<br />
areas as product knowledge, basic<br />
mechanics, quality methods and<br />
safety procedures. The commitment<br />
will be stepped up in 2003, with a<br />
more than 30% increase planned in<br />
the number of training hours.<br />
ATT<strong>RA</strong>CTING YOUNG G<strong>RA</strong>DUATES<br />
According to a survey conducted by the SOFRES public opinion firm, French business and<br />
engineering students spontaneously ranked <strong>PSA</strong> Peugeot Citroën as France’s best company<br />
to work for. This reputation is one reason 48,000 people applied for managerial positions<br />
with the Group in 2002.<br />
BUILDING A STRONGER, MORE<br />
STRUCTURED PRESENCE OUTSIDE F<strong>RA</strong>NCE<br />
Following start-up of the Porto Real plant<br />
in Brazil in February 2001, the global<br />
manufacturing base will be expanded in<br />
2005 and 2006 by two new facilities: one<br />
in Kolin, Czech Republic in association with<br />
Toyota, and the other in Trnava, Slovakia.<br />
A total of 1,200 people have been hired<br />
at the Brazilian site, of which 250 in 2002,<br />
while 3,000 hires are planned in the Czech<br />
Republic and 3,500 in Slovakia. In all cases,<br />
the focus is on recruiting locally.<br />
The same human resources management<br />
principles are applied in all operations<br />
worldwide, with adjustments to local<br />
characteristics as required. In particular,<br />
more socially advanced employee benefits,<br />
such as operating margin-based incentives,<br />
are offered in all subsidiaries around the<br />
world.<br />
Global expansion has also fostered the<br />
embrace of cultural diversity and the<br />
emergence of an international culture.<br />
Long-term foreign assignments and intercountry<br />
transfers are being developed,<br />
with 8,400 people accepting such<br />
assignments in 2002. Cooperative ventures<br />
with Italian, German, US and Japanese<br />
carmakers are also supporting the<br />
development of an international mindset.<br />
64<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
JOB SEARCH SUPPORT<br />
PROG<strong>RA</strong>MS<br />
In 2001 and 2002, the Rennes and<br />
Sochaux plants offered programs<br />
designed to certify the professional<br />
skills acquired by people hired for<br />
fixed-term assignments.<br />
In Rennes, as part of the Citroën<br />
C5 launch, a training program was<br />
organized in partnership with the<br />
Regional Council, the related<br />
government employment agencies<br />
(DDTE, ANPE, PLIE, Mission locale),<br />
temporary employment agencies<br />
and the National Association for<br />
Adult Vocational Education. In<br />
addition, 1,000 people found<br />
employment during a job fair<br />
organized by the Rennes plant to<br />
facilitate the professional<br />
orientation of the people concerned,<br />
in association with the National<br />
Employment Agency, local companies<br />
and temporary employment agencies.<br />
In Sochaux, fixed-term employees<br />
were offered support from local<br />
companies, the National Employment<br />
Agency and temporary employment<br />
agencies. The initiative enabled<br />
several hundred people to find jobs<br />
upon completion of their assignment.<br />
SUPPORTING CAREER OPPORTUNITIES<br />
FOR WOMEN<br />
Despite the small percentage of<br />
women graduating with engineering<br />
or other industry-related degrees,<br />
<strong>PSA</strong> Peugeot Citroën has been hiring a<br />
growing proportion of women. This was<br />
particularly the case in 2002, when<br />
women accounted for nearly 20% of<br />
engineers and managers hired worldwide,<br />
versus less than 15% in 2001. In France,<br />
women accounted for more than 20% of<br />
new hires in 2002.<br />
New initiatives have been taken to<br />
encourage the hiring of women in all host<br />
countries. Programs are underway to train<br />
women in jobs previously held mainly by<br />
men, such as installation manager or<br />
production unit manager.<br />
RESPONSIBLY MANAGING FIXED-<br />
TERM CONT<strong>RA</strong>CTS<br />
Employees are sometimes hired under<br />
fixed-term contracts in order to adjust the<br />
workforce to fluctuations in demand, to<br />
manage new product introduction<br />
processes and to prepare capital programs<br />
and the related productivity gains. These<br />
employees are integrated where they have<br />
been recruited, under the same conditions<br />
as people hired under permanent<br />
contracts. Temporary workers participate<br />
in orientation sessions devoted to safety,<br />
quality and environmental issues and<br />
are offered training corresponding to<br />
their duties.<br />
Many temporary or fixed-term employees<br />
are offered permanent jobs, depending<br />
on local staffing needs. In 2002, for<br />
example, 2,500 employees in France were<br />
hired under permanent contracts<br />
following a temporary or fixed-term<br />
assignment. In Spain, the 2001-2003<br />
convenio calls for the permanent<br />
hiring of 1,300 eventuales employees.<br />
Temporary workers are also supported<br />
through programs to certify their acquired<br />
professional skills and to assist them in<br />
finding employment.<br />
In France, <strong>PSA</strong> Peugeot Citroën was one<br />
of the first companies to offer job<br />
opportunities to unqualified young<br />
people.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 65
Human Resources<br />
MANAGING THE LABOR IMPACT OF<br />
A CHANGING BUSINESS<br />
information technology and management<br />
practices.<br />
MAINTAINING THE EMPLOYABILITY<br />
OF FEMALE STAFF AT THE RENNES<br />
PLANT<br />
At the production plant in Rennes,<br />
the development of new onboard<br />
electronics required the conversion<br />
of the wiring shops, where around<br />
85% of the workers were women.<br />
In 1999, to prepare for the changeover,<br />
plant management extensively<br />
reconfigured the workstations and<br />
set up training programs to help the<br />
workers learn new skills. By the end<br />
of 2002, more than 80% of the<br />
workers had been transferred to<br />
other jobs, such as forklift driver,<br />
automotive electrician, mechanic or<br />
shopfloor logistics manager.<br />
Transfers will continue in 2003.<br />
The Group’s commitment to<br />
retraining the wiring operators and<br />
offering them new job opportunities<br />
was reflected in two contractual<br />
arrangements. One, which covered<br />
the above programs, was a plantwide<br />
agreement on gender equality<br />
in the workplace signed with the<br />
plant’s unions on November 27,<br />
2001. The other was a gender<br />
equality contract signed on January<br />
30, 2002 by plant management and<br />
the French Ministry of Social Affairs,<br />
Labor and Solidarity.<br />
• Supporting employees in the event of<br />
job eliminations<br />
Changing technology and markets are<br />
causing the loss of jobs at a number of sites.<br />
In each case, internal placement and other<br />
support programs are implemented to identify<br />
the best solution for each employee concerned.<br />
CONTINUALLY ENHANCING SKILLS TO<br />
PREPARE FOR TOMORROW’S JOBS AND<br />
MAINTAIN EMPLOYABILITY<br />
Training is a primary tool of employee<br />
relations and human resources management.<br />
By fostering skills development, training<br />
contributes to the Group’s success, while<br />
enabling employees to fulfill their career<br />
aspirations. As such it supports their<br />
employability, prepares their career<br />
development and anticipates the Group’s<br />
future needs.<br />
Excluding Faurecia, which manages its<br />
own programs, nearly four million hours<br />
of training were provided in 2002, with a<br />
focus on new employee orientation<br />
programs, automotive production and<br />
product launch-related techniques,<br />
• Anticipating and supporting corporate<br />
change<br />
Because it provides critical support for<br />
successful project deployment, training is<br />
implemented to anticipate and facilitate<br />
changes in the Group’s organization,<br />
business, processes and socio-economic<br />
environment. Training programs are<br />
designed upstream from projects to<br />
improve organizations or systems, so that<br />
people are prepared for their implementation.<br />
Many courses are led by employees who<br />
are experts in the related subject.<br />
• Exchanging expertise across borders<br />
Deployed with the same objectives and<br />
principles in France and abroad, training<br />
programs are supported by crossfertilization<br />
of experience gained in many<br />
countries. Programs are also adapted to<br />
local requirements and expectations.<br />
• Training and integrating young people<br />
Half of all employees have been on the<br />
job less than five years, and by helping to<br />
train young people, the Group is<br />
preparing the capabilities it will need in<br />
CHINA: SHARING EXPERTISE<br />
Under a program to develop employee capabilities and raise the level of vocational education<br />
in China, Dong Feng Peugeot Citroën Automobile (DPCA) has actively participated in assessing<br />
its training needs.<br />
European instructors, all experts in their fields, trained Chinese facilitators, who then led<br />
their own courses, applying the methods they had learned. Since 2001, 457 DPCA employees<br />
have attended 70 courses led by facilitators trained by the European program in such diverse<br />
subjects as quality, sales and maintenance.<br />
In 2002, DPCA also welcomed 40 technical assistants from France, who trained 170 people<br />
over several weeks. What’s more, 130 Chinese employees have participated in training<br />
assignments in <strong>PSA</strong> Peugeot Citroën plants in France.<br />
66<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
the future. On every site, programs are<br />
underway to provide jobs to students on<br />
work-study programs, to help define basic<br />
training courses in response to anticipated<br />
changes in job skills, and to help implement<br />
training curricula. In 2002, 6,740 students<br />
served as interns in the Group’s<br />
manufacturing, marketing, transportation<br />
and logistics operations, while in France<br />
another 670 young people served as<br />
apprentices or earned on-the-job training<br />
certificates.<br />
Hiring and motivating young employees<br />
are major challenges for the Group’s<br />
future performance. There are 34,000<br />
Group employees under 30, and to respond<br />
more effectively to their expectations and<br />
enhance their contribution to corporate<br />
objectives, management has undertaken<br />
an in-depth study of the integration<br />
of young people, in association with<br />
the European Works Council’s liaison<br />
committee. Initiated in spring 2002, the<br />
WORK-STUDY PROG<strong>RA</strong>MS IN F<strong>RA</strong>NCE<br />
In partnership with the French national<br />
education system, Group units in Caen,<br />
La Garenne, Meudon, Saint-Ouen, Vélizy<br />
and many other locations have signed<br />
Local Initiative Supplementary Training<br />
(FCIL) agreements.<br />
FCIL programs are designed to facilitate<br />
the acquisition of initial job experience<br />
by young graduates with vocational,<br />
technological or liberal arts diplomas.<br />
Because they are locally based, they<br />
reflect local socio-economic conditions<br />
and help young people find their first<br />
jobs in their own community.<br />
The resulting work-study programs,<br />
delivered in close cooperation with<br />
schools, are focused on electronics,<br />
robotics, network systems and industrial<br />
maintenance.<br />
HELPING YOUNG JOB-SEEKERS FIND MEANINGFUL EMPLOYMENT<br />
In 2002, several French plants helped set up programs to assist young job-seekers in finding meaningful<br />
employment.<br />
On April 28, 2000, the Sochaux plant signed an on-the-job training agreement with the French State<br />
and regional authorities, while forming a three-year partnership that also included the government<br />
employment agency and local schools. The agreement prepares young job-seekers for the labor market<br />
by providing training in skills needed by companies. The main focus was job-seekers without any<br />
qualifications or job experience, who were often young people in disadvantaged situations. In all,<br />
785 people, including 328 women, participated in internships and courses at the Sochaux site. As of<br />
December 31, 2002, application of the agreement had led to 280 people being hired under permanent<br />
contracts, 232 under fixed-term contracts, and 273 for temporary assignments.<br />
Offered in partnership with the National Employment Agency, on-the-job training sessions at the Aulnay<br />
plant are assisting job-seekers experiencing serious difficulty in accessing the labor market, the longterm<br />
unemployed and people benefiting from France’s guaranteed minimum income program.<br />
The Rennes plant has joined with the local government employment agency to hire, under orientation<br />
contracts, disadvantaged young people having problems joining the labor force.<br />
study covers the plants in Mulhouse and<br />
Poissy in France, Vigo in Spain and Ryton<br />
in the United Kingdom.<br />
OFFERING REAL OPPORTUNITIES FOR<br />
CAREER DEVELOPMENT AND MOBILITY<br />
The Group’s steady growth and highly<br />
diversified business base means that it can<br />
offer employees extensive opportunities<br />
for career development and mobility.<br />
Career development is guided not only by<br />
an employee’s supervisor but also by a<br />
career manager and career committees<br />
organized at every level and in every unit.<br />
In 2002, 18.5% of engineers and<br />
managers accepted transfers, while<br />
another 4% or so changed their job or<br />
activity following changes in the business<br />
base or job enrichments. In addition, more<br />
than 18% of employees were promoted<br />
or changed job category in 2002.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 67
Human Resources<br />
ORGANIZATIONAL FLEXIBILITY<br />
ADAPTED TO THE SPECIFIC<br />
REQUIREMENTS OF THE<br />
AUTOMOBILE INDUSTRY<br />
Responding to the diversity of the<br />
automobile market and meeting customer<br />
demand involves constant adjustments in<br />
working hours and organization. These<br />
adjustments are carried out with careful<br />
regard for the expectations and requirements<br />
of employees.<br />
NEGOTIATING NEW ORGANIZATIONAL<br />
AR<strong>RA</strong>NGEMENTS<br />
Two new vacation systems adapted<br />
to production requirements have been<br />
negotiated with unions in France and the<br />
rest of Europe. A key to enhancing flexibility<br />
and competitiveness, non-stop operation<br />
was introduced at the Mulhouse facility and<br />
the mechanical component plants in 2001,<br />
then applied at the Ryton and Vigo plants<br />
in 2002. To meet strong demand, a fourth<br />
shift was introduced at Ryton in August,<br />
enabling the hiring of nearly 800 people,<br />
while the negotiated implementation of<br />
new working hours at Sochaux in May led<br />
to the creation of a Friday-Saturday-Sunday<br />
shift. In most host countries, working hours<br />
are now calculated on an annual basis.<br />
IMPROVING SAFETY AND WORKING<br />
CONDITIONS<br />
• Improving working conditions and<br />
ergonomics<br />
Programs are underway in every Division<br />
and manufacturing project to improve<br />
workstation ergonomics, in a commitment<br />
to attenuating physical and environmental<br />
impairments and broadening access to<br />
the largest possible number of operators.<br />
A dedicated method for assessing<br />
workstation strain called METEO or<br />
“Méthode d’Evaluation du Travail et des<br />
Organisations”is being used by project<br />
teams across the manufacturing base. This<br />
innovative process underscores the<br />
Group’s dedication to improving working<br />
conditions through a realistic approach<br />
designed to enhance efficiency and preserve<br />
operator health.<br />
• Constant concern for operator safety<br />
and protection from bodily injury<br />
As part of the Group’s commitment to<br />
managing workplace risks, employees,<br />
managers, employee representatives,<br />
medical staff and specialized outside<br />
consultants are all helping to improve<br />
working conditions, safety and risk<br />
prevention. In every country, risk assessment<br />
procedures are applied to installations,<br />
workstation components, infrastructure,<br />
production processes, employee movements<br />
and professional equipment. Employees<br />
also receive safety training designed to<br />
attenuate workplace risks.<br />
• A commitment to occupational<br />
healthcare<br />
In France, the Group’s occupational<br />
medical offices examined 112,000<br />
employees and received 283,000 infirmary<br />
visits. Based on exam results, actions were<br />
taken to protect the concerned employee’s<br />
health, for example, by reconfiguring the<br />
workstation or ordering more tests to detect<br />
or cure certain illnesses. The medical offices<br />
regularly conduct training and employee<br />
information sessions in areas like movement<br />
and posture and food hygiene. They are also<br />
involved in reassigning impaired or disabled<br />
employees or reconfiguring their workstations.<br />
OFFERING THE DISABLED FULFILLING JOB<br />
OPPORTUNITIES<br />
While helping to prevent disabilities in the<br />
first place, Group policies are designed to<br />
68<br />
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Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
GEFCO ARGENTINA: PROCEDURES TO<br />
ENSURE EVERYONE’S SAFETY<br />
At Gefco’s Argentina operations, health,<br />
safety and environmental issues are<br />
handled by a process based on the BVQI<br />
ISO 9000:2000 quality management<br />
system. An independent expert<br />
specialized in industrial safety and health<br />
analyzes every aspect of the business to<br />
detect any anomalies or potential risks,<br />
while assessing the need for personal<br />
protective equipment (PPE).<br />
In addition to measures designed to<br />
guarantee the best possible working<br />
conditions, such as studies to determine<br />
heat load, noise volume and light<br />
intensity, employee training courses have<br />
been organized in such areas as manual<br />
loading, PPE, fires and accident<br />
prevention, forklift operation, and<br />
evacuation and first-aid drills. Medical<br />
examinations are also regularly performed<br />
to prevent and detect any physical<br />
problems due to occupational activities.<br />
enable the disabled to make a contribution<br />
to society, by providing them with job<br />
opportunities and supporting their career<br />
development. In France, the agreement<br />
on jobs for the handicapped signed with<br />
employee representatives on March 17,<br />
2000 demonstrated the Group’s<br />
commitment to pursue programs<br />
underway to hire and retain disabled<br />
employees and to configure workstations<br />
to enable their operation by the<br />
handicapped. These programs are being<br />
implemented in partnership with AGEFIPH,<br />
which manages funds for hiring the<br />
handicapped, and ANACT, the national<br />
agency for improving working conditions.<br />
Disabled workers are involved in the<br />
Group’s automobile manufacturing<br />
business through partnerships between the<br />
production plants and work-based<br />
assistance centers and sheltered workshops.<br />
Worldwide, the Group directly employs<br />
nearly 5,300 disabled people. In France,<br />
including sheltered workers under contract,<br />
9.28% of employees are classified as<br />
handicapped, compared with the legally<br />
required 6%.<br />
PROVIDE COMPENSATION LINKED<br />
TO GROUP EARNINGS AND<br />
ENCOU<strong>RA</strong>GE INDIVIDUALLY-<br />
FUNDED PENSION PLANS<br />
In all businesses worldwide, compensation<br />
policy is designed to offer competitive<br />
compensation and to share value with<br />
those who help create it.<br />
SIGNING WAGE AGREEMENTS IN ALL UNITS<br />
The Group’s wage policy led to the signing<br />
of a large number of agreements in most<br />
countries in 2002. In France, the wage<br />
agreement signed by five unions on January<br />
28 reflected a commitment to raising the<br />
lowest salaries and increasing the annual<br />
guaranteed minimum wage. In 2002,<br />
compensation paid worldwide totalled<br />
€4.466 millions, while employer taxes and<br />
social security contributions amounted to<br />
€1.700 millions. 1.<br />
REWARDING INDIVIDUAL MANAGER<br />
PERFORMANCE<br />
A manager’s compensation depends on<br />
individual performance, the ability to carry<br />
out his or her responsibilities and local<br />
salary levels. Pay for performance reflects<br />
a commitment to ensuring consistency<br />
across the organization while retaining<br />
the possibility of assessing and rewarding<br />
individual achievement. Performancerelated<br />
annual bonuses paid to senior<br />
executives depend on their ability to meet<br />
personal targets, as well as corporate<br />
operating margin and quality targets set<br />
at the beginning of each year.<br />
PMTC SIGNS AN AGREEMENT<br />
WITH AGEFIPH<br />
In 2002, Peugeot Motocycles<br />
initiated an extensive project to<br />
renovate its production facilities in<br />
Mandeure, France. One part of the<br />
project focused on improving<br />
workstation ergonomics and the<br />
employability of persons with<br />
disabilities.<br />
An agreement signed in July with<br />
AGEFIPH will reserve jobs for 30<br />
people certified by a government<br />
commission as handicapped.<br />
AGEFIPH is helping to fund the<br />
workplace audit, the project’s<br />
handicapped-related aspects, and<br />
the reconfiguration of the workstations.<br />
Workstations have been created or<br />
reconfigured on the assembly line, as<br />
well as in the purchasing office and the<br />
preparation room. The process is<br />
continuing in 2003, with the Mandeure<br />
facility employing 80 people certified<br />
by a government commission as<br />
handicapped.<br />
(1) Paid in the Automobile Division, the finance companies,<br />
the Transportation and Logistics Division and other businesses,<br />
excluding Sevelnord and Française de Mécanique.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 69
Human Resources<br />
ENCOU<strong>RA</strong>GING EMPLOYEES TO EMB<strong>RA</strong>CE<br />
GROUP OBJECTIVES AND ENABLING THEM<br />
TO SHARE IN GROUP EARNINGS<br />
To manifest every employee’s membership<br />
in the corporate community, incentive<br />
bonuses based on operating margin are<br />
paid to all employees around the world.<br />
For 2002, the total amount represented<br />
3.6% of payroll, including employer taxes<br />
and social security contributions paid in<br />
each country. In all, more than €249<br />
million will be allocated worldwide in<br />
2003, under both this incentive system and<br />
the legally-mandated French profit-sharing<br />
on 2002 income.<br />
DEVELOPING EMPLOYEE SAVINGS<br />
Employees in France can participate in<br />
two corporate savings plans, one invested<br />
in Company shares, blocked for five<br />
years, and the other a retirement savings<br />
plan. Company matching payments<br />
into these plans totalled €15.9 million (1)<br />
in 2002, versus €12.7 million the<br />
year before. Similar employee savings<br />
incentives are being introduced outside<br />
France, with the creation of savings plans<br />
in Spain in 2002 and the United Kingdom<br />
in 2003.<br />
RESPONDING TO EMPLOYEE CONCERNS<br />
ABOUT RETIREMENT BENEFITS<br />
In response to employee concerns about<br />
their future retirement benefits, supplemental<br />
defined contribution retirement plans were<br />
set up in a number of countries in 2001.<br />
These plans supplement social security<br />
pensions to offset the forecast decline in the<br />
replacement rate. In Spain, length-of-service<br />
awards to managers have been transformed<br />
into a defined contribution plan with the<br />
initial capital financed by the Company. For<br />
other categories of personnel, provisions<br />
corresponding to length-of-service awards<br />
have been paid into a group insurance plan.<br />
In the United Kingdom, the new defined<br />
contribution stakeholder plan introduced<br />
for new hires offers more favorable benefits<br />
than the average plan on the market.<br />
Employees can elect to contribute between<br />
1 and 5% of their salary to the fund of their<br />
choice. In response to the new Riester<br />
pension act, the German subsidiaries have<br />
set up two systems: a pension fund and an<br />
insurance contract that lets certain<br />
employees benefit from tax subsidies in<br />
addition to their contributions.<br />
IN F<strong>RA</strong>NCE, AN INNOVATIVE AGREEMENT AND A NEW SUPPLEMENTAL RETIREMENT<br />
PLAN<br />
Applicable to the more than 30,000 employees of the main French companies in the<br />
Automobile and Logistics and Transportation and Finance Divisions whose compensation<br />
exceeds the social security ceiling on contributions, the new plan will provide<br />
supplemental retirement benefits to offset the forecast decline in replacement rates.<br />
The defined contribution system, which came into effect on July 1, 2002, replaces the<br />
former defined benefits plan. It is financed two-thirds by the Company and one-third by<br />
the employees, with employee savings invested in mutual funds managed by a joint<br />
Company-employee commission. The approach taken by all parties demonstrates a<br />
commitment to implementing measures today to maintain the level of future employee<br />
pensions. It supports <strong>PSA</strong> Peugeot Citroën’s employee relations policy by strengthening<br />
the employee savings plans already in place, and especially the Long-Term Employee<br />
Stock Ownership Plan introduced in 1999.<br />
(1)<br />
Excluding the finance companies<br />
70<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
SIGNIFICANT AGREEMENTS<br />
IN THE AUTOMOBILE DIVISION<br />
IN 2001 AND 2002<br />
France: Eight agreements signed,<br />
concerning wages, working hours,<br />
vacation time, incentive systems,<br />
union rights, supplemental<br />
retirement plans and working<br />
conditions.<br />
Spain: 2001-2003 convenio signed,<br />
concerning wage increases for nonmanagerial<br />
staff, shorter working<br />
hours on an annual basis, the<br />
convergence of employee categories<br />
and the redundancy plan for the<br />
Madrid and Vigo plants.<br />
Argentina: Agreements concerning<br />
adjustments to economic conditions<br />
and flexible working hours. Renewal<br />
of the “social peace” agreement.<br />
United Kingdom: Agreements<br />
concerning negotiation and<br />
consultation, with changes in<br />
committee membership and in<br />
negotiation processes. Other<br />
agreements on increases in wages<br />
and employee contributions to<br />
pension plans, on the organization<br />
of work and the introduction of the<br />
stakeholder plan. Continuous running<br />
agreements and introduction of a<br />
fourth shift.<br />
Brazil: Collective agreements<br />
concerning a general wage increase,<br />
shorter workdays and improved<br />
living conditions, a 2002 profitsharing<br />
program, and agreements on<br />
collective vacations and flexible<br />
working hours.<br />
Germany: Agreements on a code of<br />
ethics concerning the use of new<br />
information systems, and on<br />
guidelines for managing geographic<br />
transfers in the Peugeot marketing<br />
subsidiary. Agreements on holidays<br />
and procedures governing working<br />
hours.<br />
ENCOU<strong>RA</strong>GE INVOLVEMENT IN<br />
THE COMPANY BY EMPLOYEES<br />
AND EMPLOYEE REPRESENTATIVES<br />
WORLDWIDE<br />
SUSTAINED, REVAMPED SOCIAL DIALOGUE<br />
The quality of social dialogue in a company<br />
is based on a commitment to working<br />
together and on an affirmation of the role<br />
and mission of employee representatives.<br />
The signature in France of two agreements<br />
on union rights in 1999 and 2001 reflects<br />
this commitment to involving employee<br />
representatives in the life of the company.<br />
The Group intends to pursue social dialogue<br />
by working with independent unions.<br />
Agreements on the exercise of union rights<br />
concern such areas as recognizing that<br />
employees can be union representatives<br />
while retaining their professional<br />
responsibilities, providing information and<br />
training for employee representatives and<br />
ensuring sufficient resources for the smooth<br />
functioning of union organizations. In France<br />
as in other countries, every employee<br />
working in a production plant, service facility<br />
or major marketing organization is<br />
represented by independent unions or<br />
employee representatives. Employees in all<br />
of the Group’s European units are<br />
represented by a European Works Council<br />
created in 1996.<br />
BUILDING CONT<strong>RA</strong>CTUAL RELATIONS<br />
A large number of agreements on major<br />
corporate issues were signed worldwide<br />
in 2002, in particular concerning wages,<br />
working hours, incentive systems and<br />
supplementary retirement plans. Where<br />
necessary, implementation is being tracked<br />
by a special commission that enables<br />
signatory unions to verify agreement<br />
application. Depending on national and<br />
local conditions, all of the Group’s<br />
member companies and plants contribute<br />
to social and cultural activities and help to<br />
improve the quality of worklife, with food<br />
services, transportation and employee<br />
welfare benefits. In France, more than<br />
1.5% of gross payroll is directly or indirectly<br />
allocated to employee-related activities<br />
and programs.<br />
LISTENING TO EMPLOYEE OPINIONS<br />
In France, four employee opinion surveys<br />
have been conducted by the ESTEL polling<br />
organization since 1998. In 2002, the 1,370<br />
respondents generally said they were<br />
satisfied and confident. In particular, they<br />
found their jobs interesting and appreciated<br />
the working hours and working conditions.<br />
The large majority remains confident in the<br />
outlook for jobs in the industry in general<br />
and their own job in particular. Lastly, 82%<br />
felt that their personal objectives and<br />
assignments were clearly defined, and 78%<br />
believed they were realistic. In absolute<br />
terms, these were very good numbers, and<br />
higher than in previous years.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 71
E nvironmental<br />
Stewardship<br />
72<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PSA</strong> Peugeot Citroën is committed to an ambitious policy of environmental stewardship,<br />
seaming integrated with its industrial strategy and based on the principles of sustainable<br />
development.<br />
The policy covers both vehicles, to curb their environmental impact, and production facilities,<br />
to safeguard the environment and preserve the quality of life of neighboring communities.<br />
CARS AND THE ENVIRONMENT<br />
For <strong>PSA</strong> Peugeot Citroën, the major<br />
environmental challenge is to harmoniously<br />
integrate vehicles into their environment<br />
and, in particular, to abate the greenhouse<br />
effect. The Group believes that, as a<br />
carmaker, it should make a proactive<br />
commitment to reducing carbon dioxide<br />
emissions, and that one way of achieving<br />
this is to develop technologies that reduce<br />
fuel consumption. It also assertively<br />
promotes the use of biofuels, sponsors<br />
environmental initiatives and invests to<br />
make its vehicles as recyclable as possible.<br />
HELPING TO ABATE CO 2 EMISSIONS<br />
According to the OECD 2001 Outlook, cars<br />
account for just 5.5% of CO 2 emissions<br />
generated by human activity, far behind<br />
manufacturing operations. This figure is<br />
nonetheless of concern as the global<br />
automobile fleet continues to expand.<br />
Curbing CO 2 emissions by the marques’<br />
vehicles is therefore a priority avenue of<br />
improvement, in particular through the<br />
Group’s long-standing commitment to<br />
diesel engines. These powerplants deliver<br />
equivalent performance, yet use less fuel<br />
and therefore emit less CO 2 than gasoline<br />
engines, all while reducing other emissions<br />
thanks to the development of Group<br />
technologies. They are also widely accepted<br />
in Europe, as seen in the steady increase,<br />
to a current 43%, in the percentage of<br />
diesels among cars sold in the region.<br />
In 2002, for example, <strong>PSA</strong> Peugeot Citroën<br />
was the world’s largest manufacturer<br />
of common-rail, direct-injection HDI<br />
engines, with output of 1.4 million units.<br />
The latest generation of this powerplant<br />
reduces CO 2 emissions by 20% compared<br />
with a conventional injection diesel and<br />
by 30% compared with a gasoline<br />
engine. Plus the widespread use of<br />
turbochargers and high pressure direct<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 73
E nvironmental Stewardship<br />
WITH DELPHI SYSTEMS, HFC-FREE AIR CONDITIONING<br />
As a growing number of carbuyers opt for the comfort of air conditioning, the proportion<br />
of factory-equipped vehicles has surged from 5% in 1995 to 65% in 2000. Current air<br />
conditioning systems use fluorinated gases, which have an adverse impact on the<br />
stratospheric ozone layer. Their use will ultimately be banned.<br />
In partnership with original equipment manufacturer Delphi Systems, <strong>PSA</strong> Peugeot<br />
Citroën has attenuated these systems’ environmental impact by replacing the<br />
hydrofluorocarbon (HFC) coolant gas used today with carbon dioxide. Carbon dioxide<br />
does not harm the ozone layer and its contribution to the greenhouse effect is half that<br />
of HFC.<br />
A “green” Peugeot 206 demonstration car equipped with the innovative new system<br />
was acclaimed by the public at the last Frankfurt Auto Show.<br />
In addition, all air conditioning systems in Peugeot and Citroën vehicles are equipped<br />
with variable displacement compressors, which are more energy efficient than their<br />
fixed counterparts. To further reduce fuel consumption, and with it CO 2 emissions,<br />
electronically-controlled air conditioning is being extended across both model lineups.<br />
Depending on weather conditions, this can reduce fuel consumption by two to three<br />
liters over a 1,000-kilometer trip.<br />
injection (1,250 to 1,600 bar at present)<br />
have increased engine efficiency through<br />
finer fuel spray in the combustion<br />
chamber, without increasing fuel<br />
consumption.<br />
These gains are also being driven by the<br />
Group’s sustained commitment to<br />
“downsizing”, so that smaller, and<br />
therefore more fuel efficient, engines<br />
deliver equivalent performance as the<br />
preceding larger models. The new 1.4-liter<br />
HDI, for example, consumes 10% less fuel<br />
than the previous generation 2-liter<br />
powerplant, while continuing to provide<br />
equivalent torque and power.<br />
These technological innovations aimed at<br />
lowering CO 2 emissions are being<br />
supported by projects to decreasing vehicle<br />
weight while maintaining optimum safety<br />
performance.<br />
Today, the Group’s model lineups include<br />
cars that emit fewer than 120 grams of<br />
CO 2 per kilometer, outperforming hybrid<br />
vehicles currently on the market.<br />
Even as advances are made with internal<br />
combustion engines, ongoing research is<br />
aimed at developing efficient, affordable<br />
alternative vehicles. Both Peugeot and<br />
Citroën have confirmed that their lineups<br />
will be expanded in 2004 to include<br />
efficient hybrid vehicles.<br />
IMPROVING AIR QUALITY<br />
Over the past 30 years, new vehicle<br />
emissions have declined by 95%.<br />
The final link in the emissions control chain,<br />
the particle filter has further enhanced the<br />
environmental performance of diesel<br />
engines. <strong>PSA</strong> Peugeot Citroën is the only<br />
carmaker in the world to offer particle filter<br />
technology, in a clear demonstration of its<br />
commitment to improving the quality of<br />
air in urban environments. The filter, an<br />
74<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
WHAT ARE BIOFUELS?<br />
Derived from cereals, sugar beets (ethanol and its ETBE derivative), or oilseeds such as rapeseed or<br />
soybeans (in the case of biodiesels), biofuels are exceptionally well suited to combating the<br />
greenhouse effect. They reduce emissions of pollutants such as particulates and, by their very nature,<br />
prevent an increase in carbon dioxide content in the atmosphere, since the plants from which they<br />
are made trap atmospheric CO 2 through photosynthesis. Biofuels are therefore fully renewable<br />
energies, although their production cost remains high.<br />
SERVICE FLEETS:<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN<br />
LEADS THE WAY<br />
The European Commission has<br />
specified that by 2020, 20% of<br />
automotive fuels must contain<br />
products of plant origin.<br />
<strong>PSA</strong> Peugeot Citroën is already<br />
setting an example in meeting this<br />
goal by encouraging its service fleet<br />
to run on biofuels. For example, 82%<br />
of the diesel fleet at the Sochaux<br />
plant—or close to 58% of the entire<br />
service fleet—ran on biofuel in 2002.<br />
Consisting of 30% vegetable oil<br />
methyl ester and 70% diesel, the<br />
fuel is already richer in plant matter<br />
than required by EU legislation.<br />
The Sochaux plant used 330,000<br />
liters of Diester ® in 2002. It intends<br />
to maintain this level in 2003, since<br />
the fuel has a favorable net impact<br />
on the environment and is suitable<br />
for use in conventional internal<br />
combustion engines, which still<br />
power most of the fleet.<br />
aftertreatment system that eliminates<br />
emissions of particulate matter, is now<br />
available on the Peugeot 307, 406, 607<br />
and 807 and the Citroën C5 and C8.<br />
The particle filter has been a popular<br />
success since it was introduced in May<br />
2000, and is already installed on 400,000<br />
diesel vehicles. By 2005, one million<br />
particle filter-equipped vehicles will be<br />
marketed a year. Already in 2003,<br />
<strong>PSA</strong> Peugeot Citroën is offering filterequipped<br />
vehicles compliant with the<br />
stricter Euro IV emissions standards<br />
scheduled for application in 2005.<br />
The particle filter has also won a number<br />
of awards, including four in 2001. In<br />
2002, Italy’s Quattroruote automotive<br />
magazine presented its Environment Prize<br />
to the filter-equipped Peugeot 607.<br />
PROMOTING BIOFUELS<br />
Another way to attenuate vehicle CO 2<br />
emissions is through the efficient use of<br />
alternative energies and new propulsion<br />
technologies. A pioneer in the field,<br />
<strong>PSA</strong> Peugeot Citroën is strongly committed<br />
to promoting biofuels that can be used in<br />
diesel or gasoline engines. Biodiesels, such<br />
BIODIESEL PERFORMANCE<br />
as the Group’s trademarked Diester ® , consist<br />
of vegetable oil methyl esters (VOMEs)<br />
blended with automotive diesel fuel, while<br />
ethanol or its derivative ethyl tertiary butyl<br />
ether (ETBE) is used with gasoline.<br />
These biofuels can be used directly in any<br />
Peugeot or Citroën vehicle, without any<br />
technical modifications. In this way, the<br />
Group’s service fleet is encouraged to run<br />
on Diester ® 30, a fuel combining 30%<br />
VOME and 70% automotive diesel that<br />
reduces CO 2 emissions by 18% and particle<br />
emissions by up to 22% in comparison<br />
with ordinary diesel fuel. What’s more,<br />
Diester ® 30 lubricates the engine system<br />
more efficiently, enhances protection from<br />
injection system wear, and ensures smoother<br />
operation of catalytic converters.<br />
<strong>PSA</strong> Peugeot Citroën also supports the<br />
development of biofuels by validating<br />
potential applications under local energy<br />
policies. It regularly shares its experience as<br />
a carmaker by taking part in discussions on<br />
the technical, business and political issues<br />
raised by biofuels.<br />
30% VOME Diester® 100% VOME Diester®<br />
Engine Precombustion Naturally HDI Precombustion Naturally HDI<br />
technology chamber aspirated chamber aspirated<br />
Reduction in<br />
particle emissions -9% -22% -22% -35% -60% -46%<br />
Reduction in<br />
CO 2 emissions -18% -60%<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 75
E nvironmental Stewardship<br />
OPTIMIZING RECYCLING<br />
AND REUSE THROUGH<br />
ECODESIGN PRINCIPLES<br />
Ecodesign is a process that builds<br />
environmental concerns into projects<br />
from the design phase. Embraced by<br />
<strong>PSA</strong> Peugeot Citroën engineers, it<br />
has led to the use of new materials,<br />
in particular thermoplastics such<br />
as polyethylene, polyurethane,<br />
polypropylene and polyamide that<br />
are easy to recover and recycle.<br />
Today, materials used to make cars<br />
have to meet increasingly stringent<br />
criteria. The latest developments<br />
include:<br />
- Using a single family of plastics per<br />
major function, so that an entire<br />
sub-assembly can be recycled<br />
without prior disassembly.<br />
- Reducing the variety of plastics in<br />
a car, to optimize the related<br />
recovery processes and ensure<br />
their profitability.<br />
- Marking plastic parts with<br />
standardized codes, to ensure<br />
identification, sorting and<br />
traceability.<br />
- Using recycled materials.<br />
DESIGNING FOR DISASSEMBLY AND REUSE<br />
<strong>PSA</strong> Peugeot Citroën’s environmental<br />
stewardship commitment covers the entire<br />
product life cycle, from design to<br />
disassembly. A European Union directive<br />
stipulates that as of January 1, 2006, at<br />
least 85% of a scrap vehicle’s average<br />
weight must be capable of recovery and<br />
reuse, with the rate rising to at least 95%<br />
by January 1, 2015. Peugeot and Citroën<br />
vehicles will comply with the 95%<br />
recyclable rate from 2005.<br />
In response to the July 1, 2003 ban on the<br />
use of mercury, cadmium, lead and<br />
hexavalent chromium in new vehicles, the<br />
Group in 2002 deployed a wide-ranging<br />
initiative that required its 800 suppliers to<br />
provide compliance certificates for all their<br />
deliveries or for each part supplied for<br />
forthcoming vehicles. The response rate<br />
by year-end demonstrated an assertive<br />
commitment to compliance in this area.<br />
In addition, substitutes for parts and<br />
materials containing heavy metals were<br />
developed by the Group’s engineering teams<br />
to ensure that Peugeot and Citroën models<br />
are free from any heavy-metal content.<br />
PRODUCTION PLANTS AND THE<br />
ENVIRONMENT<br />
GLOBAL PRINCIPLES<br />
Safeguarding the environment at<br />
manufacturing plants and protecting the<br />
quality of life in neighboring communities<br />
have long been critical priorities for<br />
<strong>PSA</strong> Peugeot Citroën. Guided by the principles<br />
of continuous improvement, risk prevention<br />
and regulatory compliance, this commitment<br />
is deployed at all Group facilities worldwide.<br />
The corporate risk prevention and<br />
management department includes an<br />
environmental section with its own capital<br />
plan. In addition, on each Automobile<br />
Division site, an environmental manager<br />
is backed by a dedicated organization and<br />
correspondents appointed in each<br />
workshop and facility. In 2002, around<br />
500 people were involved in managing<br />
the Group’s industrial environment.<br />
CURBING GREENHOUSE GAS EMISSIONS<br />
• Reducing VOC emissions<br />
In France, automobile plants account for<br />
76<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
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Corporate<br />
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Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
roughly 0.5% of total volatile organic<br />
compound (VOC) emissions produced by<br />
human activity, with Group facilities<br />
accounting for half this total. To reduce<br />
these emissions, the Group is leading a<br />
proactive, three-pronged policy:<br />
- Optimizing paint shops, by reducing the<br />
use of conventional paints and related<br />
solvents, introducing low-solvent paints<br />
and recycling used solvents.<br />
- Deploying clean technologies like waterbased<br />
paints and powder primers in new<br />
facilities.<br />
- Installing air treatment equipment to<br />
incinerate VOCs.<br />
NEW TECHNOLOGIES CUT PAINT SHOP VOC EMISSIONS IN POISSY, MULHOUSE<br />
AND PORTO REAL<br />
In 1997, to reduce VOC emissions from its paint shop, the Poissy plant implemented the ambitious<br />
<strong>RA</strong>PPY program, comprising water-based primer and enamel lines and incinerators for VOCs released<br />
in the drying ovens. The resulting process, which is already compliant with the most stringent<br />
environmental standards, has helped cut VOC emissions by two-thirds, from 3,500 metric tons in 1988<br />
to 1,180 tons in 2002, even though production increased by around 30% over the same period.<br />
Improved versions of these technologies are being installed at the Mulhouse plant, where VOC emissions<br />
are currently estimated at around 6.5 kilograms per vehicle.<br />
Now under construction, the new shop is expected to halve this figure, to 3.3 kilograms per vehicle.<br />
The total cost will be €230 million, of which €45 million dedicated to environmental safeguards.<br />
The Porto Real plant in Brazil, inaugurated in January 2001, is also equipped with a paint shop compliant<br />
with the latest environmental standards.<br />
These measures have helped reduce VOC<br />
emissions from the French paint shops to<br />
an average 5.4 kilograms per vehicle in<br />
2002, from a range of 10 to 13 kilograms<br />
per vehicle, depending on the site, in<br />
1988. Worldwide, VOC emissions totalled<br />
5.7 kilograms per vehicle in 2002.<br />
Continued systematic implementation of<br />
the best, most cost-effective solutions will<br />
enable the Group to meet the limits set<br />
for 2007 in the European Union directive<br />
on reducing VOC emissions.<br />
• A steady decline in other regulated<br />
emissions<br />
By substituting natural gas—or low or very<br />
low-sulfur fuel oil—for conventional fuel<br />
oil, sulfur dioxide (SO 2 ) emissions from the<br />
Group’s power plants have been reduced<br />
by 65% over the past ten years. At the<br />
Vigo plant, SO 2 emissions dropped from<br />
13,500 metric tons a year to zero when<br />
natural gas replaced fuel oil as the main<br />
source of energy.<br />
Nitrogen oxide (NO x ) emissions have been<br />
curbed by installing high-tech burners in<br />
new facilities. Volumes have declined by<br />
around 20% in Europe since 1995, according<br />
to data from the Industrial Environment<br />
Observatory set up by the Group to track the<br />
environmental performance of its facilities.<br />
LOWERING ENERGY CONSUMPTION<br />
All automotive processes are energy<br />
intensive, whether foundry work, the<br />
cooling of machine tools, paint drying or<br />
heat treatment processes. The Group is<br />
committed to developing action plans to<br />
reduce energy consumption at all its<br />
automobile plants. Among the most<br />
remarkable initiatives undertaken in recent<br />
years has been the installation of waste-<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 77
E nvironmental Stewardship<br />
CHARLEVILLE COMMITS NEW<br />
INVESTMENT FOR CLEANER<br />
RELEASES<br />
A new €1.7 million wastewater<br />
treatment facility was commissioned<br />
at the Charleville plant in November<br />
2002. The unit, financed by <strong>PSA</strong><br />
Peugeot Citroën with the support of<br />
the Rhin-Meuse Water Agency and<br />
the Ardennes Regional Council,<br />
treats waste process water before it<br />
is released to the natural<br />
environment.<br />
to-energy units at the Rennes, Mulhouse<br />
and Sochaux facilities.<br />
REDUCING WATER CONSUMPTION<br />
Conserving water is a key objective at all<br />
plants, in particular through the use of<br />
metering systems and the display of the<br />
least water-intensive operating parameters<br />
for each workstation. These measures<br />
helped to reduce water consumption by<br />
5% between 1995 and 2002, even though<br />
output increased 65% over the same period.<br />
Production facilities are either connected to<br />
the public wastewater treatment network<br />
or equipped with their own integrated<br />
RECYCLING USED CASTING SAND TO REDUCE WASTE AND CONSERVE<br />
RESOURCES<br />
Since December 2002, the Charleville plant has been testing a new process for<br />
recycling the some 100,000 metric tons of used casting sand it produces each year.<br />
Once cleaned by a heat process, the sand can be reused on site or sold to third<br />
parties. The fine sand waste produced by the heat treatment, for example, can be<br />
used in cement plants or to make tires.<br />
The new process, which cost €8 million, saves on raw material purchases and<br />
produces less waste. The ultimate objective is to divert all the waste formerly sent<br />
to landfills to value recovery processes.<br />
A similarly broad-based program was implemented at the Sept-Fons foundry, with<br />
a mechanical treatment process that delivered conclusive results. Some 39,000<br />
metric tons of sand were recycled, equivalent to 54% of the total.<br />
treatment plant. They also systematically<br />
track releases using indicators, defined on<br />
a case-by-case basis, to estimate, for<br />
example, the amount of suspended solids<br />
and the chemical oxygen demand (COD).<br />
Between 1989 and 2002, daily releases of<br />
suspended solids and COD were each<br />
halved. The risk of eutrophication and<br />
acidification caused by emissions from the<br />
Group’s car plants is negligible.<br />
REDUCING AND EFFICIENTLY RECOVERING<br />
WASTE FROM AUTOMOBILE PLANTS<br />
Programs in place for the past ten years<br />
to reduce, reuse, recover and recycle<br />
automotive process waste enabled the<br />
production plants to recover and reuse a<br />
full 74% of their worldwide waste in 2002<br />
(excluding metal waste, which is nearly<br />
100% recycled). This extensive recycling<br />
has resulted in a steep decline in waste<br />
disposed of in landfills, from around 66%<br />
in 1989 to just 17% in 2002.<br />
Nearly all scrap sheet metal, turnings and<br />
other metal waste is recovered and reused<br />
in steelmaking or in the Group’s foundries.<br />
Managing this category of waste,<br />
estimated at around 700,000 metric tons<br />
a year, is therefore not only environmentally<br />
beneficial, it also makes business sense.<br />
When this category of waste is taken into<br />
account, Group plants reclaim and recycle<br />
around 90% of their process waste.<br />
78<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
CLEAN ENGINES FROM A GREEN PLANT<br />
At the Tremery plant, the 1.4-liter HDI engine, which produces very little CO 2 , is manufactured in a<br />
“clean factory”. The engine line uses new overhead systems to transport cutting fluids, which are<br />
conveyed directly to the filtering unit after use. As a result, even minor leaks are immediately visible,<br />
ensuring that none of the liquid seeps into the ground.<br />
UNDERSTANDING SOILS TO IMPROVE<br />
PROTECTION<br />
Soil pollution is not yet covered by any<br />
international regulations, but depending<br />
on local expectations, the Group is<br />
committed to identifying any contamination<br />
pre-existing at its sites. In France, at the<br />
instigation of public authorities and in<br />
compliance with the procedure developed<br />
by the Geological and Mining Research<br />
Bureau (BRGM), soil contamination was<br />
assessed at the Sochaux, Mulhouse, Poissy,<br />
Caen, Asnières-sur-Seine, Saint-Ouen,<br />
Sept-Fons and Valenciennes sites. As a<br />
precaution, similar investigations were also<br />
carried out at the Trémery and Borny<br />
plants. After in-depth surveys conducted<br />
between 1999 and 2002, the experts<br />
concluded that only self-monitoring was<br />
required at the ten facilities. As part of this<br />
process, strict procedures are in place<br />
to prevent soil pollution, in particular<br />
through the use of retention basins for<br />
liquid storage.<br />
AN ACTIVE CERTIFICATION POLICY<br />
Environmental management systems have<br />
been introduced at all production facilities<br />
worldwide, with the aim of earning ISO<br />
14001 certification, the internationally<br />
recognized standard in this area. By end-<br />
2002, 20 plants had been certified and<br />
four others were engaged in the<br />
certification process.<br />
As part of that process, the sites have<br />
developed procedures for communicating<br />
transparently with their host communities.<br />
Data pertaining to plant self-monitoring<br />
is transmitted to the public authorities,<br />
while requests for information from<br />
neighbors are answered and, where<br />
necessary, corrective actions are taken,<br />
such as changing a stack noise suppressor<br />
or replacing a fan.<br />
<strong>RA</strong>ISING ENVIRONMENTAL AWARENESS AND CAPABILITIES AMONG ALL EMPLOYEES<br />
ISO 14001 is an internationally recognized standard for environmental management and organization.<br />
It enables a company to express an environmental strategy, describe the procedures used to<br />
implement it, guarantee compliance and drive continuous improvement, the foundation of good<br />
environmental management.<br />
As part of the ISO 14001 process, every employee receives training in environmental skills or<br />
awareness tailored to his or her job and business. This is true as well for interns, temporary employees<br />
and employees hired under fixed-term contracts, who are familiarized with environmental issues<br />
during their orientation process.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 79
C orporate<br />
Citizenship<br />
80<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
MANUFACTURING CARS AND<br />
IMPROVING ROAD SAFETY<br />
<strong>PSA</strong> Peugeot Citroën’s overriding priority<br />
is the safety of drivers and other road users,<br />
with 10% of the research and development<br />
budget allocated to programs in this area<br />
in 2002. While continuing to assertively<br />
develop technological solutions that avoid<br />
accidents (active safety) and reduce their<br />
impact when they do occur (passive safety),<br />
the Group is now also addressing the major<br />
challenge of improving driver behavior. This<br />
is why programs are underway to deepen<br />
understanding of the human factors at<br />
play in accidents and awareness-building<br />
initiatives are being deployed to promote<br />
more safety-conscious behavior.<br />
DESIGNING SAFE VEHICLES IS THE VERY<br />
HEART OF A CARMAKER’S BUSINESS<br />
The Group does everything it can to<br />
optimize the active and passive safety<br />
features that drivers expect from Peugeot<br />
and Citroën vehicles. Nevertheless, driver<br />
training, information and accountability<br />
are equally as important, as is the quality<br />
of the road infrastructure.<br />
• Accident avoidance, a critical challenge<br />
Despite the significant advances in passive<br />
safety systems, accidentology studies<br />
show that 50% of passenger fatalities<br />
could not have been avoided. Human<br />
bodies and automotive materials just<br />
cannot withstand the force of certain<br />
impacts. In addition, automotive safety<br />
innovations spread only gradually. In<br />
France, for example, it takes 13 years to<br />
replace 90% of all cars on the road.<br />
• Making the system driver-centric<br />
No car can be safe without increasing<br />
driver empowerment. This means the<br />
challenge is to improve active safety,<br />
which enables drivers to control their<br />
vehicles and make the right decision at<br />
the right time.<br />
Developing systems that facilitate driving<br />
under all circumstances has therefore long<br />
been a priority for <strong>PSA</strong> Peugeot Citroën.<br />
In an area generally deemed to be<br />
“unquantifiable”, the Group has<br />
substantively improved test procedures<br />
that can be used to objectively identify<br />
risk factors and then deliver effective<br />
technological solutions.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 81
Corporate Citizenship<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROEN EXCELS<br />
IN ACTIVE SAFETY<br />
To ensure that the Group’s cars meet its<br />
ambitious safety objectives, close attention<br />
is paid to every component that might<br />
affect active safety.<br />
• Visibility and lighting<br />
Automobile safety depends on “seeing<br />
well and being seen.” <strong>PSA</strong> Peugeot Citroën<br />
has been a trailblazer in this area since<br />
1989, when it introduced innovative<br />
complex surface headlights on the Citroën<br />
XM. Today, discharge lamps that generate<br />
more intense light beams are used on<br />
models such as the Peugeot 607 and 807<br />
and the Citroën C5 and C8.<br />
In 1995, the Group was also the first<br />
carmaker to install auto rain-sensing systems<br />
as standard equipment on several of its<br />
models. The sensors automatically adjust<br />
wiper speed so that drivers don’t have to<br />
take their hands off the steering wheel.<br />
To warn other drivers automatically of<br />
potential danger, the Peugeot 206, 307<br />
and 807 and the Citroën C3, C5 and C8<br />
are factory-equipped with a system that<br />
automatically causes hazard flashers to<br />
blink during sharp braking.<br />
• Ergonomics<br />
Postural ergonomics help to minimize<br />
driver fatigue. An example is positioning<br />
the gearshift knob near the steering wheel<br />
of the Citroën Picasso, Citroën C8 and<br />
Peugeot 807, which also makes the<br />
passenger compartment more modular<br />
and easier to move around in. Cognitive<br />
ergonomics focus on making a car’s<br />
“human-machine interfaces”—like control<br />
stalks, multi-purpose screens, and<br />
dashboard buttons—immediately<br />
understandable to minimize driver<br />
distraction.<br />
• Braking systems<br />
<strong>PSA</strong> Peugeot Citroën rapidly introduced<br />
ABS systems as standard equipment on<br />
almost all lines. Ideally, training courses<br />
should teach drivers to use the full<br />
potential of the ABS system and in<br />
particular to learn how it can help them<br />
maintain control in emergency situations.<br />
Another improvement is the electronic<br />
brake control valve and brake-assist<br />
system, which adjusts rear-brake pressure,<br />
thereby preventing wheel lock and any<br />
resulting loss of steering control. This<br />
system is currently offered as standard<br />
equipment on the Citroën C3 and C5 and<br />
the Peugeot 307.<br />
• Driver assistance systems (ESP, ASR)<br />
The electronic stability program (ESP) and<br />
acceleration skid control (ASR) are two<br />
innovations currently offered on high-end<br />
models. While ESP and ASR-equipped<br />
vehicles are still subject to physical laws,<br />
these systems do help to rectify minor<br />
driving errors and decrease the probability<br />
of losing control of the vehicle.<br />
• Tire pressure sensors<br />
Low tire pressure increases the risk of a<br />
loss of trajectory stability. Pressure sensors<br />
installed on tire valves alert the driver<br />
when pressure falls too low. The system<br />
is already available on the Peugeot 607<br />
and Citroën C5 and will gradually be<br />
extended to other models.<br />
• Programmable speed alert systems<br />
<strong>PSA</strong> Peugeot Citroën has developed<br />
programmable speed alert systems that<br />
enable drivers to choose a maximum<br />
speed (for example, 50 kilometers an hour<br />
in town). An audio signal sounds each<br />
time the vehicle exceeds the chosen speed.<br />
The system is standard equipment on the<br />
Citroën C3, C5 and C8 and the Xsara,<br />
the Xsara Picasso, and the Peugeot 807,<br />
launched in 2002.<br />
THE <strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN/<br />
RENAULT LAB: SCIENTIFIC<br />
EXPERTISE SERVING THE<br />
PUBLIC GOOD<br />
For more than 30 years, the<br />
Laboratory of Accidentology and<br />
Biomechanics (LAB), a joint undertaking<br />
of <strong>PSA</strong> Peugeot Citroën and Renault,<br />
has been acquiring invaluable<br />
knowledge in these two disciplines,<br />
whose complexity, costs and findings<br />
deserve to be shared in a “noncompetitive”<br />
environment. In 2002,<br />
LAB was a key participant in the<br />
European Accident Causation Survey<br />
(EACS) and international Cooperative<br />
Crash Injury Study (CCIS) consortium.<br />
82<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
conditions and to test ABS-equipped<br />
vehicles in actual road conditions.<br />
structural integrity and front-end crumpling<br />
in the event of frontal impact.<br />
• Suspension systems and stiff body shells<br />
A decisive factor in roadholding, metal<br />
suspensions (Peugeot) and electronically<br />
controlled hydraulic suspensions (Citroën)<br />
are two technologies that demonstrate<br />
the Group’s expertise.<br />
The Citroën C5 executive sedan debuted the<br />
new, exclusive Hydractive III electronically<br />
controlled hydraulic suspension system. This<br />
third generation technology has further<br />
improved the balance between guidance to<br />
follow the intended line of travel and filtering<br />
for a more comfortable ride. Smaller vehicles<br />
such as the Citroën C3, feature a rear axle<br />
with deformable crossbeams that ensure<br />
excellent handling in all situations.<br />
Suspension system performance is also<br />
directly related to the stiffness of the<br />
bodywork to which it is attached. The<br />
Group’s body shells rank among the best in<br />
the world in terms of torsional stiffness. This<br />
integrated architecture interacts with the<br />
entire vehicle’s active safety performance.<br />
• Track tests<br />
In 1991, <strong>PSA</strong> Peugeot Citroën became the<br />
first global carmaker to acquire a multigrip<br />
track to simulate winter driving<br />
The Belchamp Test Center in eastern France<br />
recently opened a new roadhandling test<br />
track to help develop vehicles equipped<br />
with electronic stability programs (ESP) and<br />
acceleration skid control (ASR) systems.<br />
The facility simulates different adhesion<br />
conditions on the left and right side of the<br />
vehicle (the cause of a large number of<br />
accidents) using a dry track and a wet<br />
track. The latter has a spray system that<br />
can cover the surface with a sheet of water<br />
between 0.8 and 1 millimeter deep. In this<br />
way, vehicle improvements can be validated<br />
under any road conditions.<br />
PASSIVE SAFETY: STATE-OF-THE ART<br />
PASSENGER PROTECTION SYSTEMS<br />
<strong>PSA</strong> Peugeot Citroën believes that drivers<br />
and passengers are entitled to state-ofthe-art<br />
protection in the event of an<br />
accident, and builds the latest technological<br />
innovations into every one of its vehicles.<br />
• Energy-absorbing front-end<br />
crumple zones<br />
To protect the passenger compartment,<br />
vehicle front ends have to be able to<br />
withstand high-energy impacts. However,<br />
they should also gradually crumple over<br />
the duration of the impact, which lasts<br />
100 milliseconds at most, in order to<br />
dissipate the crash’s kinetic energy and<br />
prevent the occupants from being subjected<br />
to the full force of the sudden deceleration.<br />
Rapid advances in seatbelts and airbags<br />
have also led to a better balance between<br />
The new platform strategy has provided an<br />
opportunity to completely resize the front<br />
ends of small, medium and large models<br />
on the three basic platforms. The Citroën<br />
C3, Citroën C5 and Peugeot 307 were the<br />
first to have their front-end impact strength<br />
doubled and their load resistance tripled<br />
through side beams.<br />
• The passenger compartment,<br />
a survival cell<br />
In an accident, the passenger compartment<br />
can play a critical role as a survival cell.<br />
Architecturally, raising the seat level not<br />
only makes the car roomier and improves<br />
visibility, but also heightens side impact<br />
protection by distancing vital body parts<br />
(head, chest and pelvis) from the impact<br />
area. Higher seats are found in the Citroën<br />
Picasso, the Peugeot 807 and Citroën C8<br />
MPVs, as well as the Peugeot Partner and<br />
Citroën Berlingo mini-MPVs.<br />
The sides of all recent vehicles have been<br />
strengthened by using very high yield<br />
strength sheet metal, which allows the side<br />
body panels to crumple extensively, yet<br />
gradually without ripping apart. Equipping<br />
recent models with side airbags as a standard<br />
option further reduces injury in the event<br />
of side impact. The Peugeot 307, 607 and<br />
807 and the Citroën C5 and C8 also have<br />
side curtain airbags to protect front and<br />
backseat passengers. These advances are<br />
especially important since accidentology<br />
shows that the severity score is greater for<br />
side than for frontal impact accidents.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 83
Corporate Citizenship<br />
AUTOMOTIVE SAFETY FACTS & FIGURES<br />
• Two road test centers: Belchamp and La Ferté-Vidame.<br />
• 18 million kilometers of road tests in 2002 (409 times around the world).<br />
• A patented multi-grip track for braking tests.<br />
• A roadhandling track for ESP/ASR.<br />
• A passive safety center with a full-size catapult, reverse catapult, pedestrian impact<br />
bench, etc.<br />
• 600 complete crash tests and 500 physical tests on automotive subsystems in 2002.<br />
• 3,000 digital crash simulations a year (entire vehicles and subsystems).<br />
• 175,000 hours of simulation on a Cray supercomputer (complete crash simulations).<br />
• Aggregate computation capacity of 1,013 gigaflops, up from 160 gigaflops at end-1999<br />
(1 gigaflop = 1 billion operations per second).<br />
• 60 crash test dummies (unit value: €150,000).<br />
Improving safety accounts for 10% of the Automobile Division’s R&D budget<br />
• Active restraint systems, a major<br />
technological breakthrough<br />
A study of 1,250 serious accidents found<br />
that the use of active restraint systems,<br />
such as seatbelts and airbags, resulted in<br />
an 80% reduction in head and chest injuries.<br />
Fastening the seatbelt, even for short trips,<br />
delivers effective protection.<br />
Seatbelt reminder system<br />
A light warns drivers that seatbelts have<br />
not been fastened and stays on until all<br />
seatbelts are buckled. Just wearing a seatbelt<br />
would reduce the number of fatalities in<br />
French car wrecks by 25%, saving 1,250 lives<br />
a year.<br />
Improving seatbelt-airbag calibration,<br />
based on the full range of passenger<br />
compartment parameters<br />
All <strong>PSA</strong> Peugeot Citroën vehicles are<br />
equipped with three-point seatbelts,<br />
pretensioners and load limiting retractors.<br />
Before the airbag deploys in a collision<br />
sequence, the passenger is pulled tight<br />
to the seat by a traction force of 80 to<br />
100 kilograms, compatible with rib cage<br />
strength, even in the elderly. This action<br />
restricts the passenger’s movement by a<br />
few precious centimeters in the event of an<br />
impact.<br />
Airbags “dampen” violent contact between<br />
occupants and passenger compartment<br />
components. Airbag deployment significantly<br />
reduces the deceleration that such contact<br />
might inflict on the brain, possibly causing<br />
serious, even fatal, injury.<br />
The vast majority of the crash tests conducted<br />
during model development are dedicated<br />
to determining passenger compartment<br />
parameters and to the crucial process of<br />
calibrating the seatbelt/airbag system to<br />
make it effective in a wide variety of accident<br />
configurations.<br />
Active headrests and footrests<br />
These innovative devices have been<br />
introduced as standard equipment on the<br />
Peugeot 307. The active headrest is designed<br />
to prevent whiplash. The active footrest<br />
moves back at the same time as the<br />
bulkhead crosspiece (the part separating<br />
the engine compartment from the<br />
passenger compartment) to prevent often<br />
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Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
YOUNG PEOPLE AND ROAD SAFETY IN GALICIA, SPAIN<br />
In 2002, the Vigo plant organized, in partnership with the government of Galicia, a campaign to teach<br />
people under 30 how to drive more responsibly. As part of the “Safe Driving” program, the Group<br />
supplied vehicles, including one equipped for the disabled, to a team of instructors that during<br />
the year taught more than 4,000 young people in Galicia’s seven largest cities.<br />
seriously incapacitating injuries such as<br />
sprained ankles.<br />
• Protecting children, a vital obligation<br />
Since 2000, nearly all Group vehicles have<br />
been equipped with Isofix attachment<br />
points for easy, fast, reliable installation of<br />
child seats in cars. However, “conventional”<br />
manufacturer-recommended seats can also<br />
offer excellent protection, provided they<br />
are properly installed.<br />
PROMOTING SAFER DRIVING<br />
Accidents are often attributable to speeding,<br />
especially in cities, to alcohol and drug use<br />
and, more generally, to risk-taking. This is<br />
why the Group has undertaken a number<br />
of road safety awareness initiatives.<br />
• Commitment to responsible advertising<br />
Under the terms of a code of practice<br />
voluntarily adopted by the auto industry in<br />
1988 and signed by <strong>PSA</strong> Peugeot Citroën,<br />
automotive professionals have agreed to<br />
ban references to speed in advertising and<br />
to ensure that their messages do not<br />
encourage aggressive driver behavior or<br />
behavior that runs counter to the elementary<br />
principles of caution. The French Advertising<br />
Verification Bureau (BVP) ensures that the<br />
code is respected.<br />
• Promoting initiatives to encourage<br />
more responsible driving<br />
Although young people are more likely to<br />
drive unsafely or to speed, messages<br />
aimed at encouraging more courteous,<br />
law-abiding and people-sensitive driving<br />
are generally addressed to all drivers. This<br />
is the objective of a variety of awareness<br />
programs initiated or continued in 2002<br />
by the Group in France, Spain, Brazil<br />
and other countries. They include an<br />
awareness campaign run jointly by the<br />
Porto Real plant and the city of Resende<br />
in Brazil, safe driving courses arranged by<br />
the Vesoul plant in France, and Group<br />
support for the driving school run by<br />
former Formula 1 driver J. P. Beltoise, and<br />
the Voiture & Co association that informs<br />
students of the effect alcohol has on<br />
drivers and organizes car pools to take<br />
people home from parties.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 85
Corporate Citizenship<br />
REDUCING URBAN T<strong>RA</strong>FFIC<br />
WITH ELCIDIS<br />
The Group is also helping to ease<br />
urban traffic. In addition to<br />
developing onboard guidance<br />
systems, it participated with other<br />
carmakers in the European Union’s<br />
ELCIDIS (Electric Vehicle City<br />
Distribution System) project,<br />
supplying electric light commercial<br />
vehicles such as the Peugeot<br />
Partner and Citroën Berlingo.<br />
Implemented in seven European<br />
cities and completed in November<br />
2002, ELCIDIS enabled the testing,<br />
over a significant period of time,<br />
of a new system for collecting<br />
goods in the suburbs and delivering<br />
them downtown in electric vehicles.<br />
• Enhancing employee awareness of road<br />
safety<br />
In 2002, the Group’s largest plants also<br />
organized road safety awareness seminars.<br />
Designed in close cooperation with local<br />
road safety experts, the seminars enabled<br />
Group employees to test their driving skills<br />
with professionals, practice emergency<br />
braking and first aid, and discuss issues with<br />
road safety representatives. Similar programs<br />
were conducted at other plants and<br />
subsidiaries. Examples include Gefco, which<br />
extended its “Good Driver Competition”<br />
to all its drivers, rewarding the best<br />
performance in obeying road regulations and<br />
preventing accidents, and the Vélizy plant,<br />
which offered employees comprehensive<br />
courses on managing motorcycle risks.<br />
PROMOTING MOBILITY TO SUPPORT<br />
DEVELOPMENT<br />
The mobility of goods and people is a key<br />
driver of economic and social development,<br />
offering access to work, healthcare,<br />
employment and culture. Today, mobility is<br />
perceived as an inalienable right, whose<br />
accessibility and quality must be continuously<br />
improved. This is particularly true in cities,<br />
currently home to 80% of Europeans and,<br />
in the future, to a majority of the world’s<br />
population. <strong>PSA</strong> Peugeot Citroën contributes<br />
to the kind of mobility that is both sustainable<br />
and a source of progress by:<br />
- Designing safe, environmentally-friendly<br />
vehicles.<br />
- Promoting a balance among transportation<br />
modes and supporting urban mobility<br />
innovations.<br />
- Supporting initiatives facilitating access for<br />
the mobility-impaired.<br />
ENCOU<strong>RA</strong>GING DISCUSSIONS<br />
AND EXPERIMENTS IN THE AREA<br />
OF URBAN MOBILITY<br />
As demand diversifies and becomes more<br />
individual, cities have to offer a greater<br />
variety of mobility resources. Most experts<br />
agree that this requires a closer fit and<br />
coordination between transportation<br />
modes, supported by research into a wide<br />
range of innovative solutions. This is why<br />
<strong>PSA</strong> Peugeot Citroën is developing new<br />
ways to use automobiles that improve<br />
traffic flow while protecting the environment.<br />
• More seamless transportation modes<br />
Electric cars are particularly well suited to<br />
urban environments<br />
With more than 8,000 units sold to date,<br />
<strong>PSA</strong> Peugeot Citroën is the world’s leading<br />
manufacturer of electric vehicles, the only<br />
cars that are quiet and emission-free. EVs<br />
are the ideal response for carrying people<br />
and delivering goods in city centers. They<br />
are particularly well suited to fleets run by<br />
government agencies, cities and urban<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
HOMERE HELPS THE VISUALLY IMPAIRED<br />
Homère is a prototype service to help blind and partially-sighted people identify routes. It was<br />
presented by the IVM at the Cité des Sciences et de l’Industrie in Paris in May 2002. Developed with<br />
the aid of visually-impaired ergonomics experts, it allows users to find their way around a place by<br />
exploring a computer-modeled virtual environment beforehand using multi-sensory perceptions.<br />
communities. In 2002, a cooperation<br />
agreement was signed with national utility<br />
Electricité de France (EDF) to work jointly<br />
on the development of electric and hybrid<br />
vehicles and to expand research in related<br />
technologies. The Group also donated<br />
electric vehicles to the Chinese Ministry of<br />
Science and Technology for a trial program<br />
in southern China.<br />
The Liselec self-service EV initiative<br />
Deployed by <strong>PSA</strong> Peugeot Citroën and a<br />
number of partners in La Rochelle, France,<br />
Liselec is a successful illustration of new<br />
ways of using automobiles. Fifty electric<br />
Peugeot 106s and Citroën Saxos are<br />
available 24/24 at seven recharging stations<br />
located near high-use locations. Subscribers<br />
use a smart card and a PIN to activate the<br />
cars, which for a small extra fee can be<br />
dropped off anywhere in the city. Liselec<br />
has been used for 78,000 trips over the<br />
past four years and welcomed its 500th<br />
subscriber at end-2002.<br />
Promoting car-pooling at Group plants<br />
<strong>PSA</strong> Peugeot Citroën is particularly<br />
committed to car-pooling. Nearly 10% of<br />
the 4,000 employees at the Vélizy technical<br />
center use the car-pooling system introduced<br />
via the plant intranet, which has improved<br />
local traffic conditions. Other Group<br />
facilities, including the new office complex<br />
in Poissy, are planning to introduce or<br />
increase the use of employee car-pooling.<br />
• Encouraging innovative actions<br />
The Institut pour la Ville en Mouvement<br />
Created in June 2000, <strong>PSA</strong> Peugeot<br />
Citroën’s Institut pour la Ville en<br />
Mouvement (IVM) is a non-profit<br />
association with a multi-disciplinary<br />
scientific council that develops innovative<br />
social, organizational and technical<br />
programs to improve urban mobility. It<br />
serves as a forum where stakeholders in<br />
urban mobility, such as researchers,<br />
urban planners, jobs associations,<br />
government agencies and companies,<br />
can interact and work in partnership on<br />
practical initiatives.<br />
The IVM is implementing ten projects<br />
focused on three main issues: improving<br />
mobility for people with special needs,<br />
increasing the efficiency and quality of city<br />
travel, and developing an urban mobility<br />
culture and knowledge base.<br />
PROMOTING SOCIAL INTEG<strong>RA</strong>TION<br />
THROUGH MOBILITY<br />
For <strong>PSA</strong> Peugeot Citroën, meeting new<br />
mobility challenges also means helping as<br />
many as people as possible gain access to<br />
mobility to support social integration of<br />
the disadvantaged and a better quality of<br />
life for the disabled. That’s why in France<br />
and abroad, the Group is working with a<br />
number of organizations and associations<br />
dedicated to achieving these two goals.<br />
In 2002, the Group provided mobility<br />
resources to a number of organizations<br />
active in a variety of fields, such as<br />
reintegration programs involving jobs and<br />
driving lessons, social inclusion of street<br />
children and the prevention of juvenile<br />
delinquency, programs to improve the<br />
quality of life of disabled children, and<br />
services for the disabled, elderly and injured.<br />
SUPPORTING PARIS’<br />
EMERGENCY SOCIAL<br />
SERVICES THROUGH<br />
MOBILITY<br />
In 2002, an agreement was signed<br />
with the Paris emergency social<br />
services agency, whereby<br />
<strong>PSA</strong> Peugeot Citroën will gradually<br />
replace the organization’s vehicle<br />
fleet. Medical and social assistance<br />
teams patrol the streets of Paris<br />
every night to bring socially<br />
excluded people to shelter or care.<br />
The Group is a signatory of the<br />
organization’s Patronage Charter<br />
and also sits on its Board of<br />
Directors.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 87
Corporate Citizenship<br />
PROMOTING ACCESS<br />
TO HEALTHCARE IN<br />
PARTNERSHIP WITH THE<br />
PORTO REAL FOUNDATION<br />
IN B<strong>RA</strong>ZIL<br />
The Porto Real production plant in Rio<br />
state supports a foundation that leads<br />
development projects for the poor<br />
districts of the city of Porto Real<br />
(13,000 inhabitants). In particular, the<br />
plant sponsors a medical team that<br />
provides healthcare to 600 families.<br />
This team, whose salaries, equipment<br />
and management costs are borne by<br />
the plant, comprises six doctors,<br />
nurses and social assistants. It<br />
provides medical and nursing care<br />
to the needy, and surveys and tracks<br />
health and social conditions in a city<br />
neighborhood.<br />
CLOSE RELATIONS WITH<br />
NEIGHBORING COMMUNITIES<br />
In addition to initiatives promoting<br />
mobility for all and enhanced road safety,<br />
<strong>PSA</strong> Peugeot Citroën also works closely<br />
with its host communities. Attentive to<br />
their needs, the Group tailors support to<br />
each individual situation, investing in local<br />
development and deploying measures in<br />
favor of jobs for the disadvantaged.<br />
SUPPORTING LOCAL DEVELOPMENT<br />
The Group’s manufacturing plants and<br />
marketing subsidiaries interact with local<br />
stakeholders in the major host regions.<br />
• Meeting an array of needs<br />
These initiatives take the form of<br />
partnerships, as in Brazil with the Porto<br />
Real Foundation, which works in poor<br />
districts of the city, and the Confiar<br />
Foundation, which provides food and<br />
education for children in the city of<br />
Resende. They also include aid for broader<br />
groups of local organizations, as in<br />
Argentina, where the <strong>PSA</strong> Peugeot Citroën<br />
production plant supports a number of<br />
schools and associations through regular<br />
donations of materials. The Vigo plant,<br />
particularly concerned by the oil spill that<br />
followed the sinking of the Prestige off the<br />
Galician coast, provided volunteers with<br />
more than 10,000 protective suits and is<br />
now working with local authorities on<br />
long-term programs.<br />
• Developing technical expertise<br />
Peugeot Citroën also cooperates with the<br />
French Ministry of Education through a<br />
national and international partnership that<br />
involves the Group’s production facilities<br />
and regional marketing departments.<br />
The related programs enable young<br />
people to discover the working world<br />
and to broaden their knowledge, while<br />
teachers can track technological<br />
developments and determine what<br />
training and equipment are best suited<br />
to preparing students for employment.<br />
Since 1999, this partnership has been<br />
extended to other countries, with the<br />
opening of automotive maintenance<br />
training centers in China, Brazil and Mexico<br />
in cooperation with local school systems.<br />
The centers also train teachers, using<br />
equipment and know-how donated by<br />
the Group. Other projects are under study<br />
for 2003.<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
In 2002, the partnership between <strong>PSA</strong> Peugeot Citroën and the French Ministry of Education led to<br />
plant visits by more than 16,000 high school and university students and teachers, day-long<br />
seminars and courses for more than 700 inspectors, principals and teachers, training for more than<br />
7,700 students and apprentices, the involvement of 200 Group employees as teachers, donations<br />
of 584 vehicles for training and the hiring of 5,870 graduates under 30.<br />
PROMOTING JOBS FOR THE DISADVANTAGED<br />
The Group’s plants deploy various<br />
initiatives to help the disadvantaged find<br />
jobs, working in partnership with public<br />
organizations and charitable associations.<br />
In addition to subcontracting work to<br />
sheltered workshops or work-based<br />
assistance centers that employ the<br />
handicapped, many plants have<br />
agreements with local, regional and<br />
national employment and integration<br />
agencies to promote the integration of<br />
the disabled, unqualified young people,<br />
and the long-term unemployed (“ANPE,<br />
ASSEDIC, Missions locales, Maisons de<br />
l’emploi, Programme Local pour l’Insertion<br />
et l’Emploi”).<br />
THE GROUP IS A MEMBER OF A NUMBER OF FRENCH ORGANIZATIONS THAT<br />
PROMOTE ENVIRONMENTAL STEWARDSHIP AND MUTUALLY RESPONSIBLE<br />
DEVELOPMENT<br />
• Comité 21: Integrates sustainable development into managerial practices.<br />
• EPE - Entreprises pour l’Environnement: Develops efficient environmental stewardship<br />
processes, engaging companies and promoting their capabilities in this area.<br />
• APPA - Association pour la Prévention de la Pollution Atmosphérique: A scientific and<br />
technical association dedicated to improving the understanding and prevention of air<br />
pollution and its impact on health and the environment.<br />
• CITEPA - Centre Interprofessionnel Technique d’Etudes de la Pollution Atmosphérique:<br />
Provides research, information and consulting on regulatory and technological<br />
developments concerning air pollution.<br />
• IMS - Institut du Mécénat de Solidarité: Supports companies in implementing their<br />
social responsibility strategies.<br />
• Admical: Provides consulting, information and training services to promote corporate<br />
sponsorship.<br />
THE GLOBAL COMPACT<br />
The Global Compact brings companies together with United Nations agencies, international<br />
labor organizations, NGOs and other parties in order to promote nine universal principles<br />
in the areas of human rights, labor standards and the environment.<br />
By embracing the Global Compact, <strong>PSA</strong> Peugeot Citroën has demonstrated its dedication<br />
to ensuring that its present and future actions, in every country where it operates around<br />
the world, contribute to sustainable development, in line with good ethical,<br />
social and environmental practices.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 89
Research and<br />
Development<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
MORE ENVIRONMENTALLY-<br />
FRIENDLY DIESEL ENGINES<br />
<strong>PSA</strong> Peugeot Citroën’s research is focused<br />
on optimizing emissions at source, i.e.<br />
during combustion, and on developing<br />
aftertreatment systems.<br />
MORE EFFICIENT COMBUSTION<br />
In conventional diesel combustion, the<br />
injected fuel-air mixture is heterogeneous.<br />
This means that some parts of the mixture<br />
are very rich in fuel, which favors the<br />
formation of particulate matter (eliminated<br />
very efficiently by the Group’s exclusive<br />
particle filter) and other parts contain<br />
higher amounts of hot air, which<br />
encourages the formation of nitrogen<br />
oxides. That’s why <strong>PSA</strong> Peugeot Citroën is<br />
investigating Homogeneous Charge<br />
Compression Ignition (HCCI), a form of<br />
combustion that reduces gross emissions<br />
of particulate matter and NOx by 90%.<br />
With injection quality playing such a critical<br />
role, the Group is working with the world’s<br />
leading original equipment manufacturers<br />
to develop very high-pressure direct<br />
injection technology. When combined with<br />
smaller diameter injector holes, this<br />
pressure, which is much higher than<br />
current levels, delivers finer spray, resulting<br />
in more efficient evaporation and<br />
optimized mixture preparation in the<br />
engine cylinder. Injection pressure in the<br />
new HDI 1.6 and 2.0-liter engines has risen<br />
to 1,600 bar from 1,300 bar in firstgeneration<br />
diesels.<br />
T<strong>RA</strong>PPING AND TREATING NOX<br />
While particle filters sharply reduce emissions<br />
of particulate matter, <strong>PSA</strong> Peugeot Citroën<br />
is exploring a number of avenues for<br />
treating nitrogen oxides, including cold<br />
plasma catalysis, DeNOx catalysis, and<br />
selective catalytic reduction.<br />
Unlike conventional catalysis, cold plasma<br />
catalysis offers effective treatment for<br />
exhaust gases at both high and low<br />
temperatures. This is a significant<br />
advantage, since nitrogen oxide emissions<br />
produced during the low-temperature<br />
ignition phase cannot be treated by<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 91
Research and Development<br />
VEHICLE AERODYNAMICS<br />
Fuel consumption is linked to vehicle weight and air resistance, making lighter, more<br />
aerodynamic vehicles critical to reducing fuel consumption and emissions. In partnership<br />
with Renault and France’s Conservatoire National des Arts et Métiers (CNAM),<br />
<strong>PSA</strong> Peugeot Citroën has installed two automotive aero-acoustic wind tunnels in Saint-<br />
Cyr-l’Ecole in the Paris region to conduct aerodynamic and aero-acoustic tests in the<br />
areas of safety, vehicle noise and CO 2 emission abatement. The €35-million investment,<br />
financed two-thirds by the two carmakers and one-third by the French government,<br />
positions the partnership as the European leader in aero-acoustics for ground vehicles.<br />
The facility is scheduled to open in summer 2003.<br />
conventional catalysis. Bench tests in the<br />
laboratory demonstrated that nitrogen<br />
oxide (NOx) emissions are reduced by more<br />
than 70%.<br />
In DeNOx catalysis, the NOx is trapped by<br />
a catalyst impregnated with NOx–absorbing<br />
compounds during conventional engine<br />
operating phases on a lean fuel mixture.<br />
When the trap is saturated, the NOX is<br />
reduced and returned safely to the<br />
atmosphere in the form of nitrogen by<br />
running the engine for several seconds with<br />
a rich mixture. When used in combination<br />
with certain HDI engines, this catalyst will<br />
further improve conversion rates.<br />
IMPROVED GASOLINE ENGINES<br />
Conventional internal combustion engines<br />
must also continue to improve their<br />
emissions control performance until<br />
alternate technologies are mature enough<br />
to replace them.<br />
MORE FLEXIBLE VALVES FOR LESS CO 2<br />
Improving distribution systems to enhance<br />
the efficiency of spark ignition engines<br />
entails modifications to valve timing, which<br />
at present is permanently set in the factory.<br />
<strong>PSA</strong> Peugeot Citroën is preparing for the<br />
widespread introduction of variable timing<br />
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Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
systems. These systems—known as variable<br />
valve timing (VVT), variable valve lift system<br />
and timing (VVL), or Valvetronic—adjust<br />
the timing and degree of valve opening<br />
instantly to optimize cylinder filling and<br />
increase engine efficiency.<br />
Longer-term, the logical outcome of this<br />
research will be the camless engine, in<br />
which throttle valves will be operated by a<br />
computer-controlled electromagnetic or<br />
electrohydraulic system, instead of a<br />
camshaft. With this technology, the throttle<br />
valve and related pumping losses will be<br />
eliminated, thereby directly reducing fuel<br />
consumption—and with it CO 2 emissions—<br />
by as much as 10% compared with existing<br />
engines.<br />
DIRECT GASOLINE INJECTION FOR<br />
INCREASED FUEL ECONOMY<br />
<strong>PSA</strong> Peugeot Citroën is also conducting<br />
research into direct gasoline engine injection<br />
that, like the camless engine, would<br />
eliminate pumping losses linked to the<br />
throttle valve. Another area of study is<br />
stratified combustion, based on the<br />
observation that a slightly richer air-fuel<br />
mixture is needed for ignition than in other<br />
parts of the combustion chamber. If<br />
differentiated combustion regions can be<br />
created on a sustainable basis, the fuel<br />
mixture could be kept as lean as possible<br />
to minimize fuel consumption. These<br />
technologies could reduce consumption by<br />
around 5%.<br />
HYBRID VEHICLES, AN EMERGING<br />
TECHNOLOGY<br />
To reduce fuel consumption, hybrid vehicles<br />
combine two sources of energy, an internal<br />
combustion engine and an electric motor.<br />
In June 2002, <strong>PSA</strong> Peugeot Citroën and<br />
Electricité de France (EDF) signed a<br />
cooperation agreement to develop electric<br />
and hybrid vehicles and to step up research<br />
into associated technologies. Both partners<br />
place great importance on expanding the<br />
use of environmentally friendly automobiles,<br />
in particular among owners of electric<br />
vehicle fleets, such as public authorities,<br />
communities, and companies.<br />
The main challenge for the future is<br />
batteries, whose size, cost and volume can<br />
all be improved. The next hybrid electrical<br />
applications will be based on nickel-metalhydride<br />
batteries. In the longer term,<br />
though, lithium-ion batteries will overtake<br />
them, since they potentially offer a better<br />
energy/power ratio for equivalent volume<br />
and a lower objective cost, after adjustments<br />
to vehicle architecture.<br />
The Group is taking a pragmatic, prudent<br />
approach to three types of hybrid vehicle:<br />
- Stop and Start vehicles, which cut the<br />
engine whenever the car stops. By<br />
eliminating the idling phase, this solution<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 93
Research and Development<br />
NETWORKED CARS AND THE DOMOBILE<br />
<strong>PSA</strong> Peugeot Citroën has developed new wireless systems that provide access to<br />
emerging telematic services in Europe, such as traffic information and SMS. Their<br />
purpose is to help improve traffic control and safety by enriching dialogue with the<br />
driving environment (road conditions, traffic, traffic conditions, etc.). Services include<br />
visual and voice information to guide drivers using a GPS locator, a CD-ROM with<br />
local maps supported by a navigational computer, etc...<br />
Sustainable mobility also has to integrate the fact that passengers should be able<br />
to surf the Web, read their e-mail, connect their laptop, listen to Internet radio or<br />
watch streaming videos, just like they do at home or in the office. The Group is<br />
working on a new concept responding to this emerging trend. Known as the<br />
Domobile, it is being developed with a constant focus on ensuring that the humanmachine<br />
interface guarantees easy, user-friendly access to these high-tech<br />
applications, without jeopardizing the safety of road users.<br />
lowers fuel consumption and emissions,<br />
and since the engine shuts down only if<br />
a number of criteria are met, it does not<br />
endanger safety or inconvenience the<br />
driver. Another advantage for vehicle<br />
occupants and the surrounding area is<br />
that engine noise is eliminated during<br />
shutdown.<br />
- Mild Hybrids optimize cost effectiveness<br />
with an integrated generator-starter. At a<br />
price that compares favorably with<br />
conventional solutions, the electric system<br />
provides extra power, Stop and Start<br />
capability, and anti-stall protection that<br />
significantly enhances environmental<br />
performance.<br />
- Full Hybrids optimize powertrain output<br />
by electronically managing the electric<br />
and internal combustion engines,<br />
automatically switching from one to the<br />
other depending on which one is more<br />
efficient. <strong>PSA</strong> Peugeot Citroën is developing<br />
such hybrids with a driver-activated zero<br />
emission vehicle (ZEV) option.<br />
FUEL CELLS, A BREAKTHROUGH<br />
TECHNOLOGY<br />
Fuel cells make the introduction of longrange<br />
electric vehicles theoretically<br />
possible. The challenge is to convert the<br />
chemical energy into electricity directly on<br />
board. The Group is exploring a variety of<br />
options for developing an affordable,<br />
reasonably sized onboard fuel cell that can<br />
be used safely. At present, for the same<br />
range, a hydrogen fuel tank is five to ten<br />
times bigger than a gasoline tank.<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
THE CAR AND OUR FIVE SENSES<br />
Research is also being conducted on the automobile’s role as a multi-sensory<br />
environment. The most obvious perceptions are visual and tactile, and many<br />
programs are concerned with passenger compartment brightness, textile and plastic<br />
quality, and seat comfortableness. Other projects are working on auditory<br />
perceptions, to harmonize the growing number of electronic sounds and achieve a<br />
better balance between a quiet ride and the information needed for driving. Research<br />
into olfactory perceptions aims to offer personalized fragrances that match the car’s<br />
personality. These and similar programs are moving in the direction of “profiled”<br />
model lines corresponding to each driver’s sense of well-being.<br />
<strong>PSA</strong> Peugeot Citroën is already working on<br />
two specific applications:<br />
- The first is the Taxi PAC demonstrator,<br />
which stores pressurized hydrogen in a<br />
removable Plug and Drive rack. This<br />
corresponds to the fuelling practices of<br />
the target users, drivers of city fleets. Taxi<br />
PAC also operates in range extender<br />
mode, where the hydrogen fuel cell<br />
backs up the battery-driven powertrain.<br />
- The second manufactures hydrogen on<br />
board, on demand, from a sodium<br />
borohydride aqueous solution and a<br />
catalyst. This solution resolves the<br />
problem of storing hydrogen safely and<br />
in sufficient quantities on board a<br />
reasonably sized car. The Peugeot H 2 O<br />
demonstrator, which also operates in<br />
extended range mode, was presented at<br />
the Paris Auto Show in September 2002.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 95
96<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Management’s<br />
discussion<br />
and analysis<br />
98<br />
Consolidated results<br />
108<br />
114<br />
Group financing<br />
Return on capital employed<br />
116<br />
119<br />
Management of operational and<br />
financial risks<br />
First-quarter 2003 sales<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 97
Consolidated results<br />
1. CHANGES IN SCOPE OF CONSOLIDATION<br />
Implementation of the Group’s strategy<br />
led to several changes in the scope of<br />
consolidation in 2002 and 2001. The most<br />
significant in 2002 concerned Dong Feng<br />
Citroën Automobile Company (DCAC),<br />
which was accounted for by the equity<br />
method for the first time. The Group owns<br />
27% of the capital of DCAC, a Chinese<br />
company set up in 1992 to manufacture<br />
and sell Citroën automobiles in the local<br />
market. The decision to account for<br />
DCAC by the equity method was made<br />
following the signature of a series of<br />
agreements between the Group and its<br />
Chinese partner, Dong Feng Motors<br />
(DFM), which owns 31% of DCAC. These<br />
agreements heralded the beginning of a<br />
new phase in the Group’s development<br />
in China. The most important agreements,<br />
which were signed on October 25, 2002<br />
and approved by the Chinese government<br />
on December 11, 2002, provide for the<br />
development of a Peugeot dealer network<br />
alongside the existing Citroën network,<br />
as well as the launch of local production<br />
of six new Peugeot and Citroën models<br />
for the Chinese market between 2002 and<br />
2004. In recognition of this major<br />
extension of its activities, on January 23,<br />
2003, DCAC changed its name to Dong<br />
Feng Peugeot Citroën Automobile (DPCA).<br />
These agreements provide for a change in<br />
DPCA’s ownership structure during 2003<br />
that will give the <strong>PSA</strong> Peugeot Citroën<br />
Group 50% of the capital. The first step in<br />
the process will be for DPCA to carry out a<br />
CNY 1,000 million (€115 million) share<br />
issue, underwritten in the amount of CNY<br />
624 million (€72 million) by the Group<br />
and CNY 376 million (€43 million) by<br />
DFM. This will be followed by the buyout<br />
of the Chinese and French partner<br />
banks, representing an investment of<br />
CNY 1,264 million (€146 million) for the<br />
Group. Lastly, a new management structure<br />
will be set up allowing the <strong>PSA</strong> Peugeot Citroën<br />
Group and DFM to share management<br />
control of DPCA on a 50/50 basis.<br />
In October 2002, the Automobile division<br />
sold the Villers la Montagne aluminium<br />
foundry to the Manzoni Bouchot group.<br />
The transaction supports the Group’s<br />
industrial strategy, which consists of focusing<br />
capital expenditure on developing the vehicle<br />
offering and buying in components from<br />
suppliers who specialize in the operations<br />
concerned and are better equipped to<br />
develop the requisite technical expertise<br />
and reduce unit costs.<br />
In early 2002, Banque <strong>PSA</strong> Finance, the<br />
Group’s Finance division, took over direct<br />
control of retail financing and leasing<br />
operations in the United Kingdom, as well as<br />
the supply of the related services, through<br />
a local branch. Until the end of 2001, these<br />
activities were conducted by a joint subsidiary<br />
of Banque <strong>PSA</strong> Finance and a local partner,<br />
which is continuing to manage the existing<br />
loan and leasing portfolios on a run-off basis.<br />
This change supports Banque <strong>PSA</strong> Finance’s<br />
strategy of proposing services closely aligned<br />
with the marketing strategy of the Peugeot<br />
and Citroën marques. It also reflects the<br />
division’s drive to integrate the management<br />
of these services into operating systems<br />
shared by all the bank’s European subsidiaries<br />
and branches.<br />
During 2001, Faurecia, the Group’s<br />
Automotive Equipment division, acquired<br />
the automobile businesses of Sommer<br />
Allibert, a French designer and manufacturer<br />
of instrument panels, cockpits, door<br />
panels and soundproofing. The transaction,<br />
which is described in detail in the 2001<br />
annual report, represented a total<br />
investment of €1,495 million. The first<br />
step consisted of the acquisition, by<br />
Peugeot S.A., of the entire capital of SIT,<br />
the company that held Sommer Allibert’s<br />
automobile businesses. Peugeot S.A.<br />
subsequently exchanged the SIT shares<br />
for Faurecia shares, raising its interest in<br />
Faurecia to 71.6%. The acquisition has<br />
made Faurecia one of the world’s top<br />
three players in each of its markets, with a<br />
broad customer base. Its direct and indirect<br />
sales to the Automobile division represented<br />
only 25.7% of total sales in 2002.<br />
In May 2001, Gefco, the Group’s<br />
Transportation and Logistics division, sold<br />
its Transauto-Stur subsidiary to the Via<br />
Location group. Transauto-Stur is a road<br />
transportation company with a fleet of<br />
around 900 trucks. The divestment was<br />
in line with Gefco’s strategy of focusing<br />
on high value-added transportation and<br />
logistics services and outsourcing actual<br />
transportation operations.<br />
Detailed information about changes in<br />
the scope of consolidation is provided<br />
in note 3 to the consolidated financial<br />
statements.<br />
2. SALES<br />
2.1. Consolidated sales<br />
Consolidated net sales rose 5.4% to<br />
€54,436 million in 2002. In 2001,<br />
reported sales increased by 16.9% to<br />
€51,663 million from €44,181 million<br />
the previous year, including the contribution<br />
of the Sommer Allibert automobile<br />
business acquired by Faurecia during the<br />
year. Based on a comparable scope of<br />
consolidation, 2001 sales growth came to<br />
11.3%. Also in 2001, the cost of certain<br />
sales incentive programs was recorded as<br />
a deduction from sales, and not under<br />
operating expense as was previously the<br />
case. This change was decided in order to<br />
follow the practice adopted by the other<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
major automobile manufacturers worldwide.<br />
Excluding the effect of this change of<br />
presentation and based on a comparable<br />
scope of consolidation, sales rose 13.7%<br />
compared with 2000.<br />
2.2. Sales by business - manufacturing<br />
and sales companies<br />
The contribution of the manufacturing<br />
and sales companies to consolidated sales<br />
breaks down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 43,951 41,524 37,436<br />
Transportation and Logistics 2,646 2,643 2,329<br />
Automotive Equipment 9,866 9,611 5,840<br />
Other businesses 1,003 976 983<br />
Inter-company eliminations (4,560) (4,466) (3,610)<br />
Total <strong>PSA</strong> Peugeot Citroën 52,906 50,288 42,978<br />
Automobile division sales totaled €43,951<br />
million, up 5.8% on 2001. Peugeot and<br />
Citroën’s global sales volume expanded by<br />
4.3% to 3,267,500 vehicles and CKD units,<br />
a total in line with the 3.25 million unit target<br />
announced by the Group in February 2002.<br />
In 2001, the division’s sales climbed 10.9%<br />
(13.9% based on comparable presentation<br />
methods), reflecting 11.3% volume growth<br />
to 3,132,800 units.<br />
In Western Europe, a total of 2,557,000<br />
passenger cars and light commercial<br />
vehicles were sold in 2002, compared<br />
with 2,545,500 in 2001. The modest<br />
increase was achieved in a market down<br />
3%, leaning towards the low-end of the<br />
scenarios envisaged by the Group at the<br />
start of 2002 when forecasts ranged from<br />
flat to a 4% decline. The higher volumes<br />
boosted the Group’s market share to<br />
15.5%, from 15% in 2001 and 13.7%<br />
in 2000. This performance consolidated<br />
<strong>PSA</strong> Peugeot Citroën’s position as<br />
Europe’s second largest carmaker and the<br />
number one manufacturer of light<br />
commercial vehicles. Highlights of the year<br />
included the successful launch of the<br />
Citroën C3 and C8, the Peugeot 307 SW,<br />
206 SW and 807, restyled versions of the<br />
Peugeot Partner and Boxer and the<br />
Citroën Berlingo and Jumper. Sales of the<br />
Peugeot 307 increased sharply, and<br />
demand for the Peugeot 206 and the<br />
Citroën Picasso remained strong. Sales of<br />
all the Group’s model ranges were<br />
boosted by the continuing success of the<br />
common rail high-pressure direct injection<br />
(HDI) diesel engine, including the new<br />
1.4-liter turbo-charged version launched<br />
in 2002. Diesel-powered passenger car<br />
sales climbed 9.5%, fueling a further rise<br />
in the Group’s share of this market<br />
segment to 18.9%.<br />
Outside Western Europe, sales of Peugeot<br />
and Citroën cars and CKD units expanded<br />
by 21% to 710,500 units from 587,300<br />
the previous year, building on the 22.5%<br />
gain in 2001. Volumes were higher in all<br />
strategic geographic markets. In Central<br />
and Eastern Europe, including Turkey, sales<br />
rose 24.9% to 168,700 units, delivering<br />
significant market share gains in last year’s<br />
slightly more buoyant market in Poland<br />
and Turkey, as well as in the region as a<br />
whole. In Latin America, Group sales<br />
increased 1.3% to 109,300 units despite<br />
the collapse of the Argentina market and<br />
weaker demand in Brazil. The performance<br />
was led by a 33.7% surge in sales (to 63,700<br />
units) in Brazil, where the Peugeot 206 and<br />
Citroën Picasso have been produced locally<br />
since summer 2001. In China, where the<br />
market soared 53% to 1,098,200 units, the<br />
Group raised its sales volume by 57.3% to<br />
85,500 cars, thanks in particular to the<br />
success of the Citroën Elysée, the launch of<br />
the Citroën Picasso and the first local sales of<br />
Peugeot models. Lastly, sales of CKD units<br />
to Iran for local assembly by Iran Khodro<br />
and Saipa totaled 156,500 units, an increase<br />
of 46.7% on 2001.<br />
Sales by the Transportation and Logistics<br />
business inched up 0.1% to €2,646 million.<br />
Based on a comparable scope of<br />
consolidation, the increase was 0.8%. This<br />
subdued growth, on the back of a strong<br />
14.9% rise in 2001 (excluding Transauto-<br />
Stur which was divested in May 2001),<br />
stemmed in part from the lackluster<br />
economic conditions in Europe. In<br />
addition, Gefco adopted a more selective<br />
approach to managing its customer<br />
portfolio, as part of its ongoing drive<br />
to improve profit margins.<br />
Automotive Equipment sales rose 2.7% to<br />
€9,866millionfrom€9,611million in 2001.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 99
Management’s discussion and analysis<br />
Excluding the effect of changes in<br />
exchange rates and in the price of<br />
precious metals used in the manufacture<br />
of exhaust systems, year-on-year sales<br />
growth came to 9.3%. This performance,<br />
achieved in a year when automobile<br />
production in Europe contracted by an<br />
estimated 2%, reflected a further increase<br />
in Faurecia’s penetration rate among its<br />
main customers and the success of<br />
automobile models equipped with<br />
Faurecia products. It built on a 64.6%<br />
rise in sales in 2001, including the<br />
contribution of the Sommer Allibert<br />
automobile business from January 2001,<br />
and a 14.5% increase in comparable sales.<br />
2.3. Finance company revenues<br />
In 2002, new retail financing was<br />
provided for 803,500 Peugeot and Citroën<br />
vehicles, compared with 801,100 vehicles<br />
the previous year. New vehicle retail<br />
financing edged up 0.5% to 622,800 units,<br />
slightly exceeding the rate of growth in<br />
Group registrations in Europe where<br />
Banque <strong>PSA</strong> Finance carries out the bulk<br />
of its lending activities. The finance<br />
companies provided financing for 25.3%<br />
of the Peugeot and Citroën vehicles sold<br />
during the year, the same penetration rate<br />
as in 2001. The volume of used vehicle<br />
financing granted during the year<br />
declined 0.4% to 180,700 units, reflecting<br />
the finance companies’ selective approach<br />
designed to preserve the low risk profile<br />
of the loan portfolio.<br />
In 2001, new retail financing was provided<br />
for 801,100 vehicles, an increase of 13.9%<br />
on the previous year. Financing volumes<br />
rose 17.7% for new vehicles and 2.6% for<br />
used vehicles.<br />
As of December 31, 2002, outstanding<br />
loans stood at €18,687 million, including<br />
securitized loans which have been removed<br />
from Banque <strong>PSA</strong> Finance’s balance sheet.<br />
In June 2001, Crédipar, the Bank’s French<br />
subsidiary, sold €1,000 million worth of<br />
automobile loans to a special purpose<br />
entity which in turn issued asset-backed<br />
securities to international institutional<br />
investors. The asset pool has been kept at<br />
this level since June 2001, through the<br />
sale of new automobile loans to replace<br />
the original loans when they reach<br />
maturity. In July 2002, Crédipar and<br />
Banque <strong>PSA</strong> Finance’s spanish branch sold<br />
€1,500 million worth of automobile loans<br />
to the special purpose entity. The asset<br />
pool is regularly topped up in the same<br />
way as for the first securitization. As<br />
a result of these top-up sales, as of<br />
December 31, 2002, automobile loans<br />
totaling €2,500 million were securitized.<br />
These securitization operations form part<br />
of the financing strategy of the Group and<br />
Banque <strong>PSA</strong> Finance (see Group Financing,<br />
1. Financing strategy).<br />
Outstanding loans, including securitized<br />
loans, at December 31, 2002 were 8.6%<br />
above the year-earlier total of €17,215<br />
million, which in turn was 17.3% above<br />
the year-end 2000 figure. As shown in the<br />
following table, growth over the threeyear<br />
period was primarily driven by strong<br />
sales of retail and lease financing.<br />
(in millions of euros) Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2000<br />
Outstanding loans, including securitized loans<br />
- Retail and lease financing 13,878 12,863 10,857<br />
- Wholesale financing 4,809 4,352 3,822<br />
Total Banque <strong>PSA</strong> Finance 18,687 17,215 14,679<br />
After deducting automobile loans sold under the two securitization programs described above, year-on-year increases were as follows:<br />
(in millions of euros) Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2000<br />
Outstanding loans, excluding securitized loans<br />
- Retail and lease financing 11,378 11,863 10,857<br />
- Wholesale financing 4,809 4,352 3,822<br />
Total Banque <strong>PSA</strong> Finance 16,187 16,215 14,679<br />
Financing revenues from loans carried<br />
on Banque <strong>PSA</strong> Finance’s balance sheet<br />
correspond to gross interest income on<br />
the loans. For the securitized loans<br />
removed from the balance sheet,<br />
financing revenues correspond to<br />
revenues on the Bank’s retained interest,<br />
i.e. interest income net of financing costs<br />
and credit losses. Total financing<br />
revenues also include interest earned on<br />
the permanent cash reserves carried in<br />
Banque <strong>PSA</strong> Finance’s balance sheet as<br />
part of the financing strategy described<br />
below (see Group Financing, 1. Financing<br />
strategy).<br />
100<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Total financing revenues break down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
From third parties 1,530 1,375 1,203<br />
Intercompany 170 212 184<br />
Total Banque <strong>PSA</strong> Finance 1,700 1,587 1,387<br />
Revenues climbed 7.1% in 2002, after rising<br />
14.4% in 2001. These strong rates of<br />
growth were directly attributable to<br />
expansion of the loan portfolio and rapidly<br />
growing revenues from sales of maintenance,<br />
insurance and other financing-related<br />
services. Revenues from these services<br />
climbed 13% in 2002 to €111 million,<br />
building on a 19% gain in 2001.<br />
3. OPE<strong>RA</strong>TING MARGIN<br />
The Group’s business and earnings targets<br />
for 2002 were set in February 2002 based<br />
on two possible scenarios for the European<br />
automobile market – flat or a 2-4% decline<br />
compared with 2001. Assuming a flat<br />
market, the Group set as its target an<br />
operating margin of €2,900 million,<br />
including a 5% margin for the Automobile<br />
Division. Assuming a 2-4% decline, the<br />
targets were set at €2,800 million and<br />
4.8% respectively. Although the European<br />
automobile market contracted by 3% -<br />
corresponding to the second scenario –<br />
the Group succeeded in achieving the<br />
targets set under the first, more optimistic<br />
scenario. Total operating margin came in<br />
at €2,913 million, while the Automobile<br />
Division margin represented 5% of sales.<br />
Operating Margin<br />
Consolidated operating margin increased by<br />
9.8% in 2002 compared with the 2001 total<br />
of €2,652 million, which in turn was up<br />
25% on the 2000 figure of €2,121 million.<br />
Over the three-year period, the margin rate<br />
climbed from 4.8% of sales in 2000 to 5.1%<br />
in 2001 and 5.4% in 2002. The consolidation<br />
of the Sommer Allibert automobile business<br />
acquired by Faurecia added €134 million<br />
to 2001 operating margin.<br />
(in millions of euros – as % of sales)<br />
3.1. Operating margin by businesses - manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 2,183 1,992 1,579<br />
Transportation and Logistics 134 119 100<br />
Automotive Equipment 251 262 176<br />
Other businesses 26 31 2<br />
Total 2,594 2,404 1,857<br />
Automobile Division operating margin<br />
stood at €2,183 million, representing 5%<br />
of sales, versus €1,992 million (4.8% of<br />
sales) in 2001 and €1,579 million (4.2%<br />
of sales) in 2000. The increase between<br />
2001 and 2002 was 9.6%.<br />
The main factors underlying the growth<br />
in operating margin in 2002 are as follows:<br />
- higher unit sales, a shift in the sales mix<br />
following the launch of new models and<br />
a shift in the geographic mix had a net<br />
positive impact of €73 million. Volume<br />
growth excluding the effect of mix changes<br />
contributed €268 million to the increase,<br />
while higher margins on the new models<br />
launched in 2001 and 2002 improved the<br />
product mix, adding €54 million. These<br />
gains were partly offset, however, by the<br />
€249 million negative impact of changes<br />
in the geographic mix, resulting from the<br />
contraction of the European market and<br />
lower margins in Brazil.<br />
-the price effect had a positive impact<br />
of €29 million, reversing the traditional<br />
trend towards lower prices that trimmed<br />
€201 million from operating margin in<br />
2001 and €445 million in 2000.<br />
The favorable price impact testifies to<br />
the benefits of the Group’s strategic<br />
commitment to innovation and to<br />
extending and rapidly renewing the model<br />
line-up, as well as to the success of the<br />
two marques’ vehicles. Sales growth and<br />
market share gains were achieved without<br />
resorting to excessive sales incentives and<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 101
Management’s discussion and analysis<br />
prices were successfully adjusted in most<br />
of its markets. These adjustments more<br />
than offset the cost of extending the<br />
standard warranty period from one to<br />
two years in most Western European<br />
countries, between the end of 2001 and<br />
the beginning of 2002;<br />
- production cost savings totaled €773<br />
million, including some €106 million<br />
attributable to lower raw materials prices.<br />
This further demonstrated the Group’s<br />
ability to steadily reduce production<br />
costs, excluding raw materials, by around<br />
an aggregate €600 million a year;<br />
- changes in exchange rates had a negative<br />
impact of €71 million, mainly attributable<br />
to the British pound and the Polish zloty;<br />
- increases in employee compensation had<br />
an estimated impact of €236 million,<br />
including a €19 million rise in statutory<br />
profit-sharing and incentive bonus<br />
programs. In all, €232 million was<br />
granted to Automobile Division employees<br />
under these two programs in 2002<br />
(€249 million for the Group as a whole);<br />
- higher research and development<br />
spending had a €170 million impact;<br />
- capital spending-related increases in<br />
depreciation expense and operating costs<br />
reduced operating margin by €130 million;<br />
- lastly, a €43 million charge was recorded<br />
in connection with the new European<br />
regulations governing end-of-life vehicles,<br />
primarily related to vehicles in the<br />
Netherlands.<br />
Operating margin in the Transport and<br />
Logistics business amounted to €134 million,<br />
representing 5.1% of sales, versus<br />
€119 million (4.5% of sales) in 2001 and<br />
€100 million (4.3% of sales) in 2000.<br />
The 12.6% increase in 2002 – achieved in<br />
a period of economic weakness and<br />
subdued sales growth – was attributable to<br />
the increased proportion of sales generated<br />
by higher value-added services (logistics,<br />
warehousing and car preparation services)<br />
coupled with ongoing productivity gains.<br />
Automotive Equipment operating margin<br />
came to €251 million after eliminating<br />
transactions with the Automobile Division<br />
or €256 million including these transactions,<br />
representing 2.6% of sales. The comparative<br />
figures for 2001 and 2000 were respectively<br />
€260 million (2.7% of sales) and €182<br />
million (3.1% of sales).<br />
The change in operating margin in 2002<br />
reflects the net impact of the following<br />
developments:<br />
- strong growth in sales (up 7.8% excluding<br />
catalytic converters), with all businesses<br />
except exhaust systems contributing to<br />
the increase;<br />
- sustained productivity gains achieved<br />
under the 10/10 Plan, as well as through<br />
the redeployment of manufacturing<br />
resources and the implementation of a<br />
new purchasing plan;<br />
- the initial benefits of the new program<br />
management system (PMS);<br />
- significantly lower margins compared with<br />
earlier generations under programs that<br />
went into production between 2000 and<br />
2002 and accounted for 50% of 2002<br />
sales; a limited number of these programs<br />
are currently generating negative margins;<br />
- high production start-up costs, due in part<br />
to the large number of launches in 2002<br />
but also performance levels that still fall<br />
short of expectations;<br />
- tight control over research and<br />
development costs, which, excluding<br />
costs billed to customers, declined<br />
16.1% to €215 million in 2002;<br />
- an increase in administrative and selling<br />
expenses, to the equivalent of 2.9% of<br />
sales versus 2.6% the previous year, in<br />
order to enhance the management<br />
resources needed to cope with Faurecia’s<br />
increased size.<br />
3.2. Research and development costs -<br />
manufacturing and sales companies<br />
R&D costs totaled €1,865 million<br />
versus €1,733 million in 2001. Spending<br />
increased by 7.6% in 2002 and 6.6%<br />
in 2001.<br />
Automobile Division R&D spending came<br />
to €1,631 million, an increase of 11.6%<br />
compared with 5.3% in 2001. Controlled<br />
growth in these costs, which currently<br />
increase at roughly the same rate as sales,<br />
is attributable to the platform strategy,<br />
which has been applied to all new vehicle<br />
development since 2001. That was when<br />
the three platforms that serve as the basis<br />
for the majority of the Group’s vehicles<br />
became fully available, leading to a<br />
significant decrease in the R&D costs of<br />
vehicles to be launched.<br />
The strategy of cooperation with other<br />
carmakers is also delivering increasing<br />
benefits in terms of R&D costs. This strategy<br />
allows the Group to share development<br />
and process engineering costs with its<br />
partners on a 50/50 basis for new<br />
mechanical components (Ford, BMW,<br />
Renault) or platforms (Fiat, Toyota). In<br />
2002, R&D costs shared with partners<br />
totalled €428 million.<br />
Automobile Division R&D spending for<br />
2002 represented 3.7% of division sales.<br />
Including development costs related to<br />
existing models, covering new versions,<br />
new engine offers and restyles, the total<br />
was €2,019 million, corresponding to<br />
4.6% of sales. These latter costs are<br />
included in cost of sales, rather than R&D<br />
costs, in order to present production costs<br />
more fairly and measure sales margins<br />
more accurately. The current contained<br />
growth in R&D spending means that both<br />
percentages are close to those for 2001<br />
(3.5% and 4.5% respectively).<br />
102<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Automotive Equipment R&D spending<br />
totaled €616 million in 2002, representing<br />
6.2% of sales. Excluding costs invoiced<br />
to customers, the net amount was<br />
€215 million, representing 2.2% of sales.<br />
Net R&D spending was down by 16.1%<br />
on the 2001 figure of €255 million,<br />
corresponding to 2.7% of the division’s sales.<br />
3.3. Operating margin - finance<br />
companies<br />
The finance companies’ operating margin<br />
rose sharply in 2002 to €319 million,<br />
marking the end of three years of flat<br />
margins with €248 million in 2001,<br />
€264 million in 2000 and €242 million<br />
in 1999. Profitability was weakened in<br />
2001 by the lower margins on new<br />
contracts booked in 2000 and early 2001,<br />
caused by the higher refinancing rates<br />
that could not be fully passed on to<br />
customers due to the stiff competition in<br />
the European consumer loans market.<br />
Lending margins improved rapidly in<br />
2002, adding €35 million to operating<br />
margin, while outstanding loans continued<br />
to increase, adding a further €59 million.<br />
Credit losses were reduced to 0.40% of<br />
outstanding loans before securitizations<br />
from 0.43% the previous year, representing<br />
a low rate compared with the industry as<br />
a whole and increasing operating margin<br />
by €8 million. Overheads rose by €32.5<br />
million, including €23.8 million attributable<br />
to a change in the allocation of headquarters<br />
expenses within the Group, and €8.7 million<br />
corresponding to a 3.2% increase in costs<br />
on a comparable allocation basis. This rate<br />
of growth, which was significantly less than<br />
the increase in outstanding loans, reflects<br />
the initial benefits of the restructuring plan<br />
that will gradually lead to the creation of an<br />
integrated organization across Europe.<br />
Operating margin also improved significantly<br />
as a percentage of outstanding loans, rising<br />
to 1.8% versus 1.6% in 2001 and coming<br />
close to the 1.9% achieved in 2000.<br />
3.4. Personnel costs<br />
Personnel costs break down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 5,569 5,339 5,031<br />
Transportation and Logistics 290 276 256<br />
Automotive Equipment 1,877 1,745 1,111<br />
Other businesses 184 178 177<br />
Total manufacturing and sales companies 7,920 7,538 6,575<br />
Finance companies 115 111 105<br />
Total <strong>PSA</strong> Peugeot Citroën 8,035 7,649 6,680<br />
Personnel costs rose by 5% in 2002, after<br />
increasing 14.5% the previous year.<br />
Excluding the €593 million in personnel<br />
costs of Sommer Allibert, which was<br />
consolidated for the first time in 2001,<br />
the increase compared with 2000 would<br />
have been 5.6%. These rises reflect higher<br />
employee compensation (see 3.1 above)<br />
and growth in employee numbers.<br />
Employee numbers at December 31,<br />
2002, 2001 and 2000 were as follows:<br />
2002 2001 2000<br />
Automobile 133,300 129,700 127,600<br />
Transportation and Logistics 8,000 7,700 7,500<br />
Automotive Equipment 52,200 49,700 31,900<br />
Other businesses 2,900 3,300 3,400<br />
Total manufacturing and sales companies 196,400 190,400 170,400<br />
Finance companies 2,200 2,100 2,000<br />
Total <strong>PSA</strong> Peugeot Citroën 198,600 192,500 172,400<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 103
Management’s discussion and analysis<br />
Employee numbers at December 31, 2001<br />
include the employees of Sommer Allibert<br />
for the first time (18,700 people).<br />
As of the same date, 747,329 convertible<br />
bonds were outstanding, representing<br />
4,483,974 potential shares.<br />
used in prior years and the effect of discounting<br />
the reserves set up in 1999 when the initial<br />
agreements were signed.<br />
4. NET INCOME<br />
Net income for the year came to €1,690<br />
million, unchanged compared with<br />
€1,691 million in 2001 and up by 28.9%<br />
on the 2000 figure of €1,312 million. Net<br />
margin stood at 3.1% of sales, versus<br />
3.3% in 2001 and 3.0% in 2000. Net<br />
income for 2001 included a non-recurring<br />
after-tax gain of €139 million (representing<br />
0.3% of sales) on the sale of a real estate<br />
complex just outside Paris.<br />
Earnings per share for 2002 stood at<br />
€6.65 compared with €6.42 in 2001 and<br />
€5.02 in 2000, representing increases of<br />
3.6% in 2002 and 27.9% in 2001. There<br />
were no dilutive instruments outstanding<br />
in 2002 and diluted earnings per share<br />
would therefore also amount to €6.65,<br />
versus €6.40 in 2001 and €4.84 in 2000,<br />
representing increases of 3.9% and 32.2%<br />
respectively.<br />
During 2002, the Group bought back<br />
12,231,442 Peugeot S.A. shares (net of<br />
shares sold during the year) at an average<br />
price of €45.42 per share. The transactions<br />
were carried out under the stockholder<br />
authorization given at the General Meeting<br />
of May 16, 2001 and May 15, 2002. As of<br />
December 31, 2002, the capital stock of<br />
Peugeot S.A. was made up of 259,109,146<br />
shares of common stock, unchanged from<br />
year-end 2001. Of the total, 15,208,709<br />
shares were held in portfolio. As of<br />
December 31, 2001, the Company held<br />
2,994,287 shares in treasury stock. As of<br />
December 31, 2000, capital stock was<br />
made up of 278,223,630 shares of<br />
common stock with a par value of €1, of<br />
which 16,044,378 were held in portfolio.<br />
The average number of shares outstanding<br />
during the year (excluding treasury stock)<br />
used to compute earnings per share was<br />
254,201,332 shares in 2002,263,357,148<br />
shares in 2001 and 261,283,962 in 2000.<br />
4.1. Early-termination plan costs -<br />
manufacturing and sales companies<br />
Income for 2002 is stated net of a €158 million<br />
charge related to the early-termination plan<br />
for older employees of the Automobile Division<br />
and Automotive Equipment companies in<br />
France. The charge includes the additional<br />
future costs arising from the broadening of<br />
eligibility criteria under the Automobile Division<br />
plan, which is based on a corporate agreement<br />
dated March 4, 1999, an industry-wide<br />
agreement signed on July 26, 1999 and French<br />
government decree no. 2000-105 dated<br />
February 9, 2000. The <strong>PSA</strong> Peugeot Citroën<br />
Group initially decided to implement the<br />
measures provided for in these agreements<br />
through February 2005 for front-line workers<br />
in the Automobile Division aged 57 and over,<br />
and through to the end of 2002 for technical<br />
and plant supervisory staff aged 58 as well as<br />
for disabled employees aged 55 and over. The<br />
plan has now been extended, allowing<br />
technical and plant supervisory staff to benefit<br />
from the measures until February 2005. In<br />
addition, front-line workers at the Sochaux<br />
plant will be entitled to benefit from the<br />
measures as from the age of 56. The aim of<br />
plan is to speed up the pace of improvement<br />
in manufacturing efficiency within the<br />
Automobile Division while maintaining jobs in<br />
a time of steady business growth. There will<br />
be no further extensions of the measures. The<br />
reserve booked to cover the cost of the revised<br />
plan amounts to €123 million. In addition,<br />
existing reserves have been increased to take<br />
account of adjustments to the assumptions<br />
In 2001, a €31 million charge was recorded,<br />
including a discounting adjustment and<br />
a €22 million reserve set aside following<br />
the extension of the plan to Faurecia<br />
employees. In 2000, the discounting<br />
adjustment represented a €32 million credit.<br />
As of December 31, 2002, total earlytermination<br />
plan reserves carried on the<br />
balance sheet amounted to €486 million,<br />
including €470 million for the Automobile<br />
division and €16million for the Automotive<br />
Equipment division. Including Faurecia,<br />
by February 2005 a total of 13,978 employees<br />
are expected to have left the Group.<br />
4.2. Restructuring costs - manufacturing<br />
and sales companies<br />
In 2002, restructuring costs amounted to<br />
€124 million. Faurecia incurred costs of<br />
€74 million in connection with the<br />
second phase of the plan to enhance<br />
manufacturing efficiency, mainly at the<br />
Sonta plant in Germany and within the<br />
Exhaust Systems Division in France. Costs<br />
associated with the plan launched in<br />
January 2002 to adapt Automobile Division<br />
operations in Argentina to current local<br />
economic conditions amounted to<br />
€9 million. The plan led to the elimination<br />
of 588 jobs, reducing the number of<br />
employees to 1,564 at year-end 2002.<br />
Group operations are now compatible<br />
with the level of local automobile demand<br />
observed since the end of 2001. Lastly,<br />
the downsizing plan was completed at<br />
the Automobile Division’s Villaverde plant<br />
in Spain, representing costs of €30 million.<br />
In 2001, restructuring costs amounted to<br />
€115 million. The main costs concerned<br />
the initial series of capacity reduction<br />
104<br />
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Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
measures at certain Faurecia plants,<br />
including the closure of the Toledo plant<br />
in the United States, the Sassenburg plant<br />
in Germany, the Senones and Crevin plants<br />
in France and the Roermond plant in the<br />
Netherlands; initial downsizing measures<br />
in Argentina, implemented in May 2001,<br />
and a downsizing plan at the Automobile<br />
division’s Villaverde plant in Spain.<br />
Restructuring costs for 2000 amounted<br />
to €41 million and concerned the closure<br />
of three Faurecia plants at Nogent-sur-<br />
Seine, Tredegar and Northampton.<br />
4.3. Net interest expense - manufacturing<br />
and sales companies<br />
In 2002, the Group had net interest<br />
expense of €25 million, compared with<br />
net interest expense of €48 million in 2001<br />
and net interest income of €86 million in<br />
2000. The sharp reduction in interest<br />
expense in 2002 stems from the use of<br />
the substantial free cash flow generated by<br />
the manufacturing and sales companies<br />
to pay off debt. Following the acquisition<br />
by Faurecia of Sommer Allibert’s automobile<br />
business, the manufacturing and sales<br />
companies had net debt of €102 million<br />
as of June 30, 2001 and €511 million as of<br />
December 31, 2001. By June 30, 2002, the<br />
situation had been reversed and the<br />
manufacturing and sales companies had<br />
net cash reserves of €362 million, rising to<br />
€594 million at the year-end. The industrial<br />
and financial restructuring measures taken<br />
in Argentina at the end of 2001 and in<br />
early 2002 enabled Peugeot Citroën<br />
Argentina to pay off its debt, which had<br />
become very expensive in the second half<br />
of 2001 due to the extremely high local<br />
interest rates.<br />
Interest expense increased in 2001<br />
compared with 2000 primarily due to the<br />
cost of financing Faurecia’s acquisition of<br />
Sommer Allibert’s automobile business.<br />
In addition, the cost of financing the<br />
Automobile division’s operations in<br />
Argentina and Brazil rose by €53 million.<br />
In Brazil, the higher interest costs were<br />
due to the investment in the new Porto<br />
Real plant, 50% of which was financed<br />
by borrowings in real. In Argentina, the<br />
increase was due to soaring interest rates<br />
in the second half of the year. Lastly,<br />
significantly lower money market rates in<br />
euros in the second half of 2001 led to a<br />
drop in interest income from the investment<br />
of the surplus cash generated by the<br />
Automobile Division in Europe.<br />
4.4. Other income and expense<br />
Other income and expense represented<br />
income of €19 million in 2002, versus<br />
€189 million in 2001 and €18 million<br />
in 2000. These amounts break down as<br />
follows:<br />
(in millions of euros) 2002 2001 2000<br />
Manufacturing and sales companies 22 193 21<br />
Finance companies (3) (4) (3)<br />
Total <strong>PSA</strong> Peugeot Citroën 19 189 18<br />
The net amount for 2002 includes a €101<br />
million charge to cover the impact of<br />
decisions concerning supplementary<br />
pension benefits for employees in France<br />
other than in the Automotive Equipment<br />
division. Details of these decisions are<br />
provided below (see Group Financing 5.<br />
Supplementary pension and other postretirement<br />
benefits). The charge results<br />
from the decision that employees covered<br />
by the defined benefit plan would cease<br />
earning benefit entitlements under the<br />
plan effective from June 30, 2002 except<br />
for employees aged over 59. It corresponds<br />
to the immediate recognition of the<br />
portion of pension obligations previously<br />
included in deferred items and amortized<br />
over the remaining service lives of the<br />
employees concerned, together with the<br />
related income tax and payroll tax effects.<br />
Other income and expenses also include a<br />
€89 million gain on sales of marketable<br />
securities.<br />
Income for 2001 corresponds mainly<br />
to the €228 million pre-tax gain realized<br />
on the sale of a real estate complex in the<br />
Paris area that was surplus to the Group’s<br />
requirements. In additional, €27 million<br />
were released from the reserve for<br />
redemption premiums on the 1994<br />
convertible debenture issue, following<br />
conversion at maturity of 722,586<br />
debentures into Peugeot S.A. shares,<br />
during the first quarter of 2001. This<br />
income was partly offset by a €14 million<br />
loss on the divestment of Transauto-Stur<br />
by Gefco.<br />
In 2000, the Group realized €95 million<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 105
Management’s discussion and analysis<br />
worth of gains on the sale of marketable<br />
securities. These gains were partly offset by<br />
a €104 million loss on the buyback of<br />
2,380,632 convertible debentures issued<br />
in 1994. After taking into account the<br />
reversal of reserves for debenture redemption<br />
premiums, the net loss was €104 million.<br />
4.5. Incomes taxes on income of fullyconsolidated<br />
companies<br />
Income taxes on income of fully-consolidated<br />
companies are presented by combining<br />
the tax due by both the manufacturing<br />
and sales companies and the finance<br />
companies. The reason for this is that the<br />
tax group set up in application of French<br />
group relief rules comprises companies<br />
from all of the Group’s businesses in France,<br />
i.e. the Automobile Division, Finance,<br />
Transportation and Logistics and “Other”<br />
businesses. The tax charge breaks down<br />
as follows:<br />
Income taxes on income of fully-consolidated<br />
companies amounted to €777 million,<br />
representing 29.6% of pre-tax income of<br />
€2,625 million. In 2001, the tax charge<br />
was €835 million representing 31.5% of<br />
pre-tax income of fully-consolidated<br />
companies of €2,647 million. The lower<br />
effective rate of tax in 2002 reflects the<br />
reduction in the French statutory tax rate<br />
and an increase in income taxed at<br />
reduced rates relative to total taxable income.<br />
Income taxes in 2000 amounted to<br />
€713 million, representing 32.2% of pretax<br />
income of fully-consolidated companies<br />
of €2,216 million.<br />
4.6. Net earnings of companies at equity<br />
In 2002, net earnings of companies at<br />
equity came to €22 million, versus<br />
€9 million in 2001 and €19 million in<br />
2000. Companies at equity primarily consist<br />
of entities set up to manage cooperation<br />
agreements between <strong>PSA</strong> Peugeot Citroën<br />
and other carmakers. These include the joint<br />
venture with Renault for the manufacture<br />
of engines and transmissions, and with Fiat<br />
for the manufacture of light commercial<br />
vehicles and multi-purpose vehicles. The<br />
2002 figure also includes Toyota Peugeot<br />
Citroën Automobiles (TPCA). This project is<br />
still in the start-up phase and the impact on<br />
Group earnings for 2002 was not material.<br />
The joint venture has been set up to<br />
manufacture entry-level Toyota, Peugeot and<br />
Citroën vehicles based on a common platform.<br />
Production is scheduled to begin in 2005.<br />
The Chinese joint venture, DCAC, was also<br />
accounted for by the equity method for the<br />
first time in 2002, based on the Group’s 27%<br />
interest. DCAC contributed €10 million to<br />
Group income for the year. In order to ensure<br />
that accounting data restated in accordance<br />
(in millions of euros) 2002 2001 2000<br />
Manufacturing and sales companies 666 750 601<br />
Finance companies 111 85 112<br />
Total <strong>PSA</strong> Peugeot Citroën 777 835 713<br />
with Group accounting policies are reliable,<br />
DCAC is accounted for by the equity method<br />
based on accounts closed at September 30.<br />
The company’s contribution to 2002 income<br />
therefore corresponds to its results for the<br />
period October 2001 to September 2002.<br />
Sales for this period totaled €976 million, an<br />
increase of 30% on the previous twelve<br />
month period. Operating margin came to<br />
€119 million, representing 12.2% of sales.<br />
This high margin rate is attributable to last<br />
year’s strong business growth, the success of<br />
the models sold by DCAC in the local market<br />
and the reduction in the joint venture’s<br />
production costs. DCAC incurred interest<br />
expense of €42 million and net exchange<br />
losses of €7 million. After deducting income<br />
tax of €32 million, the company’s net income<br />
for the period came to €38 million.<br />
In the last three months of calendar 2002,<br />
DCAC enjoyed a further rise in sales.<br />
Selling prices remained stable, driving a<br />
further improvement in operating margin.<br />
106<br />
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Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
4.7. Amortization of goodwill<br />
Amortization of goodwill amounted to<br />
€163 million in 2002 versus €140 million<br />
in 2001 and €199 million in 2000. In the<br />
Finance division, goodwill amortization<br />
concerning Crédipar amounted to €5 million<br />
in 2002. Goodwill amortization in the<br />
Automotive Equipment business included<br />
€42 million related to Bertrand Faure,<br />
€11 million concerning Faurecia Exhaust<br />
Systems and €69 million concerning the<br />
Sommer Allibert automobile business. In<br />
all of these cases, amortization is calculated<br />
over 20 years. The 2002 total also includes<br />
€34 million corresponding to annual<br />
amortization and an impairment loss<br />
recorded to write off the entire amount<br />
of goodwill recognized at the end of 2001<br />
following the buyout of the Rio de Janeiro<br />
state government’s minority stake in<br />
Peugeot Citroën do Brasil in connection<br />
with the renegotiation of the Group’s<br />
agreements with the state government.<br />
The impairment loss was recorded following<br />
an analysis showing that, following the<br />
drop in value of the Brazilian currency in<br />
2002, the future cash flow expected to<br />
be generated by the automobile business<br />
in Brazil would not be sufficient to<br />
guarantee recovery of the value of the<br />
goodwill. A series of measures is underway<br />
to restore the profitability of the Brazilian<br />
operation, including by significantly<br />
increasing local vehicle content.<br />
The Group also compared the book value<br />
of goodwill for the main companies<br />
acquired with the estimated future cash<br />
flow from the businesses concerned.<br />
Based on the assumptions used to<br />
perform this analysis, in each case the<br />
comparison showed that future cash<br />
flows would be sufficient to permit the<br />
recovery of the goodwill. Consequently,<br />
these amounts of goodwill are being<br />
amortized on a straight-line basis over<br />
20 years in the normal way.<br />
The 2001 charge corresponds to the<br />
amortization of goodwill on Crédipar<br />
(€5 million), Peugeot Citroën Argentina<br />
(€21 million including recognition of an<br />
impairment loss to write off the unamortized<br />
balance), Bertrand Faure (€43 million),<br />
Faurecia Exhaust Systems (€12 million)<br />
and Sommer Allibert (€52 million,<br />
prorated from the date of acquisition to<br />
the year-end). The 2000 charge corresponds<br />
to the amortization of goodwill on<br />
Crédipar (€5 million), Bertrand Faure<br />
(€42 million), Faurecia Exhaust Systems<br />
(€12 million) and Peugeot Citroën<br />
Argentina (€138 million including<br />
recognition of an initial impairment loss<br />
due to the economic outlook in Argentina).<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 107
Group financing<br />
1. FINANCING ST<strong>RA</strong>TEGY<br />
The <strong>PSA</strong> Peugeot Citroën Group comprises<br />
both manufacturing and sales companies<br />
and finance companies, whose financial<br />
characteristics are very different. They<br />
therefore require the use of specific, yet<br />
strategically coordinated financing strategies.<br />
The Group’s financing strategy for the<br />
manufacturing and sales companies<br />
focuses on consistently generating<br />
sufficient cash flow from operating<br />
activities to finance the capital spending<br />
required to support the development of<br />
these businesses and to achieve worldclass<br />
manufacturing efficiency. The<br />
businesses also need to generate sufficient<br />
free cash flow to finance dividend growth,<br />
steadily improve the companies’ net<br />
financial position and fund the Group’s<br />
share buyback policy.<br />
In addition to a net cash position, the<br />
strategy is designed to provide the<br />
manufacturing and sales companies with<br />
substantial cash reserves to overcome any<br />
difficulties that may come their way. To<br />
this end, the Group raises long-term<br />
borrowings, whenever this can be done<br />
on attractive terms, either on the financial<br />
markets or from national or supranational<br />
lending institutions dedicated to financing<br />
investments of the type made by the<br />
Group. Faurecia also has specific financing<br />
obtained primarily to pay for the<br />
acquisitions made in recent years. Reflecting<br />
this strategy, as of December 31, 2002,<br />
the manufacturing and sales companies<br />
had cash and cash equivalents, net of<br />
bank overdrafts, totaling €3,887 million.<br />
To top up these cash reserves as needed,<br />
Peugeot S.A. also has unused confirmed<br />
lines of credit, which are regularly<br />
renewed and are available for use by all<br />
Group companies. These lines amounted<br />
to €2,400 million as of December 31,<br />
2002. Faurecia has additional sources of<br />
financing, in the form of €1,545 million<br />
worth of confirmed lines of credit, of<br />
which only €605 million had been<br />
drawn down at end-2002.<br />
Banque <strong>PSA</strong> Finance’s strategy is also<br />
designed to ensure that the bank has<br />
sufficient financial resources to pursue its<br />
business in all circumstances, whatever the<br />
conditions on the financial markets. These<br />
resources consist primarily of liquidity<br />
reserves representing at all times more<br />
than €2 billion, to cover the bank’s shortterm<br />
liquidity risk. As of December 31,<br />
2002, these reserves stood at €2,936<br />
million. Financing strategies also focus on<br />
ensuring that retail loans and the related<br />
financing are matched in terms of<br />
maturities. The bank maintains, at all times<br />
and across all maturities, financial resources<br />
in excess of the assets to be financed,<br />
thereby covering its longer-term liquidity<br />
risk. Lastly, Banque <strong>PSA</strong> Finance also has<br />
undrawn confirmed lines of credit totaling<br />
€4,850 million at end-2002, including<br />
€1,850 million expiring in March 2004<br />
and €3,000 million expiring in July 2005.<br />
The bank’s strategy also focuses on<br />
achieving the broadest possible spread of<br />
financing sources, including the interbank,<br />
commercial paper, certificate of deposit,<br />
bond and medium-term notes markets.<br />
Considerable emphasis is also placed on<br />
diversifying the investor base. This strategy<br />
of diversification shelters the bank’s<br />
operations from the effects of any upsets<br />
on a given financial market. Since the<br />
beginning of 2001, the bank has<br />
increased the volume of financing raised<br />
on the European asset-backed securities<br />
market. This market is now highly liquid<br />
and spreads are comparable to those<br />
obtained from other financing sources.<br />
In June 2001 and July 2002, the bank sold<br />
pools of automobile loans totaling €1,000<br />
million and €1,500 million respectively to<br />
a special purpose entity which issued assetbacked<br />
securities placed with a broad<br />
range of European investors.<br />
Lastly, the bank’s capital, as determined for<br />
capital adequacy purposes, is kept at around<br />
7.5% of total outstanding loans, including<br />
securitized loans. This is a high ratio given the<br />
quality of the loan book. As of December<br />
31, 2002, Banque <strong>PSA</strong> Finance’s European<br />
capital adequacy ratio was 9.3%. During<br />
the year, the bank carried out a €100 million<br />
share issue, underwritten in full by<br />
Peugeot S.A., to keep pace with the rapid<br />
growth in outstandings in recent years<br />
and the increased capital requirement in<br />
the United Kingdom as from January<br />
2002, when the bank’s UK branch took<br />
over direct responsibility for lending<br />
activities in this market. Until the end of<br />
2001, these activities were conducted by<br />
a joint venture with a UK partner that<br />
contributed to meeting the business’s<br />
capital requirements.<br />
To safeguard all of the sources of financing<br />
available to Banque <strong>PSA</strong> Finance,<br />
<strong>PSA</strong> Peugeot Citroën and Faurecia,<br />
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Corporate Policies<br />
Management’s<br />
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and Analysis<br />
Statistics<br />
including undrawn facilities, the Group<br />
imposes strict limits on clauses in loan<br />
agreements allowing lenders to require<br />
payments to be rescheduled or to modify<br />
the financial terms of the agreement.<br />
None of its loan agreements contain any<br />
rating triggers and the only agreements<br />
containing material adverse change<br />
clauses are with certain supranational<br />
lenders that insist on this type of<br />
protection. Currently, only five loan<br />
agreements covering €300 million worth<br />
of financing include material adverse<br />
change clauses. Similarly, none of the loan<br />
agreements contain any financial<br />
covenants whereby the loans would<br />
become immediately repayable if certain<br />
financial ratios were not met. Presently,<br />
none of the clauses would restrict the<br />
availability of undrawn financing. In the<br />
case of Banque <strong>PSA</strong> Finance and Faurecia,<br />
additional safeguards are provided by the<br />
absence of any cross-default clauses,<br />
between the companies in these divisions<br />
and the other divisions of the <strong>PSA</strong> Peugeot<br />
Citroën Group.<br />
2. <strong>RA</strong>TING<br />
Peugeot S.A. and Banque <strong>PSA</strong> Finance<br />
have obtained ratings from Standard &<br />
Poor’s and Moody’s Investor Service for<br />
their short- and long-term debt issuance<br />
programs and the debt issuance programs<br />
of subsidiaries backed by Peugeot S.A. or<br />
Banque <strong>PSA</strong> Finance guarantees.<br />
On June 25, 2002, Standard & Poor’s<br />
confirmed the A- long-term rating and A2<br />
short-term rating attributed to debt issues<br />
by Peugeot S.A., Banque <strong>PSA</strong> Finance<br />
and their subsidiaries. Standard & Poor’s also<br />
changed the outlook from stable to positive.<br />
The agency stated that assuming the<br />
Group’s operating margin remains above<br />
5% of sales and the net cash reserves of the<br />
manufacturing and sales companies increase<br />
to more than €1 billion, it may decide to<br />
upgrade the ratings in the future, provided<br />
that Banque <strong>PSA</strong> Finance’s capital adequacy<br />
ratio remains satisfactory.<br />
On May 28, 2002, Moody’s Investor<br />
Service upgraded Banque <strong>PSA</strong> Finance’s<br />
long-term rating from A3 to A2 and its<br />
short-term rating from P2 to P1. On<br />
November 15, 2002, Moody’s Investor<br />
Service confirmed the A3 long-term<br />
rating and P2 short-term rating<br />
attributed to Peugeot S.A. and to its<br />
subsidiaries for debt issues guaranteed<br />
by Peugeot S.A. It also changed the<br />
outlook from stable to positive.<br />
3. ANALYSIS OF CASH FLOWS<br />
Net cash provided by operations of the<br />
manufacturing and sales companies<br />
totaled €4,389 million in 2002. Capital<br />
expenditure for the year by these<br />
companies, net of the proceeds from asset<br />
disposals, represented a net cash outflow<br />
of €2,618 million. These expenditures to<br />
support the development of their businesses<br />
and modernize their plant and equipment,<br />
were entirely financed by cash flow from<br />
operations, leaving free cash flow of<br />
€1,771 million. Free cash flow was more<br />
than enough to finance the €337 million<br />
worth of dividends paid by Peugeot S.A.<br />
and Faurecia, as well as the Group’s €517<br />
million share buyback program and other<br />
cash outflows from financing activities,<br />
leading to a very significant improvement<br />
in the manufacturing and sales companies’<br />
net financial position. As of December 31,<br />
2002, these companies had positive net<br />
cash and cash equivalents of €594 million<br />
as opposed to a negative balance of<br />
€511 million at the previous year-end.<br />
3.1. Cash flows from operating activities<br />
– manufacturing and sales companies<br />
Net cash provided by operations of the<br />
manufacturing and sales companies came<br />
to €4,389 million in 2002 versus €3,018<br />
million in 2001 and €2,983 million in 2000.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 109
Group financing<br />
Working capital provided by operations and<br />
gross capital expenditure – manufacturing<br />
and sales companies<br />
Working capital provided by operations<br />
of the manufacturing and sales<br />
companies rose 18% to €4,059 million<br />
in 2002, representing 7.7% of sales.<br />
In 2001 and 2000, respectively, working<br />
capital provided by operations totaled<br />
€3,440 million and €3,221 million,<br />
representing 6.8% and 7.5% of sales.<br />
Working capital of the manufacturing<br />
and sales companies was reduced by<br />
€330 million. Comparable working<br />
capital increased by €422 million in<br />
2001and by €238 million in 2000.<br />
Changes in working capital by business<br />
were as follows:<br />
Automobile Division working capital was<br />
reduced by €372 million, after rising by<br />
€367 million in 2001 and €474 million<br />
in 2000. The decrease in 2002 stemmed<br />
primarily from an increase in supplier<br />
credit, due to normal production levels in<br />
the last quarter of 2002 as opposed to<br />
below-average production in the same<br />
period of 2001. In the three months from<br />
October to December 2002, a total of<br />
835,800 vehicles rolled off the production<br />
line. In the same period of 2001,<br />
production was scaled back to<br />
764,800 units, due to the uncertain<br />
outlook following the events of<br />
September 2001.<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 372 (367) (474)<br />
Transportation and Logistics 27 17 (220)<br />
Automotive Equipment 84 (127) (37)<br />
Other businesses (153) 55 493<br />
Total manufacturing and sales companies 330 (422) (238)<br />
New vehicle inventories at end-2002 were<br />
1% down on their year-earlier level,<br />
despite the sharp rise in sales to markets<br />
outside Western Europe. Delivery times to<br />
these markets are longer than in Western<br />
Europe, with the result that average<br />
inventories are larger. The low inventories<br />
of the last three years are the direct result<br />
of strong demand for Peugeot and<br />
Citroën vehicles and improved Automobile<br />
Division supply chain management:<br />
(in units)<br />
New vehicles inventories<br />
Manufacturer Dealer network Total<br />
December 31, 2000 217,300 48,400 266,300<br />
June 30, 2001 271,000 55,200 326,400<br />
December 31, 2001 222,200 49,400 272,300<br />
June 30, 2002 229,000 51,000 280,000<br />
December 31, 2002 216,500 53,000 269,500<br />
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Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
Automotive Equipment working capital<br />
declined by €84 million in 2002, after<br />
increasing by €127 million in 2001 (on a<br />
comparable basis) and €37 million in 2000.<br />
3.2. Cash flows from operating activities<br />
– finance companies<br />
Net cash provided by operating activities<br />
of the finance companies totaled<br />
€796 million in 2002 versus €1,820 million<br />
in 2001.<br />
Working capital provided by operations –<br />
corresponding more or less to net income<br />
– amounted to €239 million in 2002,<br />
€160 million in 2001 and €222 million in<br />
2000. Changes in operating assets and<br />
liabilities had a positive impact of<br />
€557 million in 2002 and €1,660 million<br />
in 2001. These figures correspond to the<br />
combined effect of changes in outstanding<br />
loans and the related refinancing, and to a<br />
lesser extent, to changes in other operating<br />
receivables and payables. As such, they<br />
primarily reflect Banque <strong>PSA</strong> Finance’s drive<br />
to build up cash reserves, in accordance<br />
with its financing strategy (see section<br />
1 above).<br />
3.3. Cash flows from investing activities<br />
In 2002, gross capital expenditure amounted<br />
to €2,802 million. This was slightly below<br />
the 2001 amount of €2,947 million, which<br />
in turn was close to the 2000 figure of<br />
€2,932 million. Capital expenditure over<br />
the last three years is in line with the<br />
Group’s medium-term target of capping<br />
capital budgets at €3,000 million per year.<br />
The main programs concern new product<br />
launches and the extension of the Group’s<br />
international presence. Capital expenditure,<br />
like R&D spending, has been contained<br />
thanks to the effectiveness of the platform<br />
strategy, which allows plant and tooling<br />
dedicated to a platform to be reused for<br />
all vehicles developed on the platform<br />
concerned.<br />
Capital expenditure breaks down as<br />
follows by business:<br />
Gross capital expenditure<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 2,357 2,398 2,497<br />
Transportation and Logistics 51 85 74<br />
Automotive Equipment 351 436 290<br />
Other businesses 31 19 37<br />
Total manufacturing and sales companies 2,790 2,938 2,898<br />
Finance companies 12 9 34<br />
Total <strong>PSA</strong> Peugeot Citroën 2,802 2,947 2,932<br />
At €177 million, proceeds from disposals<br />
of fixed assets returned to their recurring<br />
level in 2002, after peaking at €450 million<br />
in 2001. In 2000, fixed asset disposals<br />
generated a cash inflow of €103 million.<br />
The 2001 figure included the €271<br />
million proceeds from the sale of<br />
a real estate complex in the Paris area,<br />
which had become surplus to requirements.<br />
Cash outlays for acquisitions of shares in<br />
consolidated and non-consolidated<br />
companies represented a low €81 million.<br />
Most of this amount consisted of the<br />
Group’s contribution to the initial capital<br />
of Toyota Peugeot Citroën Automobiles<br />
(TPCA). Cash outlays in 2001, totaling<br />
€1,608 million, included the €1,495 million<br />
acquisition of Sommer Allibert’s<br />
automobile business and €63 million<br />
used to buy out the Rio de Janeiro state<br />
government’s stake in Peugeot Citroën do<br />
Brasil. The 2000 total of €182 million<br />
primarily corresponded to the Group’s<br />
€137 million contribution to a share issue<br />
by Dong Feng Citroën Automotive<br />
Company (DCAC).<br />
3.4. Cash flows from financing activities<br />
Including the finance companies,<br />
financing activities generated a net cash<br />
outflow of €2,474 million. In 2001 and<br />
2000, these activities generated net cash<br />
inflows of €3,416 million and €696<br />
million respectively.<br />
Cash outflows include dividend payments<br />
by Peugeot S.A., in the amount of<br />
€294 million in 2002, versus €217 million<br />
in 2001 and €118 million in 2000. Net<br />
cash outflows related to share buybacks<br />
totaled €556 million, corresponding to<br />
the buyback of 12,231,422 shares at an<br />
average price of €45.42. Of the total,<br />
€517 million are included in stockholders’<br />
equity, under “Treasury stock” and<br />
€39 million – corresponding to shares<br />
acquired for allocation on exercise of stock<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 111
Group financing<br />
options – are included in assets under<br />
“Short-term investments”. In 2001, a total<br />
of 10,424,509 Peugeot S.A. shares were<br />
bought back (net of shares sold during<br />
the period) at an average price of €46.40,<br />
representing a total cash outflow of €484<br />
million. In 2000, 7,802,226 Peugeot S.A.<br />
shares were bought back at an average<br />
price of €32.93, representing a cash<br />
outlay of €257 million. During 2000, the<br />
Group also bought back €555 million<br />
worth of 1994-2001 2% convertible<br />
debentures.<br />
4. CONSOLIDATED FINANCIAL POSITION<br />
4.1. Stockholders’ equity<br />
Net income for 2002 helped to further<br />
increase the Group’s stockholders’ equity,<br />
which rose to €10,984 million as of<br />
December 31, 2002 from €10,282 million<br />
a year earlier.<br />
Net assets per share, based on the number<br />
of shares outstanding excluding treasury<br />
stock, rose 12.2% to €45.03 as of<br />
December 31, 2002, from €40.15 at the<br />
previous year-end. The end-2001 figure was<br />
12.4% above net assets per share of<br />
€35.70 as of December 31, 2000. As of<br />
December 31, 2002, net assets per share<br />
represented 109% of the share price.<br />
4.2. Net financial position –<br />
manufacturing and sales companies<br />
The net financial position of the<br />
manufacturing and sales companies,<br />
which is described in detail in note 42 to<br />
the consolidated financial statements,<br />
represents the best indicator of the<br />
Group’s financial position with regard to<br />
outside sources of financing. For<br />
the manufacturing and sales companies,<br />
it represents net cash and cash equivalents<br />
– corresponding to cash and short-term<br />
investments less short-term financing –<br />
and the difference between long-term<br />
borrowings and long-term loans.<br />
As of December 31, 2002, the<br />
manufacturing and sales companies<br />
had net cash of €594 million versus net<br />
debt of €511 million as of December 31,<br />
2001 and net cash of €1,407 million at<br />
end-2000.<br />
The negative swing in 2001 was due to<br />
Faurecia’s €1,495 million acquisition of<br />
Sommer Allibert’s automobile business.<br />
It also reflects the assumption of the<br />
€290 million in net debt of this business.<br />
Net cash provided by operations of the<br />
manufacturing and sales companies,<br />
in the amount of €3,018 million, more<br />
than covered net capital expenditure of<br />
€2,495 million, dividend payments of<br />
€217 million and €484 million worth of<br />
share buybacks.<br />
In 2002, the swing from net debt to<br />
significant net cash reflects the sharp rise<br />
in net cash provided by operations of the<br />
manufacturing and sales companies, to<br />
€4,389 million. This amount was more<br />
than enough to cover net capital<br />
expenditure of €2,618 million, dividend<br />
payments of €337 million and share<br />
buybacks. The net cash position was also<br />
boosted by the €307 million positive<br />
effect of exchange rate changes on debt<br />
– primarily concerning the local currency<br />
debt taken on to finance part of the cost<br />
of the new automobile assembly plant in<br />
Brazil – and the €89 million in proceeds<br />
from sales of marketable securities carried<br />
on the balance sheet at historical cost.<br />
5. SUPPLEMENTARY PENSION AND OTHER<br />
POST-RETIREMENT BENEFIT OBLIGATIONS<br />
<strong>PSA</strong> Peugeot Citroën Group employees<br />
in certain countries are entitled to<br />
pension or supplementary pension<br />
benefits, payable annually, or lump sum<br />
retirement bonuses paid at the time of<br />
retirement. Some of these plans are<br />
defined benefit plans, under which<br />
benefit payments are determined based<br />
on a range of criteria including the<br />
employee’s age, years of service, salary<br />
level and benefit entitlements under the<br />
social security system. Others are defined<br />
contribution plans entitling employees<br />
to fixed benefits determined by reference<br />
to the capital built up through employee<br />
and employer contributions to external<br />
funds, including the reinvested yield from<br />
the investment of these funds on the<br />
financial market.<br />
Group policy emphasizes defined<br />
contribution plans, which are more<br />
effective in guaranteeing future benefits<br />
and also avoid exposing the Group to<br />
financial risks related to its benefit<br />
obligations. In 2002, the Group set up<br />
defined contribution plans in Spain and<br />
Brazil. In France, the Group has curtailed<br />
its defined benefit plan. Under the terms<br />
of the curtailment, participating<br />
employees no longer acquire any further<br />
benefit entitlements under the plan<br />
beyond June 30, 2002 except for those<br />
employees who were over 59 years old at<br />
that date. The plan has been replaced by<br />
a defined contribution plan set up for all<br />
employees whose compensation exceeds<br />
the ceiling for French social security<br />
contributions. The plan will be funded by<br />
employer and employee contributions set<br />
at 4% and 2% respectively of the portion<br />
of salary in excess of the social security<br />
ceiling. The Group’s benefit obligations<br />
under the former defined benefit plan at<br />
June 30, 2002, towards employees who<br />
were less than 59 years of age at that<br />
date, have been transferred in full to a<br />
leading insurance company, in exchange<br />
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Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
for a lump sum payment of €384 million.<br />
This amount was financed by a €228<br />
million transfer from external funds set<br />
up in prior years and a cash payment<br />
covering the balance. The effect of this<br />
transaction on the Group’s results of<br />
operations and balance sheet is presented<br />
in detail in note 46 to the consolidated<br />
financial statements.<br />
Along with this major change in pension<br />
benefit arrangements in France, the<br />
defined benefit plans set up by the Group<br />
for the employees of its UK subsidiaries<br />
have been closed to new entrants effective<br />
from May 2002. Employees recruited after<br />
the plans were closed are covered by a<br />
new defined contribution plan whereby<br />
the employer will add to contributions<br />
paid by each employee. Other employees<br />
continue to be covered by the former<br />
defined benefit plans. In 2002, employee<br />
contributions to these plans were increased<br />
to 4% of salary from 3% previously.<br />
The present value of the Group’s benefit<br />
obligations under the remaining defined<br />
benefit plans is calculated in accordance<br />
with Statement of Financial Accounting<br />
Standards (SFAS) 87.<br />
The obligations are funded by contributions<br />
to external institutions responsible for<br />
managing the funds set up to finance future<br />
benefit payments. The type of institution<br />
depends on the applicable legislation in each<br />
country concerned. The level of funding is<br />
adjusted at regular intervals to take account<br />
of changes in the amount of related benefit<br />
obligations, in line with the Group’s policy<br />
of externally funding its obligation except in<br />
cases where this is not possible or desirable<br />
from a legal, financial or tax standpoint. In<br />
these cases, reserves have been booked in<br />
the consolidated balance sheet to cover any<br />
shortfall in funds.<br />
The total benefit obligation is calculated at<br />
the end of each year as explained above.<br />
The periodic pension cost, determined<br />
after taking into account funds managed<br />
by external institutions, corresponds to:<br />
- the service cost, representing the<br />
additional rights acquired by employees<br />
during the year, generally based on their<br />
period of service with the Group;<br />
- interest cost, corresponding to<br />
adjustments to the present value of the<br />
opening vested rights of employees to<br />
take account of the fact that the period to<br />
the future benefit payment date has been<br />
reduced by one year;<br />
- amortization of the transition obligation<br />
resulting from changes in certain<br />
assumptions underlying each threeyearly<br />
actuarial valuation, and the<br />
difference between the actual return on<br />
external funds and the standard return<br />
on long-term investments;<br />
- less the estimated yield on the external<br />
funds for the following year.<br />
In 2002, the Group reviewed the<br />
assumptions used to calculate benefit<br />
obligations and periodic pension cost, in<br />
the light of the major changes in the<br />
economy and financial markets during the<br />
year. The discount rate applied to future<br />
benefit obligations under French plans<br />
was lowered by 0.5 points to 5.25% and<br />
was maintained at 6% for UK plans. The<br />
inflation rate applied for UK plans was<br />
raised by 0.25 points to 2.25% and the<br />
rate for French plans was maintained at<br />
1.75%. Lastly, the expected yield on<br />
external funds was lowered from 7.50% to<br />
6.50% for French plans and kept at 7.25%<br />
for UK plans, for the calculation of 2003<br />
periodic pension costs. The reduction in<br />
expected yields was based on an analysis<br />
of historical yields over a long period. In<br />
France, external funds generated negative<br />
actual yields of 2.6% in 2002 and 0.9%<br />
in 2001, and a positive yield of 3.3%<br />
in 2000. The average yield over the last<br />
12 years was a positive 7.6%. In the<br />
United Kingdom, external funds generated<br />
negative actual yields of 13% in 2002,<br />
9.9% in 2001 and 4.6% in 2000. The<br />
average yield over the last 12 years was a<br />
positive 8.3%. In both countries, the<br />
period of 12 years corresponds to the<br />
average duration of benefit obligations.<br />
As of December 31, 2002, the discounted<br />
present value of future benefit obligations<br />
stood at €2,725 million versus €2,879<br />
million at end-2001. The decrease<br />
primarily reflects benefit payments of<br />
€105 million and the €384 million<br />
curtailment impact resulting from the<br />
transfer to an insurance company of the<br />
total benefit obligation towards<br />
employees less than 59 years of age under<br />
the French defined benefit plan. These<br />
reductions were partly offset by the 2002<br />
service cost, which is now essentially<br />
limited to benefit entitlements acquired<br />
under UK plans, and the adjustment to<br />
opening benefit obligations. Together,<br />
these two items totalled €235 million.<br />
Changes in actuarial assumptions – mainly<br />
discount rates and inflation rates, as<br />
explained above – had the effect of<br />
increasing the benefit obligation<br />
by €199 million.<br />
As of December 31, 2002, deferred items<br />
amortized over the average remaining<br />
service lives of employees, amounted to<br />
€980 million, compared with €638 million<br />
at end 2001. The increase includes<br />
€199 million in actuarial differences<br />
arising from the change in actuarial<br />
assumptions at the end of 2002, and the<br />
€300 million difference between standard<br />
and actual yields on the external funds<br />
used to finance benefit payments. The<br />
impact of these items was partly offset by<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 113
Group financing<br />
the recognition in the income statement<br />
of €95 million worth of actuarial<br />
differences related to benefit obligations<br />
towards employees less than 59 years of<br />
age under the French defined benefit plan,<br />
as well as by the €35 million amortization<br />
of deferred items at year-end 2001.<br />
External funds used to finance benefit<br />
payments contracted to €1,668 million as<br />
of December 31, 2002 from €2,108 million<br />
at end-2001. The decline was primarily<br />
attributable to the withdrawal of €228<br />
million from these funds to finance part of<br />
the €384 million lump sum payment made<br />
to an insurance company in exchange for<br />
the transfer to this company of the Group’s<br />
entire obligation towards employees less<br />
than 59 years of age under the defined<br />
benefit plan. It also reflected a €160 million<br />
fall in the value of the external funds.<br />
Reserves carried on the balance sheet in<br />
respect of the portion of benefit obligations<br />
not covered by external funds amounted<br />
to €247 million as of December 31, 2002<br />
and €244 million at end-2001.<br />
The Group has no obligation to pay<br />
additional contributions to external funds,<br />
other than in the United Kingdom, apart<br />
from the obligation to pay benefits when<br />
they fall due. In the United Kingdom,<br />
based on the present value of external<br />
funds, the Group may be required by local<br />
regulations to pay a maximum of €70<br />
million in additional contributions in each<br />
of the next three years.<br />
The charge recorded in accordance with<br />
the standards described above amounted<br />
to €130 million, excluding the effect of the<br />
exceptional amortization of deferred items<br />
related to employees in France under 59<br />
years of age. Charges for 2001 and 2000<br />
stood at €90 million and €85 million<br />
respectively. The estimated charge for<br />
2003 is €164 million.<br />
Return on capital employed<br />
1. DEFINITION AND METHODS<br />
Return on capital employed (ROCE) has<br />
been selected as the standard indicator of<br />
the Group’s overall financial performance.<br />
Capital employed includes the value of all<br />
operating assets and liabilities used by the<br />
Group in its business operations. Return<br />
on capital employed is measured on the<br />
basis of income generated by capital<br />
employed, which corresponds mainly to<br />
operating margin plus or minus the other<br />
income and expense items included in the<br />
ROCE calculation.<br />
Pre-tax ROCE corresponds to the ratio of<br />
income generated by capital employed to<br />
total capital employed at December 31 of<br />
each year. The definition and the<br />
calculation of capital employed, income<br />
generated by capital employed and return<br />
on capital employed are presented in note<br />
44 to the consolidated financial statements.<br />
After-tax ROCE is calculated on the basis<br />
of a standard income tax rate of 33 1/3%,<br />
corresponding to the average tax rate<br />
applied to the Group’s recurring results<br />
of operations.<br />
2. CAPITAL EMPLOYED<br />
Capital employed stood at €15,407<br />
million as of December 31, 2002, slightly<br />
down on the end-2001 figure. The<br />
accounting for DCAC had an impact of<br />
€259 million. Based on a comparable<br />
scope of consolidation, capital employed<br />
contracted by 3.2%, reflecting the<br />
Group’s success in containing capital<br />
expenditure, which is increasingly covered<br />
by depreciation of operating assets. The<br />
decrease also reflects tight control over<br />
inventories, which were virtually<br />
unchanged at December 31, 2002<br />
compared with the previous year-end, and<br />
even slightly lower in the case of new<br />
vehicle inventories. Lastly, capital<br />
employed was favorably impacted by the<br />
increase in supplier credit to a more<br />
normal level. This item dropped sharply<br />
at the end of 2001, due to the scaling<br />
down of production in the fourth quarter<br />
(see Group Financing, 3.1 above).<br />
Capital employed amounted to €15,654<br />
million as of December 31, 2001, up<br />
€2,666 million on the end-2000 figure.<br />
The increase stemmed from Faurecia’s<br />
acquisition of Sommer Allibert’s automobile<br />
business, which had capital employed of<br />
€1,986 million at the date of acquisition.<br />
Based on a comparable scope of<br />
consolidation, capital employed rose by<br />
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Statistics<br />
€680 million or 5.2% compared with<br />
end-2000. This increase, which was<br />
significantly below the rate of sales<br />
growth, was due to the same factors as<br />
in 2002, except for the late-2001<br />
reduction in supplier credit (due to low<br />
production output in the final months of<br />
the year), which had the effect of<br />
increasing capital employed.<br />
Capital employed<br />
(in millions of euros) Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2000<br />
Automobile 9,687 9,828 8,901<br />
Finance companies 1,680 1,490 1,327<br />
Transportation and Logistics 405 430 429<br />
Automotive Equipment 3,943 4,071 2,168<br />
Other businesses and consolidation adjustments (307) (165) 163<br />
Total <strong>PSA</strong> Peugeot Citroën 15,407 15,654 12,988<br />
3. RETURN ON CAPITAL EMPLOYED<br />
After-tax ROCE rose sharply to 12.4% in<br />
2002 from 11.0% in 2001 and 11.1% in<br />
2000, reflecting the combined benefits of<br />
higher operating margin and slightly<br />
lower capital employed. Automobile<br />
division after-tax return on capital<br />
employed improved to 16.0% from<br />
14.4% in 2001.<br />
(in %)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 115
Management of operational<br />
and financial risks<br />
The <strong>PSA</strong> Peugeot Citroën Group is exposed<br />
to various risks in the normal course of<br />
business. These risks are managed and<br />
hedged by applying procedures that are<br />
defined and monitored at Group level.<br />
They include both operational and<br />
financial risks. In addition, the Group is<br />
exposed to specific risks on the activities<br />
of the finance companies.<br />
1. OPE<strong>RA</strong>TIONAL RISKS<br />
The Group has created a risk prevention<br />
and management organization charged<br />
with implementing appropriate measures<br />
to limit the consequences of events<br />
affecting Group operations and prevent,<br />
to the extent possible, the risk of project<br />
management failures or organizational<br />
dysfunctions.<br />
The corporate Risk Prevention and<br />
Management Department guarantees the<br />
consistency of operational risk management<br />
initiatives and their cross-functional<br />
implementation. It defines risk identification<br />
and assessment methods, and helps to<br />
define and control risk management<br />
plans. It is supported by a network of<br />
correspondents or experts working in the<br />
Group’s various departments and facilities,<br />
who are responsible for deploying Group<br />
risk prevention policies in their units and<br />
monitoring the status of preventive and<br />
corrective action plans. Risks are assessed<br />
in detail using a Group-wide method and<br />
annual programs are implemented to<br />
manage them. This means that potential<br />
vulnerabilities are identified early and that<br />
protective or preventive measures are<br />
commensurate with the risks involved.<br />
The main operational risks are risks likely<br />
to disrupt or halt the Group’s design,<br />
production or distribution activities, or to<br />
pose a threat to the Group’s employees<br />
or its tangible or intangible assets. They<br />
include the risk of damage to research<br />
facilities, data processing centers, production<br />
or distribution units, as well as incidents<br />
affecting the integrity, confidentiality and<br />
use of Group information systems and<br />
computerized data, and damage to the<br />
Group’s reputation.<br />
Systematic prevention programs deal, in<br />
particular, with fire risks, risks concerning<br />
the supply of components and the<br />
protection of vehicle inventories. The<br />
Group invests in data protection and<br />
back-up programs, data processing center<br />
security programs and training in data<br />
control techniques for employees. Special<br />
attention is paid to the environmental<br />
impact of manufacturing facilities. The<br />
design specifications of plant and<br />
equipment include processes and devices<br />
to control pollution and environmental<br />
risks. The corporate Risk Management and<br />
Prevention Department centrally manages<br />
environmental risks related to manufacturing<br />
operations and regularly publishes Grouplevel<br />
environmental reports.<br />
The structures dedicated to managing<br />
environmental risks, at the Automobile<br />
Division’s production plants and elsewhere<br />
in the organization, comply with ISO 14001<br />
environmental management standards.<br />
Worldwide, the Group’s 20 main production<br />
plants all earned ISO 14001 certification<br />
between 1999 and 2002 and a further<br />
four sites will be certified in 2003. The ISO<br />
certification program is supported by<br />
annual capital expenditure budgets for<br />
environmental projects. All industrial projects<br />
are reviewed by the design department, the<br />
plant concerned, technical department<br />
experts and Group environmental specialists<br />
in order to identify the potential risks and<br />
devise appropriate responses.<br />
Group policy in the area of insurance<br />
focuses on risk prevention. All major risks<br />
are insured and deductibles are set at<br />
appropriate levels. All insurance cover is<br />
taken out with leading insurers and<br />
reinsurers based on the recommendations<br />
of top ranking insurance advisors specialized<br />
in major risks. The Group’s global insurance<br />
programs cover the following main risks:<br />
• Damage to property and resulting<br />
operating losses, up to a maximum of<br />
€1,500 million, excluding the Automotive<br />
Equipment business, and €228 million<br />
for the Automotive Equipment business.<br />
• Liability claims resulting from personal<br />
injury or tangible or intangible losses<br />
arising from the use of the Group’s<br />
products or otherwise, up to amaximum<br />
of €150 million excluding the Automotive<br />
Equipment business, which has taken<br />
out specific cover for these risks.<br />
• Theft or damage to new vehicles held<br />
on storage lots, up to a maximum of<br />
€46 million.<br />
• Theft or damage to vehicles and<br />
components during transport, up to a<br />
maximum of €45 million.<br />
Thanks to its good insurance record, the<br />
Group has been able to renew the cover<br />
provided by its insurance programs for<br />
2003 without having to pay significantly<br />
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higher premiums, despite the sharp rise<br />
in rates in the global insurance market.<br />
2. LEGAL AND REGULATORY RISKS<br />
The <strong>PSA</strong> Peugeot Citroën Group is exposed<br />
to legal risks as an employer and in<br />
connection with the design and<br />
distribution of vehicles, the purchase of<br />
components and the supply of services.<br />
To manage these risks, the Group<br />
implements preventive policies in<br />
the areas of workplace hygiene and safety,<br />
the manufacturing environment, industrial<br />
and intellectual property. Priority is also<br />
given to vehicle safety and the quality of<br />
the Group’s products and services.<br />
The Automobile Division may become<br />
involved in claims and litigation arising<br />
from its dealings with the dealer network<br />
and customers. Motor vehicle distribution<br />
and after-sales services in Europe are<br />
subject to the new European Union Block<br />
Exemption Regulation 1400/02 dated<br />
July 31, 2002. The Group does not expect<br />
its Automobile Division to be exposed to<br />
any specific legal or regulatory risks as<br />
a result of the new regulations.<br />
As of December 31, 2002, no Group<br />
company was involved in any claims or<br />
litigation that had or were likely to have a<br />
material impact on the Group’s accounts.<br />
3. FINANCIAL RISKS<br />
<strong>PSA</strong> Peugeot Citroën is exposed to financial<br />
risks in connection with its automobile<br />
business and other manufacturing<br />
activities, including the risk of losses due<br />
to unfavorable changes in exchange rates<br />
affecting the currencies of countries where<br />
it manufactures products—primarily in<br />
the euro zone—and the countries in<br />
which these products are sold. The<br />
introduction of the euro at the beginning<br />
of 1999 has had the effect of reducing<br />
these risks, which now primarily concern<br />
the British pound and, to a lesser extent,<br />
the Argentine peso, the Brazilian real, the<br />
Polish zloty and the Japanese yen.<br />
Currency risks of the Automobile Division<br />
are managed primarily by having the<br />
manufacturing companies bill the sales<br />
companies in the sales companies’ local<br />
currency, except in those rare cases where<br />
the sales company’s local currency is not<br />
convertible. Currency risks on these intercompany<br />
billings are systematically hedged<br />
by means of forward contracts maturing<br />
on the invoice settlement date, which is<br />
determined based on the subsidiaries’<br />
operating cycle. The hedges are set up by<br />
a specialized subsidiary, <strong>PSA</strong> International,<br />
or on <strong>PSA</strong> International’s instructions in<br />
the case of non-convertible currencies.<br />
In accordance with these principles,<br />
currency risks on future sales are not hedged,<br />
with the result that future operating<br />
margin may vary depending on exchange<br />
rates. As of December 31, 2002, however,<br />
the Group had purchased Japanese yen<br />
put options in a total nominal amount of<br />
€765 million to guarantee a minimum<br />
exchange rate for its vehicle sales in Japan<br />
until the end of 2005.<br />
On the basis of the 2002 figures, the<br />
Group estimates that a 1% fluctuation in<br />
the euro against all other currencies<br />
would have an impact of around<br />
€70 million on consolidated operating<br />
margin. A 1% change in the pound-euro<br />
exchange rate would have an impact of<br />
around €38 million on consolidated<br />
operating margin.<br />
The exposure of the Group’s manufacturing<br />
and sales activities to changes in interest<br />
rates is not material.<br />
The Group places significant emphasis on<br />
guaranteeing the security of payments for<br />
the goods and services delivered to<br />
customers. Relations with Peugeot and<br />
Citroën dealers are managed within the<br />
framework of the sales financing system<br />
described below. Appropriate mechanisms<br />
have been set up to guarantee the security<br />
of payments from other Group customers.<br />
Inter-company settlements are systematically<br />
covered against political risks whenever<br />
necessary.<br />
4. RISKS ASSOCIATED WITH THE ACTIVITIES<br />
OF THE FINANCE COMPANIES<br />
The Group finance companies provide<br />
financing for dealer vehicle and<br />
replacement parts inventories and offer a<br />
wide range of loans and lease financing<br />
solutions to customers, together with<br />
related services. As a result, they are<br />
exposed to credit risks. Wholesale financing<br />
credit risks are spread across a large<br />
number of dealers and are managed<br />
internally by Credit Committees set up in<br />
each country as well as by a Group Credit<br />
Committee, based on clearly defined,<br />
closely monitored credit limits. Retail<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 117
Management of operational and financial risks<br />
financing credit risks, which are spread<br />
across an even larger number of<br />
customers, are managed using creditscoring<br />
procedures. In addition, significant<br />
individual credit risks are managed using<br />
procedures similar to those applied to<br />
manage wholesale financing credit risks.<br />
Reserves are booked for residual risks, on<br />
a statistical basis, as soon as the financing<br />
is granted. The percentage of the total<br />
risk covered by a reserve is adjusted at<br />
regular intervals based on the Group’s loss<br />
experience, determined country-bycountry.<br />
Specific allowances are booked<br />
for significant individual risks, as soon as<br />
they are identified.<br />
The bulk of the finance companies’<br />
refinancing needs are covered by the<br />
equity capital allocated to these<br />
companies, the issuance of debt securities<br />
and bank borrowings. The finance<br />
companies are therefore exposed to the<br />
risk of mismatches between assets and<br />
liabilities, in terms of maturities, currencies<br />
and interest rates. The Group’s policy<br />
consists of neutralizing the impact of<br />
changes in interest rates and exchange<br />
rates on the finance companies’ operating<br />
margin by using appropriate financial<br />
instruments to match interest rates and<br />
currencies between assets and liabilities.<br />
The permanent need to have sufficient<br />
resources to refinance the finance<br />
business also exposes the Group to<br />
liquidity risks. These risks are covered as<br />
part of the financing strategy (see Group<br />
Financing 1. above), by matching financing<br />
maturities to the related assets, by using<br />
free cash flow and unused confirmed lines<br />
of credit, by extensively diversifying financing<br />
resources and by maintaining adequate<br />
capital ratios at Banque <strong>PSA</strong> Finance.<br />
The Group is exposed to counterparty risks<br />
on transactions carried out on financial<br />
markets in connection with the management<br />
of currency and interest rate risks and<br />
payment flows. It keeps these risks to a<br />
minimum through internal control<br />
procedures that restrict the choice of<br />
counterparties to leading banks and<br />
financial institutions.<br />
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Statistics<br />
First-quarter 2003 sales<br />
Consolidated sales for the first three months<br />
of 2003 amounted to €13,841 million, a<br />
3.0% increase from the €13,439 million<br />
reported in first-quarter 2002.<br />
Automobile Division sales rose by 3.1%<br />
during the quarter to €11,222 million, while<br />
worldwide unit sales were up 1.7% to<br />
823,800 vehicles.<br />
In the Central and Eastern Europe and Turkey<br />
region, where overall demand has started to<br />
recover, sales were up 31.5% to 46,000 units.<br />
Sales in Latin America declined 10.8% to<br />
26,900 units. In Brazil, sales retreated 8.5%<br />
to 15,200 units, in line with the market, but<br />
market share rose to 4.9% from 4.5% in the<br />
prior-year period.<br />
exhaust systems, sales were up 10.7%,<br />
reflecting sustained demand for Faurecia’s<br />
products, particularly car seats.<br />
Sales by the other businesses amounted to<br />
€218 million, versus €238 million in firstquarter<br />
2002.<br />
In Western Europe, where demand for<br />
passenger cars and light commercial vehicles<br />
contracted by 2.6% in the first quarter,<br />
<strong>PSA</strong> Peugeot Citroën increased registrations<br />
by 2.5%, driving further gains in market<br />
share, to an aggregate 16.4% from 15.5%<br />
at March 31, 2002. Compared to the prioryear<br />
period, Group market share increased<br />
in France (35.2%, versus 33.9%), Spain<br />
(23.3%, versus 22.3%) and Germany (5.9%,<br />
versus 5.5%), as well as, to a greater extent,<br />
in Italy (11.8%, versus 9.2%) and the rest of<br />
Europe (16.3%, versus 14.9%).<br />
Unit sales in Western Europe (i.e., vehicles<br />
invoiced to dealers) rose by 1.4% during the<br />
period to 660,000 units.<br />
Outside Western Europe, first-quarter sales<br />
increased by 2.9% to 163,800 units.<br />
Demand continued to surge in China, rising<br />
94% year-on-year, while Group sales climbed<br />
120.6% to 26,500 units. Market share<br />
reached 7.2% at March 31, 2003.<br />
The finance companies reported a 3.6%<br />
increase in revenues, to €431 million, while<br />
Banque <strong>PSA</strong> Finance’s total loans outstanding<br />
rose 6.6% to €18.9 billion. A total of<br />
220,700 new loans were originated during<br />
the quarter, up 7% from the prior-year period.<br />
Sales by the transportation and logistics<br />
business rose 6.8% to €695 million from<br />
€651 million at March 31, 2002.<br />
The automotive equipment business reported<br />
sales of €2,582 million, versus €2,391 million<br />
in the prior-year period. Excluding the impact<br />
of lower prices for the catalysts used in<br />
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<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 121
Statistics<br />
PASSENGER CAR REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
France 2,145,100 2,254,700 2,133,900<br />
Austria 279,500 293,500 309,400<br />
Belgium-Luxemburg 511,000 531,500 557,100<br />
Denmark 111,600 96,200 112,700<br />
Finland 116,900 109,500 134,600<br />
Germany 3,252,900 3,341,700 3,378,300<br />
Greece 268,500 280,200 290,200<br />
Ireland 156,100 164,700 230,800<br />
Italy 2,270,900 2,413,500 2,423,100<br />
Netherlands 510,700 530,200 597,600<br />
Norway 88,700 92,000 97,400<br />
Portugal 226,100 255,200 257,900<br />
Spain 1,331,900 1,425,600 1,381,300<br />
Sweden 254,600 246,600 290,500<br />
Switzerland 296,100 316,600 316,500<br />
United Kingdom 2,563,600 2,458,800 2,221,700<br />
TOTAL WESTERN EUROPE (17 countries) 14,384,200 14,810,500 14,733,000<br />
Source : C.C.F.A.<br />
LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
France 404,900 433,900 415,000<br />
Austria 22,400 24,100 27,200<br />
Belgium-Luxemburg 54,000 64,400 57,200<br />
Denmark 32,200 31,500 33,100<br />
Finland 15,300 15,100 15,100<br />
Germany 192,600 206,300 212,300<br />
Greece 18,800 20,600 23,000<br />
Ireland 34,700 38,700 41,500<br />
Italy 254,700 230,700 225,500<br />
Netherlands 81,100 84,200 96,600<br />
Norway 24,700 33,800 31,600<br />
Portugal 79,400 98,900 152,800<br />
Spain 269,100 287,700 299,200<br />
Sweden 28,900 29,200 31,800<br />
Switzerland 23,000 25,400 24,100<br />
United Kingdom 271,800 259,800 245,200<br />
TOTAL WESTERN EUROPE (17 countries) 1,807,600 1,884,300 1,931,200<br />
Source : C.C.F.A.<br />
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PASSENGER CAR AND LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY MANUFACTURER<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
Peugeot Marque 1,437,100 8.9 1,443,600 8.7 1,318,900 7.9<br />
Citroën Marque 1,073,900 6.6 1,060,400 6.3 959,600 5.8<br />
<strong>PSA</strong> Peugeot Citroën 2,511,000 15.5 2,504,000 15.0 2,278,500 13.7<br />
Volkswagen Group 2,797,800 17.3 2,965,100 17.8 2,956,400 17.7<br />
Renault 1,827,600 11.3 1,863 100 11.2 1,830,300 11.0<br />
Ford Group 1,823,500 11.3 1,863,400 11.2 1,795,900 10.8<br />
General Motors Group 1,545,700 9.6 1,688,600 10.1 1,683,300 10.1<br />
Fiat Group 1,455,600 9.0 1,686,200 10.1 1,737,000 10.4<br />
Daimler-Chrysler 1,118,500 6.9 1,121,000 6.7 1,085,100 6.5<br />
Toyota Group 709,900 4.4 635,000 3.8 645,700 3.9<br />
BMW 617,700 3.8 545,000 3.3 499,900 3.0<br />
Other Japanese marques 1,147,400 7.1 1,137,300 6.8 1,309,300 7.9<br />
Korean Marques 422,900 2.6 449,800 2.7 558,600 3.4<br />
Other Marques 214,200 1.3 236,300 1.5 284,100 1.7<br />
Source : C.C.F.A.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN GROUP - PASSENGER CAR REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
France 720,200 33.6 761,900 33.8 659,100 30.9<br />
Austria 24,300 8.7 23,300 7.9 21,000 6.8<br />
Belgium-Luxemburg 109,700 21.5 104,400 19.7 98,400 17.7<br />
Denmark 30,400 27.2 24,500 25.4 21,900 19.5<br />
Finland 14,500 12.4 12,200 11.1 12,500 9.3<br />
Germany 174,600 5.4 158,400 4.7 150,500 4.5<br />
Greece 39,600 14.8 36,600 13.0 37,900 13.1<br />
Ireland 13,500 8.7 12,100 7.3 14,700 6.4<br />
Italy 225,600 9.9 195,400 8.1 183,100 7.6<br />
Netherlands 75,100 14.7 69,300 13.1 65,100 10.9<br />
Norway 10,100 11.4 9,200 10.0 7,800 8.0<br />
Portugal 41,500 18.4 42,500 16.7 40,000 15.5<br />
Spain 295,200 22.2 311,900 21.9 306,100 22.2<br />
Sweden 22,500 8.9 16,400 6.7 12,600 4.3<br />
Switzerland 26,900 9.1 26,600 8.4 24,900 7.9<br />
United Kingdom 339,300 13.2 334,800 13.6 273,600 12.3<br />
TOTAL WESTERN EUROPE (17 countries) 2,163,000 15.0 2,139,500 14.5 1,929,200 13.1<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 123
Statistics<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN GROUP - LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
France 144,400 35.7 151,500 34.9 152,000 36.6<br />
Austria 2,000 8.9 2,400 10.1 2,500 9.1<br />
Belgium-Luxemburg 14,100 26.1 16,800 26.1 12,900 22.6<br />
Denmark 6,500 20.1 6,800 21.7 6,200 18.6<br />
Finland 2,000 12.6 1,700 11.3 1,500 10.1<br />
Germany 11,800 6.2 12,900 6.3 11,700 5.5<br />
Greece 1,400 7.4 1,700 8.1 1,200 5.1<br />
Ireland 4,700 13.5 5,500 14.1 6,300 15.2<br />
Italy 18,200 7.2 14,200 6.2 11,200 5.0<br />
Netherlands 12,100 15.0 14,400 17.1 14,300 14.9<br />
Norway 3,400 13.5 5,700 16.8 3,400 10.7<br />
Portugal 15,900 20.0 17,100 17.3 20,300 13.3<br />
Spain 66,100 24.6 70,400 24.5 68,800 23.0<br />
Sweden 4,900 17.0 4,300 14.6 3,500 10.9<br />
Switzerland 2,000 8.6 2,100 8.2 2,000 8.5<br />
United Kingdom 38,500 14.2 37,000 14.3 31,500 12.9<br />
TOTAL WESTERN EUROPE (17 countries) 348,000 19.3 364,500 19.4 349,300 18.1<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN GROUP - PASSENGER CAR AND LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
France 864,600 33.9 913,400 34.0 811,100 31.8<br />
Austria 26,300 8.7 25,700 8.1 23,400 7.0<br />
Belgium-Luxemburg 123,800 21.9 121,300 20.4 111,400 18.1<br />
Denmark 36,900 25.6 31,300 24.5 28,100 19.3<br />
Finland 16,400 12.4 13,900 11.2 14,000 9.3<br />
Germany 186,400 5.4 171,300 4.8 162,200 4.5<br />
Greece 41,000 14.3 38,200 12.7 39,000 12.5<br />
Ireland 18,200 9.5 17,600 8.6 21,000 7.7<br />
Italy 243,900 9.7 209,600 7.9 194,300 7.4<br />
Netherlands 87,200 14.7 83,600 13.6 79,400 11.4<br />
Norway 13,400 11.9 14,900 11.8 11,200 8.7<br />
Portugal 57,400 18.8 59,700 16.8 60,300 14.7<br />
Spain 361,400 22.6 382,300 22.3 374,900 22.3<br />
Sweden 27,400 9.7 20,700 7.5 16,100 5.0<br />
Switzerland 28,800 9.0 28,700 8.4 27,000 7.9<br />
United Kingdom 377,900 13.3 371,800 13.7 305,100 12.4<br />
TOTAL WESTERN EUROPE (17 countries) 2,511,000 15.5 2,504,000 15.0 2,278,500 13.7<br />
124<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PEUGEOT</strong> MARQUE - PASSENGER CAR AND LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
France 507,800 19.9 543,400 20.2 472,500 18.5<br />
Austria 17,600 5.8 17,200 5.4 14,800 4.4<br />
Belgium-Luxemburg 64,300 11.4 62,700 10.5 61,800 10.1<br />
Denmark 21,200 14.8 18,500 14.5 17,200 11.8<br />
Finland 8,500 6.5 7,900 6.3 8,600 5.7<br />
Germany 113,200 3.3 106,200 3.0 106,200 3.0<br />
Greece 22,700 7.9 18,100 6.0 17,500 5.6<br />
Ireland 10,700 5.6 10,400 5.1 12,500 4.6<br />
Italy 143,100 5.7 126,400 4.8 112,200 4.2<br />
Netherlands 55,900 9.4 55,400 9.0 52,800 7.6<br />
Norway 8,700 7.6 10,200 8.1 7,500 5.9<br />
Portugal 31,900 10.4 32,500 9.2 34,400 8.4<br />
Spain 171,900 10.7 182,300 10.6 169,000 10.1<br />
Sweden 17,200 6.1 13,100 4.8 11,400 3.5<br />
Switzerland 18,100 5.7 18,700 5.5 18,300 5.4<br />
United Kingdom 224,300 7.9 220,600 8.1 202,200 8.2<br />
TOTAL WESTERN EUROPE (17 countries) 1,437,100 8.9 1,443,600 8.7 1,318,900 7.8<br />
CITROËN MARQUE - PASSENGER CAR AND LIGHT COMMERCIAL VEHICLE REGIST<strong>RA</strong>TIONS IN EUROPE BY COUNTRY<br />
2002 2001 2000<br />
Market Market Market<br />
Units share (%) Units share (%) Units share (%)<br />
France 356,800 14.0 370,000 13.8 338,600 13.3<br />
Austria 8,700 2.9 8,500 2.7 8,700 2.6<br />
Belgium-Luxemburg 59,500 10.5 58,500 9.8 49,600 8.1<br />
Denmark 15,600 10.9 12,800 10.0 10,900 7.5<br />
Finland 7,900 6.0 6,000 4.9 5,400 3.6<br />
Germany 73,200 2.1 65,200 1.8 55,900 1.6<br />
Greece 18,200 6.4 20,000 6.7 21,600 6.9<br />
Ireland 7,500 3.9 7,100 3.5 8,500 3.1<br />
Italy 100,800 4.0 83,300 3.2 82,100 3.1<br />
Netherlands 31,300 5.3 28,300 4.6 26,600 3.8<br />
Norway 4,800 4.2 4,700 3.7 3,600 2.8<br />
Portugal 25,500 8.4 27,100 7.7 25,800 6.3<br />
Spain 189,500 11.8 200,100 11.7 205,900 12.3<br />
Sweden 10,300 3.6 7,600 2.8 4,700 1.5<br />
Switzerland 10,700 3.4 9,900 2.9 8,700 2.6<br />
United Kingdom 153,600 5.4 151,300 5.6 103,000 4.2<br />
TOTAL WESTERN EUROPE (17 countries) 1,073,900 6.6 1,060,400 6.4 959,600 5.8<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 125
Statistics<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN GROUP - PRODUCTION BY MODEL<br />
(passenger cars and light commercial vehicles) 2002 2001 2000<br />
<strong>PEUGEOT</strong> MARQUE<br />
106 69,500 112,400 137,500<br />
206 843,900 820,100 737,400<br />
306 15,500 124,900 278,300<br />
307 534,500 308,200 500<br />
405 124,000 80,000 57,400<br />
406 125,500 192,100 259,500<br />
504 3,100 4,900 5,800<br />
607 27,200 37,800 23,500<br />
806 - 20,000 22,400<br />
807 14,800 - -<br />
Expert 28,600 32,300 29,500<br />
Partner 118,100 130,000 110,600<br />
J9 - - 3,000<br />
Boxer 42,500 43,600 44,400<br />
TOTAL 1,947,200 1,906,300 1,709,800<br />
(of which diesel-powered versions) (888,700) (852,000) (767,700)<br />
(of which passenger cars) (1,764,500) (1,720,100) (1,528,900)<br />
(of which light commercial vehicles) (182,700) (186,200) (180,900)<br />
CITROËN MARQUE<br />
Saxo 155,600 242,800 289,300<br />
C3 204,300 300 -<br />
ZX 79,400 52,900 53,900<br />
Xsara 449,800 459,600 453,700<br />
C5 157,100 157,100 800<br />
Xantia - 26,300 79,600<br />
XM - - 2,400<br />
Synergie - 17,500 17,500<br />
C8 11,900 - -<br />
Dispatch 24,900 26,700 24,100<br />
C15 30,600 34,600 40,100<br />
Berlingo 162 300 170,400 168,400<br />
Relay 39,000 41,800 37,800<br />
TOTAL 1,314,900 1,230,000 1,167,600<br />
(of which diesel-powered versions) (735,300) (689,300) (637,100)<br />
(of which passenger cars) (1,129,500) (1,037,600) (981,300)<br />
(of which light commercial vehicles) (185,500) (192,400) (186,300)<br />
TOTAL <strong>PSA</strong> Peugeot Citroën 3,262,100 3,136,300 2,877,400<br />
(of which diesel-powered versions) (1,624,000) (1,541,300) (1,404,800)<br />
(of which passenger cars) (2,894,000) (2,757,700) (2,510,200)<br />
(of which light commercial vehicles) (368,100) (378,600) (367,200)<br />
126<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN GROUP - WORLDWIDE SALES<br />
(passenger cars and light commercial vehicles) 2002 2001 2000<br />
WESTERN EUROPE<br />
France:<br />
Peugeot 513,300 550,500 486,400<br />
Citroën 358,000 364,700 346,400<br />
<strong>PSA</strong> Peugeot Citroën 871,300 915,200 832,800<br />
Other Western European countries:<br />
Peugeot 948,500 934,500 863,600<br />
Citroën 737,200 695,800 639,900<br />
<strong>PSA</strong> Peugeot Citroën 1,685,700 1,630,300 1,503,500<br />
TOTAL WESTERN EUROPE<br />
Peugeot 1,461,800 1,485,000 1,350,000<br />
Citroën 1,095,200 1,060,500 986,300<br />
<strong>PSA</strong> Peugeot Citroën 2,557,000 2,545,500 2,336,300<br />
REST OF THE WORLD<br />
Central and Eastern Europe and Turkey:<br />
Peugeot 109,100 89,700 92,800<br />
Citroën 59,600 45,400 51,100<br />
<strong>PSA</strong> Peugeot Citroën 168,700 135,100 143,900<br />
Africa:<br />
Peugeot 55,400 53,000 37,700<br />
Citroën 17,300 18,500 13,000<br />
<strong>PSA</strong> Peugeot Citroën 72,700 71,500 50,700<br />
The Americas:<br />
Peugeot 90,700 89,200 86,200<br />
Citroën 30,200 29,800 20,100<br />
<strong>PSA</strong> Peugeot Citroën 120,900 119,000 106,300<br />
Asia-Pacific:<br />
Peugeot 212,800 156,800 83,500<br />
Citroën 105,600 76,500 68,300<br />
<strong>PSA</strong> Peugeot Citroën 318,400 233,300 151,800<br />
Other:<br />
Peugeot 25,600 25,500 23,600<br />
Citroën 4,200 2,900 3,100<br />
<strong>PSA</strong> Peugeot Citroën 29,800 28,400 26,700<br />
TOTAL SALES, REST OF THE WORLD<br />
Peugeot 493,600 414,200 323,800<br />
Citroën 216,900 173,100 155,600<br />
<strong>PSA</strong> Peugeot Citroën 710,500 587,300 479,400<br />
TOTAL WORLDWIDE SALES<br />
Peugeot 1,955,400 1,899,200 1,673,800<br />
Citroën 1,312,100 1,233,600 1,141,900<br />
<strong>PSA</strong> Peugeot Citroën 3,267,500 3,132,800 2,815,700<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 127
Statistics<br />
WORKFORCE<br />
2002 2001<br />
AUTOMOBILE DIVISION 133,300 129,700<br />
Of which:<br />
* France 95,600 95,000<br />
* Other countries 37,700 34,700<br />
FINANCE COMPANIES 52,200 49,700<br />
T<strong>RA</strong>NSPORTATION AND LOGISTICS 8,000 7,700<br />
AUTOMOTIVE EQUIPMENT 52,200 49,700<br />
OTHER BUSINESSES 2,900 3,300<br />
TOTAL <strong>PSA</strong> Peugeot Citroën 198,600 192,500<br />
Of which:<br />
* France 123,700 123,700<br />
* Other countries 74,900 68,800<br />
MANUFACTURING FACILITIES<br />
Assembly plant Models produced as of January 1, 2003 2002 Output<br />
MANUFACTURING CENTERS<br />
Aulnay (France) Saxo, 106, C3 382,600<br />
Madrid (Spain) Xsara, C3 123,100<br />
Mangualde (Portugal) Citroën Berlingo, Peugeot Partner 50,900<br />
Mulhouse (France) 206, 206 CC, 307 470,700<br />
Palomar (Argentina) 206, Citroën Berlingo, Peugeot Partner 17,800<br />
Poissy (France) 206 353,100<br />
Porto Real (Brazil) 206, Xsara Picasso 48,200<br />
Rennes (France) Xsara, C5 272,900<br />
Ryton (United Kingdom) 206, 206 SW 199,200<br />
Sochaux (France) 307, 307 SW, 406, 607 434,100<br />
Vigo (Spain) Xsara Picasso, C15, Citroën Berlingo, Peugeot Partner 496,100<br />
MECHANICAL COMPONENT<br />
PLANTS AND FOUNDRIES<br />
Asnières (France) Free-cutting, hydraulic systems -<br />
Caen (France) Wheels, axles suspension systems, transmissions -<br />
Charleville (France) Aluminium and iron castings -<br />
Melun-Sénart (France) Replacement parts -<br />
Metz (France) Gear boxes 1,691,400<br />
Saint-Ouen (France) Stamping -<br />
Sept-Fons (France) Iron castings -<br />
Trémery (France) EW gasoline engines and DV, DW diesel engines 1,615,700<br />
Valenciennes (France) Gear boxes 1,524,900<br />
Vesoul (France) CKD shipments, replacement parts -<br />
128<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Growth Strategy<br />
Corporate<br />
Governance<br />
Business Review<br />
Corporate Policies<br />
Management’s<br />
Discussion<br />
and Analysis<br />
Statistics<br />
JOINT PLANTS WITH OTHER MANUFACTURERS<br />
(AS AT DECEMBER 31, 2002)<br />
Facility Production Annual output<br />
F<strong>RA</strong>NÇAISE DE MECANIQUE<br />
50% Peugeot Citroën Automobiles Iron castings<br />
50% Renault Engines: *TU + TUF + TUD 1,204,100<br />
*DV 334,800<br />
*D (Renault) 445,500<br />
*ES 19,800<br />
SEVELNORD Peugeot 807 Total output:<br />
50% Peugeot Citroën Automobiles Peugeot Expert 125,700<br />
50% Fiat Citroën C8<br />
Citroën Jumpy<br />
Fiat Ulysse<br />
Fiat Scudo<br />
Lancia Phedra<br />
OTHER COUNTRIES<br />
SOCIETÁ EUROPEA VEICOLI LEGGERI - (ITALY) Peugeot Boxer Total output:<br />
50% Peugeot Citroën Automobiles Citroën Relay 179,300<br />
50% Fiat Fiat Ducato<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT 129
130<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - MANAGING BOARD REPORT
Appendices to the Managing Board Report<br />
Consolidated financial statements 133<br />
Notes to consolidated financial statements 138<br />
Five-year consolidated financial statements 181<br />
List of consolidated companies 185<br />
Employee Relations and Environmental Indicators<br />
Employee Relations Indicators 192<br />
Environmental Indicators – Automobile fuel consumption and emissions 196<br />
Environmental Indicators – Production plant consumption and emissions 199<br />
Management and Administration 202<br />
Information about the Company’s capital 205<br />
Statutory Auditors’ Report 207<br />
Information about Peugeot S.A.<br />
Information about Peugeot S.A. 208<br />
Organization 210<br />
Stockholder information 212<br />
Financial authorizations 214<br />
Resolutions 217<br />
The Vice Presidents Committee 220<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN 131
132<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN
C onsolidated statements of income<br />
(in millions of euros) 2002 2001 2000<br />
MANUFACTURING AND SALES COMPANIES<br />
Net sales 52,906 50,288 42,978<br />
Operating expenses<br />
Cost of goods and services sold (40,196) (38,647) (31,946)<br />
Selling, general and administrative expenses (8,251) (7,504) (7,550)<br />
Research and development costs (1,865) (1,733) (1,625)<br />
(50,312) (47,884) (41,121)<br />
Operating margin 2,594 2,404 1,857<br />
Early-termination plan costs (158) (31) 32<br />
Other income and (expenses)<br />
Restructuring costs (note 9) (124) (115) (41)<br />
Interest income (expense), net (note 10) (25) (48) 86<br />
Other income and (expense), net (note 11) 22 193 21<br />
(127) 30 66<br />
Income before tax of fully-consolidated companies 2,309 2,403 1,955<br />
Income taxes (note 13) (666) (750) (601)<br />
Net income of fully-consolidated manufacturing and sales companies 1,643 1,653 1,354<br />
FINANCE COMPANIES<br />
Revenues<br />
From third parties 1,530 1,375 1,203<br />
From Group manufacturing and sales companies 170 212 184<br />
1,700 1,587 1,387<br />
Operating expenses (note 12) (1,381) (1,339) (1,123)<br />
Operating margin 319 248 264<br />
Other income and (expenses), net (3) (4) (3)<br />
Income before tax of fully-consolidated companies 316 244 261<br />
Income taxes (note 13) (111) (85) (112)<br />
Net income of fully-consolidated finance companies 205 159 149<br />
Net income of fully-consolidated companies 1,848 1,812 1,503<br />
Net earnings of companies at equity (note 18-c) 22 9 19<br />
Amortization of goodwill (163) (140) (199)<br />
Net income before minority interests 1,707 1,681 1,323<br />
(Income) loss attributable to minority interests (17) 10 (11)<br />
Net income 1,690 1,691 1,312<br />
Basic earnings per €1 par value share (note 52)<br />
- average number of common shares outstanding* 254,201,332 263,357,148 261,283,962<br />
- in euros, per share 6.65 6.42 5.02<br />
Diluted earnings per €1 par value share (note 52)<br />
- average potential number of shares* 254,201,332 264,479,453 273,086,352<br />
- in euros, per share 6.65 6.40 4.84<br />
* The average number of shares for 2000 has been adjusted for the 2001 six-for-one stock-split.<br />
The notes on <strong>page</strong>s 139 to 179 are an integral part of the consolidated financial statements.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 133
C onsolidated balance sheets - Assets<br />
(in millions of euros) 2002 2001 2000<br />
MANUFACTURING AND SALES COMPANIES<br />
Goodwill (note 14) 2,120 2,225 1,054<br />
Intangible assets (note 15) 194 183 136<br />
Property, plant and equipment (note 16) 11,545 11,461 10,359<br />
Investments<br />
Receivables and investment securities (note 17) 929 624 1,110<br />
Investments in companies at equity (note 18) 351 215 203<br />
Shares in non-consolidated companies (note 19) 85 238 254<br />
Loans to Group finance companies - - 339<br />
1,365 1,077 1,906<br />
Other non-current assets<br />
Long-term deferred income taxes 308 184 86<br />
Other non-current assets (note 20) 257 204 176<br />
565 388 262<br />
Current operating assets<br />
Inventories (note 21) 6,167 6,218 5,171<br />
Accounts and notes receivable (note 22) 3,381 3,451 2,962<br />
Short-term income tax assets (note 25) 980 935 485<br />
Other receivables (note 26) 2,619 2,585 2,207<br />
Receivables from Group finance companies 238 306 311<br />
13,385 13,495 11,136<br />
Current financial assets<br />
Loans 397 260 207<br />
Short-term investments (note 27) 1,089 1,013 1,246<br />
Cash and cash equivalents (note 28) 4,532 5,520 3,143<br />
Current account balances from Group finance companies 97 123 1,077<br />
6,115 6,916 5,673<br />
Total manufacturing and sales companies 35,289 35,745 30,526<br />
FINANCE COMPANIES<br />
Goodwill (note 14) 80 86 90<br />
Non-current assets<br />
Intangible assets (note 15) 30 21 20<br />
Property and equipment (note 16) 51 52 131<br />
Long-term deferred income tax assets 47 29 28<br />
Others 202 206 225<br />
330 308 404<br />
Accounts receivable<br />
Finance receivables (note 23) 15,732 15,740 14,155<br />
Other customer loans (note 24) 295 242 205<br />
Receivables from manufacturing and sales companies 208 241 299<br />
16,235 16,223 14,659<br />
Other operating assets<br />
Short-term income tax assets (note 25) 63 53 16<br />
Other receivables (note 26) 923 742 550<br />
Receivables from manufacturing and sales companies 65 41 99<br />
1,051 836 665<br />
Current financial assets<br />
Short-term investments 87 71 31<br />
Cash and cash equivalents (note 28) 2,936 2,146 251<br />
Receivables from manufacturing and sales companies - 1 13<br />
3,023 2,218 295<br />
Total finance companies 20,719 19,671 16,113<br />
TOTAL ASSETS 56,008 55,416 46,639<br />
The notes on <strong>page</strong>s 139 to 179 are an integral part of the consolidated financial statements.<br />
134<br />
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C onsolidated balance sheets - Liabilities and stockholders’ equity<br />
(in millions of euros) 2002 2001 2000<br />
Stockholders’ equity (note 29)<br />
Common stock 259 259 278<br />
Capital in excess of par value of stock - - 276<br />
Retained earnings 11,875 10,479 9,515<br />
Treasury stock (568) (51) (507)<br />
Cumulative translation adjustment (582) (405) (201)<br />
10,984 10,282 9,361<br />
MANUFACTURING AND SALES COMPANIES<br />
Minority interests (note 30) 640 689 579<br />
Non-current liabilities<br />
Long-term deferred income tax liabilities 1,104 1,163 1,129<br />
Reserves for contingencies and liabilities (note 31) 1,727 1,394 1,322<br />
Other long-term liabilities (note 32) 95 69 70<br />
2,926 2,626 2,521<br />
Long-term debt (note 34) 3,499 3,635 1,977<br />
Current liabilities<br />
Accounts and notes payable 9,912 9,173 8,503<br />
Short-term income tax liabilities (note 37) 646 808 625<br />
Other payables (note 38) 5,228 5,409 4,413<br />
Due to Group finance companies 84 86 117<br />
15,870 15,476 13,658<br />
Short-term debt<br />
Convertible debentures (note 33) - - 113<br />
Current portion of long-term debt (note 34) 311 299 408<br />
Short-term financing and bank overdrafts (note 35) 2,451 3,920 2,924<br />
Bank overdrafts from Group finance companies 189 197 293<br />
2,951 4,416 3,738<br />
Total manufacturing and sales companies 25,886 26,842 22,473<br />
FINANCE COMPANIES<br />
Minority interests (note 30) 91 103 79<br />
Non-current liabilities<br />
Long-term deferred income tax liabilities 150 122 119<br />
Reserves for contingencies and liabilities (note 31) 53 45 31<br />
Other long-term liabilities - 14 -<br />
203 181 150<br />
Financing liabilities<br />
Borrowings (note 36) 17,085 16,143 11,585<br />
Other financing liabilities 111 120 386<br />
Bank overdrafts 86 125 68<br />
Current account advances from Group manufacturing and sales companies 45 14 1,438<br />
17,327 16,402 13,477<br />
Customer deposits<br />
Customer deposits 113 85 99<br />
Deposits from Group manufacturing and sales companies 52 109 -<br />
165 194 99<br />
Other operating liabilities<br />
Short-term income tax liabilities (note 37) 64 106 43<br />
Other payables (note 38) 1,050 1,000 667<br />
Due to Group manufacturing and sales companies 238 306 290<br />
1,352 1,412 1,000<br />
Total finance companies 19,138 18,292 14,805<br />
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 56,008 55,416 46,639<br />
The notes on <strong>page</strong>s 139 to 179 are an integral part of the consolidated financial statements.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 135
C onsolidated statements of cash flow<br />
(in millions of euros) 2002 2001 2000<br />
MANUFACTURING AND SALES COMPANIES<br />
Net income of fully-consolidated companies 1,643 1,653 1,354<br />
Adjustments to reconcile net income to net cash provided by operations<br />
- Depreciation and amortization 2,165 1,974 1,877<br />
- Net increase (decrease) in allowances and reserves 352 8 (158)<br />
- Change in long-term deferred income taxes (80) (107) (32)<br />
- (Gains) losses on disposals of assets and other (17) (88) 186<br />
Dividends received from companies at equity (4) - (6)<br />
Working capital provided by operations 4,059 3,440 3,221<br />
Change in operating assets and liabilities (note 39) 330 (422) (238)<br />
Net cash provided by operations - manufacturing and sales companies 4,389 3,018 2,983<br />
Proceeds from disposals of investments in non-consolidated companies 5 23 23<br />
Proceeds from disposals of subsidiaries - - 30<br />
Proceeds from disposals of property, plant and equipment 172 443 100<br />
Capital expenditure (2,790) (2,938) (2,898)<br />
Acquisitions of shares in subsidiaries (56) (1,575) (18)<br />
Investments in non-consolidated companies (25) (33) (164)<br />
Effect of changes in scope of consolidation and other (note 40) (268) 54 (134)<br />
Net cash used by investing activities – manufacturing and sales companies (2,962) (4,026) (3,061)<br />
FINANCE COMPANIES<br />
Net income of fully-consolidated companies 205 159 149<br />
Adjustments to reconcile net income to net cash provided by operations 34 1 73<br />
Working capital provided by operations 239 160 222<br />
Change in operating assets and liabilities (note 39) 557 1,660 (887)<br />
Net cash provided (used) by operations - finance companies 796 1,820 (665)<br />
Net cash provided by investing activities – finance companies 80 68 104<br />
GROUP<br />
Dividends paid:<br />
- to Peugeot S.A. stockholders (294) (217) (118)<br />
- to minority stockholders of consolidated companies (43) (13) (12)<br />
Issuance of shares - 109 132<br />
Purchases of treasury stock (517) (458) (257)<br />
Buybacks of convertible debentures - - (555)<br />
Change in other financial assets and liabilities (note 41) (1,666) 3,872 1,468<br />
Others 46 123 38<br />
Net cash provided (used) by financing activities (2,474) 3,416 696<br />
Effect of exchange rate changes (27) (24) (12)<br />
Increase (decrease) in cash and cash equivalents (198) 4,272 45<br />
Cash and cash equivalents at beginning of period 7,666 3,394 3,349<br />
Cash and cash equivalents at period-end 7,468 7,666 3,394<br />
The notes on <strong>page</strong>s 139 to 179 are an integral part of the consolidated financial statements.<br />
136<br />
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C onsolidated statements of stockholders’ equity<br />
Stockholders’ Common Capital in Retained Treasury Cumulative<br />
(in millions of euros) equity stock excess of par earnings stock translation<br />
value of stock<br />
adjustment<br />
Balance as of December 31, 1999 8,332 273 149 8,383 (250) (223)<br />
2000 net income 1,312 - - 1,312 - -<br />
Dividend (€2.7 per €6 par value share) (118) - - (118) - -<br />
Issuance of shares 132 5 127 - - -<br />
Purchases of treasury stock (257) - - - (257) -<br />
Translation adjustment 22 - - - - 22<br />
Unrealized gains canceled on<br />
sale of marketable securities (62) - - (62) - -<br />
Balance as of December 31, 2000 9,361 278 276 9,515 (507) (201)<br />
2001 net income 1,691 - - 1,691 - -<br />
Dividend (€5 per €6 par value share) (217) - - (217) - -<br />
Issuance of shares 109 4 105 - - -<br />
Purchases of treasury stock (458) - - - (458) -<br />
Cancellations of treasury stock - (23) (381) (510) 914 -<br />
Translation adjustment (204) - - - - (204)<br />
Balance as of December 31, 2001 10,282 259 - 10,479 (51) (405)<br />
2002 net income 1,690 - - 1,690 - -<br />
Dividend (€1.15 per €1 par value share) (294) (294)<br />
Purchases of treasury stock (517) (517)<br />
Translation adjustment (177) (177)<br />
Balance as of December 31, 2002 10,984 259 - 11,875 (568) (582)<br />
The notes on <strong>page</strong>s 139 to 179 are an integral part of the consolidated financial statements.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 137
N otes to the consolidated financial statements<br />
for the years ended December 31, 2002, 2001 and 2000<br />
General information<br />
Note 1 Accounting policies 139<br />
Note 2 Effect of applying US GAAP 141<br />
Note 3 Scope of consolidation 144<br />
Note 4 Segment information 145<br />
Note 5 Key financial data for the Group 149<br />
Statements of income<br />
Note 6 Quarterly sales and revenues 150<br />
Note 7 Payroll costs 150<br />
Note 8 Depreciation of property, plant and equipment manufacturing and sales companies 150<br />
Note 9 Restructuring costs – manufacturing and sales companies 150<br />
Note 10 Interest income (expense) net manufacturing and sales companies 150<br />
Note 11 Other income and (expense), net – manufacturing and sales companies 150<br />
Note 12 Operating expenses – finance companies 151<br />
Note 13 Income taxes 151<br />
Balance sheet – Assets<br />
Note 14 Goodwill 152<br />
Note 15 Intangible assets 153<br />
Note 16 Property, plant and equipment 153<br />
Note 17 Receivables and investment securities 154<br />
Note 18 Investments in companies at equity 155<br />
Note 19 Shares in non-consolidated companies 156<br />
Note 20 Other non-current assets 156<br />
Note 21 Inventories 157<br />
Note 22 Accounts and notes receivable 157<br />
Note 23 Finance receivables 157<br />
Note 24 Other customer receivables – finance companies 158<br />
Note 25 Short-term income tax assets 159<br />
Note 26 Other receivables 159<br />
Note 27 Short-term investments – manufacturing and sales companies 159<br />
Note 28 Cash and cash equivalents 159<br />
Balance sheet – Liabilities and stockholders’ equity<br />
Note 29 Common stock, capital in excess of par value of stock 159<br />
Note 30 Minority interests 161<br />
Note 31 Reserves for contingencies and liabilities 162<br />
Note 32 Other long-term liabilities – manufacturing and sales companies 162<br />
Note 33 Convertible debentures 162<br />
Note 34 Other long-term debt – manufacturing and sales companies 163<br />
Note 35 Short-term financing and bank overdrafts – manufacturing and sales companies 163<br />
Note 36 Financing liabilities – finance companies 164<br />
Note 37 Short-term income tax liabilities 165<br />
Note 38 Other payables 165<br />
Statement of cash flows<br />
Note 39 Change in operating assets and liabilities 165<br />
Note 40 Effect of changes in scope of consolidation and other 166<br />
Note 41 Change in other financial assets and liabilities – finance companies 166<br />
Other information<br />
Note 42 Net financial position – manufacturing and sales companies 167<br />
Note 43 Lines of credit 167<br />
Note 44 Return on capital employed 167<br />
Note 45 Early-termination plan 168<br />
Note 46 Pension and other post-retirement benefits 169<br />
Note 47 Foreign exchange and interest rate risk management 172<br />
Note 48 Equity risk 175<br />
Note 49 Fair value of financial instruments 175<br />
Note 50 Commitments and contingencies 177<br />
Note 51 Maturities and commitments 178<br />
Note 52 Earnings per share 178<br />
Note 53 Directors’ compensation 179<br />
Note 54 Statutory auditors’ fees 179<br />
Note 55 Subsequent events 179<br />
138<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 1 - Accounting policies<br />
The consolidated financial statements are presented in accordance with<br />
French generally accepted accounting principles.<br />
The impact on the consolidated financial statements of adopting<br />
standard CRC 2000-06 concerning liabilities, effective from 2002, was<br />
not material.<br />
Group accounting policies, described in notes 1(a) to 1(s) below, are<br />
consistent, in all material respects, with accounting principles generally<br />
accepted in the United States of America (US GAAP) except as<br />
explained in note 2.<br />
a) Consolidation<br />
The financial statements of significant subsidiaries in which Peugeot S.A.<br />
holds directly or indirectly a majority interest are fully consolidated.<br />
Companies in which Peugeot S.A. holds directly or indirectly an<br />
interest of 20% to 50% and exercises significant influence over<br />
operating and financial policies are included in the consolidated<br />
financial statements on an equity basis.<br />
Certain companies meeting the above criteria have not been<br />
consolidated as they are considered not material in relation to the<br />
Group as a whole. Investments in these companies are recorded under<br />
“Shares in non-consolidated companies” (note 19).<br />
All significant intercompany transactions are eliminated.<br />
Newly-acquired subsidiaries are consolidated as from the date of<br />
acquisition.<br />
b) Translation of foreign currencies<br />
Foreign currency amounts are translated as follows:<br />
- transactions in foreign currency are translated at the hedging rate,<br />
except for the limited number of transactions that are not hedged;<br />
- at the balance sheet date, monetary assets and liabilities denominated<br />
in foreign currency which are not hedged are translated at the yearend<br />
exchange rate;<br />
- gains and losses resulting from the translation of foreign currency<br />
transactions are included in earnings, with the exception of those<br />
related to transactions representing an investment of a permanent<br />
nature in a subsidiary, which are included in stockholders’ equity<br />
under “Retained earnings”;<br />
- balance sheets of foreign subsidiaries are translated at the year-end<br />
exchange rate;<br />
- income statements of foreign subsidiaries are translated on a monthly<br />
basis at the average rates of each month;<br />
- gains and losses resulting from the translation of financial statements<br />
of foreign subsidiaries are recorded in stockholders’ equity under<br />
“Cumulative translation adjustment”.<br />
c) Use of estimates<br />
The preparation of financial statements and related disclosures in<br />
accordance with generally accepted accounting principles requires<br />
management to make estimates and assumptions that affect amounts<br />
reported therein.<br />
d) Sales and revenues<br />
1. Manufacturing and sales companies<br />
Sales of the manufacturing and sales companies include revenues from<br />
the sale of vehicles and other goods and services.<br />
Vehicle sales<br />
New vehicle sales are recognized on the date of transfer of the risks and<br />
rewards of ownership. This corresponds generally to the date when the<br />
vehicles are made available to non-group dealers or the delivery date,<br />
in the case of direct sales. The amount recognized is stated net of the<br />
cost of certain sales incentive programs.<br />
New vehicle sales with a buyback commitment expiring within a<br />
maximum of three years are not recognized at the time of delivery but<br />
accounted for as operating leases. The difference between the sale price<br />
and the buyback price is recognized over the leasing period. The profit<br />
corresponding to the difference between the resale value of the vehicle<br />
on the used car market and the cost of the new vehicle is recognized in<br />
the period when the vehicle is sold. If the difference is a loss, an<br />
allowance is booked when the buyback contract is signed.<br />
2. Finance companies<br />
Finance company revenues correspond to interest income, mainly from<br />
sales financing, and financing-related service revenues.<br />
Sales financing revenue<br />
The activity of finance companies is to provide wholesale financing to<br />
Group dealer networks and to finance sales of vehicles to customers.<br />
Financing may take the form of conventional loans, finance leases,<br />
buyback contracts or long-term leasing and is treated in the same way<br />
as loans. Outstanding principal is recorded in the balance sheet,<br />
together with interest due up to the loan repayment date (note 23-b).<br />
Income from the financing of sales is recognized on an actuarial basis<br />
at a constant rate of interest over the life of the loan.<br />
Revenues from retained interests in asset-backed securities issued by<br />
funds set up in connection with the securitization of automobile loans<br />
are included in sales financing revenue.<br />
Commissions and other fees paid to referral agents are included in cost<br />
of sales over the loan period.<br />
Other business acquisition and loan administration costs are expensed<br />
when incurred.<br />
e) Sales incentive programs<br />
The cost of sales incentive programs is charged against earnings for the<br />
period in which the corresponding sales are recognized. It is accrued on<br />
the basis of historical costs for the previous three months, determined<br />
country by country.<br />
Effective from 2001, in cases where the cost of the program varies<br />
based on sales volume, it is deducted from sales (note 4-a)2).<br />
Incentive programs established by the Group include the granting of<br />
retail financing at rates significantly below market rates. The<br />
corresponding cost is recognized at the time of the sale.<br />
f) Product warranty costs<br />
A reserve is recorded to cover the estimated cost of vehicle warranties<br />
at the time of sale to dealer networks or to the end customer. Revenues<br />
from the sale of extended warranties and maintenance contracts are<br />
recognized over the period during which the service is to be provided.<br />
g) Research and development costs<br />
All research and development costs, including research into production<br />
methods, are expensed as incurred. Automotive Equipment development<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 139
costs which are to be billed to customers do not meet the criteria for<br />
classification as research and development costs, and are included<br />
in inventory.<br />
h) Operating margin<br />
Operating margin, which represents the main performance indicator<br />
used by the Group, corresponds to net income of fully-consolidated<br />
companies before:<br />
- early-termination plan costs,<br />
- restructuring costs,<br />
- net interest income and expense of manufacturing and sales companies,<br />
- gains and losses on disposals of fixed assets other than automobiles,<br />
- revenues from investments in non-consolidated companies,<br />
- exchange gains and losses of manufacturing and sales companies,<br />
- net gains and losses and movements in reserves related to nonrecurring<br />
items,<br />
- income taxes.<br />
i) Goodwill<br />
Goodwill, representing the excess of the purchase price (including<br />
transaction expenses) of shares in consolidated companies over the fair<br />
value of the net assets acquired at the date of acquisition, is amortized<br />
on a straight-line basis over a period not exceeding 20 years.<br />
j) Intangible assets<br />
Internal and external costs for the development and upgrading of<br />
software intended for internal use are capitalized and amortized on a<br />
straight-line basis over a period not exceeding 4 years. Other software<br />
acquisition and development costs are expensed as incurred.<br />
Other intangible assets, consisting principally of patents and<br />
trademarks, are amortized on a straight-line basis over the estimated<br />
period of benefit, not to exceed 20 years.<br />
k) Property, plant and equipment<br />
Property, plant and equipment are carried at cost, including capitalized<br />
interest expense. The French legal revaluations and foreign<br />
revaluations are not reflected in the consolidated financial statements.<br />
Maintenance and repair costs are expensed as incurred, except<br />
for those which enhance the productivity or prolong the useful life<br />
of an asset.<br />
Depreciation is calculated on a straight-line basis over the estimated<br />
useful lives of the respective assets as follows:<br />
Useful lives, in number of years<br />
Buildings 20 to 30<br />
Plant and equipment 6.66 to 16<br />
Computer equipment 3 to 4<br />
Vehicles and handling equipment 4 to 7<br />
Fixtures and fittings 10 to 20<br />
Assets acquired under capital leases are recorded under assets at<br />
their fair value at the inception of the lease and depreciated by the<br />
method and at the rates indicated above. A corresponding obligation<br />
is recorded as a liability (note 34-d).<br />
Special tools are depreciated over the estimated lives of the<br />
corresponding models, which are generally shorter than the useful lives<br />
of the tools concerned, due to the frequency of model changes.<br />
l) Long-lived assets<br />
An impairment loss is recognized whenever events or changes in<br />
circumstances indicate that the carrying amount of a long-lived asset<br />
may not be recoverable.<br />
In the case of goodwill, the impairment test is based on the difference<br />
between the carrying amount and the sum of discounted future cash flows.<br />
For other assets, it is based on the sum of undiscounted expected future<br />
cash flows, taking into account the assets’ planned future use.<br />
The impairment loss is determined on the basis of the fair value of<br />
the asset, measured by reference to discounted future cash flows<br />
or market value.<br />
m) Securities<br />
1. Investment securities<br />
Investment securities held by Group companies consist solely of debt<br />
securities acquired with the intention of holding them to maturity. They<br />
are stated at their redemption value. Premiums and discounts are<br />
amortized over the life of the securities. Investment securities are recorded<br />
under “Receivables and investment securities” in the balance sheet.<br />
2. Shares in non-consolidated companies<br />
Shares in non-consolidated companies are stated at cost and are written<br />
down in the case of a permanent impairment in value. Allowances for<br />
permanent impairment in value are determined based on the most<br />
appropriate financial criteria, including the Group’s equity in the<br />
underlying net assets, the earnings outlook of the company and, in the<br />
case of listed companies, the share price.<br />
3. Marketable securities<br />
Securities that the Group intends to hold on a long-term basis<br />
are recorded under “Receivables and investment securities” and<br />
securities that are intended to be sold in the short-term are classified as<br />
“Short-term investments”.<br />
Marketable securities are recorded at cost, net of transaction expenses<br />
and accrued interest. They are written down at year-end in the case of<br />
a permanent impairment in value.<br />
Unrealized gains and losses recorded under stockholders’ equity<br />
further to the revaluation carried out in 1999 were reversed in 2000.<br />
n) Deferred taxes<br />
1. On recognized transactions and contingencies<br />
Deferred taxes are recognized by the liability method for temporary<br />
differences between the book value and tax basis of assets and<br />
liabilities and also in respect of tax loss carryforwards. A valuation<br />
allowance is booked for net deferred tax assets where the related tax<br />
benefit is not likely to be realized (note 13-d).<br />
2. On future dividend distributions<br />
A deferred tax liability is recorded for the estimated tax payable on<br />
intercompany dividends planned to be distributed by consolidated<br />
companies (note 13-a).<br />
140<br />
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No reserve is booked for taxes payable on intercompany dividends,<br />
where the distribution of consolidated companies’ retained earnings is<br />
not planned, as these amounts are considered as having been<br />
permanently reinvested.<br />
o) Inventories<br />
Finished goods and work-in-progress are stated at the lower of cost or<br />
market. Market is defined as current replacement cost, by purchase or<br />
reproduction, provided that said cost does not exceed net realizable<br />
value. Cost is determined by the First-In First-Out (FIFO) method and<br />
includes direct and indirect production costs based on normal activity<br />
levels.<br />
p) Credit losses<br />
Credit losses are analyzed by the manufacturing and sales companies at<br />
each period end and allowances are booked, where appropriate, to<br />
cover the estimated risk of non-recovery.<br />
Allowances for credit losses recorded by the finance companies are<br />
charged to income as follows:<br />
- retail financing: an allowance is booked when a retail installment<br />
contract is obtained, based on a historical and prospective evaluation<br />
of risk, and is periodically adjusted to take account of changes in the<br />
estimated risk;<br />
- wholesale financing: an allowance based on historical statistics is<br />
booked on average outstanding balances during the year and is<br />
increased in the case of specifically identified risks.<br />
As soon as a finance receivable is deemed irrecoverable, it is written off<br />
against the previously booked allowance for credit losses after taking into<br />
consideration the potential recovery from the guarantor and the value at<br />
which the repossessed vehicle is recorded in the balance sheet (at the<br />
lower of the net investment in the receivable and its estimated market<br />
value). In addition, recognition of financing revenue is suspended.<br />
q) Cash and cash equivalents<br />
This item consists solely of current account balances, trading securities<br />
(securities quoted on organized markets that are acquired with the<br />
intention of being held for periods not exceeding three months), units<br />
in money market funds which can be sold at short notice and<br />
marketable securities with maturities of less than three months.<br />
Effective from 2002, cash advances granted to companies accounted<br />
for by the equity method, which were previously reported under “Cash<br />
and cash equivalents”, are included in “Short-term loans”. The<br />
corresponding amounts reported under “Cash and cash equivalents” in<br />
2001 and 2000 have not been reclassified as the amounts involved are<br />
not material (note 28-a).<br />
r) Pension and other retirement benefits<br />
In addition to pension benefits paid in accordance with the laws and<br />
regulations of the countries in which they operate, Group companies are<br />
liable for the payment of supplementary pensions and retirement benefits.<br />
The related accounting policy and calculations are provided in note 46.<br />
Retirement benefit obligations funded by reserves concern:<br />
- long-service awards payable by French subsidiaries (note 46-b)<br />
- healthcare costs paid by certain subsidiaries in the United States<br />
(note 46-c).<br />
s) Own shares<br />
1. Shares held for allocation on exercise of employee<br />
stock options<br />
Peugeot S.A. shares and the shares of subsidiaries that are being held<br />
for allocation on exercise of employee stock options are carried at cost<br />
under “Short-term investments”. An allowance is booked where<br />
required to cover the difference between the cost of these shares and<br />
the lower of the exercise price of the related options and the market<br />
value at year end.<br />
2. Peugeot S.A. treasury stock<br />
Own shares acquired by the Group for any purpose other than for<br />
allocation on exercise of stock options are recorded as a reduction in<br />
stockholders’ equity, at cost, under “Treasury stock”.<br />
The proceeds from sales of treasury stock are credited directly to<br />
stockholders’ equity and any disposal gains or losses therefore have no<br />
impact on the statement of income.<br />
➔ Note 2 - Effect of applying US GAAP<br />
a) Effect on stockholders’ equity and net income<br />
Certain principles generally accepted in the United States of America<br />
(US GAAP) are not acceptable under French accounting principles and<br />
have therefore not been applied by the Group. The effect on stockholders’<br />
equity and net income of applying US GAAP is presented below:<br />
1. Main differences<br />
Early-termination plan costs<br />
The cost of the early-termination plan was recognized in full in the<br />
consolidated statement of income for the year ended December 31, 1999,<br />
in accordance with French accounting standards. The plan did not<br />
meet certain of the criteria for recognition of the related cost in<br />
1999 under US GAAP.<br />
Additional minimum pension liability<br />
Statement of Financial Accounting Standards (SFAS) no. 87 requires<br />
the recognition of an additional minimum liability if the sum of the<br />
reserves recorded in the balance sheet and the fair value of plan assets<br />
represent less than the accumulated benefit obligation. The portion of<br />
the additional minimum liability corresponding to prior service cost<br />
and the unamortized transition obligation is debited to “Intangible<br />
assets” and any remaining balance is recorded as a reduction in<br />
stockholders’ equity, under “Other comprehensive income”, net of tax.<br />
At December 31, 2002, 2001 and 2000, the pre-tax amounts involved<br />
were as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Contra entry<br />
- Intangible assets 54 33 -<br />
- Stockholders’ equity 587 80 -<br />
Total additional minimum liability 641 113 -<br />
Recognition of restructuring reserves<br />
A reserve for restructuring costs is booked when the restructuring plan<br />
is decided by management and its implementation is not subject to<br />
certain conditions being met.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 141
Certain restructuring measures do not fulfil the more stringent recognition<br />
criteria contained in American accounting standard EITF 94.3.<br />
Write-off of restructuring costs against goodwill<br />
Under French GAAP (CRC 99-02), reserves to cover the cost of<br />
restructuring newly-acquired subsidiaries can be charged against the<br />
related goodwill in some circumstances.<br />
This alternative accounting treatment of restructuring reserves is<br />
specific to France and does not exist in US GAAP.<br />
Development costs to be billed to customers included<br />
in inventory<br />
Certain Automotive Equipment development costs that are to be billed<br />
to customers are included in the cost of inventory.<br />
Under US accounting standard EITF 99-05, effective from 2000, these<br />
types of costs may not be capitalized if certain conditions are not met.<br />
EITF 99-05 did not require prior years’ financial statements to be<br />
restated to take account of this change of method. The effect of the<br />
change of method on the 2000 financial statements was therefore<br />
limited to the restatement of goodwill in the opening balance sheet of<br />
the Sommer Allibert Group.<br />
Goodwill<br />
- Recognition<br />
Under French accounting standards, adjustments to goodwill may be<br />
made up to the end of the fiscal year following the year of acquisition.<br />
Under US GAAP, the maximum period is twelve months.<br />
- Amortization<br />
Under French accounting standards, goodwill is amortized over a<br />
maximum of twenty years and an impairment loss is recognized where<br />
necessary.<br />
Effective from January 1, 2002, goodwill and certain intangible assets<br />
may not be amortized under US GAAP (SFAS 142). SFAS 142 requires<br />
companies to identify reporting units and to test goodwill for<br />
impairment at least annually using a two-step process. The first step is<br />
a screen for potential impairment and the second step measures the<br />
amount of impairment, if any.<br />
At December 31, 2002, the Group screened its principal reporting<br />
units. The screening process did not reveal any potential impairment of<br />
the related goodwill at that date.<br />
Securitization<br />
During the year, the Group sold portfolios of automobile loans through<br />
securitization operations described in note 23. The impact of these<br />
transactions on earnings for the year was not material.<br />
Under US GAAP applicable to transfers of financial assets, the retained<br />
interest must be recorded under assets at fair value. Fair value is<br />
determined based on estimated discounted future cash flows from the<br />
retained interest, taking into account experience-based expected early<br />
repayment and credit loss rates. Early repayment and credit loss<br />
assumptions are based on the least favorable rates observed over the<br />
past four or five years. The discount rate applied includes a risk<br />
premium reflecting the variability of these parameters. The gain on the<br />
sale of the finance receivables takes into account the retained interest<br />
carried in the balance sheet and the original net book value of the assets<br />
and liabilities corresponding to the transferred assets.<br />
Derivative instruments and hedging activities<br />
Under French GAAP, derivative instruments that qualify for hedge<br />
accounting may not be valued by the mark-to-market method.<br />
Statement of Financial Accounting Standards (SFAS) no. 133<br />
“Accounting for Derivative Instruments and Hedging Activities” is<br />
applicable effective from fiscal 2001.<br />
The procedures applied by the Group to manage currency and interest<br />
rate risks are described in note 47.<br />
The effect of applying SFAS 133 on opening stockholders’ equity as of<br />
January 1, 2001 is shown separately from the effects on the accounts<br />
for the years ended December 31, 2001 and 2002.<br />
The €22 million effect on 2002 income includes a €3 million loss<br />
related to the ineffective portion of fair value hedges, and a €25 million<br />
profit corresponding to changes in the fair value of instruments that do<br />
not qualify for hedge accounting under SFAS 133. The total effect on<br />
2001 income was €13 million, including, respectively, a €3 million loss<br />
and a €16 million profit.<br />
Reserve for debenture redemption premiums<br />
Amounts released from this reserve in respect of debentures converted<br />
into common stock during the year are credited to income. Under US<br />
GAAP, the net-of-tax amount should be credited directly to<br />
stockholders’ equity, without impacting the statement of income.<br />
Unrealized gains and losses on marketable securities<br />
Marketable securities are stated at cost and an allowance is booked to<br />
cover any permanent impairment in value.<br />
Under US GAAP, marketable securities for which there is a liquid<br />
market are marked to market and the resulting unrealized gain or loss,<br />
net of tax is posted directly to stockholders’ equity without impacting<br />
the statement of income.<br />
Own shares held in connection with stock option plans<br />
Own shares that are being held for allocation on exercise of employee<br />
stock options are carried at cost under “Short-term investments”.<br />
Under US GAAP these shares are deducted from stockholders’ equity<br />
at cost under “Treasury stock”.<br />
142<br />
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2. Effect on stockholders’ equity<br />
(in millions of euros) 2002 2001 2000<br />
Stockholders’ equity according to<br />
French GAAP 10,984 10,282 9,361<br />
Additional minimum pension liability (587) (80) -<br />
Restructuring costs<br />
- Recognition of reserves 43 21 -<br />
- Restructuring costs written off<br />
against goodwill (12) (12) -<br />
Development costs to be billed to<br />
customers included in inventory<br />
- Internal developments (143) (91) (16)<br />
- Acquired developments (1) (1) -<br />
Goodwill<br />
- Additional goodwill recognized<br />
during the year on prior year<br />
acquisitions (94) - -<br />
- Amortization of goodwill 128 - -<br />
Securitization 46 23 -<br />
Derivative instruments and<br />
hedging activities<br />
- Effect on balance sheet at<br />
January 1, 2001 (13) (13) N/A<br />
- Effect on the financial statements<br />
for 2001 and 2002 35 13 N/A<br />
Unrealized gains and losses on<br />
marketable securities 292 483 -<br />
Own shares held in connection with<br />
stock option plans (112) (64) -<br />
Income taxes 41 (130) 3<br />
Minority interests 34 17 6<br />
Stockholders’ equity according<br />
to US GAAP 10,641 10,448 9,354<br />
3. Impact on net income<br />
(in millions of euros) 2002 2001 2000<br />
Net income according to<br />
French GAAP 1,690 1,691 1,312<br />
Reserve for early-termination costs - - (431)<br />
Restructuring costs<br />
- Recognition of reserves 22 21 -<br />
- Restructuring costs written off<br />
against goodwill - (12) -<br />
Development costs to be billed to<br />
customers included in inventory<br />
- Internal developments (52) (75) (16)<br />
- Acquired developments - (1) -<br />
Goodwill<br />
- Additional goodwill recognized<br />
during the year on prior year<br />
acquisitions (94) - -<br />
- Amortization of goodwill 128 - -<br />
Securitization 23 23 -<br />
Reserve for debenture redemption<br />
premiums - (27) (26)<br />
Derivative instruments and<br />
hedging activities<br />
- Effect on balance sheet at<br />
January 1, 2001 - (13) N/A<br />
- Effect on the financial statements<br />
for 2001 et 2002 22 13 N/A<br />
Income taxes (60) 21 175<br />
Minority interests 9 9 6<br />
Net income according to US GAAP 1,688 1,650 1,020<br />
Basic earnings per €1<br />
par value share* 6.70 6.29 3.91<br />
Diluted earnings per €1<br />
par value share* 6.70 6.27 3.74<br />
* 2000 earnings per share figures have been adjusted for the six-for-one stock-split.<br />
The average number of shares outstanding (note 50) excludes own shares recorded<br />
under “Short-term investments”.<br />
b) Comprehensive income<br />
Comprehensive income is calculated in accordance with SFAS 130<br />
as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Net income according to US GAAP 1,688 1,650 1,020<br />
Translation adjustment (177) (204) 22<br />
Additional minimum pension liability (507) (80) -<br />
Reserve for debenture redemption<br />
premiums - 27 26<br />
Unrealized gains and losses on<br />
marketable securities (191) 483 (62)<br />
Deferred taxes 232 (155) (10)<br />
Minority interests 8 - -<br />
Comprehensive income 1,053 1,721 996<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 143
➔ Note 3 - Scope of consolidation<br />
a) Number of consolidated companies<br />
1. At year-end<br />
2002 2001 2000<br />
Fully consolidated<br />
Manufacturing and sales companies 288 265 217<br />
Finance companies 27 28 26<br />
315 293 243<br />
Equity method<br />
Manufacturing and sales companies 29 24 14<br />
29 24 14<br />
Consolidated companies<br />
at December 31 344 317 257<br />
2. Changes during the year<br />
2002 2001 2000<br />
Consolidated companies at January 1 317 257 222<br />
Newly-consolidated companies<br />
- Automobile manufacturers 2 - 1<br />
- Automobile importers 4 3 4<br />
- Automobile dealers 4 5 22<br />
- Automotive equipment companies 12 57 4<br />
- Transportation and logistics<br />
companies - 2 5<br />
- Other manufacturing and sales<br />
companies 14 1 3<br />
- Finance companies 1 2 2<br />
Deconsolidated companies (4) (6) (3)<br />
Merged companies and other (6) (4) (3)<br />
Consolidated companies<br />
at December 31 344 317 257<br />
b) Main changes in the scope of consolidation in 2002<br />
1. Inclusion of Dongfeng Citroën Automotive Corp. – DCAC<br />
In connection with the latest phase in the development of the Group’s<br />
operations in China, announced on November 14, 2001, Dongfeng<br />
Citroën Automotive Corp. – DCAC – which is 27%-owned by the<br />
Group has been accounted for by the equity method effective from<br />
January 1, 2002.<br />
The financial statements used have been adjusted to comply with<br />
Group accounting policies and cover the 12-month period ended<br />
September 30.<br />
The effect of this change in scope of consolidation on the consolidated<br />
balance sheet at January 1, 2002 was not material.<br />
2. Inclusion of Toyota Peugeot Citroën Automobile Czech – TPCA<br />
Toyota Peugeot Citroën Automobile Czech – TPCA – is a 50/50<br />
joint-venture set up on March 8, 2002 by Toyota and the<br />
<strong>PSA</strong> Peugeot Citroën Group to act as a vehicle for the implementation<br />
of the cooperation agreements between the two automobile<br />
manufacturers. Starting in 2005, it will manufacture entry-level<br />
Peugeot, Citroën and Toyota vehicles in the Czech Republic.<br />
TPCA is accounted for by the equity method.<br />
3. Reorganization of Group operations in the United Kingdom<br />
In 2002, the Group carried out a legal restructuring of its Automobile<br />
division in the United Kingdom to align the legal structure with the<br />
division’s management structure.<br />
The Automobile division in the United Kingdom is now organized<br />
around three main entities:<br />
- a manufacturing entity, Peugeot Citroën Automobiles UK, whollyowned<br />
by Peugeot Citroën Automobiles,<br />
- a sales entity for the Peugeot marque, Peugeot Motor Co. Ltd.,<br />
- a sales entity for the Citroën marque, Citroën UK.<br />
The reorganization had no impact on the consolidated financial<br />
statements.<br />
4. Legal reorganization of the financing business in France<br />
In order to streamline the legal structure of the Group’s financing<br />
business in France, the decision was made to combine all the<br />
automobile financing businesses of the Crédipar subsidiaries – Din,<br />
Sofi, Locadin and CLV – within Crédipar S.A., a wholly-owned<br />
subsidiary of Banque <strong>PSA</strong> Finance.<br />
The two retail financing subsidiaries, Din and Sofi, were merged<br />
into Crédipar S.A. on December 31, 2002 with retroactive effect to<br />
January 1, 2002.<br />
The two leasing subsidiaries, Locadin and CLV are managing the leases<br />
signed up to December 31, 2002 on a run-off basis and new lease<br />
financing business is being written by Crédipar S.A. under a businesslease<br />
arrangement.<br />
5. Divestment of the Villers la Montagne foundry<br />
On October 1, 2002, the Group spun off its Villers la Montagne plant –<br />
specialized in pressure casting of light aluminium alloy casings – into a<br />
subsidiary.<br />
The same day, the Group sold this new subsidiary to the Manzoni-<br />
Bouchot Group. The company has been renamed MB Automotive<br />
Fonderie Villers la Montagne and has signed a five-year component<br />
supply contract with Peugeot Citroën Automobile.<br />
6. Adjustment of consolidation criteria<br />
Following an adjustment of the criteria used to determine whether a<br />
company controlled by the Group should be included in the scope of<br />
consolidation, ten additional companies were fully consolidated in<br />
2002. These companies are included under the caption “Other<br />
manufacturing and sales companies” in the table in note 3-a 2.<br />
The effect of these changes in scope of consolidation on consolidated<br />
stockholders’ equity was not material.<br />
c) Main changes in the scope of consolidation in 2001<br />
1. Acquisition of a controlling interest in the Sommer<br />
Allibert group<br />
On January 3, 2001, Peugeot S.A. acquired the entire capital of SIT,<br />
whose sole assets were a 37.9% interest in Sommer Allibert<br />
representing 52.9% of voting rights. Prior to this acquisition,<br />
the former controlling stockholders of SIT purchased Sommer<br />
144<br />
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Allibert’s non- automotive businesses, corresponding primarily to the<br />
Tarkett Sommer group. The acquisition of SIT represented an<br />
investment of €470 million, corresponding to a price per Sommer<br />
Allibert share of €57.5.<br />
On January 4, 2001, Faurecia and SIT jointly made a public offer to<br />
purchase all outstanding shares of Sommer Allibert not already held by<br />
the group at a price per share of €57.5. At the close of the offer period,<br />
each of the two companies had acquired a further 30.12% of Sommer<br />
Allibert’s capital at a total cost of €379 million.<br />
On January 10, 2001, Faurecia made a public offer for the shares of<br />
SAI Automotive AG not already held by the group, at a price per share<br />
of €15. SAI Automotive AG, a company quoted on the Frankfurt stock<br />
exchange, combined most of Sommer Allibert’s automotive equipment<br />
businesses. At the close of the offer period, the group had acquired<br />
27.31% of SAI Automotive AG’s capital at a cost of €209 million.<br />
On June 1, 2001, Peugeot S.A. contributed its interest in SIT to<br />
Faurecia, giving Faurecia control over Sommer Allibert’s automotive<br />
equipment business.<br />
On October 16, 2001, Faurecia launched a public buyout offer for<br />
Sommer Allibert shares followed by the compulsory buyout of all<br />
remaining shares, at a price of €57.5 per Sommer Allibert share. The<br />
buyout was completed on October 30, 2001.<br />
Following these transactions, which represented a total investment of<br />
€1,495 million, Peugeot S.A. held 71.6% of the capital of Faurecia<br />
which in turn owned, directly or indirectly, the entire capital of<br />
Sommer Allibert and 96.8% of the capital of SAI Automotive A.G.<br />
Goodwill arising on these acquisitions totaled €1,278 million, including<br />
€166 million related to the Faurecia shares received by Peugeot S.A. in<br />
exchange for SIT shares and €1,112 million related to the shares of<br />
Sommer Allibert and its subsidiaries acquired by the Group.<br />
2. Divestment of Transauto-Stur<br />
In connection with the refocusing on its core businesses, during<br />
2001 Gefco sold the Transauto-Stur vehicle leasing business to the<br />
VIA Location group. The loss on the sale amounted to €14 million<br />
after tax.<br />
3. Reorganization of Group operations in Spain<br />
In 2001, the Group carried out a legal restructuring of its Automobile<br />
division in Spain to align the legal structure with the division’s<br />
management structure.<br />
The automobile division in Spain is now organized around three main<br />
entities:<br />
- a manufacturing entity, Peugeot Citroën Automobiles España,<br />
wholly-owned by Peugeot Citroën Automobiles,<br />
- a sales entity for the Peugeot marque, Peugeot España, wholly-owned<br />
by Automobiles Peugeot,<br />
- a sales entity for the Citroën marque, Automobiles Citroën España,<br />
wholly-owned by Automobiles Citroën.<br />
The reorganization had no impact on the consolidated financial<br />
statements.<br />
4. Buyout of minority interests in Peugeot Citroën do Brasil<br />
In accordance with the terms of an agreement signed on<br />
December 20, 2001, the Group acquired the Rio de Janeiro state<br />
government’s 31.82% interest in Peugeot Citroën do Brasil. Goodwill<br />
on the acquisition of these shares amounted to €57 million.<br />
d) Main changes in the scope of consolidation in 2000<br />
The impact of the changes in the scope of consolidation in 2000 on the<br />
consolidated financial statements was not material. The main changes<br />
in the scope of consolidation were as follows:<br />
1. Divestiture of steering systems business<br />
As part of the strategy to refocus on its core businesses, the Group spun<br />
off its steering systems business (Dijon and Saint-Etienne plants), and<br />
subsequently sold the newly-created company.<br />
2. Acquisition of remaining interest in Peugeot Japan<br />
On February 3, 2000 the Group purchased the remaining 50% interest<br />
held by its partner in the Inchcape Peugeot Japan joint venture, which<br />
has been renamed Peugeot Japon KK. This acquisition has provided<br />
Automobiles Peugeot with a platform for accelerated business<br />
expansion in Japan.<br />
3. Increase in the Group’s interest in Gefco KN<br />
The <strong>PSA</strong> Peugeot Citroën Group increased its interest in its German<br />
transport subsidiary, Gefco KN GmbH, to 74.86%. Goodwill arising<br />
on the acquisition of the additional interest amounted to €10.7 million.<br />
4. Divestiture of the Formula 1 engines business<br />
Automobiles Peugeot completed its withdrawal from motor racing by<br />
selling the Formula 1 engines business to DJ33. This company was sold<br />
on December 28, 2000 without having been consolidated prior to its sale.<br />
e) Impact of changes in scope of consolidation on consolidated<br />
net sales<br />
2002<br />
The increase in consolidated net sales in 2002 compared with<br />
2001 resulting from changes in the scope of consolidation was not<br />
material.<br />
2001<br />
Consolidation of the Sommer Allibert group added €2,234 million<br />
to 2001 net sales, compared with the previous year.<br />
f) Impact of changes in scope of consolidation on other<br />
consolidated data<br />
The impact of changes in the scope of consolidation on 2002<br />
consolidated data other than sales was not material.<br />
In 2001, the consolidation of the Sommer Allibert group at the level of<br />
the Faurecia group had a material impact on consolidated data.<br />
Pro forma performance indicators for the Automotive Equipment<br />
division are provided in note 4.a.3, determined as if Sommer Allibert<br />
had been consolidated from the beginning of the periods presented.<br />
➔ Note 4 - Segment information<br />
a) Industry segments<br />
1. Manufacturing and sales companies<br />
The <strong>PSA</strong> Peugeot Citroën Group’s manufacturing and sales operations<br />
are organized around three main industry segments:<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 145
- Automotive Activities covering the design, manufacture and sale of<br />
cars and commercial vehicles under the Peugeot and Citroën marques.<br />
- Automotive Equipment, corresponding to the Faurecia group,<br />
which specializes mainly in the vehicle interior, automobile seating,<br />
front-end and exhaust systems sectors.<br />
- Transportation and Logistics, corresponding to the Gefco group,<br />
which specializes in vehicle and goods transportation.<br />
Manufacturing and sales also includes the activities of the holding<br />
company, Peugeot S.A., directly related activities, motorcycle<br />
manufacturing, engine sales and plant and equipment design.<br />
The main manufacturing and sales performance indicators, by business segment, are as follows:<br />
2002<br />
(in millions of euros)<br />
Automotive Transportation<br />
Automobile Equipment & Logistics Other Eliminations Total<br />
Net sales<br />
- to third parties 43,727 7,662 979 538 - 52,906<br />
- intercompany, intersegment 224 2,204 1,667 465 (4,560) -<br />
Total 43,951 9,866 2,646 1,003 (4,560) 52,906<br />
Operating expense (41,544) (7,406) (845) (512) (5) (50,312)<br />
Operating margin 2,183 256 134 26 (5) 2,594<br />
Interest income (expense), net 59 (93) (11) 20 - (25)<br />
Income before tax of fully-consolidated companies 2,002 92 114 106 (5) 2,309<br />
Pre-tax earnings of companies at equity 8 8 - 16<br />
Intangible assets 138 22 34 - - 194<br />
Property, plant and equipment 9,636 1,516 266 127 - 11,545<br />
Capital expenditure 2,357 351 51 31 - 2,790<br />
Depreciation of property, plant and<br />
equipment and special tools 1,801 310 33 21 - 2,165<br />
Research and development 1,631 215 - 19 - 1,865<br />
Working capital provided by operations 3,650 265 112 36 (4) 4,059<br />
2001<br />
(in millions of euros)<br />
Automotive Transportation<br />
Automobile Equipment & Logistics Other Eliminations Total<br />
Net sales<br />
- to third parties 41,306 7,452 983 547 - 50,288<br />
- intercompany, intersegment 218 2,159 1,660 429 (4,466) -<br />
Total 41,524 9,611 2,643 976 (4,466) 50,288<br />
Operating expense (39,314) (7,192) (864) (516) 2 (47,884)<br />
Operating margin 1,992 260 119 31 2 2,404<br />
Interest income (expense), net 33 (92) (14) 25 - (48)<br />
Income before tax of fully-consolidated companies 1,918 74 92 317 2 2,403<br />
Pre-tax earnings of companies at equity (2) 4 - - - 2<br />
Intangible assets 127 25 31 - - 183<br />
Property, plant and equipment 9,509 1,570 255 127 - 11,461<br />
Capital expenditure 2,398 436 85 19 - 2,938<br />
Depreciation of property, plant and<br />
equipment and special tools 1,636 285 33 20 - 1,974<br />
Research and development 1,461 255 - 17 - 1,733<br />
Working capital provided by operations 2,963 346 104 26 1 3,440<br />
146<br />
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2000<br />
(in millions of euros)<br />
Automotive Transportation<br />
Automobile Equipment & Logistics Other Eliminations Total<br />
Net sales<br />
- to third parties 37,242 4,279 932 525 42,978<br />
- intercompany, intersegment 194 1,561 1,397 458 (3,610) -<br />
Total 37,436 5,840 2,329 983 (3,610) 42,978<br />
Operating expense (35,663) (4,097) (832) (523) (6) (41,121)<br />
Operating margin 1,579 182 100 2 (6) 1,857<br />
Interest income (expense), net 135 (64) (6) 21 86<br />
Income before tax of fully-consolidated companies 1,755 86 93 27 (6) 1,955<br />
Pre-tax earnings of companies at equity 14 8 - - - 22<br />
Intangible assets 99 23 14 - - 136<br />
Property, plant and equipment 8,974 991 229 165 10,359<br />
Capital expenditure 2,497 290 74 37 2,898<br />
Depreciation of property, plant and<br />
equipment and special tools 1,631 188 37 21 1,877<br />
Research and development 1,387 221 - 17 - 1,625<br />
Working capital provided by operations 2,757 244 91 131 (2) 3,221<br />
2. Automobile division<br />
Up until 2000, the cost of certain sales incentive programs, as defined<br />
in note 1-e, was included in operating expense rather than being<br />
recorded as a deduction from sales.<br />
This presentation difference had no impact on operating margin and<br />
the impact on sales was not material. Consequently, 2000 net sales<br />
have not been recalculated based on the rule applied in 2002<br />
and 2001 (note 1-d).<br />
3. Automotive Equipment division – pro forma figures<br />
The following table provides a comparison between published<br />
Automotive Equipment division data for 2001 and 2000 and pro forma<br />
2000 data including Sommer Allibert as if it had been consolidated<br />
from the beginning of the period.<br />
(in millions of euros)<br />
2000 2000<br />
2001 Pro forma Published<br />
Net sales<br />
- to third parties 7,452 6,513 4,279<br />
- intercompany, intersegment 2,159 1,878 1,561<br />
Total 9,611 8,391 5,840<br />
Operating expense (7,192) (6,216) (4,097)<br />
Operating margin 260 297 182<br />
Interest expense, net (92) (97) (64)<br />
Income before tax of fullyconsolidated<br />
companies 74 103 86<br />
Pre-tax earnings of companies at equity 4 4 8<br />
Intangible assets at December 31 25 37 23<br />
Property, plant and equipment<br />
at December 31 1,570 1,449 991<br />
4. Finance companies<br />
The finance companies, corresponding to the Banque <strong>PSA</strong> Finance<br />
group, finance sales of Peugeot and Citroën marque vehicles to<br />
customers and provide wholesale financing to the two marques'<br />
distribution networks.<br />
This business is significantly different from that of the Group's other<br />
divisions and the corresponding data are therefore shown separately in<br />
the consolidated financial statements, in order to present more clearly<br />
the performance of the various businesses.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 147
) Geographic areas<br />
In the tables below, sales are presented by destination of products sold and other information by geographic location of the subsidiary concerned.<br />
1. Manufacturing and sales companies<br />
(in millions of euros)<br />
Western Rest of Latin Rest of<br />
Europe Europe America world Total<br />
2002<br />
Net sales 45,374 2,174 1,246 4,112 52,906<br />
Intangible assets 179 2 2 11 194<br />
Property, plant and equipment 10,878 186 317 164 11,545<br />
Capital expenditure 2,657 50 42 42 2,790<br />
2001<br />
Net sales 43,394 1,670 1,522 3,702 50,288<br />
Intangible assets 165 3 2 13 183<br />
Property, plant and equipment 10,449 175 644 193 11,461<br />
Capital expenditure 2,651 74 162 51 2,938<br />
2000<br />
Net sales 37,540 1,602 1,268 2,568 42,978<br />
Intangible assets 119 3 1 13 136<br />
Property, plant and equipment 9,525 55 644 135 10,359<br />
Capital expenditure 2,574 25 256 43 2,898<br />
2. Finance companies<br />
Finance companies operate primarily in Western Europe.<br />
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➔ Note 5 - Key financial data for the Group<br />
(in millions of euros) 2002 2001 2000<br />
Net sales<br />
Manufacturing and sales companies 52,906 50,288 42,978<br />
Finance companies (excluding intercompany) 1,530 1,375 1,203<br />
Consolidated net sales (note 6) 54,436 51,663 44,181<br />
- Western Europe 46,874 44,750 38,743<br />
- Rest of Europe 2,174 1,670 1,602<br />
- Latin America 1,276 1,541 1,268<br />
- Rest of world 4,112 3,702 2,568<br />
Operating margin<br />
Manufacturing and sales companies 2,594 2,404 1,857<br />
Finance companies (excluding intercompany) 319 248 264<br />
Consolidated operating margin 2,913 2,652 2,121<br />
Income before tax of fully-consolidated companies<br />
Manufacturing and sales companies 2,309 2,403 1,955<br />
Finance companies (excluding intercompany) 316 244 261<br />
Income before tax of fully-consolidated companies 2,625 2,647 2,216<br />
Income taxes (Group) (777) (835) (713)<br />
Net income of fully-consolidated companies 1,848 1,812 1,503<br />
Intangible assets 224 204 156<br />
Property, plant and equipment 11,596 11,513 10,490<br />
Total assets<br />
Combined – manufacturing and sales companies and finance companies 56,008 55,416 46,639<br />
Elimination of inter-business accounts (608) (712) (2,138)<br />
Total assets (Group) 55,400 54,704 44,501<br />
Capital expenditure<br />
Manufacturing and sales companies 2,790 2,938 2,898<br />
Finance companies 12 9 34<br />
Capital expenditure (Group) 2,802 2,947 2,932<br />
Proceeds from disposals of property, plant and equipment<br />
Manufacturing and sales companies 172 443 100<br />
Finance companies 5 7 3<br />
Proceeds from disposals of property, plant and equipment (Group) 177 450 103<br />
Depreciation of property, plant and equipment 2,174 1,980 1,904<br />
Working capital provided by operations<br />
Manufacturing and sales companies 4,059 3,440 3,221<br />
Finance companies 239 160 222<br />
Working capital provided by operations (Group) 4,298 3,600 3,443<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 149
➔ Note 6 - Quarterly sales<br />
Consolidated net sales break down as follows by quarter:<br />
(in millions of euros) 2002 2001 2000<br />
1 st quarter 13,439 12,746 11,641<br />
2 nd quarter 13,932 13,466 10,849<br />
3 rd quarter 12,804 11,917 10,134<br />
4 th quarter 14,261 13,534 11,557<br />
Total 54,436 51,663 44,181<br />
➔ Note 7 - Payroll costs<br />
Group payroll costs are as follows:<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Automobile 5,569 5,339 5,031<br />
Automotive Equipment 1,877 1,745 1,111<br />
Transportation & Logistics 290 276 256<br />
Other 184 178 177<br />
Total 7,920 7,538 6,575<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
115 111 105<br />
➔ Note 8 - Depreciation expense -<br />
manufacturing and sales companies<br />
Depreciation expense included in operating expense breaks down<br />
as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Special tools 681 518 679<br />
Other property, plant and equipment 1,491 1,468 1,207<br />
Investment grants (7) (12) (9)<br />
Total 2,165 1,974 1,877<br />
➔ Note 9 - Restructuring costs -<br />
manufacturing and sales companies<br />
a) Analysis by type<br />
(in millions of euros) 2002 2001 2000<br />
Workforce reductions 114 104 22<br />
Discontinued production operations 10 11 19<br />
Total 124 115 41<br />
b) Number of employees affected by workforce reductions<br />
(number of employees) 2002 2001 2000<br />
France 500 339 443<br />
Spain 583 279 22<br />
United Kingdom 87 - 427<br />
Rest of Europe 840 541 78<br />
United States 31 373 -<br />
Argentina 588 444 -<br />
Total 2,629 1,976 970<br />
➔ Note 10 - Interest income (expense) net<br />
- manufacturing and sales companies<br />
Interest income (expense), net of manufacturing and sales companies<br />
can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Interest expense (516) (502) (369)<br />
Interest income 447 404 379<br />
Capitalized interest 44 50 76<br />
Total (25) (48) 86<br />
➔ Note 11 - Other income and (expense), net - manufacturing and sales companies<br />
Other income and expense include the following amounts:<br />
(in millions of euros) 2002 2001 2000<br />
Changes to supplementary pension benefit plans (note 46) (101) - -<br />
Net gains on disposals of assets 89 214 134<br />
Net loss on retirement of convertible debentures - - (125)<br />
Reversals of reserves for convertible debenture redemption premiums - 27 26<br />
Exchange gain (loss), net 22 (24) (6)<br />
Net additions to contingency reserves and allowances for impairment in value of long-lived assets (8) (15) (11)<br />
Income from shares in non-consolidated companies 20 5 5<br />
Other - (14) (2)<br />
Total 22 193 21<br />
Net gains on disposals of assets include:<br />
- In 2002, €89 million in profits on sales of short-term investments.<br />
- In 2001, a €228 million profit on the sale of a real estate complex in the Paris area.<br />
- In 2000, €95 million in profits on sales of short-term investments.<br />
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➔ Note 12 - Operating expenses - finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Interest expense and bank charges (783) (791) (644)<br />
Commission expense (212) (192) (152)<br />
Other business acquisition costs (21) (18) (22)<br />
Other operating expenses (303) (270) (253)<br />
Credit losses (62) (68) (52)<br />
Total (1,381) (1,339) (1,123)<br />
➔ Note 13 - Income taxes<br />
a) Income taxes of fully consolidated companies can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Current taxes (note 13-b)<br />
- Corporate income taxes (726) (982) (741)<br />
- Tax on intercompany dividends (8) (3) (9)<br />
Deferred taxes<br />
- Deferred taxes for the period (30) 135 44<br />
- Tax on planned intercompany distributions 4 4 (10)<br />
- Valuation allowances – deferred tax assets (note 13-d) (17) (16) (31)<br />
- Effect of change in the French tax rate (note 13-c) - 27 34<br />
(777) (835) (713)<br />
Manufacturing and sales companies (666) (750) (601)<br />
Finance companies (111) (85) (112)<br />
b) Income taxes currently payable represent the amounts paid or currently<br />
due to the tax authorities for the year, calculated in accordance with the<br />
tax regulations and rates in effect in the various countries. Effective from<br />
January 1, 2000, Peugeot S.A. and its French subsidiaries that are at least<br />
95%-owned have renewed their election to determine French income taxes<br />
on a consolidated basis according to Article 223 A of the French Tax Code.<br />
c) Deferred taxes are determined as described in note 1-o.<br />
The French statutory income tax rate is 33.33%. The December 30, 2000<br />
Finance Act (Act no. 2000.1352) reduced the 10% surtax to 6% in 2001<br />
and 3% as from 2002. Net deferred taxes at December 31, 2000 and<br />
December 31, 2001 have been reduced to reflect the new rates.<br />
Act no. 99-1140 of December 29, 1999 dealing with the financing of<br />
the social security system provided for the introduction of a surtax equal<br />
to 3.3% of the corporate income tax liablity of French companies.<br />
This surtax had the effect of raising the French corporate income tax<br />
rate by 1.1 points.<br />
d) Deferred tax assets corresponding to tax loss carryforwards break<br />
down as follows at December 31, 2002, 2001 and 2000:<br />
(in millions of euros) 2002 2001 2000<br />
Gross 419 263 136<br />
Less: valuation allowances (165) (132) (115)<br />
Net 254 131 21<br />
Valuation allowances are recorded against deferred tax assets that are<br />
not certain to be utilized in the foreseeable future.<br />
e) Deferred taxes recognized on undiscounted bases represent a net<br />
liability. They have not been discounted because of the high level of<br />
uncertainty concerning the period in which the related temporary<br />
differences are likely to reverse.<br />
f) The following table reconciles the statutory tax rate in France to the<br />
effective rate of tax paid by the Group:<br />
2002 2001 2000<br />
French statutory<br />
income tax rate (35.4) (36.4) (37.8)<br />
- Change in French tax rate<br />
(note 13-c) - 1.0 1.6<br />
- Permanent differences (0.9) (0.5) 1.3<br />
- Income taxable at<br />
reduced rates (France) 1.4 0.6 0.7<br />
- Tax credits 0.9 0.8 0.6<br />
- Effect of differences in<br />
foreign tax rates and others 5.1 3.6 2.8<br />
- Deferred tax assets<br />
covered by valuation<br />
allowances (note 13-d) (0.7) (0.6) (1.4)<br />
(29.6) (31.5) (32.2)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 151
➔ Note 14 - Goodwill<br />
a) Manufacturing and sales companies<br />
1. Breakdown by company<br />
2002<br />
(in millions of euros) Cost Amortization Net<br />
Faurecia<br />
- Bertrand Faure acquisition 839 (213) 626<br />
- Sommer Allibert acquisition 166 (12) 154<br />
Sommer Allibert group (*) 1,211 (110) 1,101<br />
Faurecia Exhaust Systems 206 (31) 175<br />
Other Faurecia subsidiaries 39 (16) 23<br />
Peugeot Citroën do Brasil Automoveis 34 (34) -<br />
Gefco KN GmbH & Co 36 (7) 29<br />
Automotiv Pazarlama AS (Popas) 12 - 12<br />
Total 2,543 (423) 2,120<br />
* In 2002, additional fair adjustments of €99 million were made to identifiable assets<br />
and liabilities. These adjustments increase the gross amount of goodwill arising on<br />
the acquisition by the Group of the shares in Sommer Allibert and its subsidiaries<br />
to €1,211 million.<br />
2001<br />
(in millions of euros) Cost Amortization Net<br />
Faurecia<br />
- Bertrand Faure acquisition 839 (172) 667<br />
- Sommer Allibert acquisition 166 (4) 162<br />
Sommer Allibert group 1,112 (48) 1,064<br />
Faurecia Exhaust Systems 245 (24) 221<br />
Other Faurecia subsidiaries 38 (15) 23<br />
Peugeot Citroën Argentina 303 (303) -<br />
Peugeot Citroën do Brasil Automoveis 57 - 57<br />
Gefco KN GmbH & Co 36 (5) 31<br />
Total 2,796 (571) 2,225<br />
2000<br />
(in millions of euros) Cost Amortization Net<br />
Faurecia (Bertrand Faure acquisition) 839 (129) 710<br />
Faurecia Exhaust Systems 232 (12) 220<br />
Other Faurecia subsidiaries 30 (13) 17<br />
Peugeot Citroën Argentina 287 (214) 73<br />
Gefco KN GmbH & Co 36 (2) 34<br />
Total 1,424 (370) 1,054<br />
2. Movements<br />
(in millions of euros) 2002 2001 2000<br />
Opening balance, net 2,225 1,054 1,215<br />
Sommer Allibert acquisition 100 1,112 N/A<br />
Transfer of SIT (Sommer Allibert)<br />
shares to Faurecia - 166 N/A<br />
Goodwill on acquisitions for the year<br />
and translation adjustment (45) 86 97<br />
Amortization for the year (128) (118) (70)<br />
Exceptional amortization (32) (75) (188)<br />
Closing balance, net 2,120 2,225 1,054<br />
Faurecia<br />
In 2002, the book value of the assets of each of Faurecia’s businesses,<br />
including goodwill, was compared to the sum of the discounted future<br />
cash flows expected to be generated by the assets, based on the latest<br />
projections. The calculation was performed by extrapolating to perpetuity<br />
projected cash flows for the last year of the current business plan (2006)<br />
based on a growth rate of 2%. A discount rate of 7.5% was applied.<br />
Based on the comparison between the book values of the assets and the<br />
sum of the corresponding discounted future cash flows, no impairment<br />
loss was recorded in respect of goodwill.<br />
Goodwill recognized on acquisition of the Sommer Allibert group in<br />
2001 amounted to €1,278 million. Details of this amount are provided<br />
in note 3-c 1. This goodwill is being amortized over 20 years, from the<br />
date of acquisition of the various blocks of shares. The amortization<br />
charge for 2001 was €52 million.<br />
Peugeot Citroën Argentina<br />
Exceptional amortization of goodwill recorded in 2001 and 2000<br />
concerned Peugeot Citroën Argentina and included:<br />
In 2001:<br />
- Amortization of €56 million offset by the reversal of an equivalent<br />
amount from contingency reserves, following the favorable outcome<br />
of a risk that was recorded in the balance sheet of Peugeot Citroën<br />
Argentina when the company was first consolidated.<br />
- Additional amortization of €19 million to write off the balance of the<br />
goodwill in accordance with the principle described in note 1-l.<br />
In 2000:<br />
- Amortization of €61 million offset by the reversal of an equivalent<br />
amount from contingency reserves, following the favorable outcome<br />
of a risk that was recorded in the balance sheet of Peugeot Citroën<br />
Argentina when the company was first consolidated;<br />
- Additional amortization of €127 million recorded in accordance with<br />
the policy described in note 1-l.<br />
Peugeot Citroën do Brasil Automoveis<br />
In 2002, the balance of goodwill arising on acquisition of Peugeot<br />
Citroën do Brasil Automoveis was written off in accordance with the<br />
policy described in note 1-l.<br />
b) Finance companies<br />
Goodwill concerns Crédipar.<br />
The gross amount is €100 million, amortized over 20 years. Accumulated<br />
amortization at December 31, 2002 amounted to €20 million and<br />
the net book value of goodwill at that date was €80 million.<br />
The carrying value of goodwill, under assets, is covered by future<br />
cash flows and it is not necessary to record any impairment.<br />
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➔ Note 15 - Intangible assets<br />
Intangible assets, including software development costs as described in note 1- j, break down as follows:<br />
a) Manufacturing and sales companies<br />
(in millions of euros)<br />
2002 2001 2000<br />
Cost Amortization Net Cost Amortization Net Cost Amortization Net<br />
Software 325 (170) 155 265 (107) 158 160 (50) 110<br />
Other intangible assets 153 (114) 39 60 (35) 25 55 (29) 26<br />
Total 478 (284) 194 325 (142) 183 215 (79) 136<br />
b) Finance companies<br />
(in millions of euros)<br />
2002 2001 2000<br />
Cost Amortization Net Cost Amortization Net Cost Amortization Net<br />
Software 36 (7) 29 26 (7) 19 24 (7) 17<br />
Other intangible assets 6 (5) 1 6 (4) 2 7 (4) 3<br />
Total 42 (12) 30 32 (11) 21 31 (11) 20<br />
➔ Note 16 - Property, plant and equipment<br />
a) Manufacturing and sales companies<br />
1. Analysis by category<br />
2002 2001 2000<br />
(in millions of euros) Cost Depreciation Net Cost Depreciation Net Cost Depreciation Net<br />
Land 382 (10) 372 364 (9) 355 353 (10) 343<br />
Buildings 4,376 (2,244) 2,132 4,292 (2,146) 2,146 3,783 (1,989) 1,794<br />
Plant and equipment 14,020 (8,862) 5,158 13,779 (8,596) 5,183 12,377 (7,774) 4,603<br />
Vehicles and handling equipment 514 (382) 132 613 (400) 213 722 (474) 248<br />
Fixtures, fittings and other 844 (548) 296 816 (502) 314 691 (417) 274<br />
Assets under construction 1,564 - 1,564 1,321 - 1,321 1,936 - 1,936<br />
21,700 (12,046) 9,654 21,185 (11,653) 9,532 19,862 (10,664) 9,198<br />
Leased vehicles 306 (72) 234 253 (65) 188 280 (76) 204<br />
Special tools 7,400 (5,743) 1,657 7,253 (5,512) 1,741 6,442 (5,485) 957<br />
7,706 (5,815) 1,891 7,506 (5,577) 1,929 6,722 (5,561) 1,161<br />
Total 29,406 (17,861) 11,545 28,691 (17,230) 11,461 26,584 (16,225) 10,359<br />
2. Capitalized interest<br />
(in millions of euros) 2002 2001 2000<br />
44 50 76<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 153
3. Movements for the year<br />
(in millions of euros) 2002 2001 2000<br />
Cost<br />
As of January 1 28,691 26,584 25,085<br />
Acquisitions 2,790 2,938 2,897<br />
Disposals (1,406) (1,573) (1,371)<br />
Changes in scope of consolidation and other (43) 993 (85)<br />
Translation adjustment (626) (251) 58<br />
As of December 31 29,406 28,691 26,584<br />
Depreciation<br />
As of January 1 17,230 16,225 15,631<br />
Additions for the year 2,172 1,985 1,886<br />
Depreciation written off on disposals (1,234) (1,354) (1,264)<br />
Changes in scope of consolidation and other (58) 502 (59)<br />
Translation adjustment (249) (128) 31<br />
As of December 31 17,861 17,230 16,225<br />
b) Finance companies<br />
Property and equipment of Group finance companies can be analyzed as follows:<br />
(in millions of euros)<br />
2002 2001 2000<br />
Cost Depreciation Net Cost Depreciation Net Cost Depreciation Net<br />
Buildings 48 (15) 33 48 (13) 35 48 (15) 33<br />
Equipment and other 52 (34) 18 52 (35) 17 55 (33) 22<br />
100 (49) 51 100 (48) 52 103 (48) 55<br />
Leased vehicles - - - - - - 107 (31) 76<br />
Total 100 (49) 51 100 (48) 52 210 (79) 131<br />
Since 2001, the characteristics of <strong>PSA</strong> Finance Nederland’s portfolio of long-term leases have been analyzed in detail by reference to the criteria applied<br />
to determine the accounting classification of leases. The analysis shows that the leases fulfill the criteria for classification as direct financing leases.<br />
➔ Note 17 - Receivables and investment securities<br />
Receivables and investment securities include:<br />
(in millions of euros) 2002 2001 2000<br />
Value-added tax credit - - 45<br />
Investment securities (note 1-m 1.) 6 4 3<br />
Advances to non-consolidated companies 53 71 87<br />
Very long-term loans under the Government<br />
housing scheme (France) 37 29 23<br />
Other long-term loans and receivables 51 77 60<br />
147 181 218<br />
Marketable securities with maturities<br />
in excess of one year (note 1-m 3.)<br />
- Restricted stock 66 66 344<br />
- Other 716 377 548<br />
Total 929 624 1,110<br />
154<br />
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Unrealized gains on restricted stock at December 31, 2002, 2001 and<br />
2000 are as follows:<br />
(in millions of euros) 2002 2001 2000<br />
67 106 578<br />
➔ Note 18 - Investments in companies<br />
at equity<br />
Companies accounted for by the equity method, as defined in note 1-a<br />
consist of manufacturers of automotive equipment and companies<br />
manufacturing and selling vehicles.<br />
a) Changes in investments in companies at equity<br />
(in millions of euros) 2002 2001 2000<br />
As of January 1 215 203 194<br />
Dividends paid and income transfers (17) (9) (13)<br />
Group equity in net earnings for<br />
the year 22 9 19<br />
Inclusion of Dongfeng Citroën<br />
Automotive Corp. – DCAC 104 N/A N/A<br />
Formation of Toyota Peugeot<br />
Citroën Automobile 33 N/A N/A<br />
Acquisitions 13 15 4<br />
Disposals - (1) -<br />
Effect of exchange rate changes (19) (2) (1)<br />
As of December 31 351 215 203<br />
b) Equity in net assets of companies at equity<br />
(in millions of euros) % 2002 2001 2000<br />
Renault cooperation agreement<br />
Française de Mécanique 50 93 85 79<br />
Société de Transmissions<br />
Automatiques 20 3 3 3<br />
Société Franco-Suédoise<br />
wound<br />
de Moteurs P.R.V. 50 up - 1<br />
Fiat cooperation agreement<br />
Société Européenne de Véhicules<br />
Légers du Nord (Sevelnord) 50 19 35 38<br />
Gisevel 50 6 5 4<br />
Sevelind 50 (58) (74) (86)<br />
Sevel S.p.A. 50 120 130 146<br />
Toyota cooperation agreement<br />
Toyota Peugeot Citroën<br />
Automobile 50 33 N/A N/A<br />
Dongfeng Citroën Automotive Corp. 27 92 N/A N/A<br />
Other<br />
Siemens Automotiv Hydraulics 48 3 3 3<br />
Faurecia group companies 40 28 15<br />
Total 351 215 203<br />
c) Equity in net earnings of companies at equity<br />
(in millions of euros) % 2002 2001 2000<br />
Renault cooperation agreement<br />
Française de Mécanique 50 16 12 8<br />
Société de Transmissions<br />
Automatiques 20 - - (1)<br />
Société Franco-Suédoise<br />
wound<br />
de Moteurs P.R.V. 50 up - -<br />
Fiat cooperation agreement<br />
Société Européenne de Véhicules<br />
Légers du Nord (Sevelnord) 50 (15) (3) -<br />
Gisevel 50 1 1 -<br />
Sevelind 50 15 12 11<br />
Sevel S.p.A. 50 (10) (15) (2)<br />
Toyota cooperation agreement<br />
Toyota Peugeot Citroën<br />
Automobile 50 - N/A N/A<br />
Dongfeng Citroën Automotive Corp. 27 10 N/A N/A<br />
Other<br />
Siemens Automotiv Hydraulics 48 - - (2)<br />
Faurecia group companies 5 2 5<br />
Total 22 9 19<br />
Breakdown: Earnings before tax 16 2 22<br />
Income taxes 6 7 (3)<br />
Net earnings 22 9 19<br />
d) Key combined financial data of companies at equity<br />
1. Aggregate data<br />
(in millions of euros) 2002 2001 2000<br />
Capital employed<br />
- Property, plant and equipment 886 633 590<br />
- Working capital 383 424 398<br />
- Other capital employed 6 (31) 7<br />
Total 1,275 1,026 995<br />
Capital expenditure 159 145 92<br />
Financial position<br />
- Long and medium-term debt (297) (300) (244)<br />
- Other financial items (435) (287) (259)<br />
Total (732) (587) (503)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 155
2. Key data by company<br />
Total capital employed<br />
(in millions of euros) % 2002 2001 2000<br />
Renault cooperation agreement<br />
Française de Mécanique 50 278 284 240<br />
Société de Transmissions<br />
Automatiques 20 14 16 15<br />
Fiat cooperation agreement<br />
Société Européenne de Véhicules<br />
Légers du Nord (Sevelnord) 50 193 213 162<br />
Gisevel 50 54 56 63<br />
Sevelind 50 165 207 289<br />
Sevel S.p.A. 50 218 222 214<br />
Toyota cooperation agreement<br />
Toyota Peugeot Citroën<br />
Automobile 50 26 N/A N/A<br />
Dongfeng Citroën Automotive<br />
Corp. 27 259 N/A N/A<br />
Other<br />
Siemens Automotiv Hydraulics 48 2 3 (2)<br />
Faurecia group companies 66 25 14<br />
Total 1,275 1,026 995<br />
Financial position<br />
(in millions of euros) % 2002 2001 2000<br />
Renault cooperation agreement<br />
Française de Mécanique 50 (162) (178) (135)<br />
Société de Transmissions<br />
Automatiques 20 (7) (8) (8)<br />
Fiat cooperation agreement<br />
Société Européenne de Véhicules<br />
Légers du Nord (Sevelnord) 50 (161) (178) (125)<br />
Gisevel 50 (36) (39) (47)<br />
Sevelind 50 (108) (137) (198)<br />
Sevel S.p.A. 50 (74) (52) 6<br />
Toyota cooperation agreement<br />
Toyota Peugeot Citroën<br />
Automobile 50 7 N/A N/A<br />
Dongfeng Citroën Automotive<br />
Corp. 27 (168) N/A N/A<br />
Other<br />
Siemens Automotiv Hydraulics 48 - (2) 4<br />
Faurecia group companies (23) 7 -<br />
Total (732) (587) (503)<br />
e) Amounts receivable from and payable to companies at equity<br />
(in millions of euros) 2002 2001 2000<br />
Long-term loans 45 53 61<br />
Current maturities of long-term loans 118 10 19<br />
Short-term advances - 83 56<br />
Accounts and notes receivable 192 134 153<br />
Accounts and notes payable (945) (776) (809)<br />
Short-term loans (30) (24) (67)<br />
➔ Note 19 - Shares in non-consolidated<br />
companies<br />
a) Book value<br />
(in millions of euros) 2002 2001 2000<br />
At cost 131 640 603<br />
Allowances (46) (402) (349)<br />
Net 85 238 254<br />
The decrease in this item in 2002 primarily reflects the fact that<br />
Dongfeng Citroën Automotive Corp. is now accounted for by the equity<br />
method (see note 3-b) 1.), as well as the adjustment of consolidation<br />
criteria (see note 3-b) 6.)<br />
b) Portfolio breakdown (net of allowances)<br />
(in millions of euros) % interest 2002 2001 2000<br />
Dongfeng Citroën<br />
Automotive Corp. (*) 27 - 109 109<br />
Financière Pergolèse (*) 100 - 17 28<br />
Circulos de inversiones - CISA (*) 100 - 7 18<br />
Peugeot Motors of America (*) 100 - 7 7<br />
Jeppener 100 5 12 18<br />
Société industrielle de Poissy N/A Merged 6 6<br />
Peugeot Automobile Nigéria 40 8 8 8<br />
Koyo Steering Dijon Saint-Etienne 15 5 11 11<br />
Non-consolidated dealers 18 14 14<br />
Faurecia group portfolio 17 14 14<br />
Other 32 33 21<br />
Total 85 238 254<br />
* companies included in the scope of consolidation in 2002.<br />
c) Movements for the year<br />
(in millions of euros) 2002 2001 2000<br />
Opening balance, net 238 254 128<br />
Stock acquired for cash 25 33 164<br />
Stock acquired in<br />
stock-for-stock transactions 9 2 22<br />
Companies included in the scope of<br />
consolidation for the first time (179) (9) (33)<br />
Divested stock (6) (10) (23)<br />
Net increase in allowances (3) (30) (10)<br />
Translation adjustment and other 1 (2) 6<br />
Closing balance, net 85 238 254<br />
➔ Note 20 - Other non-current assets<br />
Other non-current assets can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Excess of payments to external<br />
funds over pension obligations<br />
(note 46-a) 3.) 167 107 93<br />
Other 90 97 83<br />
Total 257 204 176<br />
156<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 21 - Inventories<br />
Inventories can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
At cost<br />
Raw materials and supplies 865 864 702<br />
Semi-finished products and<br />
work-in-progress 1,298 1,282 1,009<br />
Goods for resale and used vehicles 1,144 1,153 824<br />
Finished products and replacement<br />
parts 3,429 3,446 2,988<br />
6,736 6,745 5,523<br />
Less: allowances (569) (527) (352)<br />
Total 6,167 6,218 5,171<br />
Movements in inventories are analyzed in note 39-a) 2.<br />
➔ Note 22 - Accounts and notes receivable<br />
a) Securitization<br />
In November 2000, Faurecia and certain of its French subsidiaries<br />
signed a rolling one-year agreement for the sale of up to €400 million<br />
worth of receivables to a banking special purpose entity. The agreement<br />
expires in November 2005.<br />
In December 2002, a second rolling one-year agreement was signed by<br />
other French, German and Spanish subsidiaries of Faurecia with<br />
another banking special purpose entity, for the sale of up to €460<br />
million worth of receivables. This agreement expires in December 2007.<br />
In both cases, the receivables are sold without recourse and Faurecia’s<br />
risk is limited to the amount of the security deposit paid to the special<br />
purpose entity.<br />
At December 31, 2002, total financing raised under these programs,<br />
net of the security deposit, amounted to €651 million, including €281<br />
million in receivables sold but not yet collected. The corresponding<br />
amounts at December 31, 2001 were €260 million and €156 million<br />
respectively. The security deposit, in the amount of €106 million at<br />
December 31, 2002 and €17 million at December 31, 2001, is included<br />
in “Other receivables”.<br />
After taking into account the amount recognized under “Short-term<br />
debt” – €167 million at December 31, 2002 and €125 million at<br />
December 31, 2001 – to offset the inclusion of the sold receivables<br />
under assets, the remaining effect on <strong>PSA</strong> Peugeot Citroën Group debt<br />
at these dates is not material.<br />
b ) Reclassification<br />
Effective from 2002, “Accounts and notes receivable” include credit<br />
notes deducted from sales corresponding to confirmed or estimated<br />
sales incentives on new vehicles held in inventory in the independent<br />
dealer network, as well as credit notes and accrued credit notes for<br />
sales incentives on vehicles sold to customers that have not yet been<br />
settled by the Group.<br />
These credit notes were previously included in “Other receivables”<br />
for an amount of €404 million at December 31, 2001 and €324 million<br />
at December 31, 2000. They have been reclassified under “Accounts<br />
and notes receivable” to permit meaningful year-on-year comparisons.<br />
c ) Breakdown<br />
(in millions of euros) 2002 2001 2000<br />
Accounts and notes receivable 3,520 3,642 3,154<br />
Credit losses (139) (191) (192)<br />
Total 3,381 3,451 2,962<br />
This item does not include receivables from dealers transferred to the<br />
finance companies which are shown in the consolidated balance sheet<br />
under “Finance receivables”.<br />
Movements in this item are analyzed in note 39-a) 2.<br />
➔ Note 23 Finance receivables<br />
a) Securitization<br />
The Banque <strong>PSA</strong> Finance Group has carried out two securitization<br />
transactions through “Auto ABS”, a special purpose entity created in<br />
June 2001:<br />
- On June 28, 2001, Din and Sofi, two subsidiaries of Crédipar - a<br />
French subsidiary of the Banque <strong>PSA</strong> Finance Group - sold €1 billion<br />
worth of automobile loans to the 2001-1 fund of the Auto ABS special<br />
purpose entity. The Auto ABS 2001-1 fund issued €950 million worth<br />
of AAA/Aaa rated preferred asset-backed securities and €50 million<br />
worth of A/A2 rated subordinated asset-backed securities. Crédipar's<br />
retained interest amounts to €10,000. The preferred and<br />
subordinated asset-backed securities are secured by a €20 million<br />
deposit paid by Crédipar.<br />
The fund purchases additional loans from Din and Sofi every month,<br />
to maintain the total asset pool at €1 billion. The asset pool will be<br />
topped up at monthly intervals through July 2003 and will then be<br />
wound down over an estimated period of three years.<br />
- On July 11, 2002, Din and Sofi sold €550 million worth of automobile<br />
loans and the spanish branch of Banque <strong>PSA</strong> Finance sold €950<br />
million worth of automobile loans to the Auto ABS 2002-1 fund.<br />
The Auto ABS 2002-1 fund issued €1,440 million worth of AAA/Aaa<br />
rated preferred asset-backed securities and €60 million worth of<br />
A/A2 rated subordinated asset-backed securities. Banque <strong>PSA</strong><br />
Finance's retained interest amounts to €30,000. The preferred and<br />
subordinated asset-backed securities are secured by a €30 million<br />
deposit paid by Banque <strong>PSA</strong> Finance.<br />
The fund purchases additional loans from Din, Sofi and the spanish<br />
branch of Banque <strong>PSA</strong> Finance every month, to maintain the total<br />
asset pool at €1.5 billion. The asset pool will be topped up at monthly<br />
intervals through July 2004 and will then be wound down over an<br />
estimated period of three years.<br />
In both cases, the securitized loans are no longer carried in the balance<br />
sheet. The impact of the operations on earnings for the period was not<br />
material. Banque <strong>PSA</strong> Finance's retained interest is included in shortterm<br />
investments. In accordance with Group accounting policy,<br />
allowances for credit losses were recorded when the loans were made.<br />
These allowances have been maintained in the balance sheet to cover<br />
the risk of losses on the deposits.<br />
The deposits are carried in the balance sheet under “Other customer<br />
loans”.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 157
) Analysis<br />
1. Total finance receivables<br />
After taking into account the effects of the securitization, finance<br />
receivables break down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Retail and lease<br />
finance receivables 12,301 13,000 11,880<br />
Wholesale receivables 4,653 4,196 3,580<br />
16,954 17,196 15,460<br />
Deferred revenue (1,033) (1,197) (1,040)<br />
Less: allowances (189) (259) (265)<br />
Total 15,732 15,740 14,155<br />
Retail and lease finance receivables represent loans made by finance<br />
companies to Peugeot and Citroën customers for the purchase of cars.<br />
Wholesale receivables represent amounts due to Peugeot and Citroën<br />
by their dealer networks which have been transferred to the Group<br />
finance companies and working capital loans made by the finance<br />
companies to the dealer networks.<br />
2. Financing costs born by the Automobile division<br />
The Automobile division bears the financing costs on the following<br />
amounts due by its dealer networks, which have been transferred to the<br />
Group finance companies:<br />
(in millions of euros) 2002 2001 2000<br />
2,774 2,425 2,315<br />
The corresponding financing costs are recorded under the<br />
manufacturing and sales companies’ “Cost of goods and services sold”<br />
as follows:<br />
(in millions of euros) 2002 2001 2000<br />
3. Maturities of finance receivables<br />
2002<br />
(in millions of euros)<br />
157 190 142<br />
Subsequent<br />
2003 2004 2005 years Total<br />
Retail and lease<br />
finance receivables 4,584 3,742 2,464 1,511 12,301<br />
Wholesale<br />
receivables 4,582 29 15 27 4,653<br />
Total 9,166 3,771 2,479 1,538 16,954<br />
2001<br />
(in millions of euros)<br />
Subsequent<br />
2002 2003 2004 years Total<br />
Retail and lease<br />
finance receivables 4,286 3,641 3,005 2,068 13,000<br />
Wholesale<br />
receivables 4,174 9 5 8 4,196<br />
Total 8,460 3,650 3,010 2,076 17,196<br />
2000<br />
(in millions of euros)<br />
Subsequent<br />
2001 2002 2003 years Total<br />
Retail and lease<br />
finance receivables 4,109 3,345 2,708 1,718 11,880<br />
Wholesale<br />
receivables 3,555 11 5 9 3,580<br />
Total 7,664 3,356 2,713 1,727 15,460<br />
4. Movements in allowances for credit losses<br />
2002<br />
Retail and<br />
(in millions of euros) lease finance Wholesale<br />
receivables receivables Total<br />
Opening balance 223 36 259<br />
Movements for the year (76) 6 (70)<br />
Closing balance 147 42 189<br />
2001<br />
Retail and<br />
(in millions of euros) lease finance Wholesale<br />
receivables receivables Total<br />
Opening balance 223 42 265<br />
Movements for the year 0 (6) (6)<br />
Closing balance 223 36 259<br />
2000<br />
Retail and<br />
(in millions of euros) lease finance Wholesale<br />
receivables receivables Total<br />
Opening balance 192 44 236<br />
Movements for the year 31 (2) 29<br />
Closing balance 223 42 265<br />
In 2002, the reversal of allowances for credit losses on retail and lease<br />
finance receivables concerns the write off by Crédipar of loans more<br />
than 150 days past due that had been written down in full in the<br />
accounts.<br />
➔ Note 24 - Other finance company<br />
customer receivables<br />
Other customer receivables at December 31 can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Within 1 year 131 94 97<br />
1 to 5 years 151 133 89<br />
Over 5 years 13 15 19<br />
Total 295 242 205<br />
158<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 25 - Short-term income tax assets<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Current taxes: prepayments 657 492 161<br />
Deferred tax assets 323 443 324<br />
Total 980 935 485<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Current taxes: prepayments 27 13 -<br />
Deferred tax assets 36 40 16<br />
Total 63 53 16<br />
➔ Note 26 - Other receivables<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Prepaid and recoverable taxes<br />
(other than income taxes) 1,311 1,311 1,043<br />
Vehicles sold under buyback<br />
contracts 426 485 376<br />
Other receivables 882 789 788<br />
Total 2,619 2,585 2,207<br />
As explained in note 1-d, new vehicle sales with a buyback commitment<br />
expiring within a maximum of three years are not recognized at the<br />
time of delivery but accounted for as operating leases. The amount<br />
recorded under this caption corresponds to the cost of the vehicles.<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Prepaid expenses 586 503 369<br />
Other receivables 337 239 181<br />
Total 923 742 550<br />
➔ Note 27 - Short-term investments -<br />
manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Own shares held for<br />
allocation on exercise of<br />
employee stock options<br />
- Peugeot S.A. shares 97 57 18<br />
- Faurecia shares 15 11 7<br />
Other quoted securities 236 277 -<br />
Other marketable securities 741 668 1,221<br />
Total 1,089 1,013 1,246<br />
“Other quoted securities” represent securities previously included in<br />
long-term loans and investment securities, under “Restricted stock”<br />
(note 17).<br />
Unrealized gains on these securities total:<br />
(in millions of euros) 2002 2001 2000<br />
292 483 -<br />
➔ Note 28 - Cash and cash equivalents<br />
Cash and cash equivalents, as defined in note 1-q, break down as follows:<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Investments with maturities<br />
of less than three months 3,856 4,550 2,540<br />
Advances to companies<br />
at equity - 83 56<br />
Cash and current account<br />
balances 676 887 547<br />
Total 4,532 5,520 3,143<br />
As from 2002, advances to companies at equity are recorded under<br />
“Short-term loans”.<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Investments with maturities of<br />
less than three months 2,261 1,406 -<br />
Central bank current account<br />
balances 218 282 68<br />
Cash and current account<br />
balances 457 458 183<br />
Total 2,936 2,146 251<br />
➔ Note 29 - Common stock, capital in<br />
excess of par value of stock<br />
a) Common stock<br />
As of December 31, 2002, the Company’s capital stock amounted to<br />
€259,109,146, represented by common shares with a par value of €1<br />
(note 29-c), all fully paid. The shares may be held in bearer or<br />
registered form, at the choice of stockholders. Shares registered in the<br />
name of the same holder for at least four years carry double voting<br />
rights (article 38 of the bylaws).<br />
b) Changes in the number of shares issued and outstanding<br />
(in euros) 2002 2001 2000<br />
As of January 1 259,109,146 278,223,630 272,946,048<br />
Canceled shares<br />
(note 29-d) - (23,450,000) -<br />
Shares issued on<br />
exercise of<br />
stock options<br />
(note 29-e) N/A N/A 84,300<br />
Shares issued on<br />
conversion of<br />
debentures N/A 4,335,516 5,193,282<br />
As of December 31 259,109,146 259,109,146 278,223,630<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 159
c) 2001 stock-split<br />
On July 2, 2001 existing €6 par value shares were exchanged for new<br />
€1 par value shares, on a six-for-one basis. This stock-split was<br />
authorized by stockholders at the Extraordinary Meeting of May 16,<br />
2001 (8th resolution).<br />
d) Capital reduction<br />
On November 23, 2001, the Group canceled 23,450,000 new €1<br />
par value shares under a stockholder-approved program (9th resolution<br />
of the Extraordinary Stockholders’ Meeting of May 16, 2001). The<br />
difference between the cost of the shares and their par value<br />
was charged against “Capital in excess of par value of stock” in the<br />
amount of €381 million (note 29-h) and against “Retained earnings”<br />
for €510 million.<br />
e) Employee stock options<br />
1. Stock subscription options<br />
In 1995, the Managing Board of Peugeot S.A. granted options to<br />
certain directors and officers of the Company and its subsidiaries to<br />
subscribe for new €6 par value common shares at a price of €94.90 per<br />
share. The options exercised under this plan, which terminated on<br />
April 5, 2000, are set out in note 29-b.<br />
2. Stock purchase options<br />
Each year since 1999, the Managing Board of Peugeot S.A. has granted<br />
options to the same categories of Group employees allowing them to<br />
purchase existing shares. Following the 2001 stock-split (note 29-c),<br />
the current terms of these plans are as follows:<br />
2002 plan 2001 plan 2000 plan 1999 plan<br />
Date of Managing Aug. 20, Nov. 20, Oct. 5, March 31,<br />
Board decision 2002 2001 2000 1999<br />
Vesting date Aug. 20, Nov. 20, Oct. 5, March 31,<br />
2005 2004 2002 2001<br />
Expiry date of Aug. 20, Nov. 19, Oct. 4, March 31,<br />
exercise period 2009 2008 2008 2007<br />
Number of<br />
grantees 178 147 154 97<br />
Exercise price<br />
(in euros) 46.28 46.86 35.46 20.83<br />
Number of<br />
options granted 860,100 798,600 709,200 462,900<br />
Changes in the number of options outstanding under these plans<br />
(exercisable for €1 par value shares) are shown below:<br />
(number of options) 2002 2001 2000<br />
As of January 1 1,940,100 1,166,100 456,900<br />
Options granted<br />
during the year 860,100 798,600 709,200<br />
Options exercised<br />
during the year (17,000) (24,600) -<br />
As of December 31 2,783,200 1,940,100 1,166,100<br />
o/w 1999 plan 415,300 432,300 456,900<br />
2000 plan 709,200 709,200 709,200<br />
2001 plan 798,600 798,600<br />
2002 plan 860,100<br />
f) Share buyback programs<br />
Transactions under stockholder-approved share buyback programs can be analyzed as follows:<br />
Authorizations<br />
Transactions<br />
2002 2001 2000<br />
Opening balance 2,994,287 16,044,378 8,332,152<br />
Shares bought back<br />
AGM of June 2, 1999 30,000,000 N/A N/A 2,775,786<br />
AGM of May 24, 2000 29,400,000 N/A 1,249,068 5,026,440<br />
AGM of May 16, 2001 10% of capital 789,000 9,625,441 N/A<br />
AGM of May 15, 2002 25,000,000 11,511,167 N/A N/A<br />
Canceled shares (note 29-d)<br />
AGM of May 16, 2001 10% of capital - (23,450,000) N/A<br />
Shares sold<br />
On exercise of stock options (17,000) (24,600) -<br />
Other (68,745) (450,000) (90,000)<br />
At year-end 15,208,709 2,994,287 16,044,378<br />
- Shares held for allocation on exercise of stock options<br />
(note 29-d) 2,783,200 1,940,100 1,166,100<br />
- Treasury stock (note 29-i) 12,425,509 1,054,187 14,878,278<br />
160<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
g) Capital in excess of par value of stock<br />
Capital in excess of par value of stock recorded in the balance sheet at<br />
December 31, 2000 does not appear in the balance sheet at December<br />
31, 2002 following the capital reduction of November 23, 2001.<br />
h) Retained earnings<br />
Retained earnings, including net income for the year, are as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Peugeot S.A. legal reserve 28 28 27<br />
Other Peugeot S.A.<br />
statutory reserves and results 4,721 3,825 3,180<br />
Other retained earnings and<br />
net income 7,126 6,626 6,308<br />
Total 11,875 10,479 9,515<br />
Other Peugeot S.A. statutory reserves break down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Reserves available for<br />
distribution<br />
- Without taxation 2,062 1,513 700<br />
- Subject to payment of<br />
additional tax 961 961 885<br />
- Subject to payment of the<br />
“précompte” equalization tax 1,698 1,351 1,595<br />
4,721 3,825 3,180<br />
Tax payable in the case of<br />
distribution (other than the<br />
“précompte” equalization tax) 210 210 205<br />
i) Treasury stock<br />
Treasury stock corresponds to the cost of all the Peugeot S.A. shares<br />
purchased on the open market, net of canceled shares and shares held<br />
for allocation on exercise of management and employee stock options<br />
which are reported under “Short-term investments” (note 27).<br />
j) Cumulative translation adjustment<br />
The cumulative translation adjustment, as defined in note 1-b, can be<br />
analyzed as follows as of December 31, 2002, 2001 and 2000:<br />
(in millions of euros) 2002 2001 2000<br />
Euroland subsidiaries (249) (249) (249)<br />
Other foreign subsidiaries (333) (156) 48<br />
Total (582) (405) (201)<br />
Translation adjustments related to other foreign subsidiaries include<br />
adjustments due to the devaluation of the Argentine peso in an amount<br />
of €373 million in 2002 and €205 million in 2001, and net positive<br />
adjustments of €40 million in 2002 and €49 million in 2001<br />
concerning subsidiaries in other countries.<br />
➔ Note 30 - Minority interests<br />
Minority interests in retained earnings can be analyzed as follows:<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
As of January 1 689 579 585<br />
Minority interest in<br />
net income of subsidiaries (4) (26) (4)<br />
Dividends paid to minority<br />
stockholders of subsidiaries (12) (13) (12)<br />
Minority interest in<br />
share issues by subsidiaries 2 4 2<br />
Changes in scope of consolidation<br />
and other movements (8) 146 4<br />
Translation adjustment (27) (1) 4<br />
As of December 31 640 689 579<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
As of January 1 103 79 64<br />
Minority interest in net income<br />
of subsidiaries 21 16 15<br />
Dividends paid to minority<br />
stockholders of subsidiaries (31) - -<br />
Minority interest in share<br />
issues by subsidiaries - 9 -<br />
Changes in scope of<br />
consolidation and other<br />
movements - - 1<br />
Translation adjustment (2) (1) (1)<br />
As of December 31 91 103 79<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 161
➔ Note 31 - Reserves for contingencies<br />
and liabilities<br />
a) Manufacturing and sales companies<br />
1. Details of reserves for contingencies and liabilities<br />
(in millions of euros) 2002 2001 2000<br />
Long-term reserves for<br />
operating liabilities<br />
Retirement benefits (note 46) 240 238 228<br />
Employee benefits 90 91 93<br />
Claims and litigation 71 77 53<br />
Warranty costs 279 120 123<br />
Vehicles sold under<br />
buyback contracts (*) 60 39 17<br />
End-of-life vehicles 43 - -<br />
Operations in Argentina 47 50 -<br />
Losses on long-term contracts 63 93 26<br />
Other 232 216 338<br />
1,125 924 878<br />
Other reserves for<br />
contingencies and liabilities<br />
Early-termination plan (note 45) 400 323 349<br />
Reserve for debenture<br />
redemption premiums - - 27<br />
Restructuring reserves 127 63 13<br />
Other 75 84 55<br />
602 470 444<br />
Total 1,727 1,394 1,322<br />
* A reserve is recorded for vehicles sold under buyback contracts with a term in excess<br />
of three years, where the Group expects to make a loss on resale. The Group does not<br />
expect to incur any additional losses on these contracts.<br />
2. Movements in reserves for contingencies and liabilities<br />
(in millions of euros) 2002 2001 2000 (1)<br />
As of January 1 1,394 1,322 1,459<br />
Movements charged to income<br />
- Additions 861 522<br />
- Reserves utilized (412) (373)<br />
- Reversals (89) (163)<br />
360 (14) (190)<br />
Other movements<br />
- Translation adjustment (69) (22) 23<br />
- Effect of changes in scope of<br />
consolidation and other 42 108 30<br />
As of December 31 1,727 1,394 1,322<br />
(1) The breakdown of movements charged to the income statement in 2000 is not<br />
available in the same form as for 2002 and 2001.<br />
Reversals of reserves primarily include the following:<br />
In 2002, €34 million released from the reserve for tax under the Flex<br />
regime (trade balance) concerning Peugeot Citroën do Brasil.<br />
In 2001, €84 million released from the reserve for risks relating to the<br />
Group's operations in Argentina that was originally charged against<br />
goodwill (note 14-a) 2), and €26 million released from the reserve for<br />
redemption premiums on Peugeot S.A. convertible debentures which<br />
matured during the year.<br />
b) Finance companies<br />
Reserves for contingencies and liabilities carried in the balance sheets<br />
of the finance companies can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Long-term reserves for<br />
operating liabilities<br />
Retirement benefits (note 46) 7 6 6<br />
Other 38 28 25<br />
45 34 31<br />
Other reserves for<br />
contingencies and liabilities<br />
Other 8 11 0<br />
Total 53 45 31<br />
➔ Note 32 - Other long-term liabilities -<br />
manufacturing and sales companies<br />
Other long-term liabilities of manufacturing and sales companies<br />
comprise:<br />
(in millions of euros) 2002 2001 2000<br />
Investment grants, net 51 45 47<br />
Other 44 24 23<br />
Total 95 69 70<br />
➔ Note 33 - Convertible debentures<br />
In March 1994, Peugeot S.A. issued convertible debentures for a total of<br />
€604 million. The four million debentures were issued at a price of €150.92<br />
and were convertible at any time on the basis of one share per debenture.<br />
2002<br />
The debentures no longer have any impact on the consolidated<br />
financial statements.<br />
2001<br />
The debentures matured on January 1, 2001. Of the 747,329 debentures<br />
outstanding as of December 31, 2000, 722,586 were converted into<br />
shares and 24,743 were redeemed for cash.<br />
The reserve set up to cover the premium of €35.7 per debenture due on<br />
any unconverted debentures redeemed at maturity was released. Of the<br />
total amount released, €26 million concerned converted debentures<br />
and €1 million concerned debentures redeemed for cash.<br />
2000<br />
During 2000, 865,547 debentures were converted.<br />
In accordance with the applicable early redemption clause, during 2000<br />
the Group bought back and canceled 2,380,632 debentures.<br />
The transaction gave rise to a non-recurring loss of €196 million.<br />
An amount of €71 million was released from the reserve for redemption<br />
premiums in connection with the cancellation of debentures referred to<br />
above. In addition, an amount of €26 million was released from the<br />
reserve in respect of debentures converted during the year.<br />
162<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 34 - Other long-term borrowings -<br />
manufacturing and sales companies<br />
a) Maturities of long-term debt<br />
Maturities of long-term debt other than convertible debentures<br />
(note 33) are as follows:<br />
2002<br />
(in millions of euros)<br />
Other bonds Other<br />
and debentures borrowings Total<br />
2004 - 390 390<br />
2005 - 139 139<br />
2006 69 146 215<br />
2007 - 997 997<br />
Subsequent years 1,490 268 1,758<br />
1,559 1,940 3,499<br />
Current portion - 311 311<br />
Total 1,559 2,251 3,810<br />
2001<br />
(in millions of euros)<br />
Other bonds Other<br />
and debentures borrowings Total<br />
2003 - 501 501<br />
2004 - 273 273<br />
2005 - 125 125<br />
2006 69 720 789<br />
Subsequent years 1,490 457 1,947<br />
1,559 2,076 3,635<br />
Current portion - 299 299<br />
Total 1,559 2,375 3,934<br />
2000<br />
(in millions of euros)<br />
Other bonds Other<br />
and debentures borrowings Total<br />
2002 - 367 367<br />
2003 - 315 315<br />
2004 - 146 146<br />
2005 - 524 524<br />
Subsequent years 69 556 625<br />
69 1,908 1,977<br />
Current portion - 408 408<br />
Total 69 2,316 2,385<br />
b) Repayment currencies<br />
The long-term portion of borrowings other than convertible debentures<br />
can be analyzed as follows by repayment currency:<br />
(in millions of euros) 2002 2001 2000<br />
Euros 2,892 2,830 1,399<br />
Pounds sterling 492 421 228<br />
U.S dollars - 7 -<br />
Swiss francs - 152 152<br />
Brazilian reals 100 206 168<br />
Other 15 19 30<br />
Total 3,499 3,635 1,977<br />
c) Average interest rates<br />
The weighted average interest rate on long-term debt, before taking<br />
into account the impact of hedges, was as follows as of December 31,<br />
2002, 2001 and 2000:<br />
(in %) 2002 2001 2000<br />
5.03 5.31 5.35<br />
d) Obligations under capital leases<br />
The discounted present value of minimum future lease payments<br />
included in other borrowings in respect of assets acquired under capital<br />
leases was as follows at December 31:<br />
(in millions of euros) 2002 2001 2000<br />
2001 - - 31<br />
2002 - 33 31<br />
2003 32 32 30<br />
2004 32 30 29<br />
2005 30 30 -<br />
2006 30 - -<br />
Subsequent years 127 154 178<br />
251 279 299<br />
Less: amount representing interest (30) (37) (42)<br />
Present value of minimum<br />
future lease payments 221 242 257<br />
e) Long-term portion of other bonds and debentures<br />
(in millions of euros) 2002 2001 2000<br />
GIE <strong>PSA</strong> Trésorerie<br />
(2001 fixed rate bonds,<br />
due 2011) 1,490 1,490 -<br />
Peugeot S.A. (1998 bonds<br />
indexed to the market price of<br />
Peugeot S.A. shares) 69 69 69<br />
Total 1,559 1,559 69<br />
➔ Note 35 - Short-term financing<br />
and bank overdrafts - manufacturing<br />
and sales companies<br />
a) Details of short-term financing and bank overdrafts<br />
(in millions of euros) 2002 2001 2000<br />
Commercial paper (note 35b) 664 738 533<br />
Short-term loans 1,142 694 593<br />
Bank overdrafts 645 2,488 1,798<br />
Total 2,451 3,920 2,924<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 163
) Commercial paper<br />
(in millions of euros)<br />
Issue<br />
currency 2002 2001 2000<br />
Short-term notes<br />
- Faurecia EUR 664 718 319<br />
Commercial paper<br />
- Peugeot Commercial<br />
Paper Gmbh EUR - - 195<br />
- Citroën Polska PLN - 14 14<br />
- Peugeot Polska PLN - 6 5<br />
Total 664 738 533<br />
➔ Note 36 - Financing liabilities - finance<br />
companies<br />
a) Maturities of long-term debt<br />
2002<br />
(in millions of euros)<br />
Bonds and Other debt Other<br />
debentures securities borrowings Total<br />
2004 - 1,142 1,563 2,705<br />
2005 - 1,199 140 1,339<br />
2006 91 902 474 1,467<br />
2007 - 729 146 875<br />
Subsequent years - 532 100 632<br />
91 4,504 2,423 7,018<br />
Current portion - 5,831 4,236 10,067<br />
Total 91 10,335 6,659 17,085<br />
2001<br />
(in millions of euros)<br />
Bonds and Other debt Other<br />
debentures securities borrowings Total<br />
2003 - 1,771 215 1,986<br />
2004 - 416 980 1,396<br />
2005 - 577 85 662<br />
2006 91 710 404 1,205<br />
Subsequent years - 34 90 124<br />
91 3,508 1,774 5,373<br />
Current portion - 7,037 3,733 10,770<br />
Total 91 10,545 5,507 16,143<br />
2000<br />
(in millions of euros)<br />
Bonds and Other debt Other<br />
debentures securities borrowings Total<br />
2002 - 1,093 433 1,526<br />
2003 - 230 107 337<br />
2004 - 78 18 96<br />
2005 - 321 89 410<br />
Subsequent years 91 102 90 283<br />
91 1,824 737 2,652<br />
Current portion 134 5,452 3,347 8,933<br />
Total 225 7,276 4,084 11,585<br />
b) Repayment currencies<br />
The long-term portion of finance company financing liabilities breaks<br />
down as follows by repayment currency:<br />
(in millions of euros) 2002 2001 2000<br />
Euros 6,083 3,774 1,853<br />
Pounds sterling 577 1,173 266<br />
US dollars 200 261 247<br />
Japanese Yen 71 30 154<br />
Other 87 135 132<br />
Total 7,018 5,373 2,652<br />
c) Long-term portion of bonds and debentures<br />
(in millions of euros) 2002 2001 2000<br />
Banque <strong>PSA</strong> Finance<br />
(1998 0.57% debentures<br />
indexed to the CAC 40) 91 91 91<br />
91 91 91<br />
d) Other debt securities<br />
1. Long-term portion<br />
(in millions of euros)<br />
Issue<br />
currency 2002 2001 2000<br />
Domestic MTN due<br />
in more than one year<br />
- Peugeot Finance<br />
International EUR 1 1 1<br />
- Crédipar EUR 82 124 309<br />
- Banque <strong>PSA</strong> Finance EUR 586 496 205<br />
EMTN due in more<br />
than one year<br />
- Peugeot Finance<br />
International USD 9 34 32<br />
EUR 17 32 41<br />
<strong>GB</strong>P - - 6<br />
JPY - - 69<br />
- Banque <strong>PSA</strong> Finance USD 191 227 215<br />
EUR 3,214 2,015 650<br />
CZK 48 94 29<br />
JPY 71 30 85<br />
PLN - - 32<br />
<strong>GB</strong>P 31 197 -<br />
HKD 12 14 -<br />
Redeemable subordinated<br />
securities<br />
- Banque <strong>PSA</strong> Finance 150 150 150<br />
- Other 92 94 -<br />
Total 4,504 3,508 1,824<br />
164<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
2. Short-term portion<br />
(in millions of euros)<br />
Issue<br />
currency 2002 2001 2000<br />
Short-term notes<br />
- Sofira EUR 1,332 1,349 1,087<br />
Commercial paper<br />
- Peugeot Commercial<br />
Paper EUR - 30 -<br />
- Peugeot Finance<br />
International EUR 30 162 210<br />
Bills of Exchange<br />
- <strong>PSA</strong> Wholesale Ltd. <strong>GB</strong>P - 202 96<br />
- <strong>PSA</strong> Finance Plc <strong>GB</strong>P - - 819<br />
Domestic MTN due<br />
within one year<br />
- Peugeot Finance<br />
International EUR - - -<br />
- Crédipar EUR 42 173 336<br />
- Banque <strong>PSA</strong> Finance EUR 183 105 23<br />
EMTN due within<br />
one year<br />
- Peugeot Finance<br />
International EUR 31 10 279<br />
USD 19 - -<br />
JPY - 303 441<br />
<strong>GB</strong>P - 7 80<br />
ITL - 15 -<br />
- Banque <strong>PSA</strong> Finance EUR 1,516 928 447<br />
USD 48 - 32<br />
<strong>GB</strong>P 154 82 32<br />
JPY 806 1,858 56<br />
CZK 47 - -<br />
PLN - 36 10<br />
Certificates of deposit<br />
- Crédipar EUR - - 122<br />
- Banque <strong>PSA</strong> Finance EUR 1,620 1,776 1,378<br />
Other debt securities<br />
- BPF Brasil BRL 3 - -<br />
Retail certificates of<br />
deposit<br />
- Banque <strong>PSA</strong> Finance CHF - 1 4<br />
Total 5,831 7,037 5,452<br />
➔ Note 37 - Short-term income tax liabilities<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Current taxes payable 633 796 588<br />
Deferred taxes on planned<br />
intercompany dividends 3 6 9<br />
Other deferred taxes 10 6 28<br />
Total 646 808 625<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Current taxes payable 30 59 -<br />
Deferred taxes on planned<br />
intercompany dividends - - 2<br />
Other deferred taxes 34 47 41<br />
Total 64 106 43<br />
➔ Note 38 - Other payables<br />
a) Manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
Accrued taxes<br />
(other than income taxes) 986 1,005 691<br />
Early-termination plan 86 62 40<br />
Accrued payroll costs 988 897 762<br />
Due to suppliers of property,<br />
plant and equipment 525 496 443<br />
Vehicles sold<br />
under buyback contracts 584 661 503<br />
Customer prepayments 537 460 268<br />
Other payables 1,522 1,828 1,706<br />
Total 5,228 5,409 4,413<br />
As explained in note 1-d, new vehicles sold under buyback contracts<br />
with terms not exceeding three years are not treated as sales but as<br />
leases. The amount recorded under this caption corresponds to the sale<br />
price of new vehicles less accrued interest.<br />
“Other payables” correspond mainly to short-term warranty costs<br />
reserve, accrued payroll taxes, the portion of payments received under<br />
customer service contracts that relates to services to be supplied the<br />
following year and accrued expenses related to sales incentive<br />
programs.<br />
b) Finance companies<br />
(in millions of euros) 2002 2001 2000<br />
Deferred income and<br />
accrued expenses 456 496 306<br />
Other payables 594 504 361<br />
Total 1,050 1,000 667<br />
➔ Note 39 - Change in operating assets<br />
and liabilities<br />
a) Manufacturing and sales companies<br />
1. Detail of cash flows from operating activities<br />
(in millions of euros) 2002 2001 2000<br />
- Increase in inventories (129) (802) (1,006)<br />
- Increase in accounts and<br />
notes receivable (56) (23) (648)<br />
- Increase in accounts and<br />
notes payable 954 177 1,339<br />
- Change in income taxes (204) (173) (73)<br />
- Other changes (300) 425 280<br />
- (Increase) decrease in<br />
receivables from Group<br />
finance companies, net 65 (26) (130)<br />
Total 330 (422) (238)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 165
2. Detail of changes in assets and liabilities<br />
2002<br />
Cash flows Effect of changes<br />
(in millions of euros) from operating in scope of Translation At<br />
At January 1 activities consolidation adjustment December 31<br />
- Inventories (6,218) (129) (61) 241 (6,167)<br />
- Accounts and notes receivable (3,451) (56) 19 107 (3,381)<br />
- Accounts and notes payable 9,173 954 35 (250) 9,912<br />
- Income taxes (127) (204) (5) 2 (334)<br />
- Other 2,824 (300) 57 28 2,609<br />
Receivables from Group finance companies, net (220) 65 - - (155)<br />
Total 1,981 330 45 128 2,484<br />
2001<br />
Cash flows Effect of changes<br />
(in millions of euros) from operating in scope of Translation At<br />
At January 1 activities consolidation adjustment December 31<br />
- Inventories (5,171) (802) (300) 55 (6,218)<br />
- Accounts and notes receivable (2,962) (23) (488) 22 (3,451)<br />
- Accounts and notes payable 8,503 177 510 (17) 9,173<br />
- Income taxes 140 (173) (98) 4 (127)<br />
- Other 2,184 425 147 68 2,824<br />
Receivables from Group finance companies, net (194) (26) - - (220)<br />
Total 2,500 (422) (229) 132 1,981<br />
b) Finance companies<br />
Cash flows from operating activities can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
- Increase in finance receivables (260) (1,483) (1,469)<br />
- Increase in financing liabilities 1,172 4,249 1,103<br />
- Change in income taxes (54) (6) (5)<br />
- Other changes (217) 82 59<br />
- Decrease in amounts due to Group manufacturing and sales companies, net (84) (1,182) (575)<br />
Total 557 1,660 (887)<br />
➔ Note 40 - Effect of changes in scope of<br />
consolidation and other<br />
The “Effect of changes in scope of consolidation and other” caption in<br />
the statement of cash flows for manufacturing and sales companies<br />
breaks down as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Change in cash and cash<br />
equivalents due to changes<br />
in scope of consolidation (95) 134 -<br />
Additions to intangible assets (85) (89) (80)<br />
Banque <strong>PSA</strong> Finance share<br />
issue underwritten<br />
by Peugeot S.A. (100) - -<br />
Other 12 9 (54)<br />
Total (268) 54 (134)<br />
➔ Note 41 - Change in other financial<br />
assets and liabilities<br />
(in millions of euros) 2002 2001 2000<br />
New long and medium-term debt 337 1,868 495<br />
Repayments of debt and<br />
conversions of debentures (346) (745) (922)<br />
(Increase) decrease in long-term<br />
loans and receivables (430) 100 257<br />
(Increase) decrease in<br />
short-term investments 12 510 (164)<br />
Increase (decrease) in<br />
short-term financing (1,258) 931 1,096<br />
Decrease in net financing of the<br />
finance business provided by<br />
the manufacturing and<br />
sales companies 19 1,208 706<br />
Total (1,666) 3,872 1,468<br />
166<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 42 - Net financial position -<br />
manufacturing and sales companies<br />
(in millions of euros) 2002 2001 2000<br />
External loans and borrowings<br />
Cash and cash equivalents 4,532 5,520 3,143<br />
Short-term investments 1,089 1,013 1,246<br />
Short-term financing and<br />
bank overdrafts (2,451) (3,920) (2,924)<br />
Current portion of long-term<br />
debt (311) (299) (521)<br />
Short-term loans 397 260 207<br />
Long-term debt (3,499) (3,635) (1,977)<br />
Receivables loans and<br />
investment securities 929 624 1,110<br />
686 (437) 284<br />
Loans to and borrowings<br />
from Group finance companies<br />
Current financial assets 97 123 1,077<br />
Long-term loans - - 339<br />
Short-term debt (189) (197) (293)<br />
(92) (74) 1,123<br />
Total 594 (511) 1,407<br />
➔ Note 43 - Lines of credit<br />
The <strong>PSA</strong> Peugeot Citroën Group has access to revolving lines of credit<br />
expiring at various dates through 2007. The amounts available under<br />
these lines of credit are as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Peugeot S.A. and<br />
GIE <strong>PSA</strong> Trésorerie 2,400 2,400 1,718<br />
Faurecia 1,545 1,420 1,046<br />
Banque <strong>PSA</strong> Finance group 4,850 5,585 5,585<br />
Confirmed lines of credit 8,795 9,405 8,349<br />
Drawdowns on these lines of credit at December 31 were as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Peugeot S.A. and<br />
GIE <strong>PSA</strong> Trésorerie - - -<br />
Faurecia 605 562 622<br />
Banque <strong>PSA</strong> Finance group - 94 48<br />
Drawdowns 605 656 670<br />
➔ Note 44 - Return on capital employed<br />
a) Capital employed<br />
Capital employed includes the value of all the assets employed in the<br />
Group’s operations. Finance companies use a different definition of<br />
capital employed from that used by the manufacturing and sales<br />
companies.<br />
Manufacturing and sales companies<br />
Capital employed comprises all non-current assets and reserves<br />
employed in the business and working capital.<br />
Non-current assets employed in the business comprise:<br />
- goodwill, net, before exceptional amortization;<br />
- intangible assets and property, plant and equipment, net;<br />
- shares in non-consolidated companies;<br />
- other non-current assets.<br />
Working capital includes:<br />
- inventories;<br />
- accounts and notes receivable;<br />
- receivables from independent dealers transferred to Banque<br />
<strong>PSA</strong> Finance group companies, for which the financing cost is paid by<br />
the Automobile division;<br />
- other receivables;<br />
- accounts and notes payable;<br />
- other payables, excluding amounts due under the early-termination plan.<br />
Capital employed also includes operating reserves, defined as reserves<br />
where additions or deductions impact operating margin, as well as<br />
restructuring reserves.<br />
For companies accounted for by the equity method, which are an<br />
integral part of the Group’s operations, capital employed corresponds<br />
to the Group’s equity in the capital employed of those companies.<br />
Finance companies<br />
For the finance companies, capital employed corresponds to stockholders’<br />
equity of Banque <strong>PSA</strong> Finance, which includes the net assets of all of the<br />
finance companies. However as dealer receivables transferred to<br />
Banque <strong>PSA</strong> Finance group are included in working capital of the<br />
manufacturing and sales companies, the amount of Banque <strong>PSA</strong> Finance’s<br />
stockholders’ equity representing transferred receivables is deducted for<br />
the calculation of finance companies’ capital employed.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 167
Capital employed can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Manufacturing and sales companies<br />
Goodwill<br />
- Net book value 2,120 2,225 1,054<br />
- Cancellation of exceptional amortization 32 19 127<br />
Intangible assets 194 183 136<br />
Property, plant and equipment 11,545 11,461 10,359<br />
Shares in non-consolidated companies 85 238 254<br />
Other non-current assets 257 204 179<br />
Inventories 6,167 6,218 5,171<br />
Accounts and notes receivable 3,381 3,451 2,962<br />
Receivables from independent dealers transferred to the finance<br />
companies, for which the financing cost is paid by the Automobile division 2,774 2,425 2,315<br />
Other receivables 2,619 2,585 2,207<br />
Reserves for operating liabilities (1,125) (924) (878)<br />
Investment grants (51) (45) (47)<br />
Accounts and notes payable (9,912) (9,173) (8,503)<br />
Other payables, excluding amounts due under the early-termination plan (5,142) (5,347) (4,373)<br />
Equity in the capital employed of companies accounted<br />
for by the equity method 1,275 1,026 995<br />
Restructuring reserves (127) (63) (13)<br />
Finance companies<br />
Equity in stockholders’ equity of Banque <strong>PSA</strong> Finance 1,315 1,171 1,043<br />
Total 15,407 15,654 12,988<br />
b) Income generated by capital employed<br />
Return on capital employed is measured on the basis of operating margin plus or minus the other income and expense items corresponding to the<br />
definition used for capital employed, i.e. finance charges for receivables from independent dealers transferred to Banque <strong>PSA</strong> Finance group companies<br />
that are paid by the Automobile division, exchange gains or losses, restructuring costs, amortization of goodwill (excluding exceptional amortization),<br />
pre-tax earnings of companies at equity (excluding early-termination plan costs) and income from shares in non-consolidated companies.<br />
Income generated by capital employed can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Operating margin– manufacturing and sales companies 2,594 2,404 1,857<br />
Operating margin – finance companies 319 248 264<br />
Consolidated operating margin 2,913 2,652 2,121<br />
Finance cost of receivables from independent dealers<br />
transferred to Banque <strong>PSA</strong> Finance 157 190 142<br />
Exchange gains (losses) 22 (24) (6)<br />
Restructuring costs (125) (120) (43)<br />
Amortization of goodwill<br />
- Amortization for the year (163) (140) (199)<br />
- Cancellation of exceptional amortization (note 14-a) 32 19 127<br />
Pre-tax earnings of companies at equity (note 18-c) 16 2 22<br />
Income from shares in non-consolidated companies 20 5 5<br />
Total 2,872 2,584 2,169<br />
a) Return on capital employed<br />
The immediate return on capital employed (before tax), corresponding<br />
to income generated by capital employed expressed as a percentage of<br />
total capital employed at December 31, is as follows:<br />
(in %) 2002 2001 2000<br />
18.6 16.5 16.7<br />
➔ Note 45 - Early-termination plan<br />
a) Internal agreements<br />
Internal agreements have been signed between the Group and employee<br />
representatives in France, concerning the implementation of earlytermination<br />
plans. The plans in question fulfill the criteria laid down in<br />
Decree no. 2000-105 dated February 9, 2000 related to the earlytermination<br />
of certain employees over 55 years of age and qualify for<br />
Government financing covering part of the cost.<br />
168<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
1. Automobile division<br />
An early-termination plan has been set up for Automobile division<br />
employees in France, in application of an internal agreement dated<br />
March 4, 1999 and an industry-wide agreement signed on July 26, 1999<br />
by UIMM (the industry federation) with the support of the majority of<br />
trade unions represented within the Group.<br />
2. Automotive Equipment division<br />
Following further negotiations between UIMM and the trade unions, in<br />
March 2001, the plan was extended to additional companies, including<br />
the Faurecia group.<br />
b) Estimated liability<br />
1. Calculation method<br />
The estimated cost to be financed by the Group corresponds to the<br />
total benefits payable to the employees concerned, net of government<br />
funding. The present value of the liability has been calculated by<br />
applying a discount rate of 4.1% and an inflation rate of 1.75%. The<br />
short-term portion is included in “Other payables” and the long-term<br />
portion is reported under “Reserves for contingencies and liabilities”.<br />
2. Change in estimated liability<br />
Reserves for<br />
(in millions of euros) Other contingencies<br />
payables and liabilities<br />
Balance as of December 31, 2001 62 323<br />
Early-termination cost for the year (57) -<br />
Changes in employee numbers - 118<br />
Discounting adjustment (5) 45<br />
Transfer from long-term to short-term 86 (86)<br />
Balance as of December 31, 2002 86 400<br />
The €158 million charge recorded in the income statement includes<br />
€118 million corresponding to the cumulative effect of changes in<br />
employee numbers and a €40 million discounting adjustment. The €57<br />
million reversal is offset by a charge recorded under payroll costs<br />
representing the Group’s contribution to the Unedic fund responsible<br />
for paying benefits to terminated employees.<br />
For the Automobile division, the charge for changes in employee<br />
numbers reflects the reduction in the early-retirement age for certain<br />
production workers from 57 to 56 and the extension of the plan to<br />
technical and industrial supervisors through February 2005.<br />
c) Number of employees concerned<br />
As of December 31, 2002, 13,978 employees were concerned by the<br />
plans, including 881 Faurecia group employees.<br />
➔ Note 46 - Pension and other postretirement<br />
benefits<br />
a) Supplementary pensions and retirement bonuses<br />
Group employees in certain countries – mainly France, the United<br />
Kingdom and Germany – are entitled to supplementary pension<br />
benefits, payable annually, or retirement bonuses, representing one-off<br />
payments made at the time of retirement.<br />
This note describes the accounting treatment of obligations under<br />
defined benefit plans as opposed to defined contribution plans under<br />
which the Group has no future obligations towards employees.<br />
1. Calculation base<br />
The Group’s obligation under these supplementary pension and<br />
retirement bonus plans is calculated on an actuarial basis by independent<br />
actuaries using models based on the method defined in US standard<br />
SFAS 87. Actuarial valuations are generally performed at three-yearly<br />
intervals, or more frequently in cases of a change in actuarial<br />
assumptions. The most recent actuarial valuations for the principal plans<br />
were carried out as of December 31, 2002 based on:<br />
- retirement age assumptions, generally based on retirement at the age of<br />
60 for employees in France or after 60 in the case of employees who<br />
have not paid pension contributions over the minimum period required<br />
to qualify for a full pension under the government-sponsored scheme;<br />
- an appropriate discount rate;<br />
- an appropriate inflation rate.<br />
Deferred items include:<br />
- unrecognized net gains and losses corresponding to the effect of<br />
changes in actuarial assumptions, together with the difference<br />
between the actual return on plan assets held in external funds and<br />
the return calculated based on the estimated yield on long-term<br />
investments. These gains and losses, which are not recognized in the<br />
balance sheet, are amortized over the estimated average remaining<br />
service lives of employees.<br />
- unrecognized transition obligations corresponding to gains and losses<br />
arising on adoption of SFAS 87 and following retroactive plan<br />
amendments (prior service cost).<br />
These gains and losses, which are not recognized in the balance sheet, are<br />
amortized over the estimated average remaining service lives of employees.<br />
Total pension obligations, including the transition obligation, are intended<br />
to be funded by contributions to external funds. Any excess of external<br />
funds over the sum of the projected benefit obligation and the transition<br />
obligation is recorded as an asset under “Other non-current assets”.<br />
2. Assumptions used<br />
The assumptions used to calculate the Group’s obligation for pension<br />
and other retirement benefits are as follows for 2002, 2001 and 2000:<br />
(in %) Euro zone United Kingdom<br />
Discount rate<br />
Inflation rate<br />
2002 5.25 5.75<br />
2001 5.75 6.00<br />
2000 6.00 6.50<br />
2002 1.75 2.25<br />
2001 1.75 2.00<br />
2000 2.00 2.50<br />
France United Kingdom<br />
Return on long-term investments<br />
2002 7.50 7.25<br />
2001 7.50 7.25<br />
2000 7.50 7.25<br />
Mortality and staff turnover assumptions used are based on the specific<br />
economic conditions of each Group company or the country in which<br />
they operate.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 169
3. Obligations and funded status<br />
- At December 31<br />
(in millions of euros) 2002 2001 2000<br />
Present value of projected benefit obligation<br />
French companies 1,047 1,288 1,154<br />
Foreign companies 1,678 1,591 1,439<br />
A 2,725 2,879 2,593<br />
Funded status<br />
Market value as of December 31 of prior years’ funding<br />
French companies 636 909 930<br />
Foreign companies 947 1,139 1,226<br />
Total (1) 1,583 2,048 2,156<br />
Funding to external organizations for the year<br />
French companies 9 1 30<br />
Foreign companies 76 59 46<br />
Total (2) 85 60 76<br />
Market value of external funds of December 31<br />
French companies 645 910 960<br />
Foreign companies 1,023 1,198 1,272<br />
B =(1)+(2) 1,668 2,108 2,232<br />
Deferred items<br />
Transition obligation<br />
French companies 5 8 15<br />
Foreign companies (14) (25) (34)<br />
Total (3) (9) (17) (19)<br />
Prior service cost<br />
French companies 13 (81) (106)<br />
Foreign companies 17 21 34<br />
Total (4) 30 (60) (72)<br />
Unrecognized net actuarial gains and losses<br />
French companies 377 405 298<br />
Foreign companies 583 310 16<br />
Total (5) 960 715 314<br />
Total<br />
French companies 395 332 207<br />
Foreign companies 586 306 16<br />
C=(3)+(4)+(5) 981 638 223<br />
Total, net D=A-B-C 76 133 138<br />
Amounts recognized in the balance sheet<br />
Reserves<br />
French companies 113 101 68<br />
Foreign companies 134 143 166<br />
Total 247 244 234<br />
o/w manufacturing and sales companies 240 238 228<br />
o/w finance companies 7 6 6<br />
Funding surpluses<br />
French companies (107) (55) (81)<br />
Foreign companies (64) (56) (15)<br />
Total (171) (111) (96)<br />
o/w manufacturing and sales companies (167) (107) (93)<br />
o/w finance companies (4) (4) (3)<br />
Total, net in balance sheet 76 133 138<br />
170<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
- Changes during the year<br />
(in millions of euros)<br />
Present value of projected benefit obligation<br />
As of January 1 2,879<br />
Reduction in obligation following payment of single premium (384)<br />
Actuarial gain due to transfer to external funds, taken to income (13)<br />
Service cost and one-year discounting adjustment 235<br />
Benefits paid in 2002 (105)<br />
Change in actuarial assumptions 199<br />
Translation adjustment and other movements (86)<br />
As of December 31 A 2,725<br />
Funded status<br />
As of January 1 2,108<br />
Decrease in external funds following payment of part of the single premium (228)<br />
Expected return on external funds 140<br />
Benefits paid in 2002 7<br />
Change in fair value of external funds (300)<br />
Translation adjustment and other movements (59)<br />
As of December 31 B 1,668<br />
Deferred items<br />
As of January 1 638<br />
Deferred items taken to income relating to obligations covered by external funds (95)<br />
Amortization for the year (35)<br />
New deferred items for 2002 499<br />
Translation adjustment and other movements (26)<br />
As of December 31 C 981<br />
Balance sheet reserve<br />
As of January 1 133<br />
Changes in scope of consolidation 1<br />
Additions for the year 211<br />
Payments to external funds (85)<br />
Payment of the balance of the single premium (156)<br />
Translation adjustment and other movements (28)<br />
As of December 31 D 76<br />
- Change in supplementary pension plans<br />
The supplementary pension plans set up by the main French companies<br />
in the Group, with the exception of Automotive Equipment division<br />
entities, were amended by agreements signed with employee<br />
representatives on May 2 and May 13, 2002. Under the revised plans:<br />
- Employees born before 1943 continue to be eligible for the<br />
supplementary pension benefits payable under the original plan.<br />
- Employees born in or after 1943 are eligible for the supplementary<br />
pension benefits payable under the original plan when they retire and<br />
claim their social security pension. However, effective from June 30,<br />
2002, they no longer acquire any new rights under the plan.<br />
The Group has taken out a group insurance policy with a licensed<br />
insurance company to cover the payment of supplementary pension<br />
benefits to these employees. Benefits will be paid out of a pension fund<br />
financed by the payment of a single premium of €384 million on behalf<br />
of all French companies. No further contributions will be made to the<br />
fund by any Group company. Part of the single premium was paid out of<br />
external funds amounting to €228 million and the balance of €156 million<br />
was paid out of the Group’s cash reserves. The related tax cost was €13<br />
million and the additional payroll taxes payable amounted to €6 million.<br />
The payment of the single premium on June 28, 2002 had the effect of<br />
transferring to the insurance company the Group's obligations towards<br />
the employees concerned.<br />
The operation led to the immediate recognition of deferred items<br />
related to the transferred benefit obligation, representing a charge of<br />
€95 million before tax. The charge was partly offset by an actuarial gain<br />
of €13 million resulting from the transfer of the obligation to an<br />
external fund. The charge to the income statement, including the net<br />
charge of €82 million referred to above and the related income tax and<br />
payroll tax charges, was €101 million, net (see note 11).<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 171
- A new defined contribution supplementary pension plan was set up<br />
on July 1, 2002.<br />
Under this plan, eligible employees will be entitled to supplementary<br />
pension benefits if their compensation exceeds the ceiling for social<br />
security contributions during all or part of their remaining service lives<br />
from the date on which the plan was set up. The rights of eligible<br />
employees corresponding to the defined contributions will vest<br />
immediately. Two-thirds of the contributions are paid by the employer<br />
and one-third by the employee.<br />
Since it is a defined contribution plan, the Group has no future<br />
obligations towards employees under the plan. The cost of the plan is<br />
charged to income when the contributions are paid.<br />
4. Periodic pension cost<br />
The total obligation is determined at each year-end as explained above.<br />
The periodic pension cost each year corresponds to:<br />
- service cost, representing the benefit entitlements earned by<br />
employees during the year,<br />
- interest cost, corresponding to adjustments to the discounted present<br />
value of the opening projected benefit obligation,<br />
- amortization of deferred items.<br />
The periodic pension cost is partially offset by the return on external<br />
funds, calculated on the basis of a standard rate of return on long term<br />
investments (8 % up to 1999, 7.5% as from 2000). The difference<br />
between the standard rate of return and the actual return on external<br />
funds (for French funds, (2.59%) in 2002, (0.9%) in 2001, 3.3 % in<br />
2000) is deducted from or added to the unamortized net obligation.<br />
The periodic pension cost is included in payroll costs except for the<br />
€82 million net exceptional cost arising from the June 2002 change in<br />
the Group’s supplementary pension plans. It can be analyzed as follows:<br />
(in millions of euros) 2002 2001 2000<br />
French companies (37) (41) (41)<br />
Foreign companies (44) (42) (42)<br />
Service cost (81) (83) (83)<br />
French companies (64) (71) (69)<br />
Foreign companies (90) (90) (70)<br />
Interest cost (154) (161) (139)<br />
French companies 58 70 69<br />
Foreign companies 82 87 72<br />
Return on external funds 140 157 141<br />
French companies (21) (16) (11)<br />
Foreign companies (14) 13 7<br />
Amortization of deferred items (35) (3) (4)<br />
French companies (82) - -<br />
Foreign companies 1 - -<br />
Curtailments and settlements (81) - -<br />
French companies (146) (58) (52)<br />
Foreign companies (65) (32) (33)<br />
Total (211) (90) (85)<br />
o/w manufacturing and<br />
sales companies (208) (89) (82)<br />
o/w finance companies (3) (1) (3)<br />
b) Long-service awards<br />
The Group estimates its liability for long-service awards payable to<br />
employees who fulfill certain seniority criteria. The calculations are<br />
performed using the same method and assumptions as for supplementary<br />
pension benefits and retirement bonuses (note 46-a). The estimated<br />
liability is reserved for in full in the accounts and amounts to:<br />
(in millions of euros) 2002 2001 2000<br />
French companies 22 19 16<br />
Foreign companies 3 2 4<br />
Total 25 21 20<br />
c) Other post-retirement benefits<br />
In addition to the retirement obligations described above, Faurecia<br />
Exhaust Systems Inc., an American subsidiary of Faurecia, pays the<br />
healthcare costs of retired employees.<br />
The related obligation is reserved for in full in the consolidated<br />
financial statements and amounts to:<br />
(in millions of euros) 2002 2001 2000<br />
24 28 27<br />
➔ Note 47 - Foreign exchange and<br />
interest risk management<br />
a) General principles<br />
1. Currency risk<br />
The manufacturing and sales companies manage their foreign exchange<br />
positions on transactions denominated in foreign currencies with the<br />
objective of hedging the risk of fluctuations in exchange rates. These<br />
risks primarily concern the Automobile division. Positions are managed<br />
primarily by making forward purchases or sales of the currencies<br />
concerned, as soon as the foreign currency invoice is accounted for,<br />
through the <strong>PSA</strong> Peugeot Citroën Group's specialized company, <strong>PSA</strong><br />
International S.A. (<strong>PSA</strong>I). <strong>PSA</strong>I also hedges currency risks on firm<br />
planned transactions to be carried out by the Automobile division in<br />
yen (note 47-c) 3).<br />
<strong>PSA</strong>I also carries out transactions involving currency instruments as<br />
part of its activities. These transactions, which are subject to very strict<br />
exposure limits, are closely monitored on a continuous basis. They are<br />
the only non-hedging transactions carried out by companies in the<br />
<strong>PSA</strong> Peugeot Citroën Group and do not have a material impact on<br />
consolidated net income.<br />
2. Interest rate risk<br />
Cash surpluses and short-term financing needs of manufacturing and<br />
sales companies except Automotive Equipment companies in euroland<br />
countries and, since 2001, in sterling, are centralized at the level of<br />
GIE <strong>PSA</strong> Trésorerie which invests net cash reserves on the financial<br />
markets, mainly in short-term instruments indexed to floating rates.<br />
The gross borrowings of manufacturing and sales companies except<br />
Automotive Equipment companies consist mainly of fixed and<br />
adjustable rate long-term loans.<br />
172<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
The entire debt is converted to floating rate by means of derivatives, in<br />
order to match cash surpluses exposure.<br />
The finance companies provide wholesale financing to dealer networks<br />
and finance sales of vehicles to customers generally at fixed rates of<br />
interest. Refinancing is generally at adjustable or floating rates, at all<br />
points on the yield curve.<br />
Banque <strong>PSA</strong> Finance, which centralizes interest rate risks of the finance<br />
companies operating in the euro zone countries, manages these risks by<br />
entering into swaps and buying options to match interest rates on<br />
outstanding loans and the related refinancing. The finance companies<br />
in the United Kingdom use similar strategies to manage their own<br />
interest rate risks.<br />
Faurecia uses caps, swaps and other options to hedge interest rates on<br />
borrowings payable from January 2003 through December 2007.<br />
A small proportion of interest rate risks of the manufacturing and sales<br />
companies and the finance companies is not hedged, in order to take<br />
advantage of market opportunities. The Value at Risk (VaR)<br />
represented by these unhedged positions is measured daily. The impact<br />
on income of gains and losses on these positions is not material.<br />
3. Counterparty risks on financial instruments<br />
The Group minimizes counterparty risks through internal control<br />
procedures which ensure that transactions are carried out only with major<br />
banks and financial institutions. Exposure limits are set by counterparty,<br />
based primarily on their credit rating. Internal control procedures include<br />
daily verification of compliance with these exposure limits. The Group's<br />
exposure to concentration of counterparty risks is not material.<br />
b) Accounting treatment<br />
- Gains and losses on hedging positions related to actual or future<br />
transactions are accounted for on a symmetrical basis with the loss or<br />
gain on the underlying transaction.<br />
- Positions not qualifying as hedges are marked to market at the end of<br />
each period and the resulting unrealized gain or loss is included in<br />
income for the period.<br />
c) Manufacturing and sales companies<br />
As of December 31, 2002, 2001 and 2000, after eliminating<br />
intercompany transactions, open forward contracts in foreign<br />
currencies serving to fix the exchange rate used to record import and<br />
export transactions in the accounts and financial instruments acquired<br />
in connection with the management of interest rates on investments<br />
and borrowings, were as follows:<br />
1. Hedges of actual transactions<br />
(in millions of euros) 2002 2001 2000<br />
Currency risk<br />
Hedges of commercial<br />
transactions<br />
- Forward contracts 1,116 1,121 1,290<br />
- Currency options 164 230 190<br />
1,280 1,351 1,480<br />
Hedges of financing<br />
transactions<br />
- Forward contracts 261 744 902<br />
- Currency options - 5 58<br />
- Currency swaps 647 531 678<br />
908 1,280 1,638<br />
Interest rate risk<br />
Hedges of financing<br />
transactions<br />
- Interest rate swaps 9,574 6,919 7,369<br />
- Purchase of caps 2,229 1,855 1,229<br />
- Collars 45 30 99<br />
- F<strong>RA</strong> 100 - -<br />
11,948 8,804 8,697<br />
2. Maturities of hedging instruments as of December 31, 2002<br />
(in millions of euros) Total Within 1 year 1 to 5 years Beyond 5 years<br />
Currency risk<br />
Hedges of commercial transactions<br />
- Forward contracts 1,116 1,116 - -<br />
- Currency options 164 164 - -<br />
1,280 1,280 - -<br />
Hedges of financing transactions<br />
- Forward contracts 261 261 - -<br />
- Currency options - - - -<br />
- Currency swaps 647 181 266 200<br />
908 442 266 200<br />
Interest rate risk<br />
Hedges of financing transactions<br />
- Interest rate swaps 9,574 7,401 582 1,591<br />
- Purchase of caps 2,229 1,129 1,100 -<br />
- Collars 145 45 100 -<br />
11,948 8,575 1,782 1,591<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 173
3. Hedges of future transactions<br />
The Group purchases yen put options to fix the minimum exchange<br />
rate on vehicle sales in Japan over three years. As of December 31,<br />
2002, 2001 and 2000, the nominal amounts hedged by put options<br />
were as follows:<br />
(in millions of euros) 2002 2001 2000<br />
706 453 431<br />
The Faurecia group uses forward purchase and sale contracts and<br />
options - all of which mature in 2003 - as hedges of commercial<br />
transactions in progress at December 31, 2002 and transactions<br />
planned in 2003. At December 31, 2002, 2001 and 2000, the nominal<br />
amounts hedged for planned transactions were as follows:<br />
(in millions of euros) 2002 2001 2000<br />
135 122 89<br />
4. Non-hedging transactions<br />
The gains and losses recorded by <strong>PSA</strong> International, the finance<br />
subsidiary specialized in managing currency risks on financial<br />
instruments not qualifying as hedges, generally correspond to gains and<br />
losses on closed positions – representing foreign exchange purchase and<br />
sale contracts for the same amount – which serve to fix margins without<br />
exposing the subsidiary to the risk of losses resulting from an<br />
unfavorable future movement in exchange rates. Pre-tax profits on these<br />
trading transactions amounted to €4.6 million in 2002, €5.5 million in<br />
2001 and €4 million in 2000.<br />
5. Currency risk<br />
The net position of the manufacturing and sales companies in the main foreign currencies is as follows:<br />
(in millions of euros) <strong>GB</strong>P YEN USD PLN CHF BRL Other<br />
Total assets 362 84 236 104 24 6 407<br />
Total liabilities (510) (3) (172) - (152) (73) (142)<br />
Net position before hedging (148) 81 64 104 (128) (67) 265<br />
Off-balance sheet position 147 (81) (64) (104) 128 67 (260)<br />
Net position after hedging (1) - - - - - 5<br />
The above table shows the Group position arising from all transactions recognized in the balance sheet at December 31, 2002. The Group has also<br />
hedged currency risks on future vehicle sales in Japan (note 47 3).<br />
6. Interest rate risk<br />
(in millions of euros)<br />
intraday 1 to More than<br />
to 1 year 5 years 5 years Total<br />
Total assets 6,672 62 40 6,774<br />
Total liabilities (4,307) (409) (1,734) (6,450)<br />
Net position<br />
before hedging 2,365 (347) (1,694) 324<br />
Off-balance<br />
sheet position (1,705) 146 1,559 -<br />
Net position<br />
after hedging 660 (201) (135) 324<br />
This table analyzes fixed rate assets and debt by maturity and adjustable<br />
rate assets and debts based on the next rate adjustement date.<br />
In the statement of off-balance sheet items, swaps and other derivative<br />
instruments are reported as positive amounts (lender leg) and negative<br />
amounts (borrower leg).<br />
A 1 point decrease in interest rates would have the effect of reducing<br />
net interest income by €4 million.<br />
The net position after hedging for assets and liabilities due beyond<br />
1 year mainly concerns employee profit-sharing reserves (€181 million)<br />
and obligations under finance leases (€168 million).<br />
d) Finance companies<br />
As of December 31, 2002, 2001 and 2000, after eliminating<br />
intercompany transactions, outstanding contracts on financial<br />
instruments used to match interest and exchange rates on customer<br />
loans and the related refinancing were as follows:<br />
1. Hedges of actual transactions<br />
(in millions of euros) 2002 2001 2000<br />
Currency risk<br />
Currency swaps 1,488 2,749 1,718<br />
Forward contracts 1,253 552 188<br />
2,741 3,301 1,906<br />
Interest rate risk<br />
Hedges of financing<br />
transactions<br />
- Interest rate swaps 23,120 17,547 11,317<br />
- Purchases of caps and collars 192 372 175<br />
- Sales of floors - - 173<br />
- F<strong>RA</strong> - - 20<br />
- Futures 340 - -<br />
- Swaptions - 518 -<br />
23,652 18,437 11,685<br />
174<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
2. Maturities of hedging instruments as of December 31, 2002<br />
(in millions of euros) Total Within 1 year 1 to 5 years Beyond 5 years<br />
Currency risk<br />
Currency swaps 1,488 966 506 16<br />
Forward contracts 1,253 1,253 - -<br />
2,741 2,219 506 16<br />
Interest rate risk<br />
Hedges of financing transactions<br />
- Interest rate swaps 23,120 11,153 11,967 -<br />
- Purchases of caps and collars 192 192 - -<br />
- F<strong>RA</strong> 340 340 - -<br />
23,652 11,685 11,967 -<br />
3. Currency risk<br />
The net position of the finance companies in the main foreign<br />
currencies is as follows:<br />
(in millions of euros) <strong>GB</strong>P YEN USD CHF Others<br />
Total assets 1,184 - 12 291 -<br />
Total liabilities - (877) (269) - (107)<br />
Net position<br />
before hedging 1,184 (877) (257) 291 (107)<br />
Off-balance<br />
sheet position (1,184) 877 257 (291) 107<br />
Net position<br />
after hedging - - - - -<br />
4. Interest rate risk<br />
(in millions d’euros)<br />
intraday 1 to More than<br />
to 1 year 5 years 5 years Total<br />
Total assets 14,135 5,047 76 19,258<br />
Total liabilities (14,724) (2,252) (516) (17,492)<br />
Net position<br />
before hedging (589) 2,795 (440) 1,766<br />
Off-balance<br />
sheet position 861 (1,267) 526 120<br />
Net position<br />
after hedging 272 1,528 86 1,886<br />
This table analyzes fixed rate assets and debt by maturity and<br />
adjustable rate assets and debts based on the next rate adjustment date.<br />
In the statement of off-balance sheet items, swaps and other derivative<br />
instruments are reported as positive amounts (lender leg) and negative<br />
amounts (borrower leg).<br />
A 1 point decrease in interest rates would have the effect of reducing<br />
net interest income by €0.7 million.<br />
The net position after hedging for assets and liabilities due in 1 to<br />
5 years corresponds to net assets covered by Banque <strong>PSA</strong> Finance<br />
Group shareholders’ equity.<br />
➔ Note 48 - Equity risk<br />
Equity risk corresponds to the price rise arising from an unfavorable<br />
change in the price of equities held by the Group.<br />
(in millions of euros)<br />
Equities and units<br />
in equity funds<br />
Own<br />
shares<br />
Net position -<br />
Assets 329 112<br />
Off-balance sheet position - -<br />
Total net position 329 112<br />
Sensitivity (3) (2)<br />
The portfolio of equities and units in equity funds includes €66 million<br />
worth of securities with limited liquidity (note 17), €236 million in<br />
listed equities carried in the balance sheet under short-term<br />
investments (note 27) and €27 million in equities under management.<br />
The portfolio of own shares being held for allocation on exercise of<br />
employee stock options (note 27).<br />
Equities are stated at the lower of cost and market. In substantially all<br />
cases, the market value net of a 10% discount exceeds the securities’<br />
book value. Consequently, sensitivity of earnings to a fall in value is<br />
limited to €3 million.<br />
➔ Note 49 - Fair value of financial<br />
instruments<br />
The fair value of financial instruments held by the Group is estimated<br />
in accordance with SFAS 107. The fair value of financial instruments<br />
not intended to be sold is estimated only in cases where this is<br />
practicable based on market data.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 175
The main valuation methods applied are as follows:<br />
- shares in non-consolidated companies: as explained in note 1 n, these<br />
securities represent Group interests in subsidiaries that are not<br />
controlled by the Group. Their fair value cannot be estimated due to<br />
the absence of meaningful market data.<br />
- marketable securities and fixed rate debentures quoted on organized<br />
markets are valued at the year-end market price.<br />
- the fair value of fixed rate loans and borrowings with maturities in<br />
excess of three months is calculated by discounting future cash flows<br />
at year-end market rates of interest. The fair value of fixed rate loans<br />
and borrowings converted into variable rate loans and borrowings by<br />
means of interest rate swaps is close to their book value.<br />
- the fair value of variable rate loans and borrowings, cash and shortterm<br />
financing is considered as being equivalent to their book value.<br />
- the fair value of finance receivables is estimated by discounting<br />
future cash flows at the interest rates at which similar loans were<br />
granted at year-end.<br />
a) Balance sheet instruments<br />
As of December 31, the book values and fair values of balance sheet instruments were as follows:<br />
(in millions of euros)<br />
2002 2001 2000<br />
Book value Fair value Book value Fair value Book value Fair value<br />
ASSETS<br />
Manufacturing and sales companies<br />
Receivables and investment securities 929 996 624 730 1,110 1,688<br />
Shares in non-consolidated companies 85 85 238 238 254 254<br />
Short-term loans 397 397 260 260 207 207<br />
Short-term investments 1,089 1,381 1,013 1,496 1,246 1,246<br />
Cash and cash equivalents 4,532 4,532 5,520 5,520 3,143 3,143<br />
Finance companies<br />
Long-term loans and investment securities 196 196 201 201 222 222<br />
Finance receivables 15,732 15,926 15,740 15,861 14,155 14,201<br />
Other customer receivables 295 295 242 242 205 205<br />
Short-term investments 87 87 71 71 31 31<br />
Cash and cash equivalents 2,936 2,936 2,146 2,146 251 251<br />
LIABILITIES<br />
Manufacturing and sales companies<br />
Other long-term borrowings 3,499 3,481 3,635 3,635 1,977 1,977<br />
Convertible debentures - - - - 113 113<br />
Current portion of long-term debt 311 311 299 299 408 408<br />
Short-term financing and bank overdrafts 2,451 2,451 3,920 3,920 2,924 2,924<br />
Finance companies<br />
Borrowings 17,085 17,085 16,143 16,143 11,585 11,585<br />
Other financing liabilities 111 111 120 120 386 386<br />
b) Off-balance sheet instruments<br />
Derivative instruments not acquired as hedges of balance sheet positions<br />
consisted mainly of yen put options. The characteristics of these options<br />
are as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Nominal amount 765 453 431<br />
Premiums paid 20 12 13<br />
Fair value 43 17 12<br />
The characteristics of forward purchase and sale contracts and options<br />
entered into by Faurecia as hedges of commercial transactions in<br />
progress at December 31, 2002 and transactions planned in 2003 are<br />
as follows:<br />
(in millions of euros) 2002 2001 2000<br />
Nominal amount 135 122 89<br />
Premiums paid - - -<br />
Fair value - (1) 2<br />
176<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
➔ Note 50 - Commitments and contingencies<br />
a) Specific commitments<br />
Details of commitments related specifically to the following<br />
transactions are provided in the corresponding notes:<br />
- securitization of receivables by the manufacturing and sales<br />
companies – note 22-a<br />
- securitization of automobile loans by the finance companies – note 23-a<br />
- supplementary pension, retirement and other post-retirement<br />
obligations – note 46<br />
- management of foreign exchange and interest rate risks – note 47.<br />
b) Routine commitments<br />
The Group had routine commitments in the following amounts as of<br />
December 31, 2002, 2001 and 2000:<br />
(in millions of euros) 2002 2001 2000<br />
Capital commitments for<br />
the acquisition of property,<br />
plant and equipment 2,083 1,961 1,719<br />
Orders for research and<br />
development work 40 - -<br />
Non-cancelable lease<br />
commitments 416 363 308<br />
Securities subscription and<br />
purchase commitments (1) 217 - -<br />
2,756 2,324 2,027<br />
Financing commitments to<br />
customers of finance<br />
companies 1,012 789 715<br />
Guarantees given 202 245 114<br />
Pledged or mortgaged assets (2) 458 973 912<br />
(1) In 2002, this commitment relates to the Chinese company Dongfeng Citroën<br />
Automotive Corp. – DCAC, accounted for by the equity method.<br />
(2) Details of pledged assets :<br />
Value<br />
(in millions of euros) Expiry of pledged Total<br />
date assets assets %<br />
Intangible assets N/A N/A<br />
Property, plant<br />
and equipment Indefinite 22<br />
Investments 2003 47<br />
2004 47<br />
2005 18<br />
2006 1<br />
2007 145<br />
2008 73<br />
2009 87<br />
> 2009 18<br />
436<br />
Total pledged assets 458 56,008 0.8<br />
c) Tax audit risks<br />
Group companies in France and in other countries are subject to<br />
regular tax audits. Potential reassessments resulting from these audits<br />
are reserved for. Reassessments by the tax authorities in the European<br />
Union usually relate to transfer prices. The Group considers that any<br />
such transfer price problems will be settled under the procedures<br />
provided for in international tax treaties and it should therefore be<br />
possible to avoid additional taxation.<br />
d) End-of-life vehicles<br />
European Directive 2000/53/EC of September 18, 2000 on end-of-life<br />
vehicles provides that:<br />
“Member States shall take the necessary measures to ensure that the<br />
delivery of the vehicle to an authorized treatment facility (…) occurs<br />
without any cost for the last holder and/or owner (…).<br />
Member States shall take the necessary measures to ensure that producers<br />
meet all, or a significant part of, the costs of the implementation of this<br />
measure and/or take back end-of life vehicles (…),<br />
- as from July 1, 2002 for vehicles put on the market as from this date,<br />
- as from January 1, 2007 for vehicles put on the market before<br />
July 1, 2002.”<br />
As of December 31, 2002 only four countries had transposed this<br />
Directive into national legislation:<br />
- for Austria and Norway the impact for the Group is not material,<br />
- for Germany a €6 million reserve has been booked representing the<br />
discounted value of estimated residual costs for the Group. This takes<br />
into account a €17 million saving due to the possibility of recycling<br />
catalytic converters,<br />
- for the Netherlands, a reserve of €37 million was booked at<br />
December 31, 2002, corresponding to the discounted value of the net<br />
residual cost potentially payable by the Group.<br />
In Spain, the royal decree concerning the transposition of the European<br />
Directive was signed on January 3, 2003. According to current<br />
estimates, any residual costs payable by the Group are not expected to<br />
be material.<br />
As of December 31, 2002, France had not yet transposed the Directive<br />
into national legislation. According to current estimates, based on the<br />
latest available draft of the applicable decree, the final cost to the<br />
Group will not be material.<br />
Certain countries such as Belgium, Denmark and Sweden have applied<br />
specific regulations concerning end-of-life vehicles for several years.<br />
Current commitments under these regulations do not give rise to any<br />
material residual costs for the Group.<br />
The actual costs that will be incurred in the other European Union<br />
countries cannot yet be reliably determined as no regulations are<br />
currently available.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 177
➔ Note 51 - Maturities of commitments<br />
The Group commitments analysed by maturity in the tables below are reported in the following notes:<br />
- Other borrowings of manufacturing and sales companies – notes 34 -a, 34-d<br />
- Financial company borrowings – note 36-a<br />
- Lines of credit – note 41<br />
- Off-balance sheet commitments – note 50.<br />
a) Contractual commitments<br />
1. Manufacturing and sales companies<br />
(in millions of euros)<br />
Payments due by period<br />
Total Within 1 year 1 to 5 years More than 5 years<br />
Borrowings 3,810 311 1,741 1,758<br />
Obligations under finance leases 251 32 122 97<br />
Commitments under operating leases 416 72 167 177<br />
Irrevocable purchase commitments 2,340 2,340 - -<br />
Total 6,817 2,755 2,030 2,032<br />
2. Finance companies<br />
(in millions of euros)<br />
Payments due by period<br />
Total Within 1 year 1 to 5 years More than 5 years<br />
Borrowings 17,085 10,067 6,386 632<br />
Total 17,085 10,067 6,386 632<br />
b) Other commercial commitments<br />
1. Manufacturing and sales companies<br />
(in millions of euros)<br />
Commitments by period<br />
Total Within 1 year 1 to 5 years More than 5 years<br />
Confirmed lines of credit not utilized (commitments received) (8,190) (545) (7,645) -<br />
Guarantees - commitments given 660 114 278 268<br />
2. Finance companies<br />
Financing commitments given to customers by the finance companies in the amount of €1,012 million have no fixed maturity.<br />
➔ Note 52 - Earnings per share<br />
a) Basic earnings per share are calculated on the basis of the average<br />
number of common shares outstanding during the year.<br />
The average number of shares is calculated by taking into account the<br />
number of shares issued and canceled during the period and the<br />
number of shares held in treasury stock (excluding shares acquired for<br />
allocation on exercise of stock options, which are carried in the balance<br />
sheet under “Short-term investments” (note 29-i)).<br />
The average number of shares outstanding in 2000 has been adjusted<br />
to take into account the July 1, 2001 six-for-one stock-split.<br />
b) Diluted earnings per share are calculated on the basis of the number<br />
of common shares that would be outstanding assuming the exercise of<br />
all stock options as described in note 29-e)1.<br />
1. Effect on the average number of shares of debenture<br />
conversions and the exercise of stock options<br />
2000<br />
2002 2001 proforma<br />
Average number of<br />
€1 par value shares<br />
outstanding 254,201,332 263,357,148 261,283,962<br />
Average number<br />
of 1994 convertible<br />
debentures outstanding N/A 1,122,305 11,780,178<br />
Dilutive effect of<br />
stock options<br />
determined by the<br />
treasury stock method N/A N/A 22,212<br />
Fully diluted average<br />
number of shares 254,201,332 264,479,453 273,086,352<br />
178<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
2. Effect of debenture conversions and the exercise of stock<br />
options on net income<br />
(in millions of euros) 2002 2001 2000<br />
Net income for the year 1,690 1,691 1,312<br />
Impact of conversion, net of tax - 1 9<br />
Total 1,690 1,692 1,321<br />
➔ Note 53 - Directors’ compensation<br />
(in millions of euros) 2002 2001 2000<br />
Compensation paid to:<br />
- members of the<br />
management bodies 7.8 6.7 6.3<br />
- members of the<br />
Supervisory Board 0.5 0.5 0.3<br />
Total 8.3 7.2 6.6<br />
Members of management bodies include members of the Managing<br />
Board, the Executive Committee and Senior Management.<br />
As of December 31, 2002, members of the Group’s management bodies<br />
held 977,600 options to purchase shares of Peugeot S.A. granted under<br />
the plans set up since 1999 for certain managers and officers.<br />
As of December 31, 2001, members of the Group’s management bodies<br />
held 711,600 options to purchase shares of Peugeot S.A. granted under<br />
the plans set up in 1999, 2000 and 2001.<br />
As of December 31, 2000, members of the Group’s management<br />
bodies held options to purchase the equivalent of 405,600 new shares<br />
of Peugeot S.A. granted under the plans set up in 1999 and 2000.<br />
➔ Note 54 - Auditors’ fees<br />
Fees paid to the Group’s statutory auditors and other audit firms break down as follows for 2002:<br />
(in millions of euros)<br />
Audit<br />
Pricewaterhouse<br />
Coopers Constantin Ernst & Young Other Total<br />
Statutory audit and contractual audits 7.3 0.9 0.8 0.1 9.1<br />
Other engagements 2.2 - 0.3 - 2.5<br />
Sub-total 9.5 0.9 1.1 0.1 11.6<br />
Other services<br />
Tax and legal 1.4 - 0.3 - 1.7<br />
Internal audit 0.1 - 0.1 - 0.2<br />
Other advisory services 0.1 - 0.1 - 0.2<br />
Sub-total 1.6 - 0.5 - 2.1<br />
Total 11.1 0.9 1.6 0.1 13.7<br />
o/w Automotive Equipment division 5.0 - 1.6 - 6.6<br />
Other divisions 6.1 0.9 - 0.1 7.1<br />
➔ Note 55 - Subsequent events<br />
a) Dongfeng Peugeot Citroën Automobile – DPCA<br />
Further to the agreements signed on October 25, 2002 between<br />
<strong>PSA</strong> Peugeot Citroën and Dongfeng Motors, Dongfeng Citroën<br />
Automotive Corp. - DCAC was renamed Dongfeng Peugeot Citroën<br />
Automobile – DPCA on January 23, 2003. The company’s capital was<br />
increased and each of its majority stockholders raised their stake to 32%.<br />
During 2003, the Group’s interest should increase to 50%, following<br />
the buyout of interests currently held by partner banks.<br />
b) Closure of the La Française de Mécanique foundry<br />
La Française de Mécanique, a jointly-owned subsidiary of the<br />
<strong>PSA</strong> Peugeot Citroën and Renault groups, considers the likelihood of<br />
discontinuing its foundry business at the beginning of 2006. This<br />
decision is in line with the scale-up of mechanical engineering<br />
operations, in preparation for the production of a future gasoline<br />
engine developed jointly by <strong>PSA</strong> Peugeot Citroën and BMW.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 179
180<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
F ive-year consolited statement of income<br />
(in millions of euros) 2002 2001 2000 1999 1998<br />
MANUFACTURING AND SALES COMPANIES<br />
Net sales 52,906 50,288 42,978 36,740 33,076<br />
Operating expenses<br />
Cost of goods and services sold (40,196) (38,647) (31,946) (27,443) (24,937)<br />
Selling, general and administrative expenses (8,251) (7,504) (7,550) (6,408) (5,937)<br />
Research and development costs (1,865) (1,733) (1,625) (1,457) (1,301)<br />
(50,312) (47,884) (41,121) (35,308) (32,175)<br />
Operating margin 2,594 2,404 1,857 1,432 901<br />
Early-termination plan costs (158) (31) 32 (431) -<br />
Other income and (expenses), net<br />
Restructuring costs (124) (115) (41) (54) (66)<br />
Interest income (expense), net (25) (48) 86 (22) (24)<br />
Other income and (expenses), net 22 193 21 (1) (191)<br />
(127) 30 66 (77) (281)<br />
Income before tax of fully-consolidated companies 2,309 2,403 1,955 924 620<br />
Income taxes (666) (750) (601) (251) (252)<br />
Net income of fully-consolidated manufacturing<br />
and sales companies 1,643 1,653 1,354 673 368<br />
FINANCE COMPANIES<br />
Revenues<br />
From third parties 1,530 1,375 1,203 1,067 682<br />
From Group manufacturing and sales companies 170 212 184 127 160<br />
1,700 1,587 1,387 1,194 842<br />
Operating expenses (1,381) (1,339) (1,123) (952) (651)<br />
Operating margin 319 248 264 242 191<br />
Other income and (expenses), net (3) (4) (3) (7) (1)<br />
Income before tax of fully-consolidated companies 316 244 261 235 190<br />
Income taxes (111) (85) (112) (105) (61)<br />
Net income of fully-consolidated finance companies 205 159 149 130 129<br />
Net income of fully-consolidated companies 1,848 1,812 1,503 803 497<br />
Net earnings of companies at equity 22 9 19 31 38<br />
Amortization of goodwill (163) (140) (199) (60) (41)<br />
Net income before minority interests 1,707 1,681 1,323 774 494<br />
(Income) loss attributable to minority interests (17) 10 (11) (45) (10)<br />
Net income 1,690 1,691 1,312 729 484<br />
Basic earnings per €1 par value share<br />
- average number of common shares outstanding 254,201,332 263,357,148 261,283,962 284,425,614 300,675,288<br />
- in euros, per share 6.65 6.42 5.02 2.56 1.61<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 181
F ive-year consolidated balance sheet - Assets<br />
(in millions of euros) 2002 2001 2000 1999 1998<br />
MANUFACTURING AND SALES COMPANIES<br />
Goodwill 2,120 2,225 1,054 1,215 892<br />
Intangible assets 194 183 136 105 19<br />
Property, plant and equipment 11,545 11,461 10,359 9,454 9,336<br />
Investments<br />
Receivables and investment securities 929 624 1,110 1,172 935<br />
Investments in companies at equity 351 215 203 194 196<br />
Shares in non-consolidated companies 85 238 254 128 127<br />
Loans to Group finance companies - - 339 575 276<br />
1,365 1,077 1,906 2,069 1,534<br />
Other non-current assets<br />
Long-term deferred income taxes 308 184 86 118 297<br />
Other non-current assets 257 204 176 231 177<br />
565 388 262 349 474<br />
Current operating assets<br />
Inventories 6,167 6,218 5,171 4,100 4,016<br />
Accounts and notes receivables 3,381 3,451 2,962 2,642 2,390<br />
Short-term income tax assets 980 935 485 361 253<br />
Other receivables 2,619 2,585 2,207 1,794 1,119<br />
Receivables from Group finance companies 238 306 311 162 166<br />
13,385 13,495 11,136 9,059 7,944<br />
Current financial assets<br />
Loans 397 260 207 186 358<br />
Short-term investments 1,089 1,013 1,246 1,030 863<br />
Cash and cash equivalents 4,532 5,520 3,143 3,118 922<br />
Current accounts balances from Group finance companies 97 123 1,077 1,707 2,190<br />
6,115 6,916 5,673 6,041 4,333<br />
Total manufacturing and sales companies 35,289 35,745 30,526 28,292 24,532<br />
FINANCE COMPANIES<br />
Goodwill 80 86 90 95 104<br />
Non-current assets<br />
Intangible assets 30 21 20 7 3<br />
Property, plant and equipment 51 52 131 126 117<br />
Long-term deferred income taxes 47 29 28 25 39<br />
Other 202 206 225 363 273<br />
330 308 404 521 432<br />
Customer receivables<br />
Finance receivables 15,732 15,740 14,155 12,182 10,393<br />
Other customer receivables 295 242 205 309 209<br />
Receivables from manufacturing and sales 208 241 299 323 -<br />
16,235 16,223 14,659 12,814 10,602<br />
Other operating assets<br />
Short-term income tax assets 63 53 16 17 14<br />
Other receivables 923 742 550 512 367<br />
Receivables from manufacturing and sales 65 41 99 216 415<br />
1,051 836 665 745 796<br />
Current financial assets<br />
Short-term investments 87 71 31 99 727<br />
Cash and cash equivalents 2,936 2,146 251 231 156<br />
Receivables from manufacturing and sales companies - 1 13 - -<br />
3,023 2,218 295 330 883<br />
Total finance companies 20,719 19,671 16,113 14,505 12,817<br />
Total assets 56,008 55,416 46,639 42,797 37,349<br />
182<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
F ive-year consolidated balance sheet - Liabilities and<br />
stockholders’ equity<br />
(in millions of euros) 2002 2001 2000 1999 1998<br />
Stockholders' equity<br />
Common stock 259 259 278 273 267<br />
Capital in excess of par value of stock - - 276 149 822<br />
Retained earnings 11,875 10,479 9,515 8,383 7,698<br />
Treasury stock (568) (51) (507) (250) -<br />
Cumulative translation adjustment (582) (405) (201) (223) (285)<br />
10,984 10,282 9,361 8,332 8,502<br />
MANUFACTURING AND SALES COMPANIES<br />
Minority interests 640 689 579 585 493<br />
Non-current liabilities<br />
Long-term deferred income taxes 1,104 1,163 1,129 1,187 1,377<br />
Reserves for contingencies and liabilities 1,727 1,394 1,322 1,459 1,118<br />
Other long-term liabilities 95 69 70 68 72<br />
2,926 2,626 2,521 2,714 2,567<br />
Long-term debt 3,499 3,635 1,977 2,653 2,539<br />
Current liabilities<br />
Accounts and notes payable 9,912 9,173 8,503 7,117 5,854<br />
Short-term income tax liabilities 646 808 625 185 126<br />
Other payables 5,228 5,409 4,413 4,389 3,283<br />
Due to Group finance companies 84 86 117 97 92<br />
15,870 15,476 13,658 11,788 9,355<br />
Short-term debt<br />
Convertible debentures - - 113 - -<br />
Current portion of long-term debt 311 299 408 566 232<br />
Short-term financing and bank overdrafts 2,451 3,920 2,924 2,470 1,568<br />
Bank overdrafts from Group finance companies 189 197 293 442 323<br />
2,951 4,416 3,738 3,478 2,123<br />
Total manufacturing and sales companies 25,886 26,842 22,473 21,218 17,077<br />
FINANCE COMPANIES<br />
Minority interests 91 103 79 64 42<br />
Subordinated perpetual securities - - - 183 183<br />
Non-current liabilities<br />
Long-term deferred income taxes 150 122 119 81 61<br />
Reserves for contingencies and liabilities 53 45 31 31 29<br />
Other long-term liabilities - 14 - - -<br />
203 181 150 112 90<br />
Financing liabilities<br />
Borrowings 17,085 16,143 11,585 9,401 7,547<br />
Other financing liabilities 111 120 386 261 660<br />
Bank overdrafts 86 125 68 91 81<br />
Current account advances from manufacturing and<br />
sales companies 45 109 1,438 2,041 -<br />
17,327 16,497 13,477 11,794 8,288<br />
Customer deposits<br />
Customer deposits 113 85 99 57 67<br />
Deposits from Group manufacturing and sales companies 52 14 - - -<br />
165 99 99 57 67<br />
Other operating liabilities<br />
Short-term income tax liabilities 64 106 43 49 52<br />
Other payables 1,050 1,000 667 585 416<br />
Due to Group manufacturing and sales companies 238 306 290 403 2,632<br />
1,352 1,412 1,000 1,037 3,100<br />
Total finance companies 19,138 18,292 14,805 13,247 11,770<br />
Total liabilities and stockholders’ equity 56,008 55,416 46,639 42,797 37,349<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 183
F ive-year consolited statement of cash flows<br />
(in millions of euros) 2002 2001 2000 1999 1998<br />
MANUFACTURING AND SALES COMPANIES<br />
Net income of fully-consolidated companies 1,643 1,653 1,354 673 368<br />
Adjustments to reconcile net income to net cash<br />
provided by operations<br />
- Depreciation and amortization 2,165 1,974 1,877 1,771 1,805<br />
- Net increase (decrease) in allowances and reserves 352 8 (158) 264 (102)<br />
- Change in long-term deferred income taxes (80) (107) (32) (14) 93<br />
- (Gains) losses on disposals of assets and other (17) (88) 186 (17) (176)<br />
Dividends received from companies at equity (4) - (6) 5 (13)<br />
Working capital provided by operations 4,059 3,440 3,221 2,682 1,975<br />
Change in operating assets and liabilities 330 (422) (238) 1,354 1,079<br />
Net cash provided by operations - manufacturing and<br />
sales companies 4,389 3,018 2,983 4,036 3,054<br />
Proceeds from disposals of non-consolidated companies 5 23 23 5 2<br />
Proceeds from disposals of subsidiaries - - 30 91 -<br />
Proceeds from disposals of property, plant and equipment 172 443 100 179 82<br />
Capital expenditure (2,790) (2,938) (2,898) (1,971) (1,638)<br />
Acquisitions of shares in subsidiaries (56) (1,575) (18) (259) (1,166)<br />
Investments in non-consolidated companies (25) (33) (164) (5) (19)<br />
Effect of changes in scope of consolidation and other (268) 54 (134) (31) 530<br />
Net cash used by investing activities - manufacturing and<br />
sales companies (2,962) (4,026) (3,061) (1,991) (2,209)<br />
FINANCE COMPANIES<br />
Net income of fully-consolidated companies 205 159 149 130 129<br />
Adjustments to reconcile net income to net cash 34 1 73 84 21<br />
Working capital provided by operations 239 160 222 214 150<br />
Change in operating assets and liabilities 557 1,660 (887) (344) 909<br />
Net cash provided (used) by operations -<br />
finance companies 796 1,820 (665) (130) 1,059<br />
Net cash provided (used) by investing activities -<br />
finance companies 80 68 104 (56) (501)<br />
GROUP<br />
Dividends paid:<br />
- to Peugeot S.A. stockholders (294) (217) (118) (73) (23)<br />
- to minority stockholders of consolidated companies (43) (13) (12) (37) (12)<br />
Issuance of shares - 109 132 3 -<br />
Purchases of treasury stock (517) (458) (257) (953) -<br />
Buybacks of convertible debentures - - (555) - -<br />
Change in other financial assets and liabilities (1,666) 3,872 1,468 1,266 (1,773)<br />
Other 46 123 38 186 146<br />
Net cash provided (used) by financing activities (2,474) 3,416 696 392 (1,662)<br />
Effect of exchange rate changes (27) (24) (12) 20 48<br />
Increase (decrease) in cash and cash equivalents (198) 4,272 45 2,271 (211)<br />
Cash and cash equivalents at beginning of period 7,666 3,394 3,349 1,078 1,289<br />
Cash and cash equivalents at period-end 7,468 7,666 3,394 3,349 1,078<br />
184<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
C onsolidated companies as at December 31, 2002<br />
F : fully consolidated<br />
Company<br />
HOLDING COMPANY AND OTHER<br />
E : accounted for by the equity method<br />
Percent Percent<br />
F/E controlled consolidated<br />
Peugeot S.A. - -<br />
Paris - France<br />
Grande Armée Participations<br />
Paris - France F 100.00 100.00<br />
<strong>PSA</strong> International S.A.<br />
Geneva - Switzerland F 99.87 99.87<br />
G.I.E. <strong>PSA</strong> Trésorerie<br />
Paris - France F 100.00 99.97<br />
Financière Pergolèse<br />
Paris - France F 100.00 100.00<br />
D.J. 06<br />
Paris - France F 100.00 100.00<br />
Pergolèse Investissement<br />
Paris - France F 100.00 100.00<br />
GIMP<br />
Paris - France F 100.00 100.00<br />
D.J. 10<br />
Paris - France F 100.00 100.00<br />
Pergolèse Immobilier<br />
Paris - France F 100.00 100.00<br />
D.J. 11<br />
Paris - France F 100.00 100.00<br />
Pergolèse International<br />
Paris - France F 100.00 100.00<br />
Société Anonyme de Réassurance<br />
Luxembourgeoise - Saral<br />
Luxemburg - Luxemburg F 100.00 100.00<br />
Process Conception Ingénierie S.A.<br />
Paris - France F 100.00 100.00<br />
Process Conception Ingénierie GmbH<br />
Wiesbaden - Germany F 100.00 100.00<br />
PCI do Brasil Ltda<br />
Rio de Janeiro - Brazil F 100.00 100.00<br />
PCI Argentina S.A.<br />
Buenos Aires - Argentina F 100.00 100.00<br />
Société de Construction d’Equipements de<br />
Mécanisations et de Machines - SCEMM<br />
Saint-Etienne - France F 100.00 100.00<br />
Peugeot Citroën Moteurs<br />
Nanterre - France F 99.99 99.99<br />
Société de Constructions Mécaniques<br />
Panhard & Levassor<br />
Paris - France F 99.99 99.99<br />
Peugeot Motocycles<br />
Mandeure - France F 74.99 74.99<br />
Peugeot Motocycles Italia S.p.A.<br />
Milan - Italy F 100.00 76.24<br />
Peugeot Motocycles Deutschland<br />
Walldorf - Germany F 100.00 74.97<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
AUTOMOBILE DIVISION<br />
Peugeot Citroën Automobiles S.A.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Sochaux S.N.C.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Mulhouse S.N.C.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Aulnay S.N.C.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Rennes S.N.C.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Poissy S.N.C.<br />
Paris - France F 100.00 99.99<br />
Peugeot Citroën Mécanique<br />
du Nord Ouest S.N.C.<br />
Paris - France F 100.00 100.00<br />
Peugeot Citroën Mécanique de l'Est<br />
S.N.C.<br />
Paris - France F 100.00 100.00<br />
Société Mécanique Automobile de l'Est<br />
Trémery - France F 100.00 100.00<br />
Société Européenne de Véhicules<br />
Légers du Nord - Sevelnord<br />
Paris - France E 50.00 50.00<br />
Talbot<br />
Paris - France F 100.00 99.99<br />
Società Europea Veicoli Leggeri -<br />
Sevel S.p.A.<br />
Atessa - Italy E 50.00 50.00<br />
G.I.E. <strong>PSA</strong> Peugeot Citroën<br />
Paris - France F 100.00 100.00<br />
Gisevel<br />
Paris - France E 50.00 50.00<br />
Sevelind<br />
Paris - France E 50.00 50.00<br />
Francaise de Mécanique<br />
Douvrin - France E 50.00 50.00<br />
Société de Transmissions Automatiques<br />
Barlin - France E 20.00 20.00<br />
Siemens Automotive Hydrolics<br />
Asnières - France E 48.00 48.00<br />
Sora S.A.<br />
Poissy - France F 99.88 99.88<br />
Peugeot Citroën Logistic Deutschland<br />
Saarbrucken - Germany F 100.00 100.00<br />
Peugeot Citroën Automobiles UK<br />
Coventry - United Kingdom F 100.00 100.00<br />
Peugeot Citroën Automoviles España S.A.<br />
Madrid - Spain F 100.00 100.00<br />
Sogedac España<br />
Villaverde - Spain F 99.99 99.99<br />
Toyota Peugeot Citroën Automobile<br />
Kolin - Czech Republic E 50.00 50.00<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 185
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Peugeot Citroën do Brasil Automoveis<br />
São Paulo - Brazil F 100.00 100.00<br />
Peugeot Citroën Argentina S.A.<br />
Buenos Aires - Argentina F 99.61 99.60<br />
Cociar S.A.<br />
Buenos Aires - Argentina F 100.00 99.60<br />
Aupe S.A.<br />
Buenos Aires - Argentina F 100.00 99.60<br />
Cisa<br />
Buenos Aires - Argentina F 100.00 99.60<br />
Dongfeng Citroën Automotive Corp.<br />
- DCAC<br />
Wuhan - China E 26.88 26.88<br />
Automobiles Peugeot<br />
Paris - France F 100.00 100.00<br />
Peugeot Motor Company Plc<br />
Coventry - United Kingdom F 100.00 100.00<br />
Peugeot Securities Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Société Commerciale Paris Franche-Comté<br />
Paris - France F 99.99 99.99<br />
Botzaris Automobiles<br />
Paris - France F 99.99 99.99<br />
Société Commerciale Automobile<br />
Paris - France F 100.00 100.00<br />
Parisud S.A.<br />
Malakoff - France F 99.88 99.86<br />
Sodexa<br />
Courbevoie - France F 99.99 99.99<br />
Seine et Marne Automobile<br />
Le Vert Saint-Denis - France F 99.99 99.98<br />
Société Brestoise des Garages de Bretagne<br />
Brest - France F 100.00 100.00<br />
Etablissements Boniface<br />
Saint-Etienne - France F 99.92 99.92<br />
Société Industrielle Automobile<br />
de Champagne<br />
Cormontreuil - France F 99.76 99.76<br />
Société Industrielle Automobile du Havre<br />
Le Havre - France F 99.98 99.98<br />
Société Industrielle Automobile<br />
du Languedoc<br />
Toulouse - France F 99.89 99.89<br />
Société Industrielle Automobile<br />
de Lorraine<br />
Vandoeuvre-Les-Nancy - France F 99.99 99.99<br />
Société Industrielle Automobile<br />
de Mulhouse<br />
Mulhouse - France F 100.00 100.00<br />
Société Industrielle Automobile du Nord<br />
Lille - France F 99.99 99.99<br />
Nord Cotentin Automobile<br />
Tourlaville - France F 100.00 100.00<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Peugeot Systèmes<br />
Paris - France F 100.00 100.00<br />
Société Industrielle Automobile<br />
de Normandie<br />
Rouen - France F 99.95 99.95<br />
Société Industrielle Automobile<br />
de l'Ouest<br />
Orvault - France F 99.99 99.99<br />
Société Industrielle Automobile<br />
Paris Nord<br />
Paris - France F 99.80 99.80<br />
Société Industrielle Automobile<br />
de Provence<br />
Marseille - France F 99.74 99.74<br />
Société Industrielle Automobile<br />
du Sud-Ouest<br />
Le Bouscat - France F 99.99 99.99<br />
Société Lyonnaise d'Industrie<br />
et de Commerce Automobile<br />
Vénissieux - France F 99.92 99.91<br />
Régionale Francaise Automobile<br />
Cesson Sévigné - France F 99.67 99.67<br />
Grands Garages de l'Hérault<br />
Montpellier - France F 99.99 99.99<br />
Grands Garages de Nice et du Littoral<br />
Nice - France F 99.90 99.90<br />
Peugeot Belgique Luxembourg S.A.<br />
Nivelles - Belgium F 100.00 100.00<br />
S.A. Peugeot Distribution Service N.V.<br />
Brussels - Belgium F 100.00 100.00<br />
Peugeot Nederland N.V.<br />
Utrecht - Netherlands F 100.00 100.00<br />
Peugeot Deutschland GmbH<br />
Saarbrucken - Germany F 100.00 100.00<br />
Peugeot Bayern GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Berlin Brandenburg GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Westfalen GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Niederrhein GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Main / Taunus GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Freiburg GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Hanse GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Nordhessen GmbH<br />
Nordhessen - Germany F 100.00 99.99<br />
Peugeot Hannover GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
186<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Peugeot Rheinland GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Rein-Neckar GmbH<br />
Rein-Neckar - Germany F 100.00 99.99<br />
Peugeot Saartal GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Sachsen GmbH<br />
Sachsen - Germany F 100.00 99.99<br />
Peugeot Schwaben GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Weser-Ems GmbH<br />
Weser-Ems - Germany F 100.00 99.99<br />
Peugeot Mainz Wiesbaden GmbH<br />
Saarbrucken - Germany F 100.00 99.99<br />
Peugeot Automobili Italia S.p.A.<br />
Milan - Italy F 100.00 100.00<br />
Peugeot Milan<br />
Milan - Italy F 100.00 99.98<br />
Peugeot Gianicolo S.p.A.<br />
Rome - Italy F 100.00 99.98<br />
Talbot Exports Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Robins and Day Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Realtal UK Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Palmer (St Albans) Ltd<br />
Coventry - United Kingdom F 65.18 65.18<br />
Melvin Motors Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Robins and Day Investments Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Boomcite Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Richard Rhodes (Wigan) Ltd<br />
Coventry - United Kingdom F 71.83 71.83<br />
Mike Thompson (Stafford) Ltd<br />
Coventry - United Kingdom F 71.83 71.83<br />
David Kerr (Chelmsford) Ltd<br />
Coventry - United Kingdom F 71.83 71.83<br />
Peter Ambrose (Castleford) Ltd<br />
Coventry - United Kingdom F 80.00 80.00<br />
Telford Motors Ltd<br />
Coventry - United Kingdom F 80.00 80.00<br />
Peugeot España S.A.<br />
Madrid - Spain F 100.00 100.00<br />
Urbanizadora Pozo Blanco<br />
Madrid - Spain F 100.00 100.00<br />
Hispanomocion S.A.<br />
Madrid - Spain F 100.00 100.00<br />
Peugeot Portugal Automoveis S.A.<br />
Lisbon - Portugal F 100.00 100.00<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Peugeot (Suisse) S.A.<br />
Bern - Switzerland F 100.00 100.00<br />
Lowen Garage AG<br />
Bern - Switzerland F 99.00 97.00<br />
Acacias Motors S.A.<br />
Geneva - Switzerland F 99.02 99.02<br />
Peugeot Austria GmbH<br />
Vienna - Austria F 100.00 100.00<br />
Peugeot Autohaus GmbH<br />
Vienna - Austria F 100.00 100.00<br />
Peugeot Polska S.p.Z.o.o.<br />
Warsaw - Poland F 100.00 100.00<br />
Peugeot Ceska Republica S.r.o.<br />
Prague - Czech Republic F 100.00 100.00<br />
Peugeot Slovakia<br />
Brastislava - Slovakia F 100.00 100.00<br />
Peugeot Hungaria Kft<br />
Budapest - Hungary F 100.00 100.00<br />
Peugeot Slovenija d.o.o. P.Z.D.A.<br />
Ljubljana - Slovenia F 100.00 100.00<br />
Peugeot Hrvatska d.o.o.<br />
Zagreb - Croatia F 100.00 100.00<br />
Peugeot Otomotiv Pazarlama AS - POPAS<br />
Istanbul - Turkey F 60.00 60.00<br />
Peugeot Algerie S.p.A.<br />
Alger - Algeria F 99.99 99.99<br />
Peugeot Egypte S.A.E.<br />
Cairo - Egypt F 90.09 90.09<br />
Peugeot Motors of America<br />
Little Falls - United States F 100.00 100.00<br />
Peugeot Chile<br />
Santiago of Chile - Chile F 96.92 96.92<br />
Automotores Franco Chilena S.A.<br />
Santiago of Chile - Chile F 100.00 99.73<br />
Peugeot Mexico<br />
Mexico - Mexico F 100.00 100.00<br />
Peugeot Japan KK Co Ltd<br />
Tokyo - Japan F 100.00 100.00<br />
Peugeot Motors South-Africa<br />
Johannesburg - South Africa F 100.00 100.00<br />
Automobiles Citroën<br />
Paris - France F 100.00 100.00<br />
Société Commerciale Citroën<br />
Paris - France F 99.96 99.96<br />
Citroën Champ de Mars<br />
Paris - France F 99.92 99.92<br />
Citer<br />
Paris - France F 98.34 98.34<br />
Citroën Paris<br />
Paris - France F 100.00 100.00<br />
Citroën Belux S.A. - N.V.<br />
Brussels - Belgium F 100.00 100.00<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 187
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Société Belge des Automobiles Citroën<br />
Brussels - Belgium F 100.00 100.00<br />
Citroën Nederland B.V.<br />
Amsterdam - Netherlands F 100.00 100.00<br />
Citroën Deutschland AG<br />
Cologne - Germany F 99.95 99.95<br />
Citroën Commerce GmbH<br />
Cologne - Germany F 100.00 99.95<br />
Citroën Italia S.p.A.<br />
Milan - Italy F 100.00 100.00<br />
Citroën U.K.Ltd<br />
Coventry - United Kingdom F 100.00 100.00<br />
Citroën Sverige AB<br />
Vallingby - Sweden F 100.00 100.00<br />
Citroën Danmark A/S<br />
Copenhagen - Denmark F 100.00 100.00<br />
Citroën Norge A/S<br />
Skaarer - Norway F 100.00 100.00<br />
Citroën (Suisse) S.A.<br />
Geneva - Switzerland F 100.00 100.00<br />
Citroën Osterreich GmbH<br />
Vienna - Austria F 100.00 100.00<br />
Citroën Lusitania S.A.<br />
Mangualde - Portugal F 84.48 84.39<br />
Automoveis Citroën S.A.<br />
Lisbon - Portugal F 99.99 99.99<br />
Automoviles Citroën España<br />
Madrid - Spain F 99.62 99.62<br />
Comercial Citroën S.A.<br />
Madrid - Spain F 99.96 96.53<br />
Autotransporte Turistico Español S.A.<br />
(Atesa)<br />
Madrid - Spain F 100.00 96.57<br />
Garaje Eloy Granollers S.A.<br />
Granollers - Spain F 100.00 99.41<br />
Motor Talavera<br />
Talavera - Spain F 100.00 99.41<br />
Rafael Ferriol S.A.<br />
Alboraya - Spain F 100.00 99.41<br />
Citroën Hungaria Kft<br />
Budapest - Hungary F 100.00 100.00<br />
Citroën Polska S.p.Z.o.o.<br />
Warsaw - Poland F 100.00 100.00<br />
Citroën Slovenija d.o.o.<br />
Komer - Slovenia F 100.00 100.00<br />
Citroën - Hrvatska d.o.o.<br />
Zagreb - Croatia F 100.00 100.00<br />
Citroën Slovakia S.r.o.<br />
Brastislava - Slovakia F 100.00 100.00<br />
Citroën Tchéquie<br />
Prague - Czech Republic F 100.00 100.00<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Citroën do Brasil<br />
São Paulo - Brazil F 100.00 100.00<br />
AUTOMOTIVE EQUIPMENT<br />
Faurecia<br />
Boulogne-Billancourt - France F 71.50 71.50<br />
Faurecia Investments<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Financière Faurecia<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Société Financière pour l'Equipement<br />
Automobile SFEA<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Faurecia Sièges d'Automobiles S.A.<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Faurecia Systèmes d'Echappement<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Blériot Investissements<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Faurecia Services Groupe<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Siemar<br />
Sandouville - France F 100.00 71.50<br />
Faurecia Industries<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Trecia<br />
Etupes - France F 100.00 71.50<br />
Siebret<br />
Redon - France F 100.00 71.50<br />
Sielest<br />
Pulversheim - France F 100.00 71.50<br />
Siedoubs<br />
Montbeliard - France F 100.00 71.50<br />
Sienor<br />
Lieu Saint Amand - France F 100.00 71.50<br />
Sieval<br />
Boulogne-Billancourt - France F 100.00 71.50<br />
Sieto<br />
Somain - France F 100.00 71.50<br />
Société de Textile de l'Ostrevant Sotexo<br />
Somain - France F 100.00 71.50<br />
Sieloir<br />
Romorantin - France F 100.00 71.50<br />
ECSA - Etudes et Construction<br />
de Sièges pour l'Automobile<br />
Crevin - France F 100.00 71.50<br />
EAK - Composants pour l'Automobile S.A.<br />
Valentigney - France F 51.00 36.47<br />
EAK - Composants pour l'Automobile S.N.C.<br />
Valentigney - France F 51.00 36.47<br />
Faurecia Automotive Interieur France<br />
Nanterre - France F 96.82 69.23<br />
188<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Faurecia Automotive Holding<br />
Nanterre - France F 100.00 71.50<br />
Faurecia Intérieur Industrie<br />
Nanterre - France F 98.38 70.34<br />
Faurecia Automotive Industrie<br />
Nanterre - France F 98.38 70.34<br />
SAI Automotive Sandouville<br />
Nanterre - France F 96.82 69.23<br />
SAS Automotive France<br />
Nanterre - France E 48.41 34.61<br />
Sté Automobile du Cuir de Vesoul<br />
Vesoul - France F 100.00 71.50<br />
Société Internationale<br />
de Participations S.I.P.<br />
Brussels - Belgium F 100.00 71.50<br />
Faurecia Industrie N.V.<br />
Gent - Belgium F 96.82 69.23<br />
SAI Automotive Silux<br />
Eselborn - Luxemburg F 96.82 69.23<br />
Faurecia Autositze GmbH & Co KG<br />
Stadthagen - Germany F 100.00 71.50<br />
Faurecia Kunstoffe<br />
Automobilsysteme GmbH<br />
Ingolstadt - Germany F 100.00 71.50<br />
Faurecia Abgastechnik GmbH<br />
Furth - Germany F 100.00 71.50<br />
Leistritz Abgastechnik Stollberg GmbH<br />
Pfaffenhain - Germany F 100.00 71.50<br />
Faurecia Deutschland Holding<br />
GmbH & Co KG<br />
Stadthagen - Germany F 99.99 71.49<br />
Faurecia Innenraum Systeme Köln<br />
GmbH Cologne - Germany F 96.82 69.23<br />
Faurecia Innenraum Systeme<br />
Emden GmbH<br />
Emden - Germany F 100.00 71.50<br />
ECIA GmbH<br />
Furth - Germany F 100.00 71.50<br />
SIP Verwaltungs GmbH<br />
Stadthagen - Germany F 100.00 71.50<br />
A.P. Parts Europe GmbH<br />
Aachen - Germany F 100.00 71.50<br />
A.P. Parts Europe Technical Center GmbH<br />
Aachen - Germany F 100.00 71.50<br />
SAI Automotive AG<br />
Frankfurt - Germany F 96.82 69.23<br />
SAI Automotive Wörth<br />
Wörth am Rhein - Germany F 96.82 69.23<br />
SAI Automotive SAL GmbH<br />
Wörth am Rhein - Germany F 96.82 69.23<br />
SAI Automotive Peine GmbH<br />
Peine - Germany F 96.82 69.23<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
SAI Automotive TDW GmbH<br />
Sassenburg - Germany F 96.82 69.23<br />
SAI Automotive VWM GmbH<br />
Hameln - Germany F 96.82 69.23<br />
SAS Autosystemtechnik GmbH & Co KG<br />
Karlsrühe - Germany E 48.41 34.61<br />
SAS Autosystemtechnik Verwaltung<br />
Karlsrühe - Germany E 48.41 34.61<br />
Faurecia Netherland Holding B.V.<br />
Roermond - Netherlands F 100.00 71.50<br />
Faurecia Exhaust Systems B.V.<br />
Roermond - Netherlands F 100.00 71.50<br />
Faurecia Exhaust Systems A.B.<br />
Torsas - Sweden F 100.00 71.50<br />
Sai Automotive SAL Sweden A.B.<br />
Torsas - Sweden F 96.82 69.23<br />
United Parts Exhaust Systems A.B.<br />
Torsas - Sweden F 100.00 71.50<br />
Faurecia Asientos para Automovil<br />
España<br />
Madrid - Spain F 100.00 71.50<br />
Asientos de Castilla Leon S.A.<br />
Madrid - Spain F 100.00 71.50<br />
Asientos de Galicia S.L.<br />
Vigo - Spain F 100.00 71.50<br />
Asientos del Norte S.A.<br />
Vitoria - Spain F 100.00 71.50<br />
Industrias Cousin Frères S.L.<br />
Burlada - Spain F 50.01 35.76<br />
Tecnoconfort<br />
Pamplona - Spain F 50.00 35.75<br />
Faurecia Sistemas de Escape España S.A.<br />
Vigo - Spain F 100.00 71.60<br />
Armaduras de Asientos Ardasa S.A.<br />
Burgos - Spain E 49.99 35.74<br />
Faurecia Automotive España S.A.<br />
Madrid - Spain F 96.82 69.23<br />
SAI Automotive Lignotock<br />
Valencia - Spain F 96.82 69.23<br />
SAI Automotive SALC España S.A.<br />
Valencia - Spain F 96.82 69.23<br />
Cartera Inversiones Enrich S.A.<br />
Madrid - Spain F 96.82 69.23<br />
Component de Vehicules de Galicia<br />
Porrino - Spain E 48.41 34.61<br />
Copo Iberica S.A.<br />
Vigo - Spain E 34.00 24.31<br />
Sas Autosystem Technick S.A.<br />
Pamplona - Spain E 48.41 34.61<br />
Valencia Modulos de Puerta S.L.<br />
Valencia - Spain F 100.00 71.50<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 189
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Faurecia Assentos de Automovel Limitada<br />
Sao Jao de Madeira - Portugal F 99.99 71.49<br />
Faurecia Sistemas de Escape<br />
Portugal LDA<br />
Concelho de Bragança - Portugal F 100.00 71.50<br />
Sasal<br />
Sao Jao de Madeira - Portugal F 99.99 71.49<br />
Vanpro Assentos Limitada<br />
Palmela - Portugal E 50.00 35.75<br />
SAI Automotive Portugal<br />
Palmela - Portugal F 96.82 69.23<br />
SAS Palmela<br />
Palmela - Portugal E 48.41 34.61<br />
Faurecia Automotiv Seating UK Ltd<br />
Coventry - United Kingdom F 100.00 71.50<br />
Faurecia Midlands Ltd<br />
Coventry - United Kingdom F 100.00 71.50<br />
SAI Automotive Telford Ltd<br />
Telford - United Kingdom F 96.82 69.23<br />
SAI Automotive Fradley Ltd<br />
Fradley - United Kingdom F 96.82 69.23<br />
SAI Automotive Washington Ltd<br />
Washington - United Kingdom F 96.82 69.23<br />
SAI Automotive SAL UK Ltd<br />
Billericay - United Kingdom F 96.82 69.23<br />
Faurecia Fotele Samachodowe Sp.Z.o.o.<br />
Grojec - Poland F 100.00 71.50<br />
Faurecia Walbrzych Sp.Z.o.o.<br />
Walbrzych - Poland F 100.00 71.50<br />
Faurecia Gorzow Sp.Z.o.o.<br />
Gorzow - Poland F 96.82 69.23<br />
SAI Automotive Polska Sp.Z.o.o.<br />
Legntza - Poland F 96.82 69.23<br />
Faurecia Systemy Klerowricze Sp.Z.o.o.<br />
Walbrzych - Poland F 100.00 71.50<br />
SAI Automotive Bratislava S.r.o.<br />
Bratislava - Slovakia F 96.82 69.23<br />
Faurecia Magyarorszag<br />
Kipufogo-Rendszer Kft<br />
Vasvar - Hungary F 100.00 71.50<br />
Faurecia Exhaust Systems S.r.o.<br />
Bakov - Czech Republic F 100.00 71.50<br />
Faurecia Lecotex<br />
Tabor - Czech Republic F 95.93 68.59<br />
SAI Automotive Bohemia S.r.o.<br />
Mlada Boleslav - Czech Republic F 96.82 69.23<br />
SAS Autosystemtechnik S.r.o.<br />
Mlada Boleslav - Czech Republic E 48.41 34.61<br />
Teknik Malzeme<br />
Bursa - Turkey E 50.00 35.75<br />
Sté Tunisienne d'Equipements<br />
d’Automobile<br />
Ben Arous - Tunisia F 100.00 71.50<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
SAI Automotive Polifleks<br />
Istanbul - Turkey F 96.82 69.23<br />
Faurecia Automotive Seating Canada Ltd<br />
Mississauga - Canada F 100.00 71.50<br />
Faurecia Canada Investment Company<br />
Montreal - Canada F 100.00 71.50<br />
WBF Technologies<br />
Mississauga - Canada E 49.99 35.74<br />
Faurecia USA Holding Inc.<br />
Wilmington - United States F 100.00 71.50<br />
Faurecia Automotive Holding Inc.<br />
Wilmington - United States F 100.00 71.50<br />
Faurecia Automotiv Seating Inc.<br />
Troy - United States F 100.00 71.50<br />
Dynamec Inc.<br />
Wilmington - United States F 50.00 35.75<br />
Faurecia E.S. Holdings<br />
Dover - United States F 100.00 71.50<br />
Faurecia Exhaust Systems Inc.<br />
Wilmington - United States F 100.00 71.50<br />
SAI Automotive USA Inc.<br />
Farnington Hills - United States F 96.82 69.23<br />
SAI Automotive Fountain Inn<br />
Fountain Inn - United States F 96.82 69.23<br />
SAI Automotive USA SAL Inc.<br />
Wilmington - United States F 96.82 69.23<br />
Faurecia Bancos para Automoveis Ltda<br />
Quatro-Barras - Brazil F 100.00 71.50<br />
Faurecia Sistemas de Escapamento<br />
do Brasil Ltda<br />
São Paulo - Brazil F 100.00 71.50<br />
SAI Automotive do Brasil Ltda<br />
São Jose Dos Pinhais Pr - Brazil F 96.82 69.23<br />
SAS Automotive SAL Americana<br />
Latina Ltd<br />
Sâo Jose Dos Pinhais Pr - Brazil F 100.00 71.50<br />
SAS Automotive do Brasil<br />
Sâo Jose Dos Pinhais Pr - Brazil E 48.41 34.61<br />
Faurecia Sistemas de Escape Argentina S.A.<br />
Buenos Aires - Argentina F 100.00 71.50<br />
Bertrand Faure Argentina S.A.<br />
Buenos Aires - Argentina E 50.00 35.75<br />
PAB S.A.<br />
Buenos Aires - Argentina E 49.99 35.74<br />
SAS Automotriz Argentina<br />
Buenos Aires - Argentina E 48.41 34.61<br />
Sommer Allibert Duroplast<br />
Puebla - Mexico F 48.41 34.61<br />
Servicios Sommer Allibert<br />
Puebla - Mexico F 48.41 34.61<br />
SAS Automotive Systems S.A. de C.V.<br />
Mexico - Mexico E 100.00 71.50<br />
190<br />
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Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
SAI Automotive SAL de Mexico<br />
S.A. de C.V.<br />
Mexico - Mexico F 100.00 71.50<br />
SAI Automotive SAL Japan KK<br />
Tokyo - Japan F 90.00 64.35<br />
Daeki Faurecia Corp.<br />
Shiheung City - Korea E 49.00 35.04<br />
Faurecia Automotiv Seating<br />
India Private Ltd<br />
Bangalore - India F 100.00 71.50<br />
Faurecia Exhaust Systems<br />
South Africa Ltd<br />
Johannesburg - South Africa F 100.00 71.50<br />
SAI Autoplastic<br />
Port Elisabeth - South Africa F 96.82 69.23<br />
T<strong>RA</strong>NSPORTATION AND LOGISTICS<br />
Gefco<br />
Courbevoie - France F 99.96 99.96<br />
Gefco Benelux S.A.<br />
Ath - Belgium F 100.00 99.93<br />
Gefco Deutschland GmbH<br />
Morfelden - Germany F 100.00 99.95<br />
Gefco Deutschland GmbH & Co KG<br />
Morfelden - Germany F 74.86 74.86<br />
Gefco Suisse S.A.<br />
Fahy - Switzerland F 100.00 99.95<br />
Gefco Italia S.p.A.<br />
Milan - Italy F 100.00 99.93<br />
Gefco U.K. Ltd<br />
London - United Kingdom F 100.00 99.93<br />
Gefco España S.A.<br />
Madrid - Spain F 100.00 99.93<br />
Gefco Portugal<br />
Lisbon - Portugal F 100.00 99.94<br />
Gefco Polska Sp.Z.o.o.<br />
Warszaw - Poland F 100.00 99.95<br />
Gefco Maroc<br />
Casablanca - Morocco F 100.00 99.95<br />
Gefco Participacoes Ltda<br />
Rio de Janeiro - Brazil F 100.00 99.95<br />
Gefco do Brasil Ltda<br />
Rio de Janeiro - Brazil F 100.00 99.95<br />
Gefco Argentina S.A.<br />
Buenos Aires - Argentina F 100.00 99.95<br />
FINANCE COMPANY<br />
Banque <strong>PSA</strong> Finance<br />
Paris - France F 100.00 100.00<br />
Société Financière de Banque - Sofib<br />
Paris - France F 100.00 100.00<br />
Company<br />
Percent Percent<br />
F/E controlled consolidated<br />
Sofira - Société de Financement<br />
des Réseaux Automobiles<br />
Paris - France F 100.00 100.00<br />
Société Nouvelle de Développement<br />
Automobile - SNDA<br />
Paris - France F 100.00 100.00<br />
Compagnie Générale de Crédit<br />
aux Particuliers - Crédipar<br />
Levallois-Perret - France F 100.00 100.00<br />
Dicoma<br />
Levallois-Perret - France F 100.00 100.00<br />
Loca-Din<br />
Levallois-Perret - France F 100.00 100.00<br />
Compagnie pour la Location<br />
de véhicules - CLV<br />
Levallois-Perret - France F 100.00 100.00<br />
Assupar<br />
Levallois-Perret - France F 99.99 99.99<br />
<strong>PSA</strong> Finance Belux<br />
Brussels - Belgium F 100.00 100.00<br />
<strong>PSA</strong> Finance Nederland B.V.<br />
Rotterdam - Netherlands F 100.00 100.00<br />
<strong>PSA</strong> Financial Holding B.V.<br />
Rotterdam - Netherlands F 100.00 100.00<br />
Peugeot Finance International N.V.<br />
Rotterdam - Netherlands F 100.00 100.00<br />
<strong>PSA</strong> Finance Deutschland GmbH<br />
Neu-Isenburg - Germany F 100.00 100.00<br />
Peugeot Commercial Paper GmbH<br />
Francfort - Germany F 100.00 100.00<br />
<strong>PSA</strong> Finance Italia S.p.A.<br />
Milan - Italy F 100.00 100.00<br />
<strong>PSA</strong> Gestcredit Italia S.p.A.<br />
Milan - Italy F 100.00 100.00<br />
<strong>PSA</strong> Wholesale Ltd<br />
London - United Kingdom F 100.00 100.00<br />
<strong>PSA</strong> Finance Plc<br />
London - United Kingdom F 50.00 50.00<br />
Vernon Wholesale Investments Co Ltd<br />
London - United Kingdom F 100.00 100.00<br />
<strong>PSA</strong> Finance Suisse S.A.<br />
Ostermudigen - Switzerland F 100.00 100.00<br />
<strong>PSA</strong> Finance Austria Bank AG<br />
Vienna - Austria F 100.00 100.00<br />
<strong>PSA</strong> Gestao Comercio e Aluger de Veiculos<br />
Lisbon - Portugal F 100.00 99.57<br />
<strong>PSA</strong> Finance Polska<br />
Warsaw - Poland F 100.00 100.00<br />
Banco <strong>PSA</strong> Finance Brasil S.A.<br />
São Paulo - Brazil F 100.00 100.00<br />
<strong>PSA</strong> Finance Arrendamiento Comercial<br />
São Paulo - Brazil F 100.00 100.00<br />
<strong>PSA</strong> Finance Argentina<br />
Buenos Aires - Argentina F 50.00 50.00<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 191
E mployee Relations Indicators<br />
1<br />
The following employee relations indicators comply with French decree<br />
no. 2002-221 of February 20, 2002. They have been prepared on the<br />
basis of data from all the companies fully consolidated by<br />
<strong>PSA</strong> Peugeot Citroën, other than Faurecia, the Group’s automotive<br />
equipment division. Faurecia, a listed company that is 72%-owned by<br />
Peugeot S.A., manages its business independently of the Group and<br />
therefore prepares and publishes its own indicators in its annual report.<br />
Employees<br />
1.1. Number of employees on the payroll (1)<br />
Employees on Europe Outside<br />
the payroll in 2002 France outside France Europe Total<br />
Automobile Division 96,160 33,800 3,920 133,880<br />
Finance Companies 930 1,190 40 2,160<br />
Transportation<br />
and Logistics 4,690 3,110 250 8,050<br />
Other Businesses 2,200 50 30 2,280<br />
Total 103,980 38,150 4,240 146,370<br />
Automotive<br />
Equipment 19,700 25,850 6,680 52,230<br />
The total number of employees increased by more than 6,000 in 2002.<br />
Over the past five years, headcount has risen by more than 58,000<br />
people, including 16,100 in the Automobile Division.<br />
Some 70,500 people have been hired since January 1, 1998, of which<br />
16,700 in 2002 alone.<br />
The Group is a source of new employment. Excluding acquisitions and<br />
disposals, a net 25,000 jobs have been created over the past five years,<br />
primarily outside France. Of these, 14,000 have been in the<br />
Automobile Division.<br />
(1)<br />
Scope includes all worldwide operations in the Automobile Division, finance<br />
companies, the Transportation and Logistics business and other businesses.<br />
Employees on the payroll include around 7,000 people hired under fixed-term<br />
contracts (see table 1.3).<br />
1.2. Employees by age<br />
1.3. Employees hired under fixed-term contracts (1)<br />
Outside<br />
France France Total<br />
Automobile Division 1,800 4,930 6,730<br />
Finance Companies 10 100 110<br />
Transportation and Logistics 120 170 290<br />
Other Businesses 40 0 40<br />
Total 1,970 5,200 7,170<br />
(1)<br />
Annual average.<br />
In 2002, there were 2,800 “eventuales” employees in Spain. Most of<br />
them worked at the Vigo plant, which does not use temporary<br />
employees. In addition, the three-year “convenio” agreements call for<br />
the hiring of 1,300 “eventuales” employees under permanent contracts<br />
at the Vigo and Madrid plants.<br />
1.4. Temporary employees (2) Outside<br />
France France Total<br />
Automobile Division 12,100 350 12,450<br />
Finance Companies 20 20 40<br />
Transportation and Logistics 720 420 1,140<br />
Other Businesses 20 0 20<br />
Total 12,860 790 13,650<br />
(2)<br />
Annual average.<br />
Temporary or fixed-term employees are hired in response to new model<br />
introductions, fluctuations in demand or the need to replace absent<br />
employees, particularly during vacation periods. In 2002, more than<br />
2,500 employees in France were hired under permanent contracts<br />
following a temporary or fixed-term assignment. The number of hirings<br />
after a fixed-term assignment has quintupled over the past four years.<br />
1.5. Part-time employees<br />
A part-time employee is one who works fewer hours, calculated weekly<br />
or on the basis of an average over a period of up to one year, than a<br />
comparable full-time employee.<br />
Part-time employees<br />
Outside<br />
in 2002 France France Total<br />
Automobile Division 2,190 1,830 4,020<br />
Finance Companies 30 170 200<br />
Transportation and Logistics 0 140 140<br />
Other Businesses 100 0 100<br />
Total 2,320 2,140 4,460<br />
The age pyramid is well balanced, with 34,000 employees under 30.<br />
Of the 1,830 part-time employees outside France, 1,610 work on a<br />
part-time night shift at the Vigo plant. In the Automobile Division, half<br />
of all part-time employees work half-time and more than 44% work<br />
4/5ths time.<br />
192<br />
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Recruitments (1)<br />
2 4<br />
Disabled employees<br />
2.1. Recruitments in 2002<br />
Recruitments in 2002<br />
Europe Outside Outside Total<br />
France France Europe<br />
Automobile Division 6,120 2,860 820 9,800<br />
Finance Companies 130 110 10 250<br />
Transportation<br />
and Logistics 510 530 60 1,100<br />
Other Businesses 80 10 0 90<br />
Total 6,840 3,510 890 11,240<br />
Automotive<br />
Equipment 5,500<br />
(1)<br />
Excluding hirings under fixed-term contracts and in the automotive equipment<br />
division.<br />
In the past four years, more than 44,000 people (2) have been hired<br />
across the Group, of which 30% outside France. Nearly 30% of people<br />
hired in the Automobile Division in France were involved in design and<br />
engineering. More than 52% were hired in manufacturing, 16% in<br />
sales and marketing and 2% in support functions. <strong>PSA</strong> Peugeot Citroën<br />
has not encountered any major difficulties in attracting applicants to fill<br />
its staffing needs. In France, 21,160 employees have less than four<br />
years seniority. Of these, 15,230 are under 30.<br />
(2)<br />
59,430 including the automotive equipment division.<br />
2.2. Recruitments by activity<br />
5<br />
Disabled employees<br />
Outside<br />
France France Total<br />
Automobile Division 4,550 520 5,070<br />
Finance Companies 5 10 15<br />
Transportation and Logistics 80 40 120<br />
Other Businesses 90 0 90<br />
Total 4,725 570 5,295<br />
Worldwide, the Group employs nearly 5,300 disabled people, as<br />
defined by local legislation. In France, including sheltered workers<br />
under subcontracting agreements, 9.28% of employees are classified as<br />
handicapped, compared with the legally required 6%.<br />
Turnover<br />
5.1. Resignations<br />
In 2002<br />
Outside<br />
France France Total<br />
Manufacturing 760 430 1,190<br />
Marketing and Sales 730 840 1,570<br />
Finance Companies 50 50 100<br />
Transportation and Logistics 190 420 610<br />
Other Businesses 20 0 20<br />
Total 1,750 1,740 3,490<br />
In 2002, resignations represented nearly 2.4% of total headcount, or<br />
1.3% in the case of engineers and managers alone.<br />
5.2. Premature terminations or dismissals<br />
3<br />
Outsourcing<br />
<strong>PSA</strong> Peugeot Citroën’s procurement primarily concerns automotive<br />
parts and components for its mechanical component and final assembly<br />
plants. Sourced from 850 suppliers, these parts represent around 70%<br />
of a vehicle’s unit production cost. The remaining outside purchases<br />
concern capital equipment and services.<br />
Purchasing terms and conditions comply fully with sustainable<br />
development principles. In particular, suppliers are expected to comply<br />
with all prevailing laws and regulations in every country where they do<br />
business, to demonstrate the highest standards of environmental<br />
stewardship and to adhere to the international conventions and<br />
recommendations of the International Labor Organization. This<br />
especially applies to conventions regarding worker protection, the<br />
abolition of forced labor and the elimination of child labor, health and<br />
safety in the workplace and the preservation of workers’ rights.<br />
Premature terminations<br />
Outside<br />
or dismissals in 2002 France France Total<br />
Automobile Division 840 610 1,450<br />
Finance Companies 10 10 20<br />
Transportation and Logistics 80 80 160<br />
Other Businesses 50 0 50<br />
Total 980 700 1,680<br />
These figures include premature termination of work contracts for<br />
incapacity, disability and dismissal for personal reasons.<br />
Redundancies in 2002<br />
Outside<br />
France France Total<br />
Automobile Division 0 1,070 1,070<br />
Finance Companies 50 0 50<br />
Transportation and Logistics 5 5 10<br />
Other Businesses 0 0 0<br />
Total 55 1,075 1,130<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 193
E mployee Relations Indicators<br />
6<br />
600 employees were made redundant as a result of difficult business<br />
conditions in Argentina, where automobile demand plunged 53%<br />
during the year. Short-time working schedules, which reduced<br />
worktime by 800,000 hours, helped the Group to maintain<br />
manufacturing capacity and to rank among the leading international<br />
corporations to reinvest in Argentina. Jobs were eliminated at the<br />
Madrid plant, primarily due to the termination of a military vehicle<br />
maintenance business. In France, reorganization of the Credipar<br />
network, which was reduced from 32 to 16 agencies, led to nearly 80<br />
geographic transfers. Each employee was offered at least two other<br />
positions in the finance company business or in the rest of the Group.<br />
Those who didn’t accept these positions were offered jobs with other<br />
companies through a specialized outplacement bureau.<br />
Work organization<br />
6.1. Short-time working hours lost<br />
Europe outside Outside<br />
France France Europe Total<br />
Automobile<br />
Division 275,750 0 802,350 1,078,100<br />
Finance Companies 0 370 0 370<br />
Transportation<br />
and Logistics 0 670 7,800 8,470<br />
Other Businesses 10,450 (1) 0 0 10,450<br />
Total 286,200 1,040 810,150 1,097,390<br />
In almost every country of operation, working hours are determined on<br />
an annual basis, meaning that the 1,097,390 short-time hours lost in<br />
the table above concerned the entire year. They represented 0.4% of<br />
the estimated total 270 million hours worked in 2002. More than 80%<br />
of the short-time hours lost resulted from the difficult business<br />
conditions encountered in Argentina, where the 800,000 short-time<br />
hours lost helped to avoid 500 redundancies. The short-time hours lost<br />
in France mainly concerned the Rennes plant. They resulted from a<br />
decline in demand for upper-middle range vehicles in certain European<br />
markets and from difficulties in supply.<br />
(1) Concerns PMTC<br />
6.2. Overtime<br />
Europe outside Outside<br />
France France Europe Total<br />
Automobile<br />
Division 1,576,360 1,517,800 258,520 3,352,680<br />
Finance<br />
Companies 1,920 16,760 0 18,680<br />
Transportation<br />
and Logistics 338,640 35,790 15,000 389,430<br />
Other Businesses 25,780 100 0 25,880<br />
Total 1,942,700 1,570,450 273,520 3,786,670<br />
In almost every country of operation, working hours are determined on an<br />
annual basis. The number of overtime hours represented 1.5% of the total<br />
hours worked in the Group during the year. In response to the more than<br />
40% increase in unit sales in the past four years, a number of structural<br />
solutions have been implemented, including additional shifts and non-stop<br />
operation during vacation periods. As a result, Group plants worked<br />
at 117% capacity compared with the two-shift benchmark.<br />
6.3. Special work schedules (1)<br />
Special work schedules France Europe outside France Outside Europe Total<br />
Double shifts: 29,880 Double shifts: 9,650 Double shifts: 850 (Brazil 852) 40,390<br />
Automobile Division Triple or night shifts: 16,270 Triple or nights shifts: 4,800 Triple or nights shifts: 10 21,080<br />
Weekend*: 3,690 Weekend*: 1,230 4,920<br />
Finance Companies<br />
No special work shedules<br />
Double shifts: 860 Double shifts: 120 Double shifts: 20 1,000<br />
Transportation and logistics Triple or night shifts: 170 Triple or night shifts: 360 530<br />
Weekend*: 10 Weekend*: 90 100<br />
Double shifts: 810 810<br />
Other Businesses Triple or night shifts: 20 20<br />
Weekend*: 0 0<br />
*Weekend shifts (generally Friday, Saturday and Sunday) are shorter than regular shifts.<br />
To meet strong sales demand, special work schedules have been introduced, mainly in the production plants. Sochaux and Ryton, for example, now<br />
work a weekend shift.<br />
(1)<br />
The figures correspond to the number of employees concerned.<br />
194<br />
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7<br />
Paid leave other than vacations<br />
Europe outside Outside<br />
France France Europe Total<br />
Automobile<br />
Division 4,631,750 1,787,160 121,870 6,540,780<br />
Finance Companies 85,080 48,100 0 133,180<br />
Transportation<br />
and Logistics 238,540 80,020 1,630 320,190<br />
Other Businesses 140,390 1,110 0 141,500<br />
Total 5,095,760 1,916,390 123,500 7,135,650<br />
These figures correspond to the total hours of absence due to maternity<br />
leave, illness or occupational or work-related travel accidents. Paid<br />
leave other than vacations accounted for 2.5% of the 270 million hours<br />
worked.<br />
9<br />
10<br />
Occupational accidents, safety and<br />
working conditions<br />
In 2002, there were 5.8 occupational accidents per million hours<br />
worked in the Group’s manufacturing operations, incurring 0.35 days<br />
lost per thousand hours worked. By comparison, in 2000, there were<br />
27.4 occupational accidents per million hours worked in the French<br />
metalworking industry, incurring 0.96 days lost per thousand hours<br />
worked.<br />
Compensation<br />
10.1. Payroll<br />
8<br />
Training<br />
Key training data<br />
% of total<br />
training hours<br />
Management 14.4<br />
Induction and orientation 13.4<br />
Industrial techniques and machine operation 13.2<br />
Information technology and systems 11.3<br />
Automotive technology 9.2<br />
Safety 8.2<br />
Educational courses 6.7<br />
Quality 4.9<br />
Product technology 3.3<br />
Communication 3.0<br />
Other 12.4<br />
The 2002 training budget represented more than 4% of payroll. During<br />
the year, the training organization was expanded with the creation of a<br />
network of part-time internal trainers, all experts in their fields. Under<br />
this system, nearly 3,000 people around the world regularly help to<br />
train other Group employees.<br />
A total of 4,000,000 hours of training were conducted across the<br />
Group. The last three years have seen a steady increase in the number<br />
of people in the French manufacturing operations who have attended<br />
at least one training course:<br />
2000: 61,403<br />
2001: 64,862<br />
2002: 69,922<br />
In 2002, the number of training hours averaged the equivalent of 24<br />
working hours for operators and 45 working hours for managers.<br />
Nearly 7,410 students served in Group units under internships,<br />
apprentice programs and work-study programs.<br />
In 2002, compensation paid worldwide totalled €4,465,451,000, while<br />
employer taxes and social security contributions amounted to<br />
€1,692,489,000. Total payroll therefore amounted to €6,157,940,000 (1) .<br />
(1)<br />
Payroll France: €4,662,481,000<br />
Payroll Europe outside France: €1,415,349,000<br />
Payroll outside Europe: €80,110,000<br />
10.2. Incentive bonuses/profit-sharing<br />
Based on 2002 financial results, a total of €245 million will be<br />
allocated to employees in 2003 as incentive bonuses or under legallymandated<br />
French profit-sharing agreements.<br />
(in millions of euros) (1) 1998 1999 2000 2001 2002<br />
Total France<br />
Group incentive program<br />
and profit-sharing agreement 18 78 145 196 205<br />
Incentive or profit-sharing<br />
programs in other<br />
French subsidiaries 5 6 6 7 7<br />
Incentive programs in<br />
foreign subsidiaries - 12 23 29 33<br />
Total Group 23 96 174 232 245<br />
(1)<br />
Scope includes all worldwide operations except for the automotive equipment<br />
division, Sevelnord and Française de Mécanique.<br />
* Data in these appendices relate to the entire <strong>PSA</strong> Peugeot Citroën<br />
Group except for the automotive equipment division, Sevelnord and<br />
Française de Mécanique.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 195
E nvironmental Indicators<br />
Automobile fuel consumption and emissions<br />
The following tables are not exhaustive. The models were selected on the basis of their sales and environmental performance. For each model, the<br />
table shows data for the gasoline and diesel versions offering the lowest CO 2<br />
emissions and fuel consumption. Models in boldface are the best-selling<br />
gasoline or diesel versions, based on total sales in Europe in 2002. In certain cases (gasoline and diesel 106; diesel 206; gasoline 406; gasoline and<br />
diesel Saxo; diesel C3; diesel C5; gasoline and diesel Berlingo), the best selling model is also the most fuel-efficient.<br />
Peugeot<br />
Consumption<br />
Peugeot 106 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.1-liters G 1,124 44.1 8 5 6.1 145 74<br />
1.5-liters D* 1,527 42 6.8 4.3 5.2 138 72.6<br />
Consumption<br />
Peugeot 206 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.1-liters G 1,124 44.1 8.2 5.0 6.2 148 73.5<br />
1.4-liters G 1,360 55 8.4 5.0 6.3 149 71.7<br />
1.4-liters HDI D 1,398 50 5.5 3.6 4.3 113 71<br />
Consumption<br />
Peugeot 307 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.4-liters G 1,360 55 8.7 5.5 6.7 159 71.7<br />
1.6-liters 16V G 1,587 80 9.5 5.8 7.2 169 72.4<br />
1.4-liters HDI D 1,398 50 5.5 4.0 4.5 120 71.8<br />
2.0-liters HDI 90bhp D 1,997 66 6.9 4.3 5.2 138 72.8<br />
Consumption<br />
Peugeot 406 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.8-liters G 1,761 66 11.8 6.4 8.4 205 73.2<br />
2.0-liters HPI G 1,997 103 10.3 6 7.5 177 73.5<br />
2.0-liters HDI 110bhp<br />
w/particle filter D 1,997 80 7.5 4.5 5.6 147 72.9<br />
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<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
Consumption<br />
Peugeot 607 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
2.2-liters G 2,230 116 12.7 7.2 9.2 219 73.6<br />
3.0-liters V6 automatic G 2,946 152 14.4 7.8 10.2 245 72.9<br />
2.0-liters HDI D 1,997 80 7.9 4.7 5.9 157 73.7<br />
2.2-liters HDI<br />
w/particle filter D 2,179 98 8.9 5.5 6.7 178 72.7<br />
Consumption<br />
Peugeot 807 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
2.0-liters G 1,997 100 12.3 7.3 9.1 218 71.5<br />
2.2-liters G 2,230 116 12.9 7.8 9.7 231 72.8<br />
2.0-liters HDI D 1,997 80 9.2 5.9 7.0 186 72.9<br />
2.2-liters HDI<br />
w/particle filter D 2,179 94 10.1 5.9 7.4 199 73.1<br />
Bold: the best selling vehicle in its category (gasoline or diesel version).<br />
Light: vehicle emitting the least CO 2<br />
in its category (gasoline or diesel version).<br />
*Available only in a diesel version.<br />
Citroën<br />
Consumption<br />
Citroën Saxo Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.1-liters G 1,124 44.1 8.0 5.0 6.1 145 73<br />
1.5-liters D D* 1,527 42 6.8 4.3 5.2 138 73.8<br />
Consumption<br />
Citroën Xsara Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.4-liters G 1,360 55 9.2 5.4 6.7 159 73.5<br />
1.6-liters 16V G 1,587 80 9.3 5.5 6.9 160 72.1<br />
1.4-liters HDI D 1,398 50 5.7 3.8 4.5 120 71.6<br />
2.0-liters HDI 90bhp D 1,997 66 7.3 4.2 5.4 141 72.2<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 197
E nvironmental Indicators<br />
Automobile fuel consumption and emissions<br />
Consumption<br />
Citroën Xsara Picasso Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.6-liters G 1,587 70 10.0 6.1 7.5 178 74<br />
1.8-liters 16V G 1,749 85 10.7 6.0 7.7 184 74<br />
2.0-liters HDI D* 1,997 66 7.0 4.6 5.5 147 72<br />
Consumption<br />
Citroën C3 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.1-liters G 1,124 44.1 7.8 5.0 6.0 143 70.8<br />
1.4-liters G 1,360 54 8.2 5.0 6.2 148 71.8<br />
1.4-liters HDI D 1,398 50 5.1 3.8 4.2 110 71.9<br />
Consumption<br />
Citroën C5 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.8-liters 16V G 1,749 117 10.6 6.0 7.7 182 73.2<br />
2.0-liters HPI G 1,997 143 10.3 6.0 7.5 177 73<br />
2.0-liters HDI 110bhp D 1,997 80 7.4 4.6 5.6 147 74<br />
Consumption<br />
Citroën C8 Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
2.0-liters 16V G 1,997 100 12.3 7.3 9.1 218 71.5<br />
2.2-liters 16V G 2,230 116 12.9 7.8 9.7 231 72.8<br />
2.0-liters HDI 16V D 1,997 79 9.4 5.9 7.2 189 73.4<br />
2.2-liters HDI 16V D 2,179 94 10.1 5.9 7.4 199 73.4<br />
Consumption<br />
Citroën Berlingo Fuel Displacement Horsepower City Highway Combined Emissions CO 2<br />
Noise<br />
G/D (cc) (kW) (liters/100km) (liters/100km) (liters/100km) (g/km) (dBa)<br />
1.6-liters 16V G 1,587 80 9.5 6.2 7.4 175 71.2<br />
2.0-liters HDI D 1,997 66 7.2 4.9 5.7 152 72.2<br />
Bold: the best selling vehicle in its category (gasoline or diesel version).<br />
Light: vehicle emitting the least CO 2<br />
in its category (gasoline or diesel version).<br />
*Available only in a diesel version.<br />
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E nvironmental Indicators<br />
Production plant consumption and emissions<br />
The following environmental indicators comply with French decree no. 2002-221 of February 20, 2002. They have been prepared on the basis of<br />
data from all the companies fully consolidated by <strong>PSA</strong> Peugeot Citroën, other than Faurecia, the Group’s automotive equipment division. Faurecia,<br />
a listed company that is 72%-owned by Peugeot S.A., manages its business independently of the Group and therefore prepares and publishes its own<br />
indicators in its annual report.<br />
1. Consumption of natural resources and main emissions<br />
<strong>PSA</strong> Peugeot Citroën consumes two main resources for the needs of its manufacturing operations and its employees:<br />
- Water, for machining, washing, cooling and sanitary facilities. Depending on local availability, production plants get their water from public water<br />
companies, private wells or nearby rivers.<br />
- Energy (fossil fuels and electricity) to power a certain number of processes, such as heat treatment, casting and paint curing, as well as to provide<br />
heat, light and air conditioning in buildings and offices.<br />
Water consumption<br />
City water Surface water Underground water<br />
Sub-group (cu.m) (cu.m) (cu.m) Total<br />
Peugeot Citroën Automobiles 3,777,921 8,806,617 10,358,077 22,942,615<br />
SCMPL 13,490 - - 13,490<br />
PCI 26,028 - - 26,028<br />
PMTC 23,748 86,158 - 109,906<br />
GEFCO 204,023 - 18,480 222,503<br />
Total 4,045,210 8,892,775 10,376,557 23,314,542<br />
Self-monitored effluents<br />
Sub-group COD (kg/d) (1) BOD5 (kg/d) (2) SM (kg/d) (3)<br />
Peugeot Citroën Automobiles 6,982.09 2,612.07 1,858.49<br />
SCMPL 0.67 - 0.08<br />
PCI na na na<br />
PMTC 0.55 0.08 0.05<br />
GEFCO na na na<br />
Total 6,983.31 2,612.15 1,858.62<br />
(1) Chemical oxygen demand - (2) Biochemical oxygen demand after 5 days - (3) Suspended matter<br />
na: not applicable.<br />
NB: Around 80% of this effluent is further treated in a local plant before release into the environment.<br />
Consumption of energy<br />
Sub-group Heavy fuel oil (t) LSFO (t) (1) VLSFO (t) (2) HHO (cu.m) (3)<br />
Peugeot Citroën Automobiles - 23,977 2,115 4,599<br />
SCMPL - - - -<br />
PCI - - - -<br />
PMTC - - - 3<br />
GEFCO - - - 1,088<br />
Total 0 23,977 2,115 5,690<br />
(1) Low-sulfur fuel oil.<br />
(2) Very low-sulfur fuel oil.<br />
(3) Home heating oil.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 199
E nvironmental Indicators<br />
Production plant consumption and emissions<br />
Sub-group Nat. gas (MWh ncv) Electricity (MWh) Coal (t) Coke (t)<br />
Peugeot Citroën Automobiles 2,441,949 2,852,513 5,129 23,560<br />
SCMPL 6,860 2,714 - -<br />
PCI 3,632 6,231 - -<br />
PMTC 13,514 15,609 - -<br />
GEFCO 18,856 35,013 - -<br />
Total 2,484,811 2,912,080 5,129 23,560<br />
Air emissions from combustion plants<br />
Greenhouse gases<br />
Sub-group<br />
CO 2<br />
(t) N 2<br />
O (t) CH 4<br />
(t)<br />
Peugeot Citroën Automobiles 668,326.93 24.42 40.52<br />
SCMPL 1,396.54 0.06 0.10<br />
PCI 739.39 0.03 0.05<br />
PMTC 2,759.06 0.12 0.20<br />
GEFCO 6,712.04 0.23 0.33<br />
Total 679,933.96 24.86 41.2<br />
(in tonnes of CO 2<br />
equivalent) 679,934 7,707 865<br />
For a total of 688,506 tonnes of CO 2<br />
equivalent<br />
Other gases<br />
Sub-group<br />
SO 2<br />
(t) NO 2<br />
(t) HCl (t)<br />
Peugeot Citroën Automobiles 1,098.69 747.60 17.23<br />
SCMPL 0.01 1.48 -<br />
PCI 0.01 0.78 -<br />
PMTC 0.04 2.93 -<br />
GEFCO 5.56 7.93 -<br />
Total 1,104.31 760.72 17.23<br />
Paintshop VOC (1) releases<br />
Sub-group VOC releases (t) Ratio (kg/veh.)<br />
Peugeot Citroën Automobiles 15,862 5.65<br />
Sub-group<br />
VOC releases (t)<br />
PMTC 139<br />
SCMPL 1<br />
(1) Volatile organic compounds.<br />
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<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
Waste production<br />
<strong>PEUGEOT</strong> CITROËN AUTOMOBILES<br />
Type of waste<br />
Disposal methods<br />
Landfill (t) Recovery (t) Onsite recycling (t) Other treatment (t) Total (t)<br />
Foundry waste 39,907 121,002 77,473 362 238,744<br />
Industrial waste 32,158 106,691 4,684 757 144,290<br />
Sludge + Effluent<br />
+ Hazardous industrial waste 11,891 33,085 248 36,588 81,812<br />
Total 83,956 260,778 82,405 37,707 464,846<br />
SCPML + PCI + PMTC<br />
Type of waste<br />
Disposal methods<br />
Landfill (t) Recovery (t) Other treatment (t) Total (t)<br />
Foundry waste - - 174 174<br />
Industrial waste 801 1,318 193 2,312<br />
Sludge + Effluent + Hazardous industrial waste 9 371 1,033 1,413<br />
Total 810 1,689 1,400 3,899<br />
GEFCO<br />
Type of waste<br />
Total (t)<br />
Foundry waste - -<br />
Industrial waste 5,598<br />
Sludge + Effluent + Hazardous industrial waste 523<br />
Total 6,121<br />
Our manufacturing facilities are committed to carefully managing and reducing the volume of by-products inevitably produced through the<br />
consumption of natural resources and the use of process products, such as scrap iron in casting and sheet steel and aluminum in stamping, and of<br />
surface treatment products like paint, cutting liquids, binders and sealants. They have also implemented dedicated processes for managing and<br />
reducing the volume of their releases into the air, water and soil.<br />
Other environmental issues<br />
Respecting the biological balance and managing odors and noise<br />
Measures required to preserve the natural environment, flora and fauna, as well as to ensure the tranquility of neighboring communities are assessed<br />
and defined during initial or supplemental environmental impact studies performed before the installation of any new plant facilities or equipment.<br />
In compliance with legislation, these prior studies are submitted to public hearings and to the approval of administrative authorities.<br />
Amount of penalties paid following a legal ruling concerning the environment<br />
The Group did not have to pay any penalties in this regard in 2002.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 201
M anagement and Administration<br />
Main functions and directorships held during 2002<br />
Main functions and directorships held during 2002 by the Members of<br />
the Supervisory Board and the Members of the Managing Board are as<br />
follows:<br />
Supervisory Board:<br />
Thierry Peugeot<br />
Chairman of the Supervisory Board<br />
Appointed: December 19, 2002<br />
Term ends: 2004<br />
Thierry Peugeot, 45, is also Chairman of Immeubles et Participations<br />
de l’Est, Vice-Chairman of Etablissements Peugeot Frères, Member of<br />
the Board of Société Foncière, Financière et de Participations–FFP,<br />
L.F.P.F.-La Française de Participations Financières, Société Anonyme<br />
de Participations SAPAR, Compagnie Industrielle de Delle and<br />
Permanent Representative of Compagnie Industrielle de Delle on the<br />
Board of Directors of Lisi.<br />
Jean Boillot<br />
Vice-Chairman of the Supervisory Board<br />
First elected to the Supervisory Board: April 18, 1990<br />
Term ends: 2007.<br />
Jean Boillot, 77, was a Member of the Board of Peugeot Motor<br />
Company Plc until February 2003.<br />
Jean-Philippe Peugeot<br />
Vice-Chairman of the Supervisory Board<br />
First elected to the Supervisory Board: May 16, 2001<br />
Term ends: 2007<br />
Chairman of Etablissements Peugeot Frères<br />
Jean-Philippe Peugeot, 50, is also Chairman of the Board of Nutrition et<br />
Communication, Vice-Chairman of Société Foncière, Financière et de<br />
Participations–FFP and Member of the Board of L.F.P.F.-La Française<br />
de Participations Financières and Immeubles et Participations de l’Est.<br />
Pierre Banzet<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: June 23, 1994<br />
Term ends: 2005<br />
Pierre Banzet, 73, is Honorary Professor of Medicine and member of<br />
the Académie de Médecine.<br />
Jean-Louis Dumas<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: May 16, 2001<br />
Term ends: 2007<br />
Managing General Partner of Hermès International<br />
Jean-Louis Dumas, 65, is also Member of the Board of L'Oréal and<br />
Member of the Steering Committee of the Banque de France.<br />
Marc Friedel<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: June 26, 1996<br />
Term ends: 2008<br />
Consultant<br />
Marc Friedel, 54, is also Member of the Supervisory Board of <strong>Presse</strong>s<br />
Universitaires de France and permanent representative of SOFINACTION<br />
(CIC Group) on the Board of Directors of Société Nancéienne Varin-<br />
Bernier (SNVB).<br />
Jean-Louis Masurel<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: August 27, 1987<br />
Term ends: 2005<br />
Jean-Louis Masurel, 62, is Managing Partner of Société des Vins de<br />
Fontfroide. He is also Chairman of Arcos Investissements S.A., Member<br />
of the Supervisory Board of Oudart S.A. and Member of the Board of<br />
Société des Bains de Mer à Monaco (S.B.M.) and Banque du Gothard<br />
Sam (Monaco).<br />
François Michelin<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: October 21, 1992<br />
Term ends: 2006<br />
Former Managing Partner of Compagnie Générale des Etablissements<br />
Michelin<br />
François Michelin, 76, is also Chairman of Participation et Développement<br />
Industriels S.A.–PARDEVI and Managing Partner of Michelin Reifenwerke<br />
(Germany) and Compagnie Financière Michelin (Switzerland).<br />
Jean-Paul Parayre<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: December 11, 1984<br />
Term ends: 2005<br />
Chairman of the Supervisory Board of Vallourec<br />
Jean-Paul Parayre, 65, is also member of the Steering Committee of<br />
V & M do Brasil (Brazil), and Member of the Board of Bolloré<br />
Investissement, Carillion Plc (UK), Sea Invest France, Seabulk<br />
(France), SDV Cameroun, SDV Congo, SNEF, Stena Line (Sweden),<br />
Stena Maritime and Stena UK (UK).<br />
Marie-Hélène Roncoroni<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: June 2, 1999<br />
Term ends: 2005<br />
Marie-Hélène Roncoroni, 42, is also Vice-Chairman of Société Foncière,<br />
Financière et de Participations–FFP, Member of the Board of L.F.P.F.-La<br />
Française de Participations Financières, Société Anonyme de<br />
Participations–SAPAR, Etablissements Peugeot Frères and Immeubles et<br />
Participations de l’Est, and Permanent Representative of Société<br />
Anonyme de Participations–SAPAR on the Board of Directors of Société<br />
des Immeubles de Franche-Comté and Permanent Representative of<br />
Société des Immeubles de Franche-Comté on the Board of Directors of<br />
Société Anonyme Comtoise de Participation.<br />
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M anagement and Administration<br />
Main functions and directorships held during 2002<br />
Ernest-Antoine Seillière de Laborde<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: June 22, 1994<br />
Term ends: 2006<br />
Chairman of Mouvement des Entreprises de France–MEDEF and<br />
Chairman of the Board of Wendel Investissement<br />
Ernest-Antoine Seillière de Laborde, 65, is also Vice-Chairman of the<br />
Supervisory Board of Cap Gemini, Chairman of the Supervisory Board<br />
of Trader.com N.V., Member of the Supervisory Board of Hermès<br />
International S.A. and of Oranje – Nassau Groep B.V., Member of the<br />
Board of Société Lorraine de Participations Sidérurgiques–SLPS and<br />
Permanent Representative of SOFISERVICE on the Supervisory Board<br />
of Bureau Veritas.<br />
Joseph F. Toot Jr<br />
Member of the Supervisory Board<br />
First elected to the Supervisory Board: May 24, 2000<br />
Term ends: 2006<br />
Joseph F. Toot Jr., 67, is also Member of the Board of Rockwell<br />
Automation, Rockwell Collins, and the Timken Company.<br />
Bertrand Peugeot<br />
Advisor to the Supervisory Board<br />
First elected to the Supervisory Board: June 8, 1999<br />
Term ends: 2005<br />
Bertrand Peugeot, 79, is also Member of the Board of Etablissements<br />
Peugeot Frères, Paris Loire, and L.F.P.F.–La Française de<br />
Participations Financières.<br />
Roland Peugeot<br />
Advisor to the Supervisory Board<br />
First elected to the Supervisory Board: May 16, 2001<br />
Term ends: 2007<br />
Roland Peugeot, 77, is also Honorary Chairman of Etablissements<br />
Peugeot Frères and Football Club Section Montbéliard–FCSM S.A. and<br />
Permanent Representative of Etablissements Peugeot Frères on the<br />
Board of Directors of L.F.P.F.–La Française de Participations<br />
Financières.<br />
Every member of the Supervisory Board must own at least 25<br />
Peugeot S.A. shares.<br />
In determining the independence of Supervisory Board members, the<br />
Board bases its conclusions on most of the criteria recommended for<br />
members of a Board of Directors in the Bouton report on corporate<br />
governance. The only exceptions concern the twelve-year limit on<br />
successive terms and the fact of not having served as an officer in a<br />
consolidated company during the past five years. The Board believes<br />
that the auto industry experience acquired over several terms on the<br />
Board is especially desirable in a business based on medium and longterm<br />
cycles, and that having recently been a company director does not<br />
pose any risk of the conflict of interest that the independence rules are<br />
intended to prevent.<br />
In application of COB recommendation of January 17, 2003, the<br />
Board examined its membership and considers that Jean Boillot,<br />
Jean-Louis Dumas, Jean-Louis Masurel and Joseph Toot Jr. qualify as<br />
independent directors. Note, however, that no member of the Board<br />
exercises any senior executive responsibilities or is a salaried employee<br />
of a Group company.<br />
In the future, when new candidates are proposed for election to the<br />
Board, they will be carefully selected by the Board, in particular as<br />
regards the above-mentioned criteria for determining a director’s<br />
independence and following a review by the Compensation and<br />
Appointments Committee.<br />
Managing Board<br />
Jean-Martin Folz<br />
Chairman of the Managing Board<br />
First elected to the Managing Board: September 30, 1997<br />
Term ends: April 24, 2004<br />
Jean-Martin Folz, 56, is also Chairman of Automobiles Peugeot and of<br />
Automobiles Citroën and Member of the Board of Banque <strong>PSA</strong><br />
Finance, Peugeot Citroën Automobiles, Faurecia, Saint-Gobain and<br />
Solvay (Belgium).<br />
Frédéric Saint-Geours<br />
Member of the Managing Board<br />
First elected to the Managing Board: July 1, 1998<br />
Term ends: April 24, 2004<br />
Chief Executive Officer of Automobiles Peugeot<br />
Frédéric Saint-Geours, 53, is also Chairman of Peugeot Motor<br />
Company Plc, Member of the Supervisory Board of Peugeot<br />
Deutschland GmbH, Member of the Board of Peugeot España S.A.<br />
and Permanent Representative of Automobiles Peugeot on the Board<br />
of Directors of Gefco and of Automobiles Peugeot on the Board of<br />
Directors of Banque <strong>PSA</strong> Finance.<br />
Claude Satinet<br />
Member of the Managing Board<br />
First elected to the Managing Board: July 1, 1998<br />
Term ends: April 24, 2004<br />
Chief Executive Officer of Automobiles Citroën<br />
Claude Satinet, 58, is also Member of the Supervisory Board of Citroën<br />
Deutschland AG, Chairman of Citer, Citroën Belux, Société Belge des<br />
Automobiles Citroën, Citroën Danmark A/S, Citroën Italia, Citroën<br />
Lusitania, Citroën UK Limited and Citroën (Switzerland) S.A.,<br />
Chairman of the Board of Commissioners at Citroën Nederland B.V.,<br />
Member of the Board of Automoviles Citroën España, Autotransporte<br />
Turistico Español S.A., Comercial Citroën S.A. and Citroën Sverige<br />
AB, and Permanent Representative of Automobiles Citroën on the<br />
Board of Directors of Gefco, of Automobiles Citroën on the Board of<br />
Directors of Banque <strong>PSA</strong> Finance and of Automobiles Citroën on the<br />
Board of Directors of Automoveis Citroën.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 203
M anagement and Administration<br />
COMPENSATION OF CORPO<strong>RA</strong>TE OFFICERS AND EXECUTIVES IN 2002<br />
Total direct or indirect compensation and benefits paid by Group companies to members of the Supervisory Board and to the Advisors was as follows:<br />
Title<br />
Pierre Peugeot Chairman of the Supervisory Board 212,328 €<br />
Jean Boillot Vice-Chairman of the Supervisory Board 40,420 €<br />
Pierre Banzet Member of the Supervisory Board 13,750 €<br />
Jean-Louis Dumas Member of the Supervisory Board 13,750 €<br />
Marc Friedel Member of the Supervisory Board 13,750 €<br />
Jean-Louis Masurel Member of the Supervisory Board 13,750 €<br />
François Michelin Member of the Supervisory Board 21,370 €<br />
Jean-Paul Parayre Member of the Supervisory Board 17,560 €<br />
Jean-Philippe Peugeot Member of the Supervisory Board 13,750 €<br />
Marie-Hélène Roncoroni Member of the Supervisory Board 13,750 €<br />
Ernest-Antoine Seillière de Laborde Member of the Supervisory Board 21,370 €<br />
Joseph F. Toot Member of the Supervisory Board 13,750 €<br />
Roland Peugeot Advisor 13,750 €<br />
Bertrand Peugeot Advisor 13,750 €<br />
The above compensation and benefits, paid by Peugeot S.A., comprise directors’ fees paid to members of the Supervisory Board, specific<br />
compensation paid to Chairman and Vice-Chairman of the Supervisory Board, and specific compensation paid to Chairman and members of the<br />
Strategy and Compensation Committees.<br />
Total direct or indirect compensation and benefits paid by Group companies to members of the Managing Board was as follows:<br />
Total compensation<br />
Variable portion<br />
Jean-Martin Folz, Chairman €1,904,765 53.74%<br />
Frédéric Saint-Geours €810,825 43.74%<br />
Claude Satinet €809,825 43.76%<br />
In addition, Jean-Martin Folz was paid €7,625 in compensation for his duties as director of Faurecia.<br />
T<strong>RA</strong>NSACTIONS WITH CORPO<strong>RA</strong>TE OFFICERS AND EXECUTIVES<br />
As of the date of publication of this Annual Report, no transactions, other than on arm’s length terms, have been undertaken with members of the<br />
Supervisory Board, members of the Managing Board or any stockholder owning more than 5% of the Company’s capital stock. In particular, the<br />
Company has granted no loans or guarantees to members of the Supervisory Board or the Managing Board.<br />
O ptions to purchase existing Peugeot S.A. shares granted and<br />
exercised in 2002<br />
Options to purchase existing Peugeot S.A. shares granted to and exercised by members of the Managing Board in 2002:<br />
Options Granted<br />
Shares Purchased<br />
Plan Number Expiry Purchase Plan Number Expiry Purchase<br />
date price date price<br />
Jean-Martin Folz, Chairman Aug.20, 2002 60,000 Aug.20, 2009 €46.28 - - - -<br />
Frédéric Saint-Geours Aug.20, 2002 33,000 Aug.20, 2009 €46.28 - - - -<br />
Claude Satinet Aug.20, 2002 33,000 Aug.20, 2009 €46.28 - - - -<br />
Options to purchase existing Peugeot S.A. shares granted to the eleven top employees other than corporate officers in 2002:<br />
Plan Total number Expiry date Purchase price<br />
August 20, 2002 227,000 August 20, 2009 €46.28<br />
Options to purchase existing Peugeot S.A. shares granted in prior years and exercised in 2002 by employees other than corporate officers (four employees):<br />
Plan Total number Expiry date Purchase price<br />
March 31, 1999 17,000 March 30, 2007 €20.83<br />
204<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
I nformation about the company’s capital<br />
Capital stock<br />
As of December 31, 2002, the Company’s capital stock amounted to<br />
€259,109,146, divided into 259,109,146 shares with a par value of<br />
€1.00, all fully paid-up and of the same class.<br />
Shares may be held in registered or bearer form, at the choice of the<br />
stockholder.<br />
Specific provisions of the bylaws concerning changes in<br />
capital and other stockholder rights<br />
Not applicable.<br />
Authorization to buy back Company shares<br />
At the Annual Stockholders’ Meeting of May 28, 2003, the Managing<br />
Board will seek an authorization to carry out a share buyback program.<br />
The purpose of the buybacks will be to:<br />
- Optimize earnings per share;<br />
- Stabilize the share price by systematically buying shares against<br />
market trends;<br />
- Contribute to the management of stockholders’ equity and the<br />
Company’s cash position;<br />
- Acquire shares for issuance on redemption, conversion, exchange or<br />
exercise of share equivalents;<br />
- Acquire shares for attribution to employees, executives or officers of<br />
the Company or related entities on the exercise of stock options.<br />
The authorization is being sought for a period of 18 months and concerns<br />
the buyback of a maximum of 25,000,000 shares. The maximum<br />
purchase price is set at €65 and the minimum sale price at €40.<br />
Details of the share buyback program will be provided in an<br />
information memorandum to be approved by the Commission des<br />
Opérations de Bourse, according to French regulation.<br />
Securities not conferring a right to acquire equity capital<br />
Not applicable.<br />
Securities conferring a right to acquire equity capital<br />
Employee stock options<br />
Options to purchase existing shares of Company stock were granted<br />
to Group executives and senior managers in 2002 and prior years. As<br />
of December 31, 2002 there were 2,783,200 such options<br />
outstanding.<br />
Peugeot S.A. stock option plans in effect at December 31, 2002<br />
Number of<br />
shares to be<br />
purchased<br />
Options<br />
(of which those Number of outstanding<br />
granted to corporate Exercice Exercice Options as of<br />
Date of Managing corporate officers (1) period period exercised Dec.31,<br />
Board meeting officers (1) ) concerned begins ends Price in 2002 2002<br />
March 31, 1999 462,900 14 March 31, 2001 March 30, 2007 €20.83 17,000 415,300<br />
(183,000)<br />
October 5, 2000 709,200 13 October 5, 2002 October 4, 2008 €35.45 0 709,200<br />
(237,000)<br />
November 20, 2001 798,600 13 November 20, 2004 November 19, 2008 €46.86 0 798,600<br />
(330,000)<br />
August 20, 2002 860,100 13 August 20, 2005 August 20, 2009 €46.28 0 860,100<br />
(335,000)<br />
(1) Corporate officers are defined as members of the Managing Board, the Executive Committee and the Senior Management team.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 205
Changes in capital stock<br />
(in number of shares, adjusted for the stock split) 2002 2001 2000 1999 1998<br />
Shares outstanding as of January 1 259,109,146 278,223,630 272,946,048 300,687,600 300,664,968<br />
- Exercise of options - - 84,300 119,520 22,620<br />
- Conversion of bonds - 4,335,516 5,193,282 38,928 12<br />
- Cancellation of shares - (23,450,000) - (27,900,000) -<br />
Shares outstanding as of December 31 259,109,146 259,109,146 278,223,630 272,946,048 300,687,600<br />
Voting rights outstanding as of December 31 313,211,826 330,352,845 354,896,226 359,047,518 396,637,224<br />
(in euros) 2002 2001 2000 1999 1998<br />
Capital stock as of January 1 259,109,146 278,223,630 272,946,048 267,397,253 267,377,127<br />
- Conversion of the capital into euros - - - 33,290,347 -<br />
- Exercise of options - - 84,300 119,520 20,115<br />
- Conversion of bonds - 4,335,516 5,193,282 38,928 11<br />
- Cancellation of shares - (23,450,000) - (27,900,000) -<br />
Capital stock as of December 31 259,109,146 259,109,146 278,223,630 272,946,048 267,397,253<br />
Diluted capital<br />
There were no share equivalents or options to purchase new shares of Peugeot S.A. stock outstanding at December 31, 2002.<br />
Identity of stockholders (Article 7 of the bylaws)<br />
The Company is entitled to request details of the identity of stockholders and holders of securities conferring the right to acquire equity capital,<br />
including the number of shares or securities held, in accordance with the applicable legislation.<br />
Ownership structure<br />
As of December 31, 2002, the capital stock consisted of 93,135,701 registered shares, held by 576 stockholders, and of 165,973,445 bearer shares.<br />
December 31, 2002 December 31, 2001 December 31, 2000 (1)<br />
(Main identified stockholders) Number of % % voting Number % % voting Number % % voting<br />
shares interest rights of shares interest rights of shares interest rights<br />
Etablissements Peugeot Frères 6,923,760 2.67 4.42 6,923,760 2.67 4.19 6,923,760 2.49 3.90<br />
La Française de Participations<br />
Financières - LFPF 9,797,880 3.78 6.26 9,797,880 3.78 5.93 9,797,880 3.52 5.52<br />
Foncière, Financière<br />
et de Participations - FFP 51,792,738 19.99 30.99 51,792,738 19.99 29.38 45,601,500 16.39 25.60<br />
Comtoise de Participation 36,000 0.01 0.01 36,000 0.01 0.01 36,000 0.01 0.01<br />
Cogevam - - - - - - 6,191,238 2.23 3.49<br />
Peugeot Family Group 68,550,378 26.46 41.68 68,550,378 26.46 39.52 68,550,378 24.64 38.53<br />
Michelin Group 2,826,000 1.09 1.80 2,826,000 1.09 1.71 9,590,100 3.45 5.40<br />
Société Générale Group 2,371,973 0.92 1.08 8,103,600 3.13 4.22 9,302,130 3.34 4.26<br />
Caisse des Dépôts Group 7,323,494 2.83 2.34 7,939,981 3.06 2.40 8,847,594 3.18 2.49<br />
Lafarge Group - - - - - - 5,280,750 1.90 2.98<br />
Treasury stock 15,208,709 5.87 - 2,994,287 1.16 - 16,044,378 5.77 -<br />
<strong>PSA</strong> corporate mutual fund 3,614,676 1.40 1.15 2,739,376 1.06 0.83 2,088,726 0.75 0.59<br />
(1) Number of shares restated for the six-for-one stock split on July 1, 2001.<br />
Other stockholders<br />
A survey of banks and brokers holding more than 150,000 shares, commissioned from the Euroclear France clearing organization on<br />
March 31, 2002 determined that there are approximately 40,935 holders of more than 50 bearer shares.<br />
There are no stockholders’ pacts in force.<br />
Directors’ interests<br />
Directors’ interests in the Company’s capital, held in the form of registered shares or stock options, represent less than 1% of total shares<br />
outstanding.<br />
206<br />
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S tatutory Auditors’ Report on the Consolidated<br />
Financial Statements<br />
for the years ended December 31, 2002, 2001 and 2000<br />
To the stockholders,<br />
In accordance with the terms of our appointment as auditors at the Annual Stockholders’ Meeting, we have audited the accompanying consolidated<br />
financial statements of Peugeot S.A. and its subsidiaries, stated in euros, for the years ended December 31, 2000, 2001 and 2002. These consolidated<br />
financial statements are the responsibility of the Managing Board. Our responsibility is to express an opinion on these financial statements based on<br />
our audits.<br />
We conducted the audit in accordance with the professional standards applied in France. Those standards require that we plan and perform our<br />
audits to obtain reasonable assurance that the financial statements are free from material misstatement. An audit includes examining, on a test basis,<br />
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and<br />
significant estimates made in the preparation of the financial statements, as well as evaluating the overall financial statement presentation. We believe<br />
that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position and assets and liabilities of<br />
Peugeot S.A. and its subsidiaries at December 31, 2000, 2001 and 2002 and of the consolidated results of operations for each of the three years then<br />
ended, in accordance with French accounting principles and regulations.<br />
We have also reviewed the information given in the report of the Managing Board. We have no comments as to its fair presentation and its conformity<br />
with the consolidated financial statements.<br />
Paris, March 7, 2003<br />
The Statutory Auditors<br />
Constantin Associés<br />
Coopers & Lybrand Audit SARL<br />
Member of PricewaterhouseCoopers<br />
Jean-François Serval Laurent Lévesque Pierre-Bernard Anglade Eric Bertier<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - STATUTORY AUDITORS’ REPORT 207
I nformation about Peugeot S.A.<br />
➔ History of the Company<br />
Founded in 1896, Peugeot S.A. engaged in manufacturing and sales<br />
until 1965, when it was transformed into a holding company as part of<br />
a legal and financial restructuring of the Group. Its operating activities<br />
were taken over by a subsidiary, Automobiles Peugeot.<br />
In December 1974, Peugeot S.A. began the process of joining forces<br />
with Automobiles Citroën, which at the time was suffering from the<br />
difficult market conditions created by the first oil crisis. The other<br />
stockholders of Citroën S.A. were gradually bought out and the two<br />
companies were merged on September 30, 1976.<br />
Under the terms of an agreement signed on August 10, 1978 and<br />
approved by stockholders on December 21, 1978, Peugeot S.A.<br />
acquired the Chrysler Corporation’s European manufacturing and sales<br />
operations in exchange for shares. At the end of 1980, the newlyacquired<br />
companies – which continued to do business under the Talbot<br />
marque - were transferred to Automobiles Peugeot.<br />
In 1979, Chrysler Financial Corporation’s European commercial<br />
financing subsidiaries were acquired, making a turning point in the<br />
development of the Group’s finance business. <strong>PSA</strong> Finance Holding,<br />
whose subsidiaries offer financing for Peugeot and Citroën customers<br />
in Europe, was converted into a bank in June 1995 and renamed<br />
Banque <strong>PSA</strong> Finance.<br />
Aciers et Outillages Peugeot merged with Cycles Peugeot in 1987 and was<br />
renamed Ecia. It then became Faurecia in 1998 following its friendly<br />
merger with automotive equipment manufacturer Bertrand Faure en 1998.<br />
The Automobile division was reorganized on December 31, 1998 to<br />
align legal structures with the new functional organization<br />
introduced the previous January. Automobiles Peugeot and<br />
Automobiles Citroën transferred all their motor vehicle development<br />
and manufacturing assets to Peugeot Citroën Automobiles, and their<br />
capital equipment design and manufacturing operations to Process<br />
Conception Ingénierie.<br />
In the first half of 2001, Peugeot S.A. supported Faurecia’s acquisition<br />
of Sommer Allibert’s automotive equipment business.<br />
➔ Legal Information<br />
Company name<br />
Peugeot S.A. The name « <strong>PSA</strong> Peugeot Citroën » refers to the entire group<br />
of companies owned by the Peugeot S.A. holding company.<br />
Registered office and administrative headquarters<br />
75, avenue de la Grande Armée, 75116 Paris, France.<br />
Legal form<br />
A Société Anonyme (joint stock corporation), governed by a Managing<br />
Board and a Supervisory Board under the terms of the Commercial Code.<br />
Governing law<br />
The Company is governed by the laws of France<br />
Term<br />
Date of incorporation: 1896<br />
Date term ends: December 31, 2058, unless extended or the Company<br />
is dissolved.<br />
Corporate purpose (summary of Article 3 of the bylaws)<br />
The Company’s purpose is to participate, directly or indirectly, in any<br />
and all industrial, commercial or financial activities, in France or<br />
abroad, related to:<br />
- the manufacture, sale and repair of all forms of motor vehicles;<br />
- the manufacture and sale of all steel products, tools and tooling;<br />
- the manufacture and sale of all manufacturing, mechanical and<br />
electrical engineering equipment ;<br />
- the granting of short, medium and long-term consumer loans, the<br />
purchase and sale of all marketable securities and all financial and<br />
banking transactions;<br />
- the provision of all transport and other services;<br />
- the acquisition of all real property and property rights, by any<br />
appropriate means;<br />
and generally to conduct any and all commercial, industrial, financial,<br />
securities or real estate transactions related directly or indirectly to any<br />
of the above purposes or any other purpose that contributes to the<br />
development of the Company’s business.<br />
Registration<br />
Registered in Paris, n°. B 552 100 554.<br />
Business identification (APE) code: 741 J<br />
Consultation of legal documents<br />
Legal documents concerning the Company, including the bylaws, the reports<br />
of Annual Stockholders’ Meetings, the reports of auditors and all other<br />
documents sent to stockholders may be consulted at the Company’s<br />
registered office.<br />
Fiscal year<br />
January 1 to December 31.<br />
Income appropriation (Article 12 of the bylaws)<br />
The Annual Stockholders’ Meeting has full discretionary powers to<br />
decide the appropriation of net income, except for the appropriations<br />
required by law.<br />
Exceptional events, claims and litigation<br />
No exceptional events, claims or litigation are in progress or pending<br />
that are likely to have a material impact on the results, business, assets<br />
and liabillities or financial condition of the Company or the Group.<br />
208<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A.
➔ Stockholders’ Meetings (Article 11 of the bylaws)<br />
Notice of Meeting<br />
Stockholders’ meetings are held either at the Company’s registered<br />
office or at any other location specified in the Notice of Meeting, which<br />
is prepared in compliance with the applicable legislation.<br />
Double voting rights<br />
Fully paid-up shares registered in the name of the same stockholder for<br />
at least four years carry double voting rights.<br />
This system was maintained following the 1972 change in<br />
Peugeot S.A.’s governance structure, from a company with a Board of<br />
Directors to one with a Managing Board and a Supervisory Board. The<br />
vesting period was increased from two to four years at an Extraordinary<br />
Stockholders’ Meeting on June 29, 1987. In the event of a bonus share<br />
issue paid up by capitalizing reserves, net income or additional paid-in<br />
capital, the bonus shares issued in respect of shares carrying double<br />
voting rights will be eligible for double voting rights from issue. As<br />
prescribed by law, double voting rights are stripped from all shares<br />
converted into bearer shares or sold, except when the transfer of<br />
ownership results from an inheritance, a divorce, or a gift to a spouse<br />
or other relative in the direct line of succession.<br />
Disclosure thresholds (Article 7 of the bylaws)<br />
In addition to complying with the disclosure requirements prescribed by<br />
law, any company or natural person that becomes the direct or indirect<br />
holder of shares representing more than 2% of the capital is required to<br />
disclose their total interest to the Company within five calendar days of<br />
the date on which the shares are recorded in their account. Each<br />
additional 1% of the capital acquired must also be disclosed. These<br />
disclosure rules, which are specified in the bylaws, apply even in the<br />
case of interests in excess of the first legal disclosure threshold of 5%.<br />
In the case of non-disclosure, at the request of one or several<br />
stockholders together holding at least 5% of the capital, the undisclosed<br />
shares will be stripped of voting rights for a period of two years from<br />
the date on which the omission is remedied.<br />
There are no other bylaw clauses limiting voting rights.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A. 209
O rganization at december 31, 2002<br />
100%<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
AUTOMOBILES S.A.<br />
AUTOMOBILES<br />
<strong>PEUGEOT</strong><br />
100%<br />
50% 50%<br />
99.99% 99.99%<br />
F<strong>RA</strong>NCE<br />
RENAULT<br />
F<strong>RA</strong>NÇAISE<br />
DE MECANIQUE<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
SOCHAUX S.N.C.<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
RENNES S.N.C.<br />
27 SALES<br />
COMPANIES<br />
80%<br />
20%<br />
99.99%<br />
99.99%<br />
100%<br />
SOCIETE DE<br />
T<strong>RA</strong>NSMISSIONS<br />
AUTOMATIQUES<br />
SOCIETE<br />
MECANIQUE<br />
AUTOMOBILE<br />
DE L’EST<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
POISSY S.N.C.<br />
SOCIETE<br />
COMMERCIALE<br />
AUTOMOBILE<br />
99.99% 99.99%<br />
99.98%<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
AULNAY S.N.C.<br />
99.99%<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
MULHOUSE S.N.C.<br />
99.99%<br />
SOCIETE<br />
DE DISTRIBUTION<br />
ET D’EXPLOITATION<br />
D’AUTOMOBILE<br />
SODEXA<br />
FIAT S.p.A.<br />
50%<br />
50%<br />
SOCIETE<br />
EUROPEENNE<br />
DE VEHICULES<br />
LEGERS DU NORD<br />
SEVELNORD<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
MECANIQUE DE<br />
L’EST S.N.C.<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
MECANIQUE DU<br />
NORD OUEST S.N.C.<br />
EUROPE<br />
50% 50%<br />
99.79%<br />
SOCIETA<br />
EUROPEA VEICOLI<br />
LEGGERI -<br />
SEVEL S.p.A.<br />
(Italy)<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
AUTOMOVILES<br />
ESPANA<br />
(Spain)<br />
79.72%<br />
CITROËN<br />
LUSITANIA S.A.<br />
(Portugal)<br />
17.91%<br />
AUTOMOVEIS<br />
CITROËN S.A.<br />
(Portugal)<br />
100%<br />
<strong>PEUGEOT</strong> CITROËN<br />
AUTOMOBILES UK<br />
(United Kingdom)<br />
<strong>PEUGEOT</strong><br />
ESPANA S.A.<br />
(Spain)<br />
<strong>PEUGEOT</strong><br />
AUTOMOBILI<br />
ITALIA S.p.A<br />
(Italy)<br />
<strong>PEUGEOT</strong><br />
PORTUGAL<br />
AUTOMOVEIS S.A.<br />
(Portugal)<br />
<strong>PEUGEOT</strong><br />
DEUTSCHLAND<br />
GmbH<br />
(Germany)<br />
99.99% 99.99%<br />
<strong>PEUGEOT</strong><br />
MOTOR<br />
COMPANY Plc<br />
(United Kingdom)<br />
95% 100%<br />
<strong>PEUGEOT</strong><br />
NEDERLAND N.V.<br />
(Netherlands)<br />
99.99% 99.99%<br />
<strong>PEUGEOT</strong><br />
BELGIQUE<br />
LUXEMBOURG S.A.<br />
(Belgium)<br />
100% 99.90%<br />
<strong>PEUGEOT</strong><br />
SUISSE S.A.<br />
(Switzerland)<br />
100% 100%<br />
<strong>PEUGEOT</strong><br />
POLSKA<br />
(Poland)<br />
<strong>PEUGEOT</strong><br />
AUSTRIA GmbH<br />
(Austria)<br />
100% 100%<br />
<strong>PEUGEOT</strong><br />
SLOVENIJA d.o.o.<br />
(Slovenia)<br />
<strong>PEUGEOT</strong><br />
HUNGARIA<br />
(Hungary)<br />
100% 100%<br />
<strong>PEUGEOT</strong><br />
HRVASTSKA d.o.o.<br />
(Croatia)<br />
<strong>PEUGEOT</strong><br />
CESKA REPUBLICA<br />
(Czech Rep.)<br />
100%<br />
<strong>PEUGEOT</strong><br />
SLOVAKIA<br />
(Slovakia)<br />
100%<br />
99.90% 96.92%<br />
91.32% 100%<br />
67.40%<br />
32.51%<br />
OTHER<br />
CONTINENTS<br />
<strong>PEUGEOT</strong> CITROËN<br />
DO B<strong>RA</strong>SIL<br />
AUTOMOVEIS Ltda<br />
(Brazil)<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
ARGENTINA S.A.<br />
(Argentina)<br />
<strong>PEUGEOT</strong><br />
CHILE<br />
(Chile)<br />
AUTOMOTORES<br />
F<strong>RA</strong>NCO CHILENA<br />
S.A.<br />
(Chile)<br />
<strong>PEUGEOT</strong><br />
MOTORS<br />
OF AMERICA INC.<br />
(United States)<br />
<strong>PEUGEOT</strong><br />
CITROËN<br />
CUKUROVA<br />
(Turkey)<br />
100%<br />
100% 40%<br />
90.70% 90.08%<br />
3.73%<br />
3.73%<br />
210<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN<br />
<strong>PEUGEOT</strong><br />
AUTOMOTIV<br />
PAZARLAMA<br />
(Turkey)<br />
<strong>PEUGEOT</strong> JAPAN<br />
(Japan)<br />
<strong>PEUGEOT</strong><br />
AUTOMOBILE<br />
NIGERIA Ltd<br />
(Nigeria)<br />
<strong>PEUGEOT</strong><br />
ALGERIE<br />
(Algeria)<br />
<strong>PEUGEOT</strong><br />
EGYPTE SAE<br />
(Egypt)<br />
DONGFENG<br />
<strong>PEUGEOT</strong> CITROËN<br />
AUTOMOBILE<br />
COMPANY Ltd<br />
(China) 19.42%
<strong>PEUGEOT</strong> S.A.<br />
100%<br />
AUTOMOBILES<br />
CITROËN<br />
71.50%<br />
FAURECIA<br />
GEFCO<br />
99.94%<br />
98.40% 100%<br />
CITER<br />
100%<br />
CITROËN<br />
CHAMP DE MARS<br />
SOCIETE<br />
COMMERCIALE<br />
CITROËN<br />
13 SALES<br />
COMPANIES<br />
94.82% 99.38%<br />
99.95%<br />
95%<br />
100%<br />
CITROËN ITALIA<br />
S.p.A.<br />
(Italy)<br />
AUTOMOVILES<br />
CITROËN ESPANA<br />
(Spain)<br />
CITROËN<br />
DEUTSCHLAND AG<br />
(Germany)<br />
GEFCO ITALIA<br />
S.p.A.<br />
(Italy)<br />
GEFCO U.K. Ltd<br />
(United Kingdom)<br />
99.75% 99.97%<br />
99.97%<br />
100%<br />
70.59%<br />
CITROËN<br />
(SUISSE) S.A.<br />
(Switzerland)<br />
AUTOMOVEIS<br />
CITROËN S.A.<br />
(Portugal)<br />
CITROËN U.K. Ltd<br />
(United Kingdom)<br />
GEFCO<br />
DEUTSCHLAND<br />
GmbH<br />
(Germany)<br />
GEFCO BENELUX<br />
S.A.<br />
(Belgium)<br />
100% 100%<br />
100%<br />
97%<br />
99.99%<br />
CITROËN<br />
DANMARK A/S<br />
(Denmark)<br />
CITROËN BELUX<br />
S.A. - N.V.<br />
(Belgium)<br />
CITROËN<br />
NEDERLAND B.V.<br />
(Netherlands)<br />
GEFCO PORTUGAL<br />
T<strong>RA</strong>NSITARIOS<br />
LIMITADA<br />
(Portugal)<br />
GEFCO ESPANA<br />
S.A.<br />
(Spain)<br />
100% 100%<br />
100%<br />
100%<br />
98.64%<br />
CITROËN<br />
SVERIGE AB<br />
(Sweden)<br />
CITROËN<br />
OSTERREICH<br />
GmbH<br />
(Austria)<br />
CITROËN<br />
NORGE A/S<br />
(Austria)<br />
GEFCO POLSKA<br />
Sp. z.o.o.<br />
(Poland)<br />
GEFCO (SUISSE)<br />
S.A.<br />
(Switzerland)<br />
100% 100%<br />
100%<br />
CITROËN<br />
SLOVENIJA d.o.o.<br />
(Slovenia)<br />
CITROËN<br />
POLSKA<br />
(Poland)<br />
CITROËN<br />
HUNGARIA<br />
(Hungary)<br />
100% 100%<br />
100%<br />
CITROËN<br />
SLOVAKIA<br />
(Slovakia)<br />
CITROËN<br />
HRVATSKA d.o.o.<br />
(Croatia)<br />
CITROËN CESKA<br />
REPUBLICA<br />
(Czech. Rep)<br />
51%<br />
100%<br />
100%<br />
100%<br />
CITROËN<br />
DO B<strong>RA</strong>SIL<br />
(Brazil)<br />
CITROËN JAPON<br />
(Japan)<br />
GEFCO<br />
DO B<strong>RA</strong>SIL<br />
Ltda<br />
(Brazil)<br />
99.99%<br />
GEFCO<br />
PARTICIPACOES<br />
Ltda<br />
(Brazil)<br />
GEFCO<br />
ARGENTINA S.A.<br />
(Argentina)<br />
87.50%<br />
GEFCO TASIMACILIK<br />
VE LOJISTIK ANONIM<br />
SIRKETI<br />
(Turkey)<br />
46%<br />
GEFCO TUNISIE<br />
(Tunisia)<br />
99.92%<br />
GEFCO MAROC<br />
(Morocco)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN 211
74.93%<br />
84.54%<br />
AUTOMOBILES<br />
CITROËN<br />
9.02%<br />
BANQUE<br />
<strong>PSA</strong> FINANCE<br />
16.05%<br />
AUTOMOBILES<br />
<strong>PEUGEOT</strong><br />
15.45%<br />
PROCESS CONCEPTION<br />
INGENIERIE S.A.<br />
CREDIPAR<br />
99.91% 98%<br />
99.99%<br />
SOCIETE<br />
FINANCIERE DE<br />
BANQUE-SOFIB<br />
SOFI<strong>RA</strong>-SOCIETE<br />
DE FINANCEMENT<br />
DES RESEAUX<br />
AUTOMOBILES<br />
GIE <strong>PSA</strong><br />
TRESORERIE<br />
98.67% 99.99%<br />
STE DE<br />
CONSTRUCTION<br />
D’EQUIPEMENTS<br />
DE MECANISATIONS<br />
ET DE MACHINES-<br />
SCEMM<br />
99.99%<br />
STE DE<br />
CONSTRUCTIONS<br />
MECANIQUES<br />
PANHARD & LEVASSOR<br />
100%<br />
<strong>PEUGEOT</strong><br />
CITROËN MOTEURS<br />
HONDA<br />
MOTOR<br />
25%<br />
74.98%<br />
<strong>PEUGEOT</strong><br />
MOTOCYCLES<br />
100%<br />
100%<br />
99.92%<br />
100%<br />
<strong>PSA</strong> WHOLESALE Ltd<br />
(United Kingdom)<br />
<strong>PEUGEOT</strong> FINANCE<br />
INTERNATIONAL N.V.<br />
(Netherlands)<br />
<strong>PSA</strong><br />
INTERNATIONAL S.A.<br />
(Switzerland)<br />
PROCESS CONCEPTION<br />
INGENIERIE GmbH<br />
(Germany)<br />
ABBEY NATIONAL<br />
(United Kingdom)<br />
50%<br />
50%<br />
<strong>PSA</strong> FINANCE<br />
Plc<br />
(United Kingdom)<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
DEUTSCHLAND<br />
GmbH<br />
(Germany)<br />
100%<br />
<strong>PSA</strong> FINANCIAL<br />
HOLDING B.V.<br />
(Netherlands)<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
NEDERLAND B.V.<br />
(Netherlands)<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
AUSTRIA BANK AG<br />
(Austria)<br />
<strong>PSA</strong> GESTAO-<br />
COMERCIO<br />
E ALUGER<br />
DE VEICULOS<br />
(Portugal)<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
POLSKA<br />
(Poland)<br />
82.35%<br />
<strong>PSA</strong> FINANCE<br />
SUISSE S.A.<br />
(Switzerland)<br />
97% 57.69%<br />
<strong>PSA</strong> FINANCE<br />
BELUX<br />
(Belgium)<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
ITALIA S.p.A.<br />
(Italy)<br />
17.62%<br />
42.31%<br />
100%<br />
100%<br />
<strong>PSA</strong> FINANCE<br />
SLOVAKIA<br />
(Slovakia)<br />
<strong>PSA</strong> FINANCE CESKA<br />
REPUBLICA<br />
(Czech. Rep)<br />
Automobile Division:<br />
Manufacturing companies<br />
99.98%<br />
BANCO <strong>PSA</strong><br />
FINANCE B<strong>RA</strong>SIL 100%<br />
S.A.<br />
(Brazil)<br />
50%<br />
99.94%<br />
<strong>PSA</strong><br />
ARRENDAMIENTO 100%<br />
100%<br />
MERCANTIL S.A.<br />
(Brazil)<br />
100%<br />
PROCESS<br />
CONCEPTION<br />
INGENIERIE DO<br />
B<strong>RA</strong>SIL Ltda<br />
(Brazil)<br />
100%<br />
PROCESS<br />
CONCEPTION<br />
INGENIERIE<br />
ARGENTINA S.A.<br />
(Argentina)<br />
Automobile Division:<br />
Sales companies<br />
Transportation and<br />
logistics companies<br />
Finance companies<br />
<strong>PSA</strong> FINANCE<br />
ARGENTINA<br />
(Argentina)<br />
Other businesses
S tockholder Information<br />
(Euronext data)<br />
All figures adjusted for the six-for-one stock split on July 2, 2001<br />
Price data<br />
2002 2001 %<br />
change<br />
(in euros) on 2001<br />
closing<br />
High Low Dec 31, 2002 High Low Dec 28, 2001 price<br />
Peugeot S.A. share 60.80 32.20 38.86 58.27 35.40 47.75 -18.62<br />
CAC 40 Index 4,720.04 2,612.03 3,063.91 5,998.48 3,463.07 4,624.58 -33.75<br />
Trading data<br />
2002 2001<br />
Daily<br />
Daily<br />
Total average Total average<br />
- Number of shares 336,650,012 1,320,196 351,792,398 1,390,484<br />
- Value (in millions of euros) 16,159.1 65.1 17,325.3 68.5<br />
Price and trading volume of the Peugeot S.A. share on the Euronext Paris First Market (Deferred Settlement Service)<br />
Share price (in euros)<br />
Trading volume<br />
Average value<br />
Low High Last Volume (in thousands of euros)<br />
2001<br />
January 39.25 47.17 45.67 32,473,080 65,436.2<br />
February 44.77 53.55 49.12 29,443,974 71,851.0<br />
March 44.17 53.67 47.83 28,236,036 62,213.6<br />
April 44.83 54.33 53.65 26,922,000 71,878.9<br />
May 51.80 58.27 54.48 30,096,246 74,338.1<br />
June 52.00 56.48 53.45 38,092,098 102,521.1<br />
July 51.90 54.60 54.00 28,951,112 70,151.7<br />
August 51.05 55.10 52.45 25,690,157 59,345.2<br />
September 35.40 52.70 40.90 38,715,273 86,307.8<br />
October 40.00 47.74 45.15 29,150,276 56,255.5<br />
November 44.15 51.10 47.28 24,200,678 53,371.5<br />
December 44.00 48.40 47.75 19,821,468 51,437.4<br />
2002<br />
January 43.42 48.15 45.83 26,726,539 55,239.2<br />
February 43.50 50.30 50.30 28,419,056 66,966.7<br />
March 50.05 57.10 56.60 28,873,327 77,086.2<br />
April 52.40 58.15 55.20 27,325,038 71,394.4<br />
May 55.55 60.80 56.50 38,009,422 101,388.8<br />
June 50.35 57.85 52.55 26,515,899 70,876.2<br />
July 40.18 52.50 49.36 32,139,845 64,706.4<br />
August 43.30 49.95 45.62 26,291,008 55,546.2<br />
September 35.52 46.20 37.41 22,641,929 43,950.2<br />
October 32.20 44.85 42.84 34,282,121 58,766.3<br />
November 40.55 47.00 45.35 24,285,899 50,453.0<br />
December 37.56 46.10 38.86 21,139,929 43,552.1<br />
2003<br />
January 36.20 41.25 38.92 23,642,388 41,820.1<br />
February 36.42 41.48 41.00 27,563,032 54,118.6<br />
March 33.53 41.30 35.84 26,972,150 48,091.3<br />
212<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A.
L isting<br />
The Peugeot S.A. share is listed on the Euronext Paris market, where it is eligible for the deferred settlement system, as well as on the<br />
Brussels Stock Exchange. It is also traded in London on the SEAQ International system and in the United States in the form of<br />
American Depositary Receipts (ADRs), traded on the New York over-the-counter market. Each share of common stock is represented<br />
by one ADR.<br />
C oupons eligible for payment<br />
Dividends<br />
Dividend Tax credit<br />
Payment Time paid for tax Total<br />
Number Par Coupon as barred before tax already paid to income<br />
of shares value number from as from credit French Treasury per share<br />
Shares 50,110,828 FRF35 36 June 10, 1998 June 10, 2003 FRF3.00 FRF1.50 FRF4.50<br />
50,114,600 €6 37 June 9, 1999 June 9, 2004 €1.50 €0.75 €2.25<br />
45,491,008 €6 38 June 2, 2000 June 2, 2005 €2.70 €1.35 €4.05<br />
46,370,605 €6 39 May 23, 2001 May 23, 2006 €5.00 €2.50 €7.50<br />
259,109,146 €1 40 May 22, 2002 May 22, 2007 €1.15 €0.58 €1.73<br />
Other rights<br />
Number Par Coupon Ex-coupon Type<br />
of shares value value date of transaction<br />
Share 18,479,370 FRF70 26 July 15, 1987 Bonus share issue<br />
(1 new share for<br />
5 existing shares)<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A. 213
F inancial authorizations in effect<br />
Financial authorizations in effect<br />
before the combinated Annual and Extraordinary Stockholders Meeting of May 28, 2003<br />
Maximum<br />
Granted Validity Expires capital Debt Authorization<br />
1 – Annual Stockholders Meeting<br />
Conventional bonds (1) May 24, 2000 5 years May 24, 2005 €1 billion<br />
Buyback of shares<br />
Purchase<br />
of up to<br />
25,000,000<br />
shares<br />
Maximum<br />
purchase<br />
price: €65<br />
Minimum<br />
selling<br />
May 15, 2002 18 months November 15, 2003 price: €40<br />
2 – Extraordinary Stockholders Meeting<br />
Issuance of shares for cash,<br />
with or without pre-emptive<br />
subscription rights (1) May 16, 2001 26 months July 16, 2003 €400 million (2)<br />
Convertible bonds, with or without<br />
pre-emptive subscription rights (1) May 16, 2001 26 months July 16, 2003 €400 million (2) €600 million (3)<br />
Peugeot S.A. bonds with warrants,<br />
with or without pre-emptive<br />
subscription rights (1) May 16, 2001 26 months July 16, 2003 €400 million (2) €600 million (3)<br />
Peugeot S.A. shares with warrants,<br />
with or without pre-emptive<br />
subscription rights (1) May 16, 2001 26 months July 16, 2003 €400 million (2) €600 million (3)<br />
Bonds, with or without pre-emptive<br />
subscription rights (1) May 16, 2001 26 months July 16, 2003 €400 million (2) €600 million (3)<br />
Options to purchase new<br />
or existing Peugeot S.A. shares May 15, 2002 26 months July 31, 2004 2,000,000 shares<br />
Issuance of shares when a public<br />
offer to acquire or exchange the<br />
Company’s shares is in progress May 15, 2002 May 31, 2003 €400 million (2)<br />
Cancellation of shares<br />
10% of<br />
the capital<br />
stock per each<br />
24-month<br />
May 16, 2001 24 months May 16, 2003 period<br />
(1) Data in this chart is not exhaustive and is provided solely for information purposes.<br />
(2) Together, these issues may not have the aggregate effect of increasing the Company’s capital stock to more than €400 million.<br />
(3) Debt securities may be issued in a maximum nominal amount of €600 million or the equivalent in other currencies.<br />
214<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A.
Financial authorizations granted in resolutions<br />
submitted to the combinated Annual and Extraordinary Stockholders Meeting of May 28, 2003<br />
Maximum<br />
Granted Validity Expires capital Debt Authorization<br />
May 24, 2000 5 years May 24, 2005 €1 billion<br />
Acquisition<br />
of up<br />
to 25,000,000<br />
shares<br />
Maximum<br />
purchase<br />
price: €65<br />
Minimum<br />
selling<br />
May 28, 2003 18 months November 28, 2004 price: €40<br />
May 28, 2003 26 months July 28, 2005 €400 million (2)<br />
May 28, 2003 26 months July 28, 2005 €400 million (2) €600 million (3)<br />
May 28, 2003 26 months July 28, 2005 €400 million (2) €600 million (3)<br />
May 28, 2003 26 months July 28, 2005 €400 million (2) €600 million (3)<br />
May 28, 2003 26 months July 28, 2005 €400 million (2) €600 million (3)<br />
May 15, 2002 26 months July 31, 2004 2,000,000 shares<br />
May 28, 2003 May 31, 2004 €400 million (2)<br />
10% of<br />
the capital<br />
stock per each<br />
24-month<br />
May 28, 2003 24 months May 28, 2005 period<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A. 215
216<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - INFORMATION ABOUT <strong>PEUGEOT</strong> S.A.
R esolutions<br />
Resolutions to be voted on in Annual<br />
Stockholders’ Meeting<br />
First resolution<br />
Approval of the Report of the Managing Board and the<br />
financial statements<br />
The Annual Meeting, having reviewed the annual financial statements,<br />
the Report of the Managing Board, the Report of the Supervisory Board<br />
and the Auditors’ Report on the annual financial statements, approves<br />
the Report of the Managing Board.<br />
The Annual Meeting approves the 2002 financial statements, showing<br />
net income of €1,189,952,655.03.<br />
Second resolution<br />
Approval of the consolidated financial statements<br />
The Annual Meeting, having reviewed the consolidated financial<br />
statements, the Report of the Managing Board and the Auditors’<br />
Report on the consolidated financial statements, approves the<br />
consolidated financial statements for the year ended December 31,<br />
2002, as presented.<br />
Third resolution<br />
Appropriation of income for the year<br />
The Annual Meeting notes that distributable income, representing net<br />
income for the year of €1,189,952,655.03, plus retained earnings<br />
brought forward from the prior year in an amount of<br />
€309,094,914.66, totals €1,499,047,569.69.<br />
The Annual Meeting resolves to appropriate distributable income as<br />
follows:<br />
- To the payment of a dividend €349,797,347.10<br />
- To untaxed reserves €94,571,545.00<br />
- To other reserves €600,000,000.00<br />
- To unappropriated retained earnings €454,678,677.59<br />
The dividend of €1.35 per share, corresponding to total revenue of<br />
€2.025 per share including the associated tax credit of €0.675, will be<br />
paid as from June 4, 2003.<br />
The Annual Meeting notes that the dividend and corresponding tax credits<br />
for the years ended December 31, 1999, 2000 and 2001 were as follows:<br />
Number<br />
Dividend before<br />
Year of shares tax credit Tax credit Total<br />
1999 45,509,460 shares €2.70 €1.35 €4.05<br />
with a par value of €6<br />
2000 47,093,191 shares €5.00 €2.50 €7.50<br />
with a par value of €6<br />
2001 255,409,004 shares €1.15 €0.58 €1.73<br />
with a par value of €1<br />
Fourth resolution<br />
Approval of the Auditors’ Report on agreements with<br />
companies that have common directors<br />
The Annual Meeting, having reviewed the Auditors’ Report on<br />
agreements with companies that have common directors, approves the<br />
Report and the transactions referred to therein.<br />
Fifth resolution<br />
Ratification of the appointment of a member of the<br />
Supervisory Board<br />
The Annual Meeting ratifies the appointment to the Supervisory Board<br />
of Thierry Peugeot, decided by the Supervisory Board on December 19,<br />
2002, to replace Pierre Peugeot, deceased. Thierry Peugeot will remain<br />
in office for the remainder of his predecessor’s term, expiring at the<br />
close of the Annual Meeting to be held in 2004 to approve the 2003<br />
financial statements.<br />
Sixth resolution<br />
Appointment of a Statutory Auditor<br />
The Annual Meeting appoints PricewaterhouseCoopers Audit SA,<br />
32 rue Guersant, Paris 17, as statutory auditor to replace Coopers &<br />
Lybrand Audit, following the latter’s resignation. PricewaterhouseCoopers<br />
Audit SA is appointed for the remainder of its predecessor’s term,<br />
expiring at the close of the Annual Meeting to be held in 2005 to<br />
approve the 2004 financial statements.<br />
Seventh resolution<br />
Appointment of an Auxiliary Auditor<br />
The Annual Meeting appoints Yves Nicolas, 32 rue Guersant, Paris 17,<br />
as auxiliary auditor for PricewaterhouseCoopers Audit SA, to replace<br />
Pierre-Louis Schneider, following the latter’s resignation. Yves Nicolas<br />
is appointed for the remainder of his predecessor’s term, expiring at the<br />
close of the Annual Meeting to be held in 2005 to approve the 2004<br />
financial statements.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - RESOLUTIONS 217
R esolutions<br />
Eighth resolution<br />
Authorization to launch a share buyback program<br />
The Annual Meeting, having reviewed the Report of the Managing<br />
Board, authorizes the Managing Board to buy and sell the Company’s<br />
shares on the stock market in order to optimize earnings per share or<br />
stabilize the market price, or for attribution on exercise of stock<br />
options granted to the employees, management or officers of the<br />
Company or any related entity, or in connection with the management<br />
of the Company’s stockholders’ equity, or cash reserves, or for<br />
attribution on redemption, conversion, exchange or exercise of share<br />
equivalents. The shares may be purchased and sold by any appropriate<br />
means and at any time, on or off-market, including through the use of<br />
put and call options and any and all other derivatives traded on a<br />
regulated market or over-the-counter.<br />
The maximum purchase price is set at €65 per share and the minimum<br />
sale price at €40 per share. As an exception to the foregoing, if any<br />
shares acquired under this authorization are attributed on exercise of<br />
stock options, as provided for in articles L 225-179 et seq. of the<br />
French Commercial Code, the price at which the shares are attributed<br />
to optionholders will be determined in accordance with the applicable<br />
legal provisions.<br />
The Managing Board may acquire up to a maximum of 25,000,000<br />
issued shares outstanding under this authorization, which is granted for<br />
a period of eighteen months from May 28, 2003 and replaces with<br />
immediate effect the previous authorization granted by the Annual<br />
Meeting held on May 15, 2002.<br />
Resolutions to be voted on in<br />
Extraordinary Stockholders’ Meeting<br />
Ninth resolution<br />
Authorization to issue equity or securities conferring the right to<br />
acquire equity directly or indirectly<br />
The Extraordinary Meeting, having reviewed the Report of the<br />
Managing Board and the Auditors’ Special Report, resolves, pursuant<br />
to Article L.225-129, paragraph III-3, of the French Commercial Code:<br />
I. To grant the Managing Board, under Article 9 of the bylaws, a 26-<br />
month authorization, with immediate effect:<br />
a. To issue, in France or abroad, on one or several occasions, shares<br />
and/or securities conferring the right to acquire equity, directly or<br />
indirectly, and/or warrants for Peugeot S.A. shares, which may or<br />
may not be attached to securities issued by Peugeot S.A., and/or<br />
b. To issue bonus shares or raise the par value of existing shares, to be<br />
paid up by capitalizing earnings, reserves or additional paid-in capital.<br />
The Peugeot S.A. shares to be issued pursuant to this authorization<br />
shall carry the same rights as existing shares, except with regard to the<br />
cum dividend date. The securities conferring the right to acquire equity<br />
may be denominated in euros or in foreign currencies.<br />
II. That:<br />
a. The aggregate number of shares issued pursuant to the<br />
authorizations given in a) and b) above (including any shares issued<br />
to protect the rights of the holders of existing securities) may not<br />
have the effect of increasing the capital—currently €259,109,146—<br />
to more than €400,000,000 and<br />
b. The aggregate nominal value of debt securities issued pursuant to<br />
this resolution may not exceed €600,000,000 or the equivalent in<br />
foreign currency,<br />
not including the value of any issue and/or redemption premiums.<br />
III. That:<br />
a. If the Managing Board issues shares with pre-emptive subscription<br />
rights for existing stockholders, any shares not taken up by<br />
stockholders exercising this right shall be offered to the other<br />
stockholders for subscription in a proportion not exceeding their<br />
existing interests in the capital.<br />
b. If the total number of shares included in the issue are not taken up<br />
by stockholders exercising their pre-emptive right, the Managing<br />
Board may decide either to limit the amount of the issue to the value<br />
of the shares subscribed, provided that at least three-quarters of the<br />
shares offered have been taken up, or to freely allocate all or some<br />
of the unsubscribed shares or to offer the unsubscribed shares for<br />
subscription by the public.<br />
c. In the case of a bonus share issue, rights to fractions of shares shall<br />
be non-transferable. The corresponding shares shall be sold and the<br />
proceeds from the sale allocated among the holders of said rights<br />
within 30 days of the date on which the whole number of shares<br />
allotted to them is recorded in their account.<br />
d. In the case of issue of compound securities, stockholders shall not<br />
have any pre-emptive right to subscribe the shares to be issued on<br />
conversion, redemption, exchange or exercise of the securities.<br />
IV. To grant full powers to the Managing Board to:<br />
- Decide on the type of securities to be issued, based on market<br />
opportunities in France and abroad, determine the characteristics of<br />
the securities and the terms and conditions subject to compliance with<br />
the applicable laws and conditions.<br />
- Carry out any and all publication and other formalities, enter into any<br />
and all underwriting agreements with any and all banks, amend the<br />
bylaws as required and generally take any other action that is necessary.<br />
V. That this authorization cancels and replaces the authorizations to<br />
issue shares and securities conferring a right to acquire equity<br />
given to the Managing Board by the Extraordinary Meeting of<br />
May 16, 2001.<br />
218<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - RESOLUTIONS
Tenth resolution<br />
Authorization to issue securities conferring a right to acquire<br />
equity without pre-emptive subscription rights<br />
The Extraordinary Meeting, having reviewed the Report of the<br />
Managing Board and the Auditors’ Special Report, resolves that the<br />
issues of shares, securities or warrants conferring a right to acquire<br />
equity, immediately or in the future, as authorized in the ninth<br />
resolution of the Meeting, may be carried out, at the Managing Board’s<br />
discretion, in France or abroad, without existing stockholders being<br />
granted a pre-emptive subscription right, within the monetary limits set<br />
forth in paragraph II a) of the ninth resolution.<br />
The Extraordinary Meeting expressly waives stockholders’ pre-emptive<br />
subscription rights in the event that the Managing Board decides to use<br />
this authorization, provided that the issue price of the shares created<br />
directly or on conversion, redemption, exchange or exercise of<br />
securities, is at least equal to the average of the prices quoted for<br />
Peugeot S.A. shares on the Paris Bourse over ten consecutive trading<br />
days selected from among the twenty trading days preceding the<br />
opening date of the issue.<br />
Eleventh resolution<br />
Authorization to issue new shares while a public offer to<br />
acquire or exchange the Company’s shares is in progress<br />
The Extraordinary Meeting resolves that the blanket authorization,<br />
granted to the Managing Board in the ninth and tenth resolutions<br />
approved by this Annual Meeting, to increase the capital to a maximum<br />
of €400,000,000 by issuing shares and securities conferring a right to<br />
acquire equity, with or without pre-emptive subscription rights, may be<br />
used by the Managing Board while a public offer to acquire or exchange<br />
the Company’s shares is in progress, provided that subscription of the<br />
shares is not restricted. This authorization shall expire at the next<br />
Annual Meeting.<br />
Twelfth resolution<br />
Authorization to carry out an employee share issue<br />
The Extraordinary Meeting, having reviewed the Report of the<br />
Managing Board and the Auditors’ Special Report, resolves, in<br />
accordance with Article L.225-129, paragraph VII, of the Commercial<br />
Code, to authorize the Managing Board to carry out one or several<br />
employee share issues, as provided for in Article L.443-5 of the Labor<br />
Code, provided that the aggregate par value of the shares issued under<br />
this authorization does not exceed €15,000,000.<br />
The Managing Board shall have full powers to determine the amount of<br />
any such share issue or issues within the above limit, as well as their<br />
timing and other terms and conditions. The Managing Board shall also<br />
determine the issue price of the new shares, subject to compliance with<br />
Article L.443-5 of the Labor Code, the basis on which such shares are<br />
to be paid up, the subscription period and the terms governing the<br />
exercise of employees’ subscription rights.<br />
The Managing Board shall also have full powers to enter into any and<br />
all agreements, take any and all measures and carry out any and all<br />
necessary formalities to render the capital increase or increases<br />
effective, and to amend the bylaws to reflect the new capital.<br />
This authorization is given for a period of twenty-six months from the<br />
date of this Meeting.<br />
Thirteenth resolution<br />
Authorization to reduce the capital stock by canceling shares<br />
bought back by the Company<br />
The Extraordinary Meeting, having reviewed the Report of the<br />
Managing Board and the Auditors’ Special Report, authorizes the<br />
Managing Board to cancel any shares held now or in the future, as<br />
purchased under the buyback program authorized in the eighth<br />
resolution of this Meeting, provided that the number of shares canceled<br />
in any twenty-four month period does not exceed one-tenth of the<br />
Company’s capital stock.<br />
The Extraordinary Meeting gives full powers to the Managing Board to<br />
reduce the capital stock on one or several occasions by canceling shares<br />
as provided for above, to amend the bylaws to reflect the new capital,<br />
to carry out any and all publication formalities, and to take any and all<br />
measures required to effect the capital reduction or reductions, directly<br />
or indirectly.<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - RESOLUTIONS 219
T he Vice Presidents Committee<br />
Thierry ARMENGAUD<br />
Chief Executive, Banque <strong>PSA</strong> Finance<br />
Alain BALDEYROU<br />
Manufacturing and Components,<br />
Trnava Manufacturing Center<br />
Vincent BESSON<br />
Citroën Marque,<br />
Products and Markets<br />
Michel BRICOUT<br />
Citroën Marque,<br />
International Sales and Marketing<br />
Patrick BRIENS<br />
Manufacturing and Components,<br />
Mulhouse Manufacturing Center<br />
Jean-Marie BROM<br />
Manufacturing and Components,<br />
Poissy Manufacturing Center<br />
Christian CARDOT<br />
Finance, Control and Performance,<br />
Automobile Accounting and<br />
Finance Management Systems<br />
Alain CORDIER<br />
Finance, Control and Performance,<br />
Budget Control<br />
Louis DEFLINE<br />
Chairman, Gefco<br />
Yann DELABRIERE<br />
Executive Vice President,<br />
Finance, Control and Performance<br />
Philippe DORGE<br />
Employee Relations<br />
and Human Resources,<br />
Institutional and Labor Relations<br />
Denis DUCHESNE<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Cooperation Platforms<br />
Xavier FELS<br />
Group Vice President,<br />
External Relations<br />
Jean-Martin FOLZ<br />
Chairman of the Managing Board<br />
Roger GARNIER<br />
Peugeot Marque,<br />
International Development<br />
Pierre GOSSET<br />
Innovation and Quality,<br />
Quality<br />
Jean-Louis GREGOIRE<br />
Group Vice President,<br />
Executive Development<br />
Bernard GUERREAU<br />
Citroën Marque,<br />
Institutional Relations<br />
Bruno de GUIBERT<br />
Peugeot Marque,<br />
Products and Markets<br />
Hervé GUYOT<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Purchasing<br />
Alain HAMM<br />
Manufacturing and Components,<br />
Sochaux Manufacturing Center<br />
Pascal HENAULT<br />
Innovation and Quality,<br />
Research and Innovation<br />
Jean JACQUEMART<br />
Citroën Marque,<br />
Sales and Marketing France<br />
Yves JOUCHOUX<br />
Peugeot Marque,<br />
Spare parts Logistics<br />
Liliane LACOURT<br />
Group Vice President,<br />
Corporate Communications<br />
Véronique LARRIEU-PELEGRY<br />
Citroën Marque,<br />
Communications<br />
Norbert LARTIGUE<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Chassis and Powertrains<br />
Hubert LEHUCHER<br />
Peugeot Marque,<br />
Sales and Marketing Europe<br />
Jean-Paul LEVEL<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Vehicle Function Activities<br />
Hubert MAILLARD<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Platform 1<br />
Christian DELOUS<br />
Peugeot Marque,<br />
International Sales and Marketing<br />
Jean-Claude HANUS<br />
Group Vice President,<br />
Legal Affairs<br />
Victor MALLO<br />
Strategy and Group Product Planning,<br />
Industrial Strategy<br />
220<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - THE VICE PRESIDENTS COMMITTEE
Daniel MARTEAU<br />
Strategy and Group Product Planning,<br />
Manufacturer Relations<br />
and Cooperation Agreements<br />
Gilles MICHEL<br />
Executive Vice President,<br />
Platforms, Technical Affairs<br />
and Purchasing<br />
Jean-Marc NICOLLE<br />
Executive Vice President,<br />
Strategy and Group Product Planning<br />
Philippe PELLETIER<br />
Manufacturing and Components,<br />
Mechanical Component Plants<br />
and Foundries<br />
Bernard PELOUX<br />
Citroën Marque,<br />
Spare parts and Services<br />
Christian <strong>PEUGEOT</strong><br />
Peugeot Marque,<br />
Marketing and Quality<br />
Robert <strong>PEUGEOT</strong><br />
Executive Vice President,<br />
Innovation and Quality<br />
Jacques PINAULT<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Platform 2<br />
Jean-Claude PLAY<br />
Manufacturing and Components,<br />
International Cooperation<br />
and Manufacturing<br />
Jean-François POLUZOT<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Platform 3<br />
Jacques POMPANON<br />
Employee Relations<br />
and Human Resources,<br />
Human Resources Development<br />
Corrado PROVE<strong>RA</strong><br />
Peugeot Marque,<br />
Communications<br />
Jean-Guy QUEROMES<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Vehicle Subassembly Activities<br />
Jean-Louis REYNAL<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Chassis and Powertrain Platform<br />
Javier RIE<strong>RA</strong> NIEVES<br />
Manufacturing and Components,<br />
Vigo Manufacturing Center<br />
Gilles ROBERT<br />
Finance, Control and Performance,<br />
International Finance<br />
Alain ROJON<br />
Manufacturing and Components,<br />
Corporate Services<br />
Sylvie RUCAR<br />
Finance, Control and Performance,<br />
Cash Management<br />
Frédéric SAINT-GEOURS<br />
Executive Vice President,<br />
Peugeot Marque<br />
Magda SALARICH<br />
Citroën Marque,<br />
Sales and Marketing Europe<br />
Claude SATINET<br />
Executive Vice President,<br />
Citroën Marque<br />
Michel SCHREIBER<br />
Strategy and Group Product Planning,<br />
Products and Marketing<br />
Paul SEVIN<br />
Peugeot Marque,<br />
Sales and Marketing France<br />
François SOULMAGNON<br />
Employee Relations<br />
and Human Resources,<br />
Training and Working Conditions<br />
Jean TANGUY<br />
Manufacturing and Components,<br />
Aulnay Manufacturing Center<br />
Claude VAJSMAN<br />
Platforms, Technical Affairs<br />
and Purchasing,<br />
Control, Information Systems,<br />
and Design Facilities<br />
Roland VARDANEGA<br />
Executive Vice President,<br />
Manufacturing and Components<br />
Jean-Luc VERGNE<br />
Executive Vice President,<br />
Employee Relations<br />
and Human Resources<br />
Yvan PLAZANET<br />
Manufacturing and Components,<br />
Rennes Manufacturing Center<br />
Henri SAINTIGNY<br />
Special Advisor to the Chairman<br />
of the Supervisory Board<br />
Daniel ZAMPARINI<br />
Innovation and Quality,<br />
Information Systems<br />
At March 1, 2003<br />
<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - THE VICE PRESIDENTS COMMITTEE 221
12,000 copies of this report were printed<br />
Design: Department of Communication <strong>PSA</strong> Peugeot Citroën<br />
Photolibrary: <strong>PSA</strong> Peugeot Citroën - Faurecia - Gefco - Peugeot Motocycles - Photo: X - B.Garcin - Gasser<br />
Layout: Harrison&Wolf<br />
Publishing: ALTAVIA PRODITY
<strong>PEUGEOT</strong> S.A.<br />
Incorporated in France with issued capital of €259,109,146<br />
Governed by a Managing Board and a Supervisory Board<br />
Registered office: 75, avenue de la Grande Armée – 75116 Paris, France<br />
RCS Paris B 552 100 554 – Siret 552 100 554 00021<br />
Tel : 33 (1) 40.66.55.11 – Fax : 33 (1) 40.66.54.14<br />
www.psa-peugeot-citroen.com