Nps 179

A global automotive player Registration document 2011
CONTENTS
1 2 3
Introduction to Faurecia
Board of Directors, ExecutiveCommittee andAuditors Key gures
3
4 5
Corporate governance
8.1. 8.2. 8.3. 8.4. 8.5. Board of Directors The Executive Committee Senior Management Internal control Statutory Auditors report prepared inaccordance with ArticleL.225-235 oftheFrench Commercial Code
73
74 93 95 96
Business review 2011

2.1. 2.2. 2.3. The Faurecia Group Interior modules Other modules
7
8 10 13
103
Consolidated statement
9.1.
105
Results of operations andnancing

3.1. 3.2. 3.3. 3.4. Results of operations Financial structure andnetdebt Outlook Risk factors
15
16 18 20 21
9.2. 9.3. 9.4. 9.5. 9.6.
The Groups Human ResourcesPolicy

4.1. 4.2. 4.3. 4.4. 4.5. 4.6. Safety in the Workplace Skills development Strengthening Economic andSocialDialog Employee Prot-Sharing andIncentive Plans Administrative Efficiency inHumanRelations Other Employee-Related Data
27
28 31 34 36 38 39
9.7.
Consolidated statement 107 ofcomprehensive income Balance sheet consolidated 108 Consolidated cash ow statement 110 Consolidated statement ofchanges 111 inequity Notesto the consolidated nancial 113 statements Consolidated companies 166 asofDecember31, 2011 Statutory Auditors report ontheconsolidated nancial statements 172
10
Legal and nancial information 175

10.1. Faurecia parent company nancial statements and management report 10.2. Statutory Auditors reports onthenancial statements 10.3. Capital and share performance 10.4. Additional information onFaureciaSA 176 204 206 210
Quality
5.1. 5.2. 5.3. 5.4. Quality achievements Faurecia Excellence System (FES) Customer awards Outlook 2012
49
50 51 52 53
11
Annual Shareholders Meeting May23, 2012 225

11.1. 11.2. 11.3. 11.4. Statutory Auditors reports Agenda Draft resolutions Details concerning directors whoare proposed for re-election andcandidates whose appointment isputtothevote 226 231 232
6 7
Research and development

6.1. 6.2. 6.3. Market Expectations Research and Innovation Engineering and Program Management
55
56 58 62
244
Contents
Statement by the person responsible Cross-reference table with theinformation contained intheannual nancial report Cross-reference table
249
250 251 252
Faurecia and the environment

7.1. 7.2.
63
Faurecias products andtheenvironment 64 Faurecias manufacturing sites 69 andtheenvironment
Registration Document
2011
The French version of this Registration Document (document de rfrence), including the annual nancial report, was led with the Autorit des marchs nanciers (AMF) on 25th April 2012, pursuant to Article212-13 of the AMFs General Regulations. It may only be used in connection with a nancial transaction if it is accompanied by a memorandum approved by the AMF. This document has been prepared by the issuer under the responsibility of its signatories. The English language version of this Registration Document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation.
Faurecia
REGISTRATION DOCUMENT 2011
1
CONTENTS
BOARD OF DIRECTORS, EXECUTIVECOMMITTEE ANDAUDITORS
KEY FIGURES 4
Faurecia
Board of Directors, ExecutiveCommittee andAuditors
Board of Directors, ExecutiveCommittee andAuditors

Board of Directors as of April17, 2012 Yann Delabrire Chairman and Chief Executive Officer Directors ric Bourdais de Charbonnire Jean-Pierre Clamadieu Lee Gardner Jean-Claude Hanus Hans-Georg Hrter Linda Hasenfratz Ross Mcinnes Thierry Peugeot Robert Peugeot Frdric Saint-Geours Philippe Varin The Statutory Auditors MembersoftheCompagnieRgionalede Versailles Ernst& Young Audit Represented by Denis Thibon Tour First TSA 14444 92037 Paris La Dfense Cedex PricewaterhouseCoopers Audit Represented by Dominique Menard 63,rue de Villiers 92208 Neuilly-sur-Seine Executive Committee as of April17, 2012 Yann Delabrire Chairman and Chief Executive Officer Jean-Marc Hannequin Executive Vice-President, Faurecia Emissions Control Technologies Frank Imbert Chief Financial Officer Patrick Koller Executive Vice-President, Faurecia Automotive Seating Thierry Lemne Executive Vice-President, Group Communications Jacques Mauge Executive Vice-President, Faurecia Automotive Exteriors Bruno Montmerle Executive Vice-President, Group Strategy Christophe Schmitt Executive Vice-President, Faurecia Interior Systems Jean-Pierre Sounillac Executive Vice-President, Group Human Resources
Faurecia
Key gures
Key gures
16,190.2 (+15.0%)* 13,795.9 (+17.9%)* 650.9 371.3 201.7
9,292.2 (-22.2%)*
455.6 2009 3.3% 4.0% 2010 2011
2009 -1.0% -91.7 2009 2010

Sales (in m) * On a like-for-like basis
2010
2011 -1.0% -433.6
2011
Operating income (1) (in m and as a % of sales)
Net income/(loss) attributable to equity holders (in m)
1,104.5 941.2
451.4 759.6 689.1 304.3 493.2
395.3
169.1
4.3% 2009
6.8% 2010
EBITDA (2) (in m and as a % of sales)
6.8% 2011
1.8% 2009
2.2% 2010
Capital expenditure (in m and as a % of sales)
2.8% 2011
5.3% 2009
5.0% 2010
Gross R&D expenditure (3) (in m and as a % of sales)
4.7% 2011
84,179 75,676 1,267.4 1,401.2 1,196.8 58,414 898.2 1,224.1
302.7
2009
2010
Total headcount
2011
December 31 December 31 December 31 2009 2010 2011

Total equity (in m)
December 31 December 31 December 31 2009 2010 2011

Net debt (4) (in m)
(1) Definition in Note1.15 to the consolidated financial statements. (2) Operating income plus depreciation, amortization and provisions for impairment in value of property, plant and equipment and intangible assets (See Note5.5 to the consolidated financial statements). (3) Gross value before capitalized development costs and amounts billed to customers (See Note5.4 to the consolidated financial statements). (4) Definition in Note26.1 of the notes to the consolidated financial statements. Faurecia REGISTRATION DOCUMENT 2011
Faurecia
2
CONTENTS
2.1. 2.2.
THE FAURECIA GROUP INTERIOR MODULES

2.2.1. 2.2.2. Faurecia Automotive Seating Faurecia Interior Systems
8 10
10 11
2.3.
OTHER MODULES
2.3.1. 2.3.2. Emissions Control Technologies Automotive Exteriors
13
13 14
In accordance with Article28 of European Commission Regulation809/2004, the following information is incorporated by reference in this Registration Document: c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors reports, the comments on the consolidated financial statements and significant events of theyear by business, set out respectively on pages101 to 171, 179 to 201, 172 to 173, 202 to 203 and 8 to 20 of the 2010 Registration Document filed with the AMF on April28, 2011 under number D.11-0379; c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors reports, the comments on the consolidated financial statements and significant events of theyear by business, set out respectively on pages93 to 157, 166 to 189, 158 to 159, 190 to 191 and 8 to 22 of the 2009 Registration Document filed with the AMF on April28, 2010 under number D.10-0334.
Faurecia

The Faurecia Group
2.1. The Faurecia Group

After a year marked by a recovery in global automotive production in 2010, business remained robust in 2011. The annualized growth rate of automotive production between 2010 and 2011 is estimated at 3% worldwide, with increases of 10% in North America, 6% in Europe and 3% in South America (source: IHS Automotive, January2012). Against this backdrop, Faurecias consolidated 2011 sales totaled 16,190.2million, compared to 13,795.9million in 2010. This includes the sales generated by Angell-Demmel (consolidated since January1, 2011), in the amount of 117.4million, as well as those derived from the seat systems plant in Madison (Mississippi, UnitedStates), acquired on April4, 2011, in the amount of 108.3million. Theyear-on-year growth rate of Faurecias consolidated 2011 sales was 17.4% on a reported basis. On a like-for-like basis (2010 data restated to factor in the first-quarter 2011 sales of Plastal Germany; 2011 data excluding sales generated by Plastal Spain operations during the first ninemonths and operations for Madison and Angell-Demmel for the entireyear), sales were up 15.0% compared to 2010, breaking down as growth of 15.5% in the first half and 14.6% in the second. Product sales (deliveries of parts and components to automakers) amounted to 12,391.1million, compared to 10,695.8million in 2010, a 15.8% increase on a reported basis. On a like-forlike basis, sales increased by 12.9% (13.8% in the first half of theyear, 11.9% in the second). Sales of tooling, R&D and prototypes totaled 973.1million, versus 795.4million in 2010. This represents 22.3% growth on a reported basis. On a like-for-like basis, sales increased by 18.4% (14.8% in the first half, 21.3% in the second). Sales of catalytic converter monoliths totaled 2,687.3million, up from 2,168.1million in 2010, representing increases of 23.9% on a reported basis and 25.4% on a like-for-like basis (26.2% in the first half of theyear, 24.6% in the second). Total sales excluding catalytic converter monoliths totaled 13,502.9million in 2011, compared to 11,627.8million in 2010, a 16.1% increase on a reported basis. On a like-for-like basis, growth compared was 13.1% from 2010, breaking down as increases of 13.6% in the first half of theyear and 12.7% in the second. Product sales by geographic region in 2011 break down as follows: c in Europe, product sales amounted to 7,815.3million (63.1% of total product sales), versus 7,042.9million in 2010, up 11.0% on a reported basis and 6.2% on a like-for-like basis. After an 8.5% gain in the first half of theyear, second-half sales advanced by 3.7% on a like-for-like basis. Business remained steady with German carmakers, which accounted for 50.4% of product sales in Europe during the second half of theyear; c in North America, product sales amounted to 2,579.2million (20.8% of total product sales), versus 1,944.7million in 2010, up 32.6% on a reported basis and 32.6% on a like-forlike basis (30.1% in the first half of theyear, 35.0% in the second). Most of the gain was attributable to growth in sales to Daimler (new Mercedes M-Class), Volkswagen (Jetta, new Beetle, Passat), Ford (Fiesta and Focus) and General Motors (Cadillac in particular), as well as strong growth in product sales to Chrysler (new 200, Grand Cherokee). In addition, the acquisition of the seat systems plant in Madison contributed to the strong growth of North American sales to the Nissan group; c in South America, product sales amounted to 639.0million (5.2% of the total), versus 556.7million in 2010, up 14.8% on a reported basis. On a like-for-like basis, growth was 17.2%, breaking down as increases of 23.6% in the first half of theyear and 11.9% in the second; c in Asia, product sales amounted to 1,116.8million (9.0% of the total), versus 967.7million in 2010, up 15.4% on a reported basis. On a like-for-like basis, the increase was 16.1%, 11.8% of which was in China bringing annual product sales to 880.7million and 35.0% in Korea, where annual product sales totaled 163.2million. In the second half of theyear, product sales grew by 16.0% at constant exchange rates in Asia, with increases of 11.8% in China and 40.0% in Korea; c in other countries, product sales amounted to 240.7million, up 30.9% on a reported basis and 34.8% at constant exchange rates. These sales were mainly recorded in South Africa.
Faurecia

The Faurecia Group
PRODUCT SALES IN 2011 BY CUSTOMER (%)

5.8% Fiat Chrysler 4.7% Daimler 8.4% BMW 1.1% Toyota 1.4% Hyundai/Kia 1.6% Geely-Volvo 4.1% Others
Product sales to the Renault-Nissan group represented 11.5% of Faurecias total product sales. They were up 11.7% compared to 2010 on a reported basis and 3.6% on a like-for-like basis, totaling 1,424.0million. They were up 49.8% in North America and 32.8% in South America, but were flat in Europe (-0.1%) and Asia (-0.2%). Product sales to the Ford group accounted for 11.0% of the Faurecia Groups total product sales, totaling 1,357.2million in 2011. They were up 15.1% on a reported basis and 11.7% on a like-for-like basis, with 28.9% of growth in North America and 6.0% in Europe. Product sales to the BMW group amounted to 1,045.9million (8.4% of the Faurecia Groups total product sales). They were up 6.5% on a reported basis and 5.9% on a like-for-like basis. Growth mainly occurred in North America (+11.7%), with the increase in Europe coming to 2.8%, on like-for-like basis at constant exchange rates. Product sales to the General Motors group in 2011 registered a 0.5% increase on a reported basis and a 2.7% increase on a like-for-like basis, totaling 1,052.8million (8.5% of total product sales). On a like-for-like basis, sales were up 22.8% in Asia and 4.6% in North America. They were down 19.5% in Europe. Product sales to the Daimler group totaled 584.9million (4.7% of the Faurecia Groups total product sales). They were up 28.1% on a reported basis and 15.6% on a like-for-like basis, with increases of 6.8% in Europe and 282.4% in North America. The latter increase was attributable to the start of deliveries of seats and interior parts for the new Mercedes M-Class. In 2011, product sales to Fiat-Chrysler were up 82.1% (83.3% on a like-for-like basis), 13.2% to Geely-Volvo (12.9% on a likefor-like basis) and 47.6% to Hyundai/Kia (48.7% on a like-forlike basis). They were down 22.3% to Toyota (20.6% at constant exchange rates).
8.5% GM Group 11.0% FORD Group 11.5% Renault-Nissan
25.3% VW Group
16.6% PSA Peugeot Citron
Product sales to the Volkswagen group totaled 3,136.8million in 2011, up 20.8% on a reported basis and 15.0% on a like-forlike basis. They accounted for 25.3% of the Faurecia Groups total product sales. On a like-for-like basis, the increase was 13.7% in Europe, 29.6% in North America, 18.1% in Asia and 5.5% in South America. Product sales to the PSA Peugeot Citron group totaled 2,061.0million in 2011, up 5.7% on a reported basis and 6.1% on a like-for-like basis. They accounted for 16.6% of the Faurecia Groups total product sales. On a like-for-like basis, sales growth was driven by Asia (+11.5%) and South America (+34.5%). In Europe, product sales growth was 3.3%.
(in millions)
H2 2010
6,970.0 3,784.6 3,185.4 5,341.4 2,140.5 1,270.5 3,411.0 1,275.8 654.6 1,930.4
H2 2011
8,039.9 4,240.5 3,799.4 6,058.9 2,319.9 1,492.3 3,812.2 1,478.3 768.4 2,246.7
Chg.*
12.7% 9.8% 17.9% 11.9% 6.1% 14.5% 9.2% 18.9% 12.5% 16.7%
2010
13,795.9 7,663.8 6,132.1 10,695.8 4,343.2 2,635.7 6,978.9 2,478.0 1,239.0 3,716.9
2011
16,190.2 8,626.7 7,563.5 12,391.1 4,769.9 3,075.3 7,845.1 2,934.6 1,611.3 4,545.9
Chg.*
13.1% 10.8% 17.5% 12.9% 8.3% 14.1% 10.5% 20.7% 10.9% 17.2%
Total sales Interior Modules Other Modules Product sales Automotive Seating Interior Systems Interior modules (sub-total) Emissions Control Technologies Automotive Exteriors Other modules (sub-total)
*
On a like-for-like basis, excluding catalytic converter monoliths.
Faurecia

Interior modules
2.2. Interior modules

Sales for the Interior Modules segment totaled 8,626.7million in 2011, up 12.6% on a reported basis. On a like-for-like basis, they were up 10.8% (11.8% in the first half of theyear, 9.8% in the second). Product sales amounted to 7,845.1million in 2011, compared to 6,978.9million in 2010, an increase of 12.4% on a reported basis. On a like-for-like basis, sales were up 10.5% (11.7% in the first half of theyear, 9.2% in the second).
2.2.1. FAURECIA AUTOMOTIVE SEATING

Sales
4,981.2million
Employees
30,272
Sites
76
Countries
24
R&D Centers
18
The Automotive Seating business generated 4,981.2million in sales in 2011, up 9.0% compared to 2010 on a reported basis and 7.5% on a like-for-like basis. Product sales totaled 4,769.9million, versus 4,343.2million in 2010, up 9.8% on a reported basis and 8.3% on a like-for-like basis. The increase in the second half of theyear was 8.4% on a reported basis and 6.1% on a like-for-like basis. In Europe, product sales rose by 2.2%year-on-year on a reported basis to 3,131.4million (2.3% on a like-for-like basis). With product sales totaling 880.0 million, North America recorded 38.4% increase in annual growth on a reported basis, including 52.5% growth in the second half of 2011 compared with the second half of 2010. These sales factor in the seat systems plant business in Madison, in the amount of 107.7million for theyear. On a like-for-like basis, growth was 26.4% for theyear and 34.6% in the second half of theyear. The gain was attributable in large part to the ramp-up of the new Mercedes M-Class and sustained sales to Volkswagen (Jetta, new Beetle, Passat in the new Chattanooga plant). In South America, product sales totaled 265.8million in 2011, a 32.1% increase from 2010 on a reported basis (35.3% on a like-for-like basis). In the second half of theyear, the increase was 17.7% on a reported basis and 24.1% on a like-for-like basis. In Asia, product sales totaled 464.9million, up 8.8% over the fullyear on a reported basis (9.4% on a like-for-like basis) and 8.4% in the second half (8.3% on a like-for-like basis). Product sales to the majority of our customers were up, in particular, to Renault-Nissan, VW and Daimler, due to the launch of new vehicles for which Faurecia is a supplier and to the incorporation of new business within Faurecias scope of consolidation, and to Chrysler due to growth in the North American market. Theyear 2011 was marked by the launch of mass production of the Daimler M-Class in the USA and the VW Up! in Europe,
* Source: Faurecia.
for which Faurecia supplies complete seating units. Theyear also saw the continuation of the worldwide roll out of front seating frame platforms developed and produced by Faurecia Automotive Seating for Nissan, General Motors, Volkswagen and PSA with new applications in Europe, North America, South America and Asia. These new generation standard frames (which are now fitted in more than 50different models) have helped Faurecia bolster its leading position1* in the international seating platform market. During theyear, Faurecia managed over 65complete seat and seating frame programs in total and delivered over 150million seating components and subassemblies, including mechanisms, front and rear frames, covers, foam components and headrests, integrated into over fivemillion complete seatunits. In 2011, Faurecia added the Madison (USA) just-in-time complete seat production unit to its businesses, purchased from Johnson Controls. This plant produces over 200,000complete seats ayear, which are delivered to the Nissan plant in Canton. This acquisition means that Faurecia is now one of Nissans largest complete seat suppliers in North America. The launch of the production of seat frames for Nissan in the USA in 2012 and 2013 will add to this business. Sales and marketing activities were again strong in 2011, with a high number of new program wins for complete seat units, mechanisms and other components. Over 60% of this new business was won for new vehicles or following a bid process, which led to Faurecia capturing further market share. The main growth drivers are concentrated in North America, China and Russia with GM, BMW and Renault-Nissan, meaning that the Group was able to spread its sales growth more evenly across geographic regions. New market share was won from the competition in international frame platforms and seating mechanisms at a number of customers, strengthening Faurecias position in these segments. The main contract renewals during theyear concerned BMW and VW in Europe and Renault in Brazil, for both complete seat units and seating
10
Faurecia

Interior modules
frames. Faurecias Automotive Seating business now ranks number three worldwide for complete seat units and number one for frames and mechanisms*. During the year, the Group continued to streamline its manufacturing base, closing three facilities in Europe. The Group has 76factories (including 34just-in-time sites) located in 22countries. The process to transfer all of the mechanism production and Research& Development units from Flers to the new Caligny site was completed in November2011. Innovation is still a priority for Faurecia Automotive Seating, with a particular focus on Premium solutions, lighter-weight products and international seating platforms. Product weight reduction is a key requirement of automakers and has become an essential element of the product development process. Faurecia Automotive Seating offers innovative solutions combining new materials with optimal design concepts that can lighten the weight of each seat unit by several kilograms. The international, modular, platform approach means that international carmakers can be offered a product which is
relevant, and can be manufactured, based on a portfolio of standard components and sub-assemblies in every region of the world. The quest for optimal competitiveness is key to all of Faurecia Automotive Seatings new developments, including entry-level product solutions for emerging markets. Thisyear, Faurecia Automotive Seating took part in the Shanghai, Frankfurt and LosAngeles motor shows, where it presented its vision for the Premium (Premium Seating) and entry-level (Performance Seating) segments, at the same time as adding a new version of the Smart Fit seat which enables seating comfort to be adjusted, via GPS, for road conditions as well as for the occupants position. Throughout 2011, 4.5% of the businesss sales were devoted to research and development. 56 of the 102 patents filed in 2011 were for new inventions, bringing the total number of active patents to 1,846. Close to 20customer events dedicated to innovation and the acquisition of new programs were organized all over the world in 2011.
2.2.2. FAURECIA INTERIOR SYSTEMS

Sales
3,645.5million
Employees
23,865
Sites
68
Countries
24
R&D Centers
7
Interior Systems sales totaled 3,645.5million in 2011, up 17.9% on a reported basis versus 2010, and 15.6% on a like-for-like basis. Product sales totaled 3,075.3million, versus 2,635.7million in 2010, up 16.7% on a reported basis, and 14.1% on a like-forlike basis. In the second half of theyear, product sales were up 17.5% and 14.5% respectively. In Europe, product sales totaled 2,056.5million in 2011, up 14.0% versus 2010 on a reported basis, and 8.4% on a like-forlike basis. In North America, sales amounted to 622.3million, up 29.9% on a reported basis versus 2010, or 35.6% at constant exchange rates. In South America, product sales totaled 192.2million in 2011, up 17.6% compared to 2010 on a reported basis, and 19.8% on a like-for-like basis. In Asia, the Interior Systems business product sales totaled 137.8million, slightly decreasing 0.3% on a reported basis and 0.2% on a like-for-like basis. However, during the second-half of theyear, product sales were up 7.1% and 6.5% respectively. Like 2010, this was another particularly eventfulyear in terms of production launches. In Europe, in particular, there were production launches for the MercedesSLK, Opel Zafira, Dacia
* Source: Faurecia.
Duster, Volkswagen Up, Citron DS5, Ford Focus and Toyota Yaris. North America started production of instrument panels for the new Chrysler Sebring, Volkswagen Passat and Volkswagen New Beetle. South America started production of instrument panels for the Chevrolet Astra and the Dacia Sandero. New contracts continued to be won in 2011. Faurecia Interior Systems won 88 contracts estimated to be worth 3,026million in product sales. In line with its strategy of consolidating its technological leadership, in early 2011, Faurecia acquired Angell-Demmel Europe, the world leader in metal automotive interior trim parts. In 2011, Faurecia Angell-Demmel, based in Lindau (Germany), achieved 111.7million worth of sales with the leading German carmakers Audi, BMW, Daimler and Volkswagen. This company employs 1,177people at two industrial sites in Lindau and Kennelbach (Austria) and a design, development and prototyping center in Lindau. TheSAS joint venture with Continental, which specializes in just-in-time assembly and delivery of complete cockpit modules comprising instrument panels with built-in electronics and circuitry (and which is world leader in this sector), enabled Faurecia to deliver 4.4 million ready-assembled modules, resulting in sales of 3,576.6 million, up 10.8% compared to2010.
Faurecia
11

Interior modules
Faurecia Interior Systems is pursuing its ambitious expansion plans in China. As a result of the strategic alliance entered into with the Geely group in 2010, six new plants are being built. One became operational at the end of 2011, and the other five were still under construction or in the launch phase on that same date. Based in Chengdu, Cixi, Beilun, Lanzhou, Jinan and Xiangta, the six plants aim to develop, produce and deliver interior automobile systems to all the Geely brands in China. Additionally, the Group has formed a company in which Faurecia has a 50% interest, together with Guangneng, the Chinese plastic parts supplier, to deliver interior parts to the Changan Ford JV in Chongching. Guangneng will also start gradually producing injection tools, under Faurecias supervision. Faurecia Interior Systems has also built two new plants based in Pluak Daeng (Thailand) and Chennai (India), which will be operational in the first half of 2012. In North America, a new plant in Louisville (USA) was launched in the third quarter of 2011 and another in Fraser (USA) is currently under construction. In Europe, three new plants are being built to consolidate Faurecia Interior Systems position in Kaluga (Russia), Gorzow (Poland) and Kosice (Slovakia). The Interior Systems business also pursued its roll out of the FaureciaExcellenceSystem (FES), leading to a major shift in its manufacturing performance. This improvement has been recognized by several of the groups customers. The Washington (England) plant was recognized by Nissan Europe in the meilleure progression usine [most improved plant] category whereas the Orhangazi (Turkey) plant won the prize for the best plant in terms of quality, cost and delivery times, awarded by Oyak RenaultNissan.
Innovation, which is a key function for Faurecia Interior Systems, is very much focused on carmakers requirements. A great deal of effort has been put into weight reduction, use of renewable materials, expanding the use of natural fibers, optimizing architectures and replacing oil-based products with bio-sourced components. A particular focus has been placed on developing a portfolio of trim technologies. Faurecias unique and particularly diversified offer of trim materials and components provides carmakers with original solutions for making their vehicle interiors more attractive and ensures product differentiation. The development of vertical integration and products designed to be manufactured in any part of the world means that Faurecia can offer the most competitive solutions. Faurecia Interior Systems engineering expertise was recognized internationally at the 41st Society of Plastics Engineers awards ceremony, when Faurecia won three awards in the Automotive Innovation category, alongside its customers, Ford and Chrysler. These prizes were awarded for the development of the MuCell molding technology, recognized in the Process category. This technology enabled the weight of the instrument panels on the Ford Escape and Kuga 2012, produced in the Faurecia Interior Systems (FIS) plant in Louisville (Kentucky, United States) to be reduced significantly. FISs achievements in the area of passive safety system integration with the RALF concept which is found in numerous new vehicles, including the new Ford Focus, was also recognized. Finally, the Engineering teams were recognized with a special award from the panel of judges for their performance in developing instrument panels for the latest Chrysler vehicles.
12
Faurecia

Other modules
2.3. Other modules

Sales for the Other Modules business totaled 7,563.5million in 2011, up 23.3% on a reported basis. On a like-for-like basis, and excluding catalytic converter monoliths, sales in this segment increased by 17.5% (17.0% in the first half, 17.9% in the second). Product sales excluding catalytic converter monoliths totaled 4,545.9million in 2011, versus 3,716.9million in 2010, up 22.3% on a reported basis. On a like-for-like basis, the increase was 17.2%, 17.7% of which was in the first half of theyear and 16.7% in the second half.
2.3.1. EMISSIONS CONTROL TECHNOLOGIES

Development centers
7
Sales
5,779.3million
Employees
18,550
Sites
70
Countries
21
The Emissions Control Technologies business generated total sales of 5,779.3million in 2011, up 20.9% on a reported basis and 20.5% at constant exchange rates and excluding sales of catalytic converter monoliths. Product sales excluding catalytic converter monoliths totaled 2,934.6million in 2011, increasing 18.4% on a reported basis and 20.7% on a like-for-like basis. In the second half of 2011, product sales increased by 15.9% on a reported basis and 18.9% at constant exchange rates. By geographic region, product sales (excluding catalytic converter monoliths) rose by 11.9% in Europe (11.7% on a likefor-like basis), 26.4% in North America (32.0% on a like-for-like basis) and 27.8% in Asia (28.7% on a like-for-like basis). They were down 5.7% in South America (-3.9% on a like-for-like basis). In the second half of 2011, product sales rose by 6.7% in Europe (6.8% on a like-for-like basis), 25.8% in North America (31.9% on a like- for-like basis) and 26.9% in Asia (27.3% on a like-forlike basis). They were down 9.4% in South America (-4.5% on a like-for-like basis). Theyear 2011 was filled with mass production start-ups, with 88vehicle launches. In Europe, in particular, there was the launch of the new 2.0l GTDI from BMW, equipped with a complete module formed by the turbo, the manifold and the catalytic converter, the launch of the AudiQ3 from the PQMix platform, shared with the VW Tiguan, equipped with self-contained systems for its gasoline and diesel engines as well the launch of the Land Rover Evoque, equipped with complete exhaust lines. In Russia, where Faurecia Emission Control Technologies supplies the cold section of the Avtovaz Priora. In North America, the Chattanooga production plant launched the production of exhaust systems for the VW Passat. Faurecia Emissions Control Technologies also launched the complete exhaust line for the Chrysler 300C onto the commercial vehicles
(1) Source: Faurecia.
market as well as hot section equipment for Cummins, John Deere andHino. In Asia, the GM Global Small platform was launched thisyear in South Korea, as well as the GM Colorado and Ford Ranger pick-ups in Thailand, both equipped with complete exhaust lines. In 2011, Faurecia Emissions Control Technologies held onto its position as world market leader(1) with over 99new programs won. Its increasingly significant position in the Chinese market continued with the majority of new programs coming from Chinese carmakers such as FAW, Geely, Changan, Dongfeng, JMC and Guangzhou. A significant number of contracts were also won in Europe with our major clients VW, Ford and PSA. Business continued to grow on the commercial vehicles market due to consolidation of the partnership with Cummins and the acquisition of new programs at DAF, Cummins and John Deere. Faurecia Emissions Control Technologies is present on all automotive markets worldwide, with an overall manufacturing presence covering 70sites and 7 research and development centers. In April 2011, expansion of the research and development center for customers in Shanghai began. This center is focusing on developing emissions control to anticipate future Chinese standards, improving engine energy consumption and designing optimal acoustic solutions. Thisyear, Faurecia Emissions Control Technologies consolidated its presence on the Indian market with the acquisition of Yutaka Autoparts Limited, a manufacturer of complete exhaust systems based in Pune and supplying Indian carmakers, in particular, Tata. The expansion of the Chennai site is also part of Faurecias strategy of supporting its global customers, in this case, Hyundai. Tata and Hyundai can be added to the list of existing Indian customers such as Ford, Nissan and Toyota. In South Korea, Faurecia Emissions Control Technologies strengthened its position by opening a third plant. This plant,
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Other modules
located in Yeoncheon, will reinforce the existing system for filling Hyundai orders. It supplies cold sections for the new version of the Accent and Veloster models, as well as the hot sections for the Korean brands Gamma 1.4L/1.6L, Nu 2.0L and Tau 4.6L/5.0L. Innovation continues to be a priority for Faurecia Emissions Control Technologies. The business presented some new products at the Frankfurt motor show, such as the fabricated isolated manifold designed for gasoline engines combined with a dual entry turbo as well as new processes such as the brazing and forming technologies used to significantly reduce the weight of exhaust lines.New concepts were also demonstrated, such as the post-treatment module for the range extender. Thiscompact module comprising a manifold coupled
to a catalytic converter, a resonator and a silencer demonstrated Faurecias ability to rise to this new specific challenge in terms of emissions control, acoustics and packaging. Faurecia Emission Control Technologies reinforced its capacity to treat diesel emissions by making a strategic investment in Amminex A/S, a Danish company with the latest expertise in the treatment of nitrous oxides and the inventor of the Ammonia Storage and Delivery System (ASDS). This technology is a gaseous selective catalytic reduction (SCR) system, providing an alternative to liquid SCR systems. It will offer major advantages to carmakers in terms of satisfying the Euro6 standard and the future Euro7 standard.
2.3.2. AUTOMOTIVE EXTERIORS

Development centers
7
Sales
1,784.2million
Employees
5,894
Sites
29
Countries
9
Sales from the Automotive Exteriors business totaled 1,784.2million in 2011, up 32.1% compared to 2010 on a reported basis, and 12.1% on a like-for-like basis. The reported change in sales factors in the contribution from Plastal Germany in the first quarter of 2011, in the amount of 135.9million, and that of Plastal Spain in the first ninemonths of theyear, in the amount of 121.6million. Product sales totaled 1,611.3 million in 2011. They were up 30.1% on a reported basis. Product sales were up 10.9% compared with 2010 on a like-for-like basis. During the second half of 2011, product sales increased 17.4% compared with the same period of 2010 on a reported basis and 12.5% on a like-for-like basis. Theyear 2011 was marked by the deployment of Faurecias growth strategy outside Europe. It was focused, on the one hand, on South America, with orders being won for major programs for PSA and VW with the construction of two plants in Brazil, one in Sao Bernardo do Campo (State of Sao Paulo) and the second in Porto Real (State of Rio de Janeiro) as well as the construction of the Malvinas plant in Argentina. The strategy was also put into practice in China, with the creation of a joint venture with the HuaXiang group, which supplies the FAW-Volkswagen groups with exterior parts in Changchun. Lastly, Faurecia Automotive Exteriors has agreed to build a plant in Belvidere (Illinois) in the United States for the launch of various programs for Chrysler.
There were seventeen product launches in 2011, in particular, the AudiA4 facelift front-end module, the VW Passat and VW up technical front-ends, the AudiA6 S-Line, VW Tiguan, BMW Srie 5GT, Ford Focus, Opel Zafira, Porsche911 and Citron DS5 fenders, as well as the fan unit for the VW Up. The innovations applied to program in 2011 involved not only the international deployment of the NewTech process, but also product/process solutions responding to carmakers style requirements. In particular, self-colored grilles or the use of laser welding as an assembly method for body trim components. Finally, as part of its weight reduction strategy and, more specifically, its strategy to reduce the weight of structural parts, Faurecia signed a number of major partnership deals for composites, including one with the Fraunhofer Institute in Karlsruhe. It also furthered this strategy by creating an international chair dedicated to industrial composites for automotive applications with the cole Centrale de Nantes. The Automotive Exteriors business now has a total of 29plants in nine countries, 23 of which in Europe, two in the United States, three in South America and one in China. The research and development centers are located in Audincourt, France, Weissenburg and Gaimersheim, Germany, Barcelona, Spain and Auburn Hills, United States. Two research and development centers are shared with other Faurecia businesses: Pune in India and Shanghai in China.
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Faurecia
3
CONTENTS
3.1.
RESULTS OF OPERATIONS
3.1.1. 3.1.2. Operating income Net income
16
16 17
3.3. 3.4.
OUTLOOK RISK FACTORS

3.4.1. Industrial and environmental risks Financial risks Legal risks 3.4.2.
20 21
21 23 25
3.2.
FINANCIAL STRUCTURE ANDNETDEBT
18
3.4.3.
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Results of operations
3.1. Results of operations

3.1.1. OPERATING INCOME
Operating income for 2011 totaled a profit of 650.9million, or 4.0% of sales, up 43% compared to 2010, when it represented a profit of 455.6million, or 3.3% of sales. In the second half of 2011, operating income totaled 310.8million, or 3.9% of sales, up 30% compared to the same period in 2010, when it totaled 239.1million, or 3.4% of sales. The 71.7million increase in operating income during the second half of 2011 compared to the same period of 2010 is mainly due to four factors: c growth in sales volumes, with the additional contribution estimated at 190million; c a negative impact of 10million from change in raw material prices, net of rebilling to customers, as well as other costs stemming from the strong growth of project start-ups, estimated at 45million; c a 46million reduction in fixed costs in Europe; c increased costs stemming from new facilities and the expansion of operations outside Europe, totaling 109million. In North America, the main projects were the start of production for Volkswagen on the Chattanooga (Tennessee) site the start of production for the new Mercedes M-Class on the Cottondale and Tuscaloosa (Alabama) sites, the expansion of the Madison (Missouri) site for Nissan, and the Arlington (Texas), Lansing (Michigan) and Louisville (Kentucky) sites. In addition, Faurecia Emissions Control Technologies started producing emissions control systems for commercial vehicles in partnership with Cummins. In China, 11new production sites were launched in Hadu, Chengdu(2), Wuhan, Shenyang, Beilun, Lixi, Xiangtan, Jinan, Yancheng and Lanzhou. The increase of 195.3million in operating income for all of 2011 compared to 2010 is attributable to the same factors: c growth in sales volumes, contributing 373million; c a negative impact estimated at 40million from change in raw material prices, net of rebilling to customers, as well as other costs in the amount of 17million; c a 75million reduction in fixed costs in Europe; c increased costs outside Europe to support new developments, totaling 196million (see above). The trend for individual business segments was similar to that for the Group as a whole: c the operating income for Interior Modules (Automotive Seating and Interior Systems) increased 152.4million from 2010. For 2011, it amounted to 407.5million, or 4.7% of sales. This change resulted from improved operations and the profitability of programs launched during the last fewyears; c the operating income for Other Modules (Emissions Control Technologies and Automotive Exteriors) increased 42.9 million, reaching 243.4 million, or 3.2% of sales. It amounted to 5.0% of sales excluding catalytic converter monoliths. Gross R&D expenditure amounted to 759.6 million and represented 4.7% of sales, versus 689.1million in 2010 (5.0% of sales). The increase was 10% on a like-for-like basis. It was attributable to development activity generated by the high level of order intakes recorded in 2010 and 2011. Amounts billed and billable to customers rose sharply to 498.0million, versus 393.5million in 2010. The capitalized portion of research and development expenditure, in accordance with IFRS, amounted to 178.9million, compared with 154.3million in 2010. As a ratio of total research and development expenditure, capitalized expenditures went to 23.5%. Faurecia benefited in France from the regime of specific tax credits awarded on the basis of research and development activity conducted in that country. For 2011, these tax credits, which are deducted from gross research and development expenditure, amounted to 35million, compared with 13million in 2010, the increase stemming chiefly from an additional amount calculated on expenditures made in prioryears. Together, these factors resulted in net development costs of 222.3million, versus 303.2million in 2010, and 207.9million in 2009. Selling and administrative expenses amounted to 510.6million, or 3.2% of sales, versus 443.8million or 3.2% of sales in 2010. Excluding change in the scope of consolidation and exchange rates, the increase was 11%, well below the increase in sales, and was mainly due to growth in trading outside Europe. EBITDA which corresponds to operating income before depreciation, amortization and provisions for impairment in value of plant, property and equipment and capitalized development costs amounted to 1,104.5million (6.8% of sales), compared to 941.2million in 2010. The increase in EBITDA mainly stemmed from growth in operating income.
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Faurecia

3.1.2. NET INCOME

The Other operating income and expenses item totaled 57.9million. It included 55.8million in restructuring charges. These mainly pertain to the restructuring of businesses in France (20.4million), Germany (14.3million) and the USA (6.8million). These charges represent the finalization of the restructuring plans set out in 2009, with the aim of adapting production facilities in Europe to the new market conditions, and generating synergies from the integration of Emcon Technologies, acquired in February2010. They also include expenses relating to the redundancy of 1,338 employees. Cash financial income totaled 10.6million, versus 8.1million in 2010. Finance costs totaled 109.1million, versus 98.7million in 2010. The increase in finance costs was attributable to an increase in average borrowing costs from 4.22% in 2010 to 4.42% in 2011. Atyear end, Faurecia issued a 350million bond maturing in five years, repaid early loans granted in November2008 by a pool of banks and its largest shareholder, PeugeotSA, and set up a new three-and five-year syndicated loan with its banks. Other financial revenues and expenses totaled 19.0million, versus 25.6million in 2010. This item includes an 8.2million impact from the discounting of pension liabilities and the accelerated amortization of the balance of commissions on the 2008 syndicated loan in the amount of 3.5million. The tax expense for the year was 95.9 million, versus 89.8million in 2010, putting the average tax rate at 20% in 2011. A 12million tax asset was recognized in Germany, where the Group makes significant profits but where it still has taxloss carry-forwards. In total, Faurecia has unrecognized taxloss carry-forwards totaling 794million, mainly in France and theUSA. The share of earnings of equity associates was 33.72million, versus 18.8million in 2010. The increase stemmed from the robust performance ofSAS Automotive, a joint-venture with the Continental group specializing in cockpit assembly. After allocating their share of net income to minority interests (totaling 42million in 2011, mainly the share of associates in the income of Chinese companies of which Faurecia is not the single shareholder), net income for theyear amounted to 371.3million, an increase of 84% compared to 2010, when it was 201.7million. Basic earnings per share totaled 3.37 (3.11 diluted earnings per share), versus 1.87 in 2010 (1.79 diluted earnings per share), an 80% increase.
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17

Financial structure andnetdebt
3.2. Financial structure andnetdebt

2011 was ayear of strong growth for Faurecia, with increased investments, on means of production as well as product development, to allow the Group to pursue its growth, particularly in the emerging markets. Net cash flows, corresponding to change in net debt restated for change in sales of derecognized trade receivables, dividends paid to minority interests and shareholders, investments in minority interests, debt relating to the acquisition of Angell-Demmel and the impact of exchange-rate fluctuations on debt denominated in foreign currencies, represented a negative 26million net, a negative 6million of which in the first half of theyear and a negative 20million in the second. The negative net cash-flow balance of 26million over theyear was attributable to the following: c EBITDA was 1,104.5million, up 17% compared to 2010, when it was 941.2million; c an increase in the working capital requirements, which, restated for sales of derecognized trade receivables, rose by 114million. This increase (101million) was mainly due to increases in billable studies and tooling following a surge in new contracts; c restructuring represented cash outflows of 93 million, compared to 109million in 2010; c financial costs represented cash outflows of 120million, versus 98million in 2010. The difference was mainly due to costs relating to the bond issued in November2011 and bank commissions on the new syndicated loan; c capital expenditures represented cash outflows of 451million, versus 304million in 2010. Investments were lifted from 153million to 257million in low-cost countries, a 68% increase, and from 151million to 194million in highcost countries. The share of investments made outside Europe was 47%, while sales outside Europe accounted for 37% in 2011; c capitalized research and development costs represented cash outflows of 180million, versus 154million in 2010. The percentage of capitalized development costs went to 24% of total research and development costs; c taxes represented cash outflows of 114million, compared to 100million in 2011; c finally, other cash flow items represented 57million in outflows, versus 30million in inflows in 2010; The 20million negative net cash-flow balance in the second half of 2011 was attributable to the following: c EBITDA amounted to 532million; c the working capital requirements, restated for sales of trade receivables, was a positive 10million, representing a 56million improvement in the production working capital requirements and a 47million growth in billable studies and tooling; c restructuring represented 48million in cash outflows; c finance costs represented 81million in cash outflows; c additions to property, plant and equipment represented 275million in cash outflows; c capitalized development costs represented 86million in cash outflows; c taxes represented 54million in cash outflows; c finally, other items represented 18million in cash outflows. In addition to net restated cash flows, the other items contributing to change in net debt were as follows: c acquisitions of new companies and investments in unconsolidated companies represented in 85.4 million in cash outflows, 29.2 million of which was for the January2011 acquisition of the German company AngellDemmel, specialized in decorative aluminum vehicle-interior trimmings; 19.7million for the acquisition of a 21.2% stake in the Danish company Amminex, specialized in technology for reducing nitrogen oxide in exhaust emissions, and 25million in Chinese ventures, particularly with the manufacturer Geely to produce vehicle interiors and 11.6million in other investments; c dividends paid to shareholders represented 27.6million in cash outflows; c trade receivables sold and derecognized increased by 83.8million over theyear, rising from 377.9million to 461.7million. This increase was due mainly to the growth in sales; c other exchange-rate fluctuations and sales of cash securities represented a positive balance of 28million.
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Faurecia

Financial structure andnetdebt
Net debt therefore amounted to 1,224.1million as ofyear-end 2011, versus 1,196.8million as ofyear-end 2010. The Groups shareholders equity sharply increased, rising from 810.5million as ofyear-end 2010 to 1,153.9million as ofyearend 2011, due mainly to net income for theyear. At the end of 2011, Faurecia carried out a number of refinancing transactions aimed at reinforcing its credit lines and extending the maturity of its debt: c issuance of a Schuldschein, medium-term, three to five-year loan of 58million provided by a pool of German banks; c issuance of a 350million bond maturing in December2016, issued at 99.5% of par value, with a coupon of 9.375%. This placement, carried out in a challenging financial environment, was a major success with fixed-income investors, with demand representing four times the value of the issue. This proves Faurecias capacity to refinance directly in the debt markets. To enter these markets, the Company sought a rating
from Moodys, and was awarded a Ba3 rating with a positive outlook. The proceeds of the bond enabled repayment of the 250million PeugeotSA credit line set up in November2008; c lastly, Faurecia made the early repayment of a syndicated loan awarded by its pool of banks in November2008, and renegotiated a new syndicated loan with the same pool of banks for a total amount of 1,150million in two tranches, one three-year tranche renewable twice and one five-year tranche. A previous clause, which made the continuation of the loan conditional on PeugeotSA keeping a 40% stake in Faurecias share capital, was replaced by a classic change of control clause. As a consequence of these transactions, Faurecia does not forecast any significant refinancing before the end of 2014, or more likely the end of 2016 if, as in the past, the three-year tranche of the syndicated loan is renewed. Faurecias financing is therefore completely autonomous.
Faurecia
19

Outlook
3.3. Outlook
For 2012, Faurecia forecasts a 3 to 5% increase in global automobile production. Production is forecast to increase 5 to 7% in North America, 4 to 6% in South America, and 7 to 9% in China. However, it should decrease 4 to 6% in Europe (including Russia). Faurecia will continue to be favorably impacted by the split of its sales in Europe, with 50.4% of product sales achieved with German carmakers during the second half of 2011, and the split of these sales by segment, with 40.2% of product sales achieved with premium carmakers. In North America, sales will be favorably impacted by new programs launched in 2011 and 2012 and gains in market share. In China, Faurecia should benefit from starting its new production sites and starting business with new carmakers. Operating income should be impacted by the drop in automobile production in southern Europe. This negative impact should be absorbed by a better outlook in northern Europe and through flexible cost structures. Net cash flows should be boosted by depreciation, amortization and impairment to a greater extent than in 2010 (approximately 50million) and by a decrease in outflows corresponding to restructuring. On the other hand, capital expenditure should reach a maximum in 2012 (500million), as well as research and development costs capitalized at 250million. Lastly, finance costs will be higher due to the refinancing transactions carried out in November2011. On this basis, Faurecias objectives for 2012 are as follows: c total sales of between 16.3 and 16.7 billion, a 1 to 3% increase of sales; c operating income of between 610million and 670million; c net cash flow at breakeven.
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Faurecia

Risk factors
3.4. Risk factors

3.4.1. INDUSTRIAL AND ENVIRONMENTAL RISKS
3.4.1.1. Dependence ontheautomotive sector
Specializing in the manufacture of original equipment for its automaker customers, Faurecias business is directly related to the vehicle production levels of these customers in their markets. The cyclical nature that characterizes its customers business can have a significant impact on the Groups sales and results. The level of sales and automobile output for each of Faurecias customers depends on numerous parameters, notablythe general level of consumption of goods and services in a given market; confidence levels of economic players in that market; buyers availability to access credit for vehicle purchases; andin some cases governmental aid programs (such as the recent financial support provided to the automotive sector and incentives introduced for the purchase of vehicles). Therefore, the Groups sales are directly linked to the performance of the automotive industry in the major geographic regions where Faurecia and its customers operate (see Note4.3. to the consolidated financial statements), especially in Europe (63.1% of consolidated sales in 2011) and in North America (20.8% of consolidated sales in 2011). Faurecias risk is tied to the commercial success of the models for which it produces components and modules. At the end of a models life cycle, the risk is also linked to the uncertainty of whether its products will be taken up again for the replacement model. In addition, the orders placed with the Group are open orders without any guarantees of minimum volumes. They are generally based on the life of the vehicle model concerned. As Faurecias customers include the majority of the worlds major automakers, it is totally dependent on developments in the global automotive industry. However, the Groups exposure to customer risk is naturally attenuated by its market share and its diversified international presence. which the Group produces equipment. The occurrence of one or more of these events could have a significant impact on the Faurecia Groups sales, results and future prospects. Detailed accounting information regarding trade accounts receivable is provided in Note18 to the consolidated financial statements. The Groups exposure to customer credit risk is attenuated by the structure of its customer portfolio. In 2011, Faurecias five largest automaker customers accounted for 72.9% of product sales as follows: Volkswagen 25.3%, PSA 16.6%, Renault-Nissan 11.5%, Ford 11.0%, and GM 8.5%. As of December31, 2011, past-due payments represented 0.5% of consolidated sales for theyear. Net reversals of provisions for doubtful customer accounts totaled 1.9million.
3.4.1.3. Supplier risk

The Group uses a large number of suppliers based in different countries for its raw materials and basic parts supplies. In 2011, out of a total of approximately 7,342million worth of production goods purchased from around 3,000 main suppliers, Faurecias ten largest partners combined accounted for 32% of the purchased goods and 14.3% of consolidated sales. If one or more of the Groups main suppliers were to go bankrupt, or experience an unforeseen stock-out, quality problems, a strike or any other incident disrupting its supplies for which it were liable, this could impact Faurecias production output or lead to additional costs that would affect the Groups sales, results and overall financial position. Faurecia closely monitors the quality and reliability of suppliers production operations as well as their credit status and sustainability in order to ensure that the Groups supply chain is secure.
3.4.1.2. Customer risk

The Faurecia Group is exposed to credit risk, notably the risk that its automaker customers will default or go bankrupt in the event of financial difficulties (see Note4.2 to the consolidated financial statements). In view of the economic context in the automotive sector, Faurecia cannot rule out the possibility that one or more of its customers may not be able to honor certain contracts or suffer financial difficulties. Furthermore, changes in the automotive sector could accelerate the concentration of automakers, ultimately resulting in the disappearance of certain brands or vehicle models for
3.4.1.4. Raw material risks

The Groups operating and net income can be adversely affected by changes in the prices of the raw materials it uses, notably steel and plastics. To the extent that the Groups sales contracts with customers do not include price indexation clauses linked to the price of its raw materials, Faurecia is exposed to risks related to unfavorable fluctuations in commodity prices. Efforts are therefore made to reduce this exposure by continually negotiating conditions with customers and strictly managing inventories. Faurecia does not use derivatives to hedge its purchases of raw materials orenergy.
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21

Risk factors
The proportion of purchases of steel and plastics managed directly by the Group represented a moderate 7% of consolidated sales in 2011. If commodity prices were to rise steeply, Faurecia could not guarantee that it would be able to pass on all of such price increases to its customers, which could have an unfavorable impact on the Groups sales, results and overall financial position.
c Faurecia may not succeed in integrating the acquired companies, their technologies, product ranges and employees; c Faurecia may not be in a position to retain some key employees, customers or suppliers of the acquired companies; c Faurecia may be forced or wish to terminate pre-existing contractual relationships with costly and/or unfavorable financial conditions; and c Faurecia may increase its debt with a view to financing these acquisitions or refinancing the debt of the acquired companies. As a result, the benefits expected from future acquisitions or those already made may not be confirmed within the expected time frames and/or levels and, consequently, may affect the Faurecia Groups financial position.
3.4.1.5. Risks related to order volumes

As a components producer and components and systems assembler for the automotive industry, and given the high volumes that its customers order, Faurecia constantly has to adapt its business activity to its customers demands in terms of their supply chain, production operations, services and R&D. Should the Group, or one of its suppliers or service providers, default at any stage of the manufacturing process, the Group could be held liable for failure to fulfill its contractual obligations or for technical problems. The Group could also be required to make certain investments which may not be offset by customer order volumes.
3.4.1.8. International nature ofbusiness activities

Due to the international nature of its business activities, Faurecia is exposed to economic, political, fiscal, legal and other types of risks. The Groups sales are mostly generated in Europe and North America, but are reaching significant volumes in Asia, South America and in other regions of the world. Furthermore, Faurecia expects that sales generated in these regions (notably in China) will constitute a larger percentage of overall sales in the future. In 2011, 17.3% of sales were made outside Europe and North America. The Groups international business activities, notably in emerging countries, are exposed to certain risks inherent in any activity carried out abroad, including: c any potential legislative or regulatory changes or commercial, monetary or fiscal policies applied in some foreign countries and, in particular, risks of expropriation and nationalization; c customs regulations, monetary control policies, investment restrictions or requirements or any other constraint such as levies or other forms of taxation on settlements and other payment terms adopted by subsidiaries; and c difficulties in enforcing agreements, collecting payments due and protecting property through foreign legal systems, in particular, where intellectual property protection is less stringent.
3.4.1.6. Environmental risks

On account of their industrial nature, the Groups operations are subject to increasingly strict environmental laws and regulations in the various countries in which it is present. The Group may be required to incur additional costs and/or investments in order to remedy a situation, comply with the applicable regulations, or pay any penalties in the event of any malfunction or other incidents affecting the Groups equipment; human error; regulatory noncompliance; or any reinforcement of the applicable regulations. To date, there have been no major cases of loss or damage caused to third parties as a result of accidental environmental harm. However, the related risks are covered by an insurance policy taken out with a leading insurer specialized in the area.
3.4.1.7. Risks related totheCompanys external growth strategy

As part of its external growth policy, the Company has made, and may make, in the future, acquisitions of varying sizes, some of which have and may yet be significant on a Group-scale. These acquisitions entail risks, such as: c the assumptions of the Business Plans on which valuations are made may prove incorrect, especially concerning synergies and assessments of commercial demand;
3.4.1.9. Competition
The global automotive supply sector is highly competitive. Competition is based mainly on price, technology, quality, delivery and customer service as whole. There are no guarantees that Faurecia products will be able to compete successfully with those of its competitors. Supply contracts are mostly awarded through competitive bids, and are often subject to renewed bidding when their terms expire.
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Faurecia

Risk factors
3.4.2. FINANCIAL RISKS

Given its level of debt, the Group is exposed to significant risks related to liquidity and changes in interest rates. It is also exposed to currency risks as its production sites are located in a large number of countries outside of the euro zone. Faurecias counterparty risk in relation to its derivatives is not significant as the majority of its derivatives are set up with leading banks with strong ratings that form part of its banking pool. The Group Finance and Treasury department authorizes any new banking relations and the opening of accounts. Generally, interest rate and currency risks are managed centrally for the Group as a whole by the Corporate Finance department. The aim of the Groups interest rate hedging policy is to reduce the impact of short-term rate changes on earnings, as the majority of its borrowings are at variable rates. The hedges set up primarily comprise euro-and dollar-denominatedcapsand other optionbased structures as well as, to a lesser extent, swaps. They hedge a part of the interest payable in 2012 and in 2013 against a rise in rates. The Groups interest rate position with respect to the different types of instruments used is detailed in Note30.2 to the notes to the consolidated financial statements. Given short-term rates in 2011 and despite a continuous increase until the fourth quarter of theyear, a number of the Groups option-based interest rate hedges are out of the money. A rise in short-term rates would therefore have an impact on debt interest. In addition, a fluctuation in interest rates would affect Other financial income and expenses due to the resulting change in the fair value of derivatives set up to hedge interest payable in 2012 and 2013. The sensitivity tests performed, assuming a 100basis point increase or decrease in average interest rates compared to the yield curve as of December31, 2011, show that the positive or negative effect on finance costs can be estimated at 8.7million, taking into account the profile of the Groups debt and derivatives in place as of December31, 2011.
3.4.2.1. Interest rate risks

Before taking into account the impact of interest rate hedges, 67.7% of the Groups borrowings were at variable rates as of the end of December2011, compared to 80.1% as ofyear-end 2010. Variable rate financial debt mainly relates to the 1,150million syndicated bank loan refinanced in December2011, as well as short-term debt. The main component of fixed rate debt comes from the issuance of bonds with a principal amount of 211.3million convertible into, or exchangeable for new or existing shares in 2009, and bonds issued in November2011 and February2012 with a principal amount of 490million, and maturing in December2016. Faurecia manages the hedging of interest rate risks centrally. This management is handled by the Group Finance and Treasury department, which reports to Group General Management. Management decisions are made by a Market Risk Management Committee that meets on amonthly basis.
3.4.2.2. Foreign exchange risks

Faurecia is also exposed to risks arising from fluctuations in the exchange rates of certain currencies, particularly due to the location of some of its production sites, as well as the fact that certain subsidiaries purchase raw materials and other supplies or sell their products in a currency other than their functional currency.
The sensitivity of the Groups income and equity as of December31, 2011 to changes in exchange rates of transaction currencies used by Group subsidiaries other than their functional currency (with all other variables remaining constant) are as follows:
Currency
as of December31, 2011 Currency uctuation assumptions (depreciationof currency/EUR) Exchange rate after currency depreciation Impact on pre-tax income Impact on equity
USD
1.29 5.0% 1.36 0.85 4.11
CZK
25.79 5.0% 27.08 (3.29) (1.02)
CAD
1.32 5.0% 1.39 (2.99) 0.00
MXN
18.05 5.0% 18.95 (0.15) 0.12
GBP
0.84 5.0% 0.88 0.01 (0.32)
PLN
4.46 5.0% 4.68 0.34 (4.79)
ZAR
10.48 5.0% 11.01 0.28 0.00
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23

Risk factors
These impacts reflect (i)the effect on income of changes in exchange rates used for theyear-end valuation of assets and liabilities denominated in a foreign currency, net of the impact of the change in fair value of existing hedging instruments; and (ii)the effect on equity of changes in the fair value of hedges of forecast transactions (cash flow hedges). Faurecia centrally manages currency risks relating to the commercial transactions of the Groups subsidiaries, mainly using forward purchase and sale contracts and options as well as foreign currency financing. Faurecia manages the hedging of interest rate risks centrally, through the Group Finance and Treasury department, which reports to Group General Management. Management decisions are made by a Market Risk Management Committee that meets on amonthly basis. Currency risks on forecast transactions are hedged based on estimated cash flows determined in forecasts validated by Group General Management. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IAS39 criteria. Subsidiaries whose functional currency is not the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to the Groups currency risk exposure and are therefore hedged through swaps. Details of net balance sheet positions and a breakdown of hedges by currency are provided in Note30-1 of the consolidated financial statements.
As of December31, 2011, the Group complied with all of these conditions, as shown below: c net debt*/EBITDA** <2.50; c EBITDA**/net interest >4.50. Furthermore, this credit facility includes certain covenants concerning asset disposal (any disposal representing over 15% of theGroups total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and the debt of certain subsidiaries. On November9, 2011, Faurecia issued bonds with a principal amount of 350million, maturing on December15, 2016. These bonds bear interest at a rate of 9.375%, payable on June15 and December15 eachyear, and for the first time on June15, 2012. They were issued at 99.479% of their nominal value and are listed on the Luxembourg stock exchange. They also have an EBITDA/gross interest coverage clause and restrictions on borrowings of the same type as the syndicated bank loan. The cost of issuing these bonds was spread over the life of the bonds when it was recorded in the accounts. To access such finance, the Company initiated the Moodys rating process, and the bonds (which are guaranteed by a number of subsidiaries) were assigned a BA3 rating with a positive outlook. On February21, 2012, Faurecia extended this original bond issue by issuing additional bonds with a principal amount of 140million at a price of 107.5% of par value. These bonds are fungible with the initial issue. Both the syndicated loan and the bond issue are guaranteed by some Group subsidiaries.
3.4.2.3 Liquidity Risks

In 2011, Faurecia implemented a new long-term financing plan via a 350million bond issue (increased to 490million through a tap issue) and by taking out a new syndicated bank loan for 1,150million. A private placement in Germany in the same year raised 58million. Once this new financing plan was established, the 250million loan granted by PeugeotSA, Faurecias majority shareholder, relating to the previous syndicated loan, was repaid in full in the amount of 121million. This loan was simultaneously canceled. The syndicated bank loan set up on December20, 2011 was divided into a 690million tranche maturing in November2014, with two options to extend the due date, either to November2015 or to November2016, and a 460million tranche maturing in November2016. As of December31, 2011, the undrawn portion of this credit facility amounted to 660million. The contracts relating to this credit facility include covenants concerning compliance with consolidated financial ratios. Access to credit is dependent on adherence to these ratios.
On November 26, 2009, Faurecia issued OCEANE bonds with a principal amount of 211.3million convertible into, or exchangeable for new or existing shares, due January1, 2015. These bonds bear interest at a rate of 4.50%, payable on January1 eachyear and for the first time on January1, 2011. They have a nominal value of 18.69per bond. Faurecia may redeem the bonds in advance at any time starting from January15, 2013, at par plus accrued interest, provided that all ofthe outstanding bonds are redeemed and the product of (i)the arithmetic mean of the opening quoted prices for the Companys shares on Euronext Paris calculated over 20consecutive trading days, as selected by the Company from the 40trading days preceding the date of notice of such early redemption and (ii) the share grant ratio in force on each date concerned, exceeds 130% of the nominal value of the bonds. Faurecia also has the option of redeeming all or some of the bonds at any time by repurchasing them either on or off-market, or by means of public tender or exchange offers, or all of the bonds, at nominal value plus accrued interest, if the number of outstanding bonds is less than 10% of the total number of bonds issued.
* Consolidated net debt. ** Operating income plus depreciation, amortization and funding of provisions for impairment of property, plant and equipment and intangible assets, corresponding to the past 12months.
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Risk factors
The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption, due to a change of control, are the same as those described above for the syndicated credit facility. In accordance with IAS39, the fair value of the OCEANE bonds is recorded under two components: c an issue liability component calculated based on prevailing market interest rates for similar bonds with no conversion option. This component has been recognized at amortized cost in an amount of 183.7million net of the related issue costs. The estimated effective interest rate is 7.6%; c an issue equity component corresponding to the conversion option, calculated based on the difference between the fair
value of the OCEANE bonds and the liability component. This component was recognized in equity for 23.3million net of the related issue costs. In addition to the above-described bank and bond debt, part of Faurecias liquidity requirements is met through receivables sale programs. Proceeds from receivables sold came to 535.2million as of December31, 2011 (see Note26-4 to the consolidated financial statements), including 461.7million from receivables that were sold and derecognized (see Note18 to the consolidated financial statements). Lastly, Faurecia regularly issues commercial paper to investors, mainly in France.
3.4.3. LEGAL RISKS

3.4.3.1. Litigation
As of the date this Registration Document, there were no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group was aware) likely to have, or have had a significant impact on the Groups financial position or profitability in the past 12months. Faurecia believes that, in view of the nature and amounts of the claims and litigation that were known or in process at the date of this Registration Document, such disputes should not materially affect its consolidated financial position in the event of an unfavorable outcome (see Note24.2 to the 2011 consolidated financial statements for a description of claims and litigation currently in process). Adequate provisions have been set up by the Group for claims and litigation, based on known facts and information available as of the balance sheet date. However, Faurecia cannot guarantee that in the future Group subsidiaries will not be involved in legal, administrative, or regulatory proceedings, particularly in view of the complex regulatory requirements applicable to the Group; technical failures, orbreaches of contract by customers, suppliers or partners. Such a situation could have a significant unfavorable impact on the Groups operations and/or financial position. Faurecia also uses third-party patents under license in the normal course of business. None of these licenses represent a major industrial or financial risk. Faurecia considers that it either owns or may validly use all the intellectual and industrial property rights required for its business operations and that it has taken all reasonable measures to protect its rights or obtain guarantees from the owners of third-party rights. However, the Group cannot rule out the risk that its intellectual and/or industrial property rights may be disputed by a third party on the grounds of pre-existing rights or for any other reason. Furthermore, for countries outside France the Group cannot be sure of holding or obtaining intellectual and industrial property rights offering the same level of protection as those in France.
3.4.3.3. Industrial Risk Management and Insurance

As Faurecia does not have any captive insurance entities, its system for safeguarding assets is based on the implementation and ongoing adaptation of its risk prevention policy as well as its strategy of transferring its principal risks to the insurance market.
INDUSTRIAL RISK PREVENTION POLICY
3.4.3.2. Industrial Property Risks

Faurecias proactive Research and Development policy allows the Group to be at the root of its own innovations and control the patents that are essential for its operations. Faurecia has not identified any risk of technological dependence in relation to its products, modules or systems. Where possible and when justified by strategic technological considerations, Faurecia registers patents to protect the intellectual property relating to industrial know-how and innovations from Group research.
Faurecias industrial risk prevention policy aims to reduce accidents caused by fire and to encourage Group sites to achieve excellence in fire safety by obtaining the HPR (Highly Protected Risk) label from Faurecias insurer. The HPR policy is based on the following priorities: c fire safety audits conducted by the Groups insurer on an annual basis. 133sites were audited in 2011, including 31new sites. 85% of active sites were audited less than 3years ago. 53% of the Groups sites are classified as HPR or pre-HPR;
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25

Risk factors
c incorporating fire safety factors into the early stages of any plant design or major refurbishing of existing sites, through fire partitioning and ensuring that adequate fire safety equipment, such as extinguishers, is available; c analysis and assessment of feedback, fires or simple outbreaks of fire are systematically analyzed and the results of this analysis shared with the plants HSE network; c an intranet-based fire safety management system, through which the HPR policy is relayed to the entire Group by placing audit results, technical specifications, experience-based information and best practices online. In terms of loss, 2011 was marked by a major fire on the foam production line in the acoustic products plant in Washington, UK, estimated at approximately 4million. Two claims for client default following the earthquake in Japan and the floods in Thailand are currently being processed by the Groups insurer.
The coverage for buildings and equipment is based on replacement value. Coverage is organized around a Master policy, which includes direct coverage for the freedom of services area, with local policies for subsidiaries in countries located outside this area. Special coverage has been set up to cover specific risks in certain countries. Since July2010, the premiums applicable to the capital at risk (direct loss and annual gross margin) are directly dependent on the HPR classification given to the site following an audit by the insurance company. Theyear 2011 was also marked by the launch of the RIMS (Risk& Insurance Management System), a huge platform which gathers together all of the information held by the Group and relating to insurance (loss, public liability, local and master policies), prevention and claims in the same Internet/IT environment and shared with brokers and insurers. In 2011, the legal entities insured and sites and equity and prevention modules were developed and became operational.
FIRE, PROPERTY DAMAGE AND BUSINESS INTERRUPTION INSURANCE

Faurecia has set up a fire, property damage and business interruption insurance policy with a number of leading insurers. The increased premiums due to high claims in 2007 and 2008 were wiped out with the renewal of the policy in July2010, which brought premiums to a standard level. In addition, the limit of liability under the policy was increased from 275million to 400million. In July2011, the Group negotiated an extension of the indemnity period from 12 to 18months and increased coverage against natural risks for some exposed countries. In 2011, the Group paid approximately 7.5million for property and casualty and business interruption insurance.
LIABILITY INSURANCE
Faurecia renewed its liability insurance policy on January1,2011. The new policy includes a slight increase in premiums to cover Emcon and to extend operating liability coverage to the second line. In July2011, a third line was set up, aiming to expand recall coverage. In 2011, the Group paid approximately 4.5million in premiums for all its liability coverage policies, including product liability insurance applicable after delivery to customers. Liability insurance covers operating liability, product liability after delivery and environmental liability. Liability insurance takes the form of a Master policy combined with local policies taken out in countries where Faurecia hassubsidiaries.
26
Faurecia
4
CONTENTS
4.1.
SAFETY IN THE WORKPLACE

4.1.1. 4.1.2. 4.1.3. Workplace safety indicators Breakthrough safety plan initiatives Ergonomics and working conditions
28
28 29 30
4.4.
EMPLOYEE PROFIT-SHARING ANDINCENTIVE PLANS

4.4.1. 4.4.2. 4.4.3. 4.4.4. 4.4.5. Incentive plans in France Mandatory prot-sharing plans in France Mandatory prot-sharing bonus in France
36
36 36 36
4.2.
SKILLS DEVELOPMENT
4.2.1. 4.2.2. Employee empowerment Developing the potential of managers andtechnicalexperts
31
31 31
Group employee savings plan in France 37 Stock options and share grants subject to performance requirements 37
4.3.
STRENGTHENING ECONOMIC ANDSOCIALDIALOG

4.3.1. An environment marked by sustained business activity andtargeted acquisitions Greater social dialog and consultation with employee representatives Compensation and benets Anti-discrimination and promotion of diversity
34
34
4.5.
ADMINISTRATIVE EFFICIENCY INHUMANRELATIONS OTHER EMPLOYEE-RELATED DATA
38 39
4.6.
4.3.2.
34 35 35
4.3.3. 4.3.4.
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Safety in the Workplace
4.1. Safety in the Workplace

Safety in the workplace is one of the key elements of the excellence initiative embodied by the FaureciaExcellenceSystem (FES). It forms part of the personal respect requirement which every facility must satisfy. Faurecias health and safety at work policy hinges, on a daily basis, on two key objectives: ensuring the protection of employees health and improving the safety of employees in the workplace. Thanks to our constant commitment to enhancing occupational safety and working conditions, we have consistently reduced the number of work-related accidents since 2003. To speed up this trend, in 2010, Faurecia launched a Breakthrough Safety Plan. In twoyears, the Breakthrough Safety Plan 2010 has enabled us to achieve the highly ambitious objective of reducing the frequency of work-related accidents with lost time permillion working hours by one third.
4.1.1. WORKPLACE SAFETY INDICATORS

Analyses of changes in the frequency rate of work-related injuries are performed in order to measure the effectiveness of actions carried out in this area. To guarantee the same level of workplace safety for all employees, temporary workers are included in the same manner as permanent staff in the following indicators: c the Groups excellence indicators are FR0t and FR1t. FR0t measures the number of work-related accidents involving a Faurecia employee or temporary worker, with lost time, permillion hours worked. FR1t measures the number of workrelated accidents involving a Faurecia employee or temporary worker, with or without lost time, permillion hours worked across the Group. Both indicators are calculated on a rolling, six-month basis; c first aid procedures are now monitored in all Autonomous Production units using the Faurecia QRCI 8D (Quick Response Continuous Improvement) method of problem resolution. This has enabled production managers to take greater responsibility for accident investigations and to increase their responsiveness; c after each FR0t and FR1t accident, a QRCI 8D analysis is performed using quality problem solving best practices to ensure that the root causes of the accident are understood, that corrective actions have been effectively applied and that preventative measures are implemented and shared across the various sites.
FREQUENCY OF ACCIDENTS RESULTING INLOSTTIMEPERMILLION HOURS WORKED
16.1
15 1 5
10 1 0
8.7 5.6
4.2
2.7 2.4
1.7
0.8
2003 2004 2005 2006 2007 2008 2009 2010 2011

In 2011, the Faurecia Group achieved its objectives in terms of accidents with lost time (FR0t of 0.8) with indicators reduced by one third since 2009.
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FREQUENCY OF ACCIDENTS WITH, ORWITHOUT, LOSTTIME, PERMILLION HOURS WORKED

60 6 0
With regard to work-related accidents with or without lost time, we have obtained an FR1t of 3.2 (i.e. 60% better than in 2009). Out of a total of 227internal sites, 81% of the units (including the sites acquired in 2010) did not experience an accident with lost time and, therefore have an FR0t of 0 a 25-point improvement over 2009.
55.2
50
40
30
28.4
25.2 19.4 15.8 11.9 9 6.2 3.2
20
10
2003 2004 2005 2006 2007 2008 2009 2010 2011
4.1.2. BREAKTHROUGH SAFETY PLAN INITIATIVES

The objectives of the Breakthrough Safety Plan are to reduce the number of work-related accidents and serious HSE (Health, Safety, Environment) alerts following work-related accidents by providing training in the Groups various mandatory HSE rules as well as in monitoring the application of these rules. Faurecia has defined 13mandatory personal safety-related HSE rules. These rules have been deployed at all Faurecia sites. Any plant reporting a serious HSE alert or an abnormally high work-related accident rate was audited by the Groups Quality department. An unsatisfactory audit result (levelD) systematically resulted in a report being sent to the Chairman. No site was still on level D by the end of 2011. Faurecia ensures that these rules are applied at all the other sites by means of FES production audits. Applying these 13rules has made it possible to significantly reduce the number of serious HSE alerts and to achieve our FR0t objective. In addition to the 13mandatory HSE rules, Faurecia defined three rules on personal protection equipment (3PPE) for all Group sites. The application of these rules and their monitoring via FES production audits is speeding up the rate of reduction of work-related accidents not resulting in lost time (FR1t). A film has been made about the 13mandatory HSE and the three PPE rules so as to raise their profile to Faurecia employees. This film, based on practical scenarios demonstrating the different rules, is used for FES training for managers, notably for Europe, North America, China and India in 2011. In particular, these training courses focused on learning about HSE QRCI.
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4.1.3. ERGONOMICS AND WORKING CONDITIONS

Most occupational illnesses reported by employees involve musculoskeletal disorders. To reduce this, Faurecia has taken steps for severalyears to take the strain caused by workstations into greater consideration and to remedy the situation as much as possible. Ergonomic reviews of workstations form part of the Faurecia Excellence System and the Group systematically carries out audits at each of its manufacturing sites on an annual basis. As a result of these analyses, a variety of solutions have been implemented for manufacturing workstations. The analyses are also used to prepare a list of recommendations that are systematically taken into account during the design of products and manufacturing tools. An increasing number of recommendations from professional ergonomists and Group HSE coordinators are being factored into the Program Management System (PMS). All of the Groups operations managers and plant managers have been given training in ergonomics as part of the Faurecia Excellence System acceleration plan, which was launched by the Chairman during the second half of 2009 and continued in 2010 and 2011. The goal of this program is to ensure that these managers play a real leadership role in the continuous improvement process, notably for ergonomics-related issues. An Ergonomics memorandum is available to all Group process engineers and managers in charge of efficiency in manufacturing systems, to provide additional information on analyzing workloads and how to take into consideration the ergonomic constraints of workstations. This memorandum is aimed at providing basic training in this area for people such as members of health and safety committees, who are involved in organizing work schedules or designing workstations.
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Skills development
4.2. Skills development

Faurecias human capital management helps the Group stand out from the competition and is one of the keys to its success. This strategy is based on employee empowerment and developing the potential of managers and technical experts.
4.2.1. EMPLOYEE EMPOWERMENT

The employee empowerment initiative was driven by the Faurecia Excellence System deployment acceleration plan. Approval by human resources managers, senior FES specialists and plant management committees increased in 2011. Particular attention was paid to training and developing these populations which incorporate the key players when it comes to industrial progress. Three new training programs were launched: c employee empowerment for human resources managers in order to progress human resources managers in their operational role and in the implementation of the excellence system. Eighty people benefited from this training in 2011; c the seven basic principles of employee empowerment for plant managers in order to clarify their role in terms of day-today management of their teams using the FES system and the seven basic principles of employee empowerment. Seventy people benefited from this training in 2011; c integration workshops (for recent acquisitions)aiming to train plant management teams so as to bring the organization/ production system implemented by the sites acquired into line with Faurecia standards. Furthermore, forty new internal trainers were trained and approved so as to ensure that training courses could be rolled out across the Group. Performance indicators continued to improve and reflected the training and consolidation work undertaken in 2011: c over 78% of employees received some sort of training, with an average of 25hours of training received in 2011; c the number of improvement ideas per employee is now 13compared with 11.9 in December2010.
4.2.2. DEVELOPING THE POTENTIAL OF MANAGERS ANDTECHNICALEXPERTS

Faurecia is committed to building the skills and motivation of its teams and continually adapting its human resources to short term requirements. Identifying medium-term requirements is also essential in order to ensure that the Group always has bestin-class teams of managers and technical experts, driven by the pursuit of excellent customer service. In order to achieve its objectives, the Group continued to implement a four-pronged strategy. At the same time, the Group restocked its talent pools in key areas so as to be able to access the resources required in order to expand its business. In total, nearly 2,338 managers were recruited in 2011, compared to 1,062 in 2010. These managers were hired not only in regions with strong growth and emerging markets, in particular in China (499), Mexico (232) and Brazil (54), but also in countries where the Group has a well-established presence such as France (328), Germany (244) and the USA (531). 51% of hires were within the field of production, 28% in the fields of Research and Development and programs and 21% in support roles. In 2011, the rate of internal promotion to fill new positions stood at 51.9%. There is a strong correlation with the growth taking place in each region. It amounted to 60% in Europe, 38.8% in
4.2.2.1. Adapting to Short-Term Requirements

In 2011, Faurecia was challenged by the sharp rise in business brought in by the high number of new programs won in all regions, and especially in Asia and North and South America.
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Skills development
North America, 72.9% in South America, 52.7% in Asia and 26% for the rest of the world. Furthermore, in 2011, the Group signed 103 international corporate volunteer (VIE) contracts, and 78% of the young managers and technical experts who completed their VIE period in 2011 were then hired. It is crucial for us to leverage the experience and expertise of our managers and technical experts as we experience this period of rapid growth. Thanks to our succession and development plans, 82.4% of senior manager positions were filled through internal promotions. Similarly, 72.7% of plant manager positions were filled through internal promotions. Byapplying this strategy, we can offer attractive career development opportunities to our managers and technical experts.
This means that Faurecia can offer its people international assignments and projects in order to boost the diversity of its teams. The Group also places great importance on the international dimension of its Senior Management team while taking steps to attract, develop and retain local talent across the globe. In keeping with this strategy, 49% of the Groups Senior Management team is non-French, and 72% of the managers and technical experts identified as high-potential are from nonWestern European countries. Lastly, a stable employee base is essential for safeguarding our investment in human capital. In 2011, the resignation rate was 7.5%. This was an increase compared to 2010, when the rate was particularly low due to the recession. In 2011, the rate was impacted by the dynamic labor market in emerging countries and North America. The 3.5% rate recorded for the Groups senior management, and for European countries, is still, however, lower than its historic 2008 pre-recession value.
4.2.2.2. Preparing for the MediumTerm

The Faurecia Groups priority is to make sure that it always has the available resources to cover its needs worldwide. To do this, it is essential to anticipate future requirements in terms of staffing, skills and expertise. This is why Faurecias medium-term plan includes a human resources component everyyear. In 2011, plans to strengthen certain categories of employees, identified as being key for the Groups expansion, were developed and implemented in order to supplement this medium-term process. A plan to expand the number of plant managers was launched in January2011 with the aim of recruiting, prior toyear-end, 30people capable of becoming plant mangers within 12months of their arrival, and 50 others likely to be appointed plant manager within a 12 and 36month timeframe. A similar plan was then deployed with the aim of doubling the number of technological experts between 2011 and the end of 2015, increasing, in particular, the number of top experts (senior and master experts), and to widen the network of experts internationally by means of promotions and recruitment. With a view to boosting the Groups technical expertise across all of its businesses, managers and technical experts are encouraged to build their competencies in their original positions before moving on to different departments, in order to gain further technical and/or managerial skills. In parallel, career managers are tasked with expanding the talent pool and ensuring that the Group will have the appropriate human resources when it needs them. They achieve this by setting up and monitoring individual career development and mobility plans. In 2011, cross-function mobility represented 21.5% of the Groups total mobility assignments for over 521managers and technical experts. It is crucial for an international group to develop, encourage and promote diversity. A total of 49% of the Groups managers and technical experts worked outside of Western Europe in 2011, and 72% of recruitments took place outside of Western Europe.
4.2.2.3. Reinforcing our Performance Culture

The Group is committed to enhancing and rewarding the performance of its employees through comprehensive performance reviews. At Faurecia, employee performance appraisals are based not only on a comparison between actual results and pre-defined objectives, but also on an assessment of technical skills and whether employees have applied the Groups corporate values. The annual performance appraisal is also an opportunity to discuss career prospects, through individual career plans. Our internal promotion policy revolves around offering career opportunities to employees who succeed and demonstrate their potential. Most promotions come with increased responsibility. In 2011, 19.3% of the Groups employees benefited from internal mobility, 58% of which were promotions. In line with the Groups expertise management policy, Faurecia particularly rewards performance in technical and technological areas. The Group offers its experts a specific career program. This means that business-specific skills can be enhanced within each product line. In 2011, 50 Experts, 12 Senior Experts and 1 Master Expert were appointed within Product& Process Engineering. By the end of 2011, Faurecia had a total of 271experts.
4.2.2.4. Training and Providing Development Opportunities toManagers and Technical Experts
In 2011, 186training sessions were provided as part of the Faurecia University program. A total of 1,941employees from 32countries took part in these sessions, a significant increase compared to 2010.
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Skills development
The key priority of the Groups training policy is developing the skill sets of future senior-level managers, based on the Global Leadership programs. Experts and managers destined for key positions such as plant manager, program manager, foreman and Autonomous Production Unit manager, are prepared for taking up their role in full through dedicated training sessions. A new program designed for research and development center managers is being developed in order to supplement these training sessions in 2012. Another focal point of our training policy is strengthening business-specific expertise. Theyear 2011 was marked by the deployment of new training programs for human resources managers at industrial sites and for those responsible for monitoring teaching programs. The challenge posed by globalization has also resulted in Faurecia University offering two new programs which will be rolled out in 2012. The Global Program Managers course should
enable experienced Program Managers to take up the challenges posed by the complexity of the programs managed in the form of global platforms. Faced with an increasing number of Group employees who regularly work with China and Russia, a Chinese Intercultural Awareness program has been developed and a Russia Intercultural Awareness program is to be developed in 2012, in order to facilitate dialog and enhance our teams performance in these new environments. Industrial training programs, which serve as a basis for the FaureciaExcellenceSystem (FES), focus on industrial tools and the Groups methodologies and are provided in-house at the site level. Faurecia Automotive Seating and Faurecia Interior Systems have both rolled out training courses at technical academies dedicated to their specific products and processes.
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Strengthening Economic andSocialDialog
4.3. Strengthening Economic andSocialDialog

4.3.1. AN ENVIRONMENT MARKED BY SUSTAINED BUSINESS ACTIVITY ANDTARGETED ACQUISITIONS
After a year in which worldwide automobile production witnessed an upturn in 2010, the recovery continued in 2011 with automobile production up in all geographical regions. Therefore, over theyear, the number of employees grew by 7,841people, rising from 64,189 at the end of 2010 to 72,030 at the end of 2011 (i.e. a 12.2% increase). This significant change in the number of employees was due to increased levels of business (6,534new employees) and to acquisitions (1,307new employees). Downsizing plans implemented in 2011 only involved eight sites, affecting 1,150jobs in four countries, thus confirming the downward trend in the number of these plans, after the peak recorded in 2008 and 2009 due to the highly unfavorable macroeconomic scenario. Change by region encompasses highly diverse changes due to the combined impact of business levels, restructuring and acquisitions. For instance, Europe took full advantage of the upturn to recruit a number of key skills, especially within the field of Research and Development and saw its employment grow by 4.0% (2.7% on a like-for-like basis). The increase in employees in North America, which stood at 29.0% on a like-for-like basis and 31.1% including the effects from the acquisition of the complete seating unit production site in Madison (Mississippi), reflected Faurecias rapid growth in this market in 2011, which was much higher than the general trend in automobile production. In South America, the number of employees rose sharply by 12.4%, confirming Faurecias interest in this geographical region, and also its massive breakthrough in this area which far exceeds the level of automobile production recorded for this geographical region. Lastly, Faurecia continued to grow in Asia, where the number of employees increased by 28.4% on a like-for-like basis and by 42.7% including acquisitions. These numbers confirm the growth potential in this market.
4.3.2. GREATER SOCIAL DIALOG AND CONSULTATION WITH EMPLOYEE REPRESENTATIVES

The Groups policy of consulting and negotiating with employee representatives, which has been in place for severalyears now, was reflected in 2011 by the signing of historic agreements in a number of countries, and France in particular. 250agreements were signed in 16countries, 142 of which in France, 57 in Germany, 11 in Brazil, 10 in Tunisia, 6 in Spain and Romania, 3 in the United States and Argentina. In France, negotiations were opened on topics such as the prevention of hardship and equal opportunities at work, Faurecia thereby confirming its commitment to improving working conditions, strictly in line with the principle of non-discrimination between men and women and increased diversity. 36% of agreements signed within the Group were related to wages and benefits, 14% were related to mandatory and discretionary profit-sharing schemes and 21% were related to working conditions. The European Works Council, a major player in economic and social dialog, is the preferred forum for discussing the Groups strategy, results and outlook. Made up of representatives from 14 countries, it met once in plenary session on March8, 2011. The Council Board, made up of representatives from 6 countries where the majority of the workforce is based, i.e. France, Germany, Spain, Portugal, the Czech Republic and Poland, met 3 times. In order to enable European Council representatives to perform their duties under the best possible conditions, they were given 4days training in 2011, specially designed to suit their needs. This program, essentially based on modules designed to enable Council members to understand the challenges and constraints posed by the automotive sector and comprising a visit to a carmakers assembly unit, took place in the Czech Republic. Since the European Works Councils agreement is due to expire on March31, 2012, negotiations were opened at the end of 2011 with a view to reinstating the Council for another 4-year term.
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Strengthening Economic andSocialDialog
4.3.3. COMPENSATION AND BENEFITS

Total payroll costs for the Group, including payroll taxes, increased by 14% in 2011 to 2,632.7million, compared to 2,303.5million in 2010. Likewise, the number of registered employees increased by 12.2%. The Group adheres to current minimum wage legislation in each country. In the majority of countries, wage negotiations are ongoing. This led to the signing of 91 agreements within the Group in 2011. The variable compensation system which is mainly based on collective performance targets is applied consistently in all countries where the Group has operations. At the end of 2011, approximately 2,500 out of a total of 10,500 managers benefited from this system. For the Groups senior managers (approximately 250people), this variable compensation is based entirely on the financial performance of the entity to which these managers belong. Research into harmonizing compensation practices between Group entities has been conducted in India and Russia. In China, wage structures have been updated to adapt to local market conditions. In the United States, social security coverage was harmonized to bring it into line with new regulations and to improve administration in the event a change of supplier further to a tendering procedure. In Germany, we continued our efforts to harmonize pension schemes across our product lines, especially for managers. In France, suppliers and personal risk insurance were harmonized.
4.3.4. ANTI-DISCRIMINATION AND PROMOTION OF DIVERSITY

The Group is committed to promoting anti-discrimination and diversity in a variety of ways. As such, in 2007, the Group instituted a Code of Ethics and Rules of Conduct containing, in particular, systems relating to respect for basic human rights and equal opportunities, in a single document. In particular, the Group is committed to not discriminate against anyone on the basis of age, sex, skin color, nationality, religion, health status or disability, sexual orientation, political, philosophical or union-related opinion in its recruitment and career development initiatives. This document can be consulted on Faurecias website. The employee-related data appearing in section4.6 of this Registration Document provides the relevant key data on this subject.
Faurecia
35

Employee Prot-Sharing andIncentive Plans
4.4. Employee Prot-Sharing andIncentive Plans

4.4.1. INCENTIVE PLANS IN FRANCE
All of the Groups French companies are covered by a voluntary incentive agreement. These agreements establish how voluntary incentive payouts are calculated based on two sets of indicators: c financial indicators pertaining to each company. This represents approximately 40% of the total voluntary incentive payout and is calculated and paid on ayearly basis; c operational performance indicators calculated for each site and selected from among the FaureciaExcellenceSystem indicators. This represents approximately 60% of the total voluntary incentive payout and is calculated and paid on a half-yearly basis. Under these agreements, the incentive payout on fulfillment of objectives is capped at 6% of payroll, although in exceptional cases it may be raised to 8% if objectives are exceeded. Lastly, these agreements stipulate that part of the incentive allocation shall be proportional to salary and the other part shall be applied on a uniform basis (depending on how long the person has worked for the Company). In 2011, 16.2million was paid to employees, 2.2million of which was invested in the Groups French Employee savings plan for voluntary profit-sharing.
4.4.2. MANDATORY PROFIT-SHARING PLANS IN FRANCE

The mandatory profit-sharing agreements of the various Group companies stipulate that employee profit sharing calculated in accordance with the legal formula must be allocated among employees pro rata to their compensation for the year in question, subject to compliance with regulatory limits. The amounts allocated to the profit-sharing reserve may be held in an inaccessible special-purpose account or invested in the corporate mutual funds set up in connection with the Group employee savings plan. In 2011, 669,000 was invested in the Groups French employee savings plan by way of mandatory profit-sharing (for 2,100employees) out of a total of 1.4million paid that sameyear.
4.4.3. MANDATORY PROFIT-SHARING BONUS IN FRANCE

The Law of July28, 2011, introduced a profit-sharing bonus for employees of Groups whose dividend payments to shareholders were up on the average for the two previous fiscalyears. Within this context, in addition to existing mandatory profitsharing and voluntary incentive systems, the total amount paid to employees in 2011 amounted to 2.3million, i.e. an average profit-sharing bonus of 180 per employee.
36
Faurecia

Employee Prot-Sharing andIncentive Plans
4.4.4. GROUP EMPLOYEE SAVINGS PLAN IN FRANCE

The Faurecia Group employee savings plan set up in France in 2004 offers employees the chance to invest in a savings plan by purchasing units in a corporate mutual fund invested in either property or securities. Fourteen funds were made available to employees. The Group savings plan can be funded by the payment of amounts allocated under profit-sharing plans and voluntary incentive plans, as well as by voluntary contributions. Voluntary contributions to the Faurecia Actionnariat corporate mutual fund, comprised only of Faurecia shares, are supplemented by a contribution from the Company that amounted to 86,000 in 2011 and concerned 238employees. Total funds invested in the employee savings plan at the end of 2011 stood at nearly 25million (9,324 employee savers), 12% of which was invested in the Faurecia Actionnariat corporate mutual fund (2,240employees). In addition, the corporate retirement savings plan funded mainly by Faurecia in the form of a defined contribution scheme had plan assets of 45million as of December31, 2011. In 2011, this scheme was supplemented by an inter-company savings plan (PERI) for managerial employees.
4.4.5. STOCK OPTIONS AND SHARE GRANTS SUBJECT TO PERFORMANCE REQUIREMENTS

Faurecia has set up a performance share plan, with a view to incentivizing and retaining its senior managers. These plans follow a procedure established by the Board of Directors at its meeting on December17, 2009. The Annual Shareholders Meeting on May26, 2011 authorized the Board of Directors to grant a maximum of 2,000,000 Faurecia shares in keeping with this procedure. Based on this authorization, on July25, 2011, the Board granted 933,400shares to 246 beneficiaries, subject to performance requirements. As of December31, 2011, a total of 1,475,348 stock options were granted but not yet exercised.
Faurecia
37

Administrative Efficiency inHumanRelations
4.5. Administrative Efficiency inHumanRelations

During theyear, Faurecia continued its efforts to streamline/ outsource its human relations information systems. Currently, 42,000employees are paid by Globalview (SAP Platform) in France, the USA, the Czech Republic, Germany, Portugal, Spain, Slovakia, South Korea and the UK (58% of the Groups registered employees). After a pilot project focusing on time management was launched in Portugal in 2010 to enable production managers to directly manage their work teams presences and absences via an intranet portal, Faurecia extended this application to 42plants for 980managers and 10,700employees who use the system on a daily basis. Recommendation levels exceeded 85% in the three countries in question (Portugal, Spain, France). This project will be extended to Germany, South Korea and the UK in 2012. In addition, an Employee Self Service portal for Research and Development center and key function personnel, will enable individual employees to submit holiday queries on line, to view their latest wage slips and to update certain personal data. Lastly, at the end of 2011, nearly 25,000people were being paid from shared service centers in France, the USA and Canada. This initiative has helped to standardize and streamline the payroll process and to optimize personnel management tasks. Spain also launched a similar project inearly2011. Tests on link master records facilitating the dissemination of information between our sites and the shared service centers have been successful.
38
Faurecia

Other Employee-Related Data
4.6. Other Employee-Related Data

TOTAL EMPLOYEES ON 12/31/2011 VS. 12/31/2010
2011 2010 2011 vs. 2010 of which open-ended Total contracts head- (CDI) (in count points)
3.4% 27.1% 8.6% 35.7% 19.9% -2.0 3.3 2.9 1.4 3.6
Registe- Tempored rary ememployees ployees

Europe North America South America Asia Other 43,349 14,388 5,057 5,301 3,935 6,510 1,585 123 3,651 280
of which of which % % open-en- Registe- Tempoopen-en- Registe- Tempored rary ded ded Total Total red rary ememem- contracts em- contracts ememployees (CDI) ployees ployees ployees (CDI) ployees ployees
49,859 15,973 5,180 8,952 4,215 79.3% 78.6% 91.0% 52.0% 65.4% 41,695 10,975 4,500 3,715 3,304 6,528 1,596 270 2,883 210 48,223 12,571 4,770 6,598 3,514 81.2% 75.2% 88.1% 50.7% 61.8% 4.0% 31.1% -0.3% -0.7%
12.4% -54.4% 42.7% 19.1% 26.6% 33.3%
FAURECIA 72,030 12,149 84,179
76.3%
64,189 11,487 75,676
77.1%
12.2%
5.8% 11.2%
-0.8
Total employees
The Groups total workforce increased by 8,503 people, or +11.2%, in 2011. Excluding acquisitions, total workforce increased by 6,715 people, or +8.9%. The proportion of staff employed under open-ended contracts decreased from 77.1% to 76.3%. The proportion of staff on fixed-term contracts rose from 7.7% to 9.3%, and the proportion of temporary staff fell from 15.2% to 14.4%. Total employment grew in all geographic regions in 2011.
This change was, in part, due to the new businesses acquired in 2011 (Angell-Demmel in Germany, Madison in the USA, Yukata in India). Over 1,300 new employees joined the Group, including 540 in Europe, 235 in North America and 532 in Asia. On a like-for-like basis, registered employees increased by 6,534 people (+10.2%). This reflects Faurecias business growth, especially in North America, in Asia and in other countries.
Temporary employees
The number of temporary employees rose by 662 people in 2011, up 5.8%. Excluding acquisitions, total employees increased by 181 people, up 1.6%. At the end of December2011, the percentage of temporary employees totaled 14.4%.
Registered employees
The Groups registered employees increased by 7,841 people in 2011 (up 12.2%). This increase was particularly marked in North America (+3,413), in Europe (+1,654) and in Asia (+1,586).
Faurecia
39

REGISTERED EMPLOYEES ON 12/31/2011 VS. 12/31/2010

2011 registered employees Technicians, foremen& Managers adminis& trative professtaff sionals
7,932 1,098 1,249 1,078 536 7,495 2,575 454 1,965 357
2010 registered employees Technicians, foremen& Managers adminis& trative professtaff sionals
7,781 838 1,122 664 440 6,935 1,965 335 1,250 258
Operators& workers
Europe North America South America Asia Other 27,922 10,715 3,354 2,258 3,042
Total
43,349 14,388 5,057 5,301 3,935
Operators& workers
26,979 8,172 3,043 1,801 2,606
Total
41,695 10,975 4,500 3,715 3,304
Year-onyear change
4.0% 31.1% 12.4% 42.7% 19.1%
FAURECIA
47,291
11,893
12,846
72,030
42,601
10,845
10,743
64,189
12.2%
Registered employees increased by 12.2% in 2011. On a like-forlike basis, registered employees increased by 10.2%. In Europe, registered employees increased 4.0%, +3.5% of which was for workers, +1.9% for technicians, foremen& administrative staff and +8.1% for managers. This increase was due, in part, to the integration of 540employees who joined the Group as a result of the acquisition of AngellDemmel in Germany. On a like-for-like basis, registered employees rose by 2.7%, due to the favorable impact of a rise in volumes in Germany, Poland and Slovakia in particular, in North America, registered employees grew by 31.1%, irrespective of socio-professional category. The impact of the integration of 235 employees from the Madison plant in the USA accounted for 2.1% of this increase. On a like-
for-like basis, registered employees were up 29.0% due to increased production volumes, mainly in Mexico and in the USA. South America experienced 12.4% in employee growth, mainly due to strong growth in Brazil and to the production start-up in Uruguay. The numbers were up by 10.2% for workers, 11.3% for technicians, foremen& administrative staff and 35.5% for managerial staff. In Asia, registered employees were up 42.7% and up 28.4% on a like-for-like basis, largely due to the influence of a sustained level of production, mainly in China, and increased employees at our other Indian sites. 532 people joined the Group due to acquisitions in 2011 (Yukata in India). Other countries posted a 19.1% increase in registered employees due, in particular, to the boom in business in South Africa, Russia and Morocco.
REGISTERED EMPLOYEES BY TYPE OF CONTRACT ON 12/31/2011 VS. 12/31/2010

2011 Open-ended contracts (CDI)
Europe North America South America Asia Other 39,519 12,552 4,716 4,657 2,755
2010 Openended contracts (CDI)

39,175 9,459 4,204 3,342 2,172
2011 vs. 2010 Openended contracts (CDI)

0.9% 32.7% 12.2% 39.3% 26.8%
Fixedterm contracts (CDD)

3,830 1,836 341 644 1,180
Total
43,349 14,388 5,057 5,301 3,935

2,520 1,516 296 373 1,132
Total
41,695 10,975 4,500 3,715 3,304

52.0% 21.1% 15.2% 72.7% 4.2%
Total
4.0% 31.1% 12.4% 42.7% 19.1%
FAURECIA
64,199
7,831
72,030
58,352
5,837
64,189
10.0%
34.2%
12.2%
40
Faurecia

The number of employees working under open-ended contracts increased by 5,847 (i.e. +10.0%) and the number of employees working under fixed-term contracts increased by 1,994 (i.e. +34.2%). Excluding acquisitions, the number of employees working under open-ended contracts increased by 4,645 (i.e. +8.0%) and the number of employees working under fixed-term contracts increased by 1,889 (i.e. +32.4%). Breakdown by type of contract was stable between 2010 and 2011. Permanent staff accounted for 89.1% of the Groups registered employees in 2011, versus 90.9% in 2010. Acquisitions resulted in 1,202 new permanent employees, including 464 in Europe (Germany), 234 in North America (United States) and 504 in Asia (India). This represents 21.0% of the increase in this type of contract.
Excluding acquisitions, the number of employees working under open-ended contracts fell by 120employees in Europe as a result of the finalization of the restructuring plans launched during the recession. The number of employees working under these types of contracts increased by 2,859 in North America, by 512 in South America, by 811 in Asia and by 583 in other countries, in line with the recovery. The number of fixed-term contracts increased by 34.2%. They accounted for 10.9% of employees at the end of 2011, compared to 9.1% at the end of 2010. The number of employees working under this type of contract rose by 1,994 people, mainly in Europe (Germany and Slovakia), in North America (Mexico) and in Asia (India) in order to achieve a rapid response to the upturn in business in these regions.
AGE PYRAMID BY GENDER 12/31/2011

Operators& workers Technicians, foremen& administrative staff Managers& professionals
<20 Men Women

813 224
20-29 Men Women

9,978 3,606
30-39 Men Women

10,337 4,040
40-49 Men Women

7,990 3,204
>50 Men Women

5,225 1,874
Total Men Women

34,343 12,948
130 0
90 0
2,303 1,615
1,004 653
2,622 3,814
961 1,173
2,281 3,244
672 557
1,390 1,566
440 224
8,726 10,239
3,167 2,607
TOTAL
943
314 13,896
5,263 16,773
6,174 13,515
4,433
8,181
2,538 53,308 18,722
Women accounted for 26.0% of the Groups registered employees, the same as in 2010. Faurecia is quite a young group as 60.2% of regular employees are less than 40years of age and 28.3% less than 30. 10,719 registered employees are over 50 (14.9%). For all age brackets, the breakdown by staff category remained stableyear-on-year, with 66% of the registered employees corresponding to operators& workers and 17% to technicians, foremen,administrative staff, managers& professionals.
16,773 13,896 13,515
8,181 5,263 943 6,174 4,433 2,538 314 20 - 29 30 - 39 40 - 49 > 50 < 20 Men
Women
Faurecia
41

IMPACT OF CHANGES IN SCOPE IN 2011 ON REGISTERED EMPLOYEES

Technicians, foremen& administrative staff
118 4 258 -
New registered employees

Europe North America South America Asia Other
Open-ended contracts (CDI)

464 234 504 -
Fixed-term contracts (CDD)

76 1 28 -
Total
540 235 532 -
Operators& workers
391 210 87 -
Managers& professionals
31 21 187 -
FAURECIA
1,202
105
1,307
688
380
239
This table summarizes the impact of changes in scope in 2011 by contract type and by staff category. 92% of the employees added under these acquisitions work under open-ended contracts.
53% are operators& workers, 29% are technicians, foremen& administrative staff, and 18% are managers& professionals a breakdown that is slightly different to Faurecias pre-acquisition staffing situation, given the integration of the FTCI tech center in India (mainly technicians, foremen& administrative staff& managers and professionals).
EXTERNAL HIRES ON 12/31/2011 VS. 12/31/2010

2011 OpenFixedended term contracts contracts (CDI) (CDD) 2,515 4,138 1,544 1,417 734 3,909 4,495 335 656 720
2010 Openended contracts (CDI)

1,274 1,987 1,747 755 749
2011 vs. 2010 Openended contracts (CDI)

97.4% 108.3% -11.6% 87.7% -2.0%
Total 6,424 8,633 1,879 2,073 1,454

2,430 3,244 264 410 721
Total
3,704 5,231 2,011 1,165 1,470

60.9% 38.6% 26.9% 60.0% -0.1%
Total
73.4% 65.0% -6.6% 77.9% -1.1%
FAURECIA
10,348
10,115
20,463
6,512
7,069
13,581
58.9%
43.1%
50.7%
This table showsyear-on-year changes in hiring, excluding changes in scope and excluding the impact of transfers from fixed-term to open-ended contracts. The number of hires as a whole increased by 50.7% compared to 2010, with a 59% rise in open-ended contracts and a 43% rise in fixed-term contracts. This increase followed on from the nearly 49% growth already recorded in 2010, in the light of the upturn in the automobile industry worldwide. In Europe, employees were hired under open-ended contracts mainly in Germany and Poland and under fixed-term contracts not only in Germany but also in Slovakia.
In North America, open-ended and fixed-term contract hires rose sharply in the United States and Mexico respectively to support business growth. In South America, the volume of hires was similar to that of 2010, confirming the growth being witnessed in this region. Business in Asia experienced strong growth. This resulted in double the number of hires, particularly under open-ended contracts, compared to 2010, mainly in China and India. In other countries, and mainly in Morocco, the consolidation of the Groups industrial sites and their increased workload explains a volume of hires similar to that of 2010 (all contract types included).
42
Faurecia

EXTERNAL HIRES ON 12/31/2011 VS. 12/31/2010

2011 Technicians, foremen& Operaadministors& trative workers staff 4,485 7,231 1,206 916 1,126 1,157 546 609 516 214
2010
Managers& professionals 782 856 64 641 114
Technicians, foremen& Managers & Operators& administra- professioworkers tive staff nals Total
6,424 8,633 1,879 2,073 1,454 2,613 4,515 1,487 654 1,176 759 335 484 243 201 332 381 40 268 93
Total
3,704 5,231 2,011 1,165 1,470
FAURECIA
14,964
3,042
2,457
20,463
10,445
2,022
1,114
13,581
Operators& workers represented 73% of external hires in 2011, compared to 15% for technicians, foremen& administrative staff and 12% for managers& professionals, vs. 77%, 15% and 8% respectively in 2010. These figures do not include internal changes in scope in 2011. Hires of operators& workers rose by 43% in 2011, mainly in Europe, North America and Asia, due to business growth in these regions.
The volume of hires of technicians, foremen& administrative staff was up by over 50% compared to 2010, with particularly high levels of business again in Europe, North America and in Asia. Hires of managers& professionals, which were very much affected by the 2008/2009 recession, more than doubled in 2011 compared to 2010. Here again, all regions showed strong growth.
TRANSFERS FROM FIXED-TERM TO OPEN-ENDED CONTRACTS ON 12/31/2011 VS. 12/31/2010

2011 Technicians, foremen& Operaadministors& trative workers staff 539 1,461 2 84 167 185 56 49 10 15
2010
Managers& professionals 58 74 0 5 4
Technicians, foremen& Managers& Operators& administra- professioworkers tive staff Total nals
782 1,591 51 99 186 627 1,043 0 79 252 109 69 36 27 9 21 71 0 9 1
Total
757 1,183 36 115 262
FAURECIA
2,253
315
141
2,709
2,001
250
102
2,353
The number of transfers from fixed-term to open-ended contracts increased nearly 15% in 2011 compared to 2010. 13% of this increase pertains to operators& workers, 26% to technicians, foremen& administrative staff and over 38% to
managers and professionals. This increase was in addition to the rise in external hires in 2011. It was particularly significant in North America (Mexico) and in Europe (Poland and Romania).
Faurecia
43

DEPARTURES (BROKEN DOWN BY REASON) ON 12/31/2011 VS. 12/31/2010

2011 Resignations (openended contracts) 1,180 1,477 288 514 156
2010 Resignations (open-ended Individual layoffs Total contracts)

5,294 5,459 1,328 1,014 833 913 812 257 265 243 1,180 1,560 519 172 244
Individual layoffs 1,013 1,863 807 187 298
Group layoffs 1,148 89 0 0 0
Other 1,953 2,030 233 313 379
Group layoffs
915 122 2 0 0
Other
1,729 1,106 147 239 231
Total
4,737 3,600 925 676 718
FAURECIA
*
3,615
4,168
1,237
4,908*
13,928
2,490
3,675
1,039
3,452 10,656
Including 4,569 upon expiration of fixed-term contracts.
The number of employees who left the Group in 2011 totaled 13,928, versus 10,656 the previousyear, representing a more than 30% increase. Of these departures, 35% corresponded to the expiration of fixedterm contracts. Resignations accounted for 27.6% of departures in 2011, compared to 23.3% in 2010. They rose 45% by volume in 2011. The highest rises were recorded in North America and Asia which are both regions which witnessed a high turnover in the labor market in 2011.
In Europe , on the other hand, the rise in the number of resignations was still below the Groups average, at nearly 30%. Individual and group layoffs accounted for 38.8% of total departures, down from 44.2%. The proportion of individual layoffs was up 13.4% compared to 2010, the number of collective layoffs was up 19%, mainly due to industrial restructuring in Spain (Figueruelas site) and in Sweden (Torsas site).
TRAINING HOURS ON 12/31/2011 VS. 12/31/2010

2011 Total training hours Europe North America South America Asia Other 831,881 254,889 60,857 292,702 137,280 Training hours peremployee 21 20 14 63 38
2010 Total training hours

778,596 137,665 54,971 106,287 96,119
Training hours peremployee

21 14 15 32 33
FAURECIA
1,577,609
25
1,173,638
21
The average number of training hours rose sharply in 2011. Itaveraged 25 hours per employee Group-wide, compared to 21 hours in 2010.
The total number of training hours in 2011 increased by over 34% over the period, impacted strongly by ongoing training programs in North America (Mexico) and in Asia (China andIndia).
44
Faurecia

EXPATRIATES BY DESTINATION ON 12/31/2011 VS. 12/31/2010

2011 Europe North America South America Asia Other 69 36 20 67 25
2010
69 34 17 54 19
FAURECIA The number of expatriates increased by 12.4% Group-wide in 2011.
217
193
Maintaining its internationally diverse group of expatriates goes hand-in-hand with the Groups efforts to expand internationally.
DISABLED EMPLOYEES ON 12/31/2011 VS. 12/31/2010

2011 Europe North America South America Asia Other 1,131 16 29 3 18
2010
1,114 6 13 7 15
FAURECIA
1,197
1,155
Faurecia employs nearly 1,200 disabled people, the vast majority in Europe. Thecriteria used to define disabled employees are those set down in the legislation of each country.
In Europe particularly France such legislation tends to favor a more proactive approach than in other countries. The proportion of disabled employees in France remains stable, representing just over 4% of the Groups workforce in this country.
WORK SCHEDULES IN 2011

Two 8-hr shifts(1)
12,053 3,146 547 1,384 1,658
Three 8-hr shifts(2)

13,813 6,555 3,082 869 1,533
Weekend(3)
364 0 0 79 63
Other
17,119 4,687 1,428 2,969 681
Total
43,349 14,388 5,057 5,301 3,935
FAURECIA
(1) Two shifts. (2) Three shifts. (3) Reduced weekend hours.
18,788
25,852
506
26,884
72,030
Staff work schedules within the Group are aimed at meeting customer needs, based on production capacity at our sites. Shift work and weekend work mainly concern the production sites and together account for 62.7% of the Groups registeredemployees.
Faurecia
45

PART-TIME STAFF ON 12/31/2011 VS. 12/31/2010

Part-time staff 2011
Europe North America South America Asia Other 736 0 0 0 0
Part-time staff 2010

727 0 0 0 0
FAURECIA
736
727
Practically all of the Groups part-time employment contracts are in Europe, particularly France. Part-time staff accounted for 2.7% of the Groups regular employees in France in 2011, the same as in 2010.
The incorporations of Plastal Allemagne and Espagne in 2010, and Angel Demmel in Germany in 2011 also contributed to the rise in this category of personnel in 2011.
OVERTIME ON 12/31/2011 VS. 12/31/2010

2011 Overtime (inhours)
Europe North America South America Asia Other 2,060,051 4,148,149 505,937 1,628,089 784,126
2010 % hours worked

2.9% 14.8% 6.1% 14.9% 10.0%
Overtime (inhours)
1,818,070 3,077,584 427,948 1,299,193 418,863
% hours worked
2.7% 14.2% 6.1% 18.1% 6.8%
FAURECIA
9,126,353
7.2%
7,041,658
6.4%
Overtime hours are determined in accordance with the legislation of each country.
The increase observed between 2011 and 2010 (+0.8 points) was mainly due to a sharp growth in business, especially in North America and in other countries (South Africa and Morocco in particular).
ABSENTEEISM ON 12/31/2011 VS. 12/31/2010

Absenteeism rate 2011
Europe North America South America Asia Other 3.1% 1.7% 2.4% 0.5% 2.6%
Absenteeism rate 2010

3.2% 1.7% 2.1% 0.5% 2.5%
FAURECIA
2.5%
2.6%
46
Faurecia

Absenteeism reported was due to illness, workplace accidents and various unauthorized absences. The number of hours of employee absence was up 10% in 2011 compared to 2010, rising from 2.9million to 3.2million hours in total.
At the same time, the number of hours worked increased by 15% from 109.8million to 126.6million hours over the period.
SUBCONTRACTING ON 12/31/2011 VS. 12/31/2010

2011 One-off subcontracting projects
Europe North America South America Asia Other 599 105 182 102 36
2010 One-off subcontracting projects

474 50 62 36 26
Ongoing subcontracting
1,666 237 315 592 279
Total
2,265 342 497 694 315
Ongoing subcontracting
1,545 159 262 435 160
Total
2,019 209 324 471 186
FAURECIA
1,024
3,089
4,113
648
2,561
3,209
The use of subcontractors increased by more than 28% in2011. This rise was mainly due to the integration of subcontractors in relation to our changes in scope in 2010 and 2011 in Europe, North and South America.
Use of subcontractors was also considerable in Asia as a result of our strong growth in the region.
CULTURAL AND SOCIAL SECURITY BENEFITS IN 2011

Supplementary health and personal risk insurance
18,357 1,772 516 3,263 449
(in thousands)
Accommodation
2,266 1,979 921 5,052 257
Transportation
9,167 3,441 2,128 2,980 2,406
Catering
8,613 1,202 4,116 2,980 900
Medical care
4,831 10,576 4,381 6,236 989
Subsidies
5,202 166 733 239 87
Total
48,438 19,137 12,794 20,750 5,088
FAURECIA
10,476
20,123
17,812
27,012
24,357
6,427
106,207
The total was up by more than 24% in 2011. In addition to the increase in this item of expenditure following changes of scope in 2011, supplementary protective measures
(medical services, mutual and risk insurance) were established, particularly in Asia (China and India) in order to back the development and support of our employees in these regions.
Faurecia
47
48
Faurecia
5
Quality
CONTENTS
5.1. 5.2.
QUALITY ACHIEVEMENTS
50
5.3. 5.4.
CUSTOMER AWARDS OUTLOOK 2012
52 53
FAURECIA EXCELLENCE SYSTEM (FES) 51
Faurecia
49
Quality
Quality achievements
5.1. Quality achievements

Faurecias quality performance, measured as the average halfyearly rate of customer rejects permillion parts delivered (ppm), returned to its global level of 15 due to the integration of sites formerly belonging to Plastal and Emcon in 2010. specific performance for each customer has been introduced in order to ensure that corrective measures are taken immediately to address any quality issues at a given plant. Every major problem is addressed by means of systematic transversal action at the sites in question in order to prevent any recurrence. 16 plants are currently achieving scores in excess of 50ppm. One of Faurecias priorities for 2012 is to reduce the disparity between plants and to ensure that all plants achieve a result of less than 50ppm. Faurecia has benefited from its quality problem solving experience by developing its methodology along the lines of a new concept, Quick Response to Continuous Improvement (QRCI). QRCI is a management approach whereby all defects must be dealt with through corrective action immediately, within 24hours at the latest, working from an in-depth analysis to pinpoint the root causes of the problems and determine appropriate technical solutions that can be used across all Group businesses. It is applied company-wide, from production line operators to workshop and site managers, as well as in project development teams and development centers. It is also used to deal with logistics, supplier and HSE (health, safety and the environment) issues.
PPM EXTERNAL CUSTOMERS AS OF DECEMBER 31 (ONASIX-MONTHLY ROLLING BASIS)
230 235
102
35
22
15
18
15
2004 2005 2006 2007 2008 2009 2010 2011

The strict application of the methods laid down in the Breakthrough Quality Plan allowed sites acquired in 2010 to meet Faurecias quality performance. The Breakthrough Quality Plan, launched in 2006, has now reached maturity. Faurecias major customers now acknowledge that Faurecia offers one of the highest levels of quality worldwide. Detailed monitoring of
Since 2009, a global QRCI competition has been organized everyyear with all production and research and development sites taking part. The competition rewards the best regional performances for each of Faurecias business groups, as well as recognizing the best sites worldwide. The 2011 competition finale took place on March 2, 2012 and the Audincourt Automobile exteriors site was recognized as the world leader in this process. The aim of the QRCI Competition is not only to select the best site or the best example of QRCI application, but above all, to train operational management in effective problem resolution.
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Faurecia Excellence System (FES)
5.2. Faurecia Excellence System (FES)

The results obtained within the field of quality form part of the Faurecia Excellence system global initiative. This system was deployed as the result of an acceleration plan, launched in early 2009, to improve the operational performance of the Groups production units. The Faurecia Excellence System is the cornerstone of Faurecias success and is based on objectives assigned to each of these four categories: leadership, development, production and customers. The Faurecia Excellence System Production audit plan was continued into 2011 in plants so as to ensure the effective deployment of FES at all levels of the organization and in all the countries where Faurecias business is expanding. The 2009 audit reference framework provides for a simple and structured 14point assessment. In early 2011, after a two-year expert appraisal, the questionnaire was made more rigorous in terms of Safety and Quality. The A/B/C/D rating awarded after the audit is a tool used to motivate management. Each site that receives a D must submit an immediate adjustment plan to Faurecias Chairman. Results show ongoing improvementyear-on-year. 116plants were audited for at least the second time by Faurecia Group auditors in 2011. The number of plants obtaining an A (Excellent) stood at 31 in 2011. The percentage of plants considered to be good (A or B) stood at 56% in 2011.
PERCENTAGE OF PLANTS RATED AORBFOLLOWINGTHEFES AUDIT
56% 50%
2010
2011
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Customer awards
5.3. Customer awards

In 2011, Faurecia received several customer awards. At the production site level: c the Gent site (Belgium), Interior Systems product group, received the Volvo Quality Award trophy from VOLVO Cars; c the Barcelona site (Spain), Automotive Exteriors product group, received a Silver World Excellence Award trophy from the Ford Motor Company; c the Rayong site (Thailand), Emissions Control Technology product group, received a Silver World Excellence Award trophy from the Ford Motor Company; c the Nanjing site (China), Interior Systems product group, was recognized as an Excellent Quality Supplier by Changan Ford Mazda Automotive (CFMA); c the Wuhan site (China), Seating product group, was given the honor of being named Best Supplier by Dong Feng Peugeot Citron Automotive (DPCA); c the Changchun site (China), Automotive Seating product group, received an Excellence in Quality award from First Automobile Works Volkswagen (FAW/VW); c the Wuhan site (China) Emissions Control Technology product group, received the Best Supplier trophy from Dong Feng Peugeot Citron Automotive(DPCA) and the Supplier Quality Excellence Award from the Ford Motor Company; c the Changchun site (China), Emissions Control Technology product group, received multiple awards: c SUPPLIER of Year 2011 from First Automobile Works (FAW), c SUPPLIER of Year 2011 from First Automobile Works/ Faw Car Company (FAW-FCC), c Award of best Value Added 2011 from FAW JILIN; c the Bangalore site (India), Emissions Control Technology product group, received an award from Toyota for technology transfer and innovation; c the Limeira site (Brazil), Emissions Control Technology product group, received a recognition certificate from Honda for its quality and logistics performances in2011. The customer trophies received in China are consistent with the excellent progress made in the FaureciaExcellenceSystem on these sites. In particular, our customers have organized presentations and site tours of the Wuhan and Changchun plants, demonstrating them as examples to their local suppliers.
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Outlook 2012
5.4. Outlook 2012

Objectives for 2012 are: c ongoing quality performance optimization; c more widespread improvement in quality performance, bringing individual plant performance below 50ppm. These objectives will be achieved by pressing forward with the roll out of the FaureciaExcellenceSystem in all Group plants, with an upgrade of the newly acquired sites. The Faurecia Excellence System target is for 70% of plants to be classed A or B by the FES audit system in 2013.
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CONTENTS
6.1. 6.2.
MARKET EXPECTATIONS RESEARCH AND INNOVATION

6.2.1. 6.2.2. Environmental protection System approach
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6.2.3. 6.2.4.
Materials and processes The innovation process
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6.3.
ENGINEERING AND PROGRAM MANAGEMENT
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Market Expectations
Research and development (R&D) represents a strategic challenge for Faurecia. It is the starting point for the Groups innovative product and process creations and for future customer applications. R&D activities are structured around two main divisions: c the Research and Innovation Unit, which covers upstream activities prior to program acquisitions. This Unit is critical to enabling the Group to provide an appealing and competitive offering to its customers, which it achieves by designing new products and processes, proposing innovative solutions and developing generic products and processes; c the Program Engineering Unit, which covers customerspecific vehicle programs. It is a downstream unit responsible for ensuring that programs are completed within the set timeframes and in compliance with the required cost and quality levels. R&D accounted for 760million of gross expenditure in 2011 (4.7% of sales). 100million of this was spent on innovation over the same period.
5,000engineers and technicians based at over 40centers across the globe represent the Groups R&D community. 390patents were filed in 2011. Technological development and innovation are key priorities for Faurecia. Technological development continued to accelerate in 2011, supported by a strong focus on academia. Faurecia signed strategic partnership agreements with universities in the form of contracts or chairs as well as investing in technological research institutes (IRT). Faurecia also deployed its skills management policy by means of an ambitious plan with rigorous monitoring requirements. 272experts are now skilled in the Groups 60different areas of expertise. Skills sharing, wherever relevant, ensures optimal use of such expertise. The Company is forecasting this community of experts to be expanded to include more than 400experts by 2015. General Managements involvement in monitoring innovation plans via Technology Sessions and participation in the Experts Forum, shows that the Company is committed to technology and innovation, believing these to be key drivers of its success.
6.1. Market Expectations

The acceleration in model and platform globalization has made the standardized solutions offered by Faurecia increasingly attractive. Deployed throughout the production and development process, this approach optimizes costs and reduces lead times.
Increased popularity of platform components

In addition to model globalization, carmakers are endeavoring to mainstream major functions across several vehicle ranges by means of a platform components policy. With 20% of market share in 2010, seating units complying with this definition will account for over 70% of the market by 2015. In anticipating this trend, Faurecia consolidated its positions by offering both standardized and modular architectures. Architecture standardization reduces development and industrial production costs. Modularization means that equipment levels can be varied to suit the local market, thereby reducing costs.
Globalization of vehicle platforms

To reduce overheads, international carmakers roll out their models internationally with almost simultaneous commercial launches. This strategy is based on a policy of transversal components which are designed centrally, but produced locally. With 270production sites in 33different countries, Faurecias market presence means that it can respond to the constraints of these global platforms. This presence was, for example, a determining factor for Ford when it decided to select Faurecia to supply the new Focus. Nofewer than 13Faurecia sites will deliver interiors, emissions control systems and body parts to the North American carmaker.
Production technology standardization

The platform components policy requires the standardization of technologies across all of the affected sites. By incorporating production technologies into their design, Faurecias platform products can be rolled out worldwide very economically, while still guaranteeing adherence to quality and productivity criteria.
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Market Expectations
Standardization adds value

The cost reduction resulting from this platform component policy means that carmakers can shift value to design, comfort and ergonomics, thereby benefiting the user. For Faurecia, this shift is reflected in the creation of value in each of its product lines and for all market segments. Benefiting from its expertise in top-of-the-line markets, Faurecia is in a position to offer innovative products providing high performance solutions and perceived quality at all levels of its product line and for all markets worldwide. In 2011, this segmented approach was reflected in the presentation of several new designs in the seating and interiors markets. The High Performance and Ultra Premium Seats presented at the Frankfurt motor show were designed for entry level and top-of-the-line vehicle segments, offering hitherto unknown performance and differentiation levels. Likewise, the Ready-to-Wear vehicle interior concept applies principles inherited from the clothing industry by offering affordable content taken direct from the world of automotive haute couture. These designs are proposed by our industrial design studios which, being in direct contact with engineering departments, are located in the immediate proximity of carmaker decision-making centers. This local presence adds force to their proposals which can be adapted to meet the specific needs of local markets.
This pragmatic approach was also rolled out in 2011 via the Collections by Faurecia concept. This palette of trim solutions enables carmakers to choose pre-approved materials which can be introduced into their products rapidly and with the utmost reliability.
Global resources and local service

In order to meet the needs of this global configuration, Faurecia has put specific development structures in place: c skills centers bring together development resources from each of the platform product lines; c client development centers nearest the carmakers, responsible for specific applications; c shared resources platforms capable of making design and calculation workloads for all applications more flexible. For example, this organization has enabled Faurecia to develop and industrialize the interior of the new Chrysler 200 and Dodge Avenger in less than twelvemonths; an improvement compared to the 30months required for the previous generation of vehicles. This performance won Faurecia the 2011 automobile engineering team prize awarded by the Society of Plastic Engineers.
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Research and Innovation
6.2. Research and Innovation

In 2011, investment in innovation continued and was focused on areas that are key to the Companys competitiveness such as environmental performance, product attractiveness, the system approach and the optimization of manufacturing processes, including the logistics which have consolidated Faurecias leadership in terms of its quest for excellence.
6.2.1. ENVIRONMENTAL PROTECTION

Weight reduction
A multi-criteria approach is required to reach weight reduction targets, simultaneously addressing the performance of materials used, manufacturing processes, functional integration of products and the system in which they operate. By combining different materials such as very high tensile strength steel and lightweight alloys or even composite plastics, hybrid seats can be developed that are both lighter in weight and safer for the seats occupant. A combination of aluminum and fiberglass materials applied to front-end modules gives a 15% gain over previous technologies. This technology is now used in volume production of the new AudiA6. Microcellular plastics using Microject technology (injection combining resin and an inflating agent or gas) make it possible to reduce the density of molded parts without affecting performance. When applied to door panels, central consoles or instrument panel parts, the weight of the parts is reduced by 20% compared to the traditional injection system. In addition, Lignolight technology (Faurecia patent) applied to door panels improves density by 40% compared to traditional components. Considerable gains are also achieved thanks to technologies using steel. The Ultima seat track made from ultra high strength steel (Dual Phase1000) is a first. Durability is improved by 20% and weight is reduced by 15%. The weight of the recliner mechanisms has also been reduced by approximately 30% by combining higher performance materials and different forming and assembling technologies (e.g. laser welding). The induction brazing technology developed to assemble the various exhaust line components has cut their weight by 20% by reducing their width. This technology will enter into mass production in 2012 and will gradually be introduced for other modules delivered by Faurecia, by relevance of application. Hydro-forming is another process developed by Faurecia to reduce the number of components and optimize thicknesses, particularly for exhaust lines. Over and above these material and product gains, the only way to achieve new weight reduction thresholds is to apply a systemic approach. Traditionally, noise levels inside vehicles are reduced by layering heterogeneous materials which reflect or absorb sound vibrations and waves. Research into the nature of sound vibrations and waves and the ways in which they propagate has led to development of a range of materials combining acoustic insulation and absorption properties. By carrying out a threedimensional simulation of a vehicles acoustic and vibration signature, it is possible to define an optimal distribution of acoustic insulation material. This two-pronged approach makes it possible to reduce the weight of soundproofing materials by more than one third, a potential gain of over 10kg per vehicle. Faurecia applies these weight-reduction strategies to all of its products so that it can surpass market objectives and offer products that provide a weight savings of approximately 70kg out of an average of 200kg.
Size reduction
Reducing product size maximizes passenger room and helps reduce vehicle size. The goal is to provide the users of a certain vehicle class with the interior space of the next highest line. Development of new, lighter and more compact seat mechanisms and of composite backrests increases capacity by 15 to 20mm. Optimization of front-end modules by integrating ISOstandard safety functions is another avenue of investigation which saves around 20mm, which can then be gained on the length of the vehicle.
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Pollution reduction
Faurecia develops all technologies for reducing nitrogen-oxide and particulate emissions for off- and on-road passenger cars and commercial vehicles; these technologies either use systems for re-circulating exhaust gas back to the engine intake or autonomous systems, in particular selective catalysis. In partnership with Amminex, Faurecia develops and industrializes the ASDS (Ammonia Storage and Delivery System) process which stores ammonia in a compact gaseous form, allowing for improved performance over a traditional liquid-form storage system. The first projects to use this technology have begun with a number of automakers.
Increased energy efficiency

Faurecia develops technologies for recycling the thermal energy available in exhaust systems, either directly to heat the vehicles interior, for example, or by transforming the thermal energy into electricity to power accessories. Two technologies are considered for the latter application thermoelectricity, which uses a semiconducting material crossed by a heat flow to generate electricity, or the generation of mechanical energy from the Rankine cycle, which uses fluid transformed into steam to power a standard or a scroll turbine. This mechanical energy is then converted into electricity. These two principles reduce CO2 emissions from 4 to 6grams.
6.2.2. SYSTEM APPROACH

Standardization
Equipment suppliers must standardize for individual automakers and between several automakers in order to reduce development time and investment, ensure high levels of robustness at start of production, and increase competitiveness. However, this must not have a negative impact on the diversity of the product offer or on the performance of individual applications. Faurecia has played a pioneering role in this field and theapproaches that it proposes for each module are adapted to the needs of its customers. When applied to seat frames, the Apollo concept defines those elements of assembly which remain unchanged for the various parts. As these key areas are cross-cutting, the automaker has freedom when it comes to product design, standardizing assembly technology and adapting the level of automation to the cost structure of the production country. This leads to a massive reduction in investment, a reduction in development time and costs, and the ability to supply a reliable, high-performance product under the best economic conditions. The mechanisms incorporated into seating structures are highly standardized components which use capital intensive procedures and, consequently, require large quantities to reduce repayment costs. Similarly, the front-end carrier technique is at the heart of a modular concept which makes it possible to supply a wide range of products just in time. This part both ensures that the front end of the vehicle is rigid and integrates all the cooling and lighting components. These restricting parameters are taken into account both in terms of the parts design, which must adapt to the diversity of the components, and in terms of the production system able to create the desired composition in the time given. In Audis case, this gives five different vehicles offering fivemillion different module combinations delivered at an average rate of 1,700units per day. Standardization is confined to manufacturing processes and technologies. For this reason, Faurecia has introduced a rationalization policy which changes every time a new technology becomes a benchmark and needs to be integrated, for example. One good example is the New Tech assembly line incorporating fender injection, painting and final assembly.
Customization
Decoration is a key element of customization. For Faurecia, it is a strategic focal point. The product offering for vehicle interior parts breaks down into two large families: add-on trim such as painted, filmed, aluminum or wood inserts, and integrated decorations such as DecoSkin (trim integrated into the surface of a part), DecoStitch (stylish sewing lines) applied to series production on the Laguna3. Other processes can be used to enhance surfaces, i.e. dualcolored, metallic or mother-of-pearl instrument panels. The same approach is applied to automotive exterior parts, through specific painting of some elements and add-on films or parts. Customization cannot be fully applied to the detriment ofstandardization. For this reason, Faurecia systematically searches for the best balance between these two aspects by optimizing product and process architectures, thereby reducing the diversity of components. Additionally, Faurecia has developed a seat concept called SmartFitTM which makes it possible to customize automatic adjustment foreach occupant in line with their measurements. The seat can also adapt to driving conditions (city, highway, sport, etc.) by connecting to GPS, or provide additional wellbeing functions such as massage. Linked to the seats electronic system, SmartFitsTM Bluetooth interface can transmit information from an iPhone, simplify seat commands and optimize theoccupants comfort and security.
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Faurecia developed collections which were shown at the Frankfurt and Los Angeles motor shows. These are the result of combining attractive designs with advanced and innovative technologies, thereby enabling new freedoms in terms of industrial design as well as new user functions. They make use of all the materials, styles and technologies available for vehicle interiors. The Collections by Faurecia use 15technologies, 250colors and graphic designs in over 4,000parts which make up five tables corresponding to 2012 trends.
Lastly, at the Los Angeles motor show, Faurecia presented a Ready-to-Wear concept and demonstrator applied to Interior Systems. This concept is the synthesis of the best technologies and functionalities that Faurecia can implement for the majority of vehicle applications. It uses authentic materials (high quality wood, leather, aluminum and textiles) and trims, innovative man/machine interfaces, a wireless cell phone charger, interior ventilation built into trim parts, a foot and leg massage system and weight optimization for visible structural components.
6.2.3. MATERIALS AND PROCESSES

Materials development
The development of specific plastic formulas leads to new materials that better address market needs and expectations. The search for metallic materials which meet increasingly advanced requirements and optimize weight is also a focal point for new product development. Generally speaking, new materials cannot be dissociated from product design and manufacturing processes. hydro-forming, cold forging or assembly processes such as laser welding which it pioneered, and brazing technologies. No stone is left unturned and all technologies likely to be used by Faurecia product families are systematically researched and awarded a specific classification. A new concept for exterior-part painting lines (New Tech) was unveiled in March2011 in Audincourt (France). This new concept can significantly reduce approximately 95% of volatile organic compound emissions, approximately 25% of energy consumption and increase flexibility, making it possible to adapt investments as closely as possible to automakers budgets, particularly in emerging markets. This new concept will be widely used for the international expansion of Faurecia Automotive Exteriors. In addition, Faurecia set up a Chair on composites with the cole Centrale de Nantes with the aim of researching materials and manufacturing processes compatible with the automobile industrys time cycles.
Control and innovation inmanufacturing processes

In addition to processing methods for plastic materials, Faurecia focuses on forming processes for metallic materials, such as
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6.2.4. THE INNOVATION PROCESS

Management and Expertise
Product development moves through various successive stages before taking shape in the form of an automobile/vehicle part. An innovation must be validated prior to being proposed in vehicle development. This first stage, for which an innovation project manager is responsible, uses marketing and product/process innovation teams which follow a several-stage standardized innovation process and call upon experts and skills centers across Faurecias network of different Research and Development centers. At the end of this process, the product must meet market expectations in terms of overall performance and be supported by an industrial validation which can be put into practice, whenever necessary, by a pilot production line. Specific cooperative actions are also implemented for innovation projects that require technologies related to Faurecias core business. For example, incorporating mobile electronics as part of the man-machine interface has led to collaboration with industry players in the fields of connectors, switches andelectronics.
Investment
In 2011, the Groups continuous innovation work resulted in filing 390new patents. Higher than in previousyears, this number demonstrates Faurecias commitment to innovation, despite heavy economic constraints. It should also be noted that these patents pertain to products, materials, and manufacturing processes, demonstrating the efforts made by Faurecia to optimize the entire product value chain. In 2011, R&Ds commitment to innovation was embodied by: c the inauguration of the Worldwide R&D and Innovation Center for complete seats and Automotive Seating structures; c the opening of the Minbei Development center in China for the Emissions Control entity; c furthermore, Faurecia announced the opening of an R&D center in China which, by the end of 2012, will bring together the Seating, Interior and Exterior Systems divisions, in Shanghai. Eventually, this center will have 350engineers and technicians.
Collaboration
To expand and enhance its expertise, Faurecia is constantly forming new partnerships with suppliers as well as research institutes. This approach, which is particularly evident in the field of plastics and metals, makes it possible to achieve lighterweight designs at the best possible cost. The launch of a chair on composites with the cole Centrale de Nantes is a big step in the direction of the academic world and opens the door to other initiatives in this area.
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Engineering and Program Management
6.3. Engineering and Program Management

Carrying out vehicle innovation and application projects calls for an engineering organization and program that are highly reliable and effective. Faurecia is organized in a way that meets both these requirements. (Program Management System), describes all the deliverables to beproduced at each phase of the program. Every program is given periodic interim reviews, first by specialists and then at the close of each phase by management, so that its progress can be seen. The PMS includes five phases: obtain and validate customer needs, develop the product, test the product and develop the manufacturing process, plan and validate productive machinery, and increase line speeds and launch mass production. To track performance throughout the development process and steer it towards excellence, Faurecia has introduced the idea of program management excellence. This new approach involves the foregoing elements plus: c system audits of the program deliverables to ensure the consistency of applications; c and performance indicators, reviewedmonthly, to signal future risks. These various tools have made it possible to significantly improve such programs performance financially and in terms of quality, schedule and mass production launch. At the end of 2011, 538programs run by 320Program Managers were under development. Some are of global scale, from first drawings to final manufacture.
Engineering
As of today, Faurecia operates 38R&D Centers around the world. Each business groups Research and Development is spread across our three main geographic areas Europe, America and Asia. It is managed as a separate entity and possesses all the resources necessary to carry out the projects which it is assigned. Since it is structured as a network, it can run worldwide programs and commit as many of its resources as are needed through its worldwide workforce, or commit the right quality of resources needed through its roster of experts, particularly for vehicle innovation or application projects.
Project Management
Vehicle application programs follow a unique process, bringing together all the participants needed to develop and launch a new, mass-produced product. This process, known as PMS
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CONTENTS
7.1.
FAURECIAS PRODUCTS ANDTHEENVIRONMENT

7.1.1. 7.1.2. 7.1.3. 7.1.4. 7.1.5. 7.1.6. Product design Reducing product weight Emissions reduction initiatives Recycling initiatives Use of renewable materials Life-cycle analyses
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FAURECIAS MANUFACTURING SITES ANDTHEENVIRONMENT

7.2.1. 7.2.2. Environmental protection improvement initiatives Certication and training Environmental indicators
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Faurecias products andtheenvironment
Faurecia contributes to improved environmental performances thanks both to the performance of its industrial sites in respect of energy consumption, greenhouse gas emissions and waste production, and to the contribution of its products to the environmental performance of its clients cars. Faurecia contributes largely to the reduction of emissions through the technologies it develops to reduce pollutants in exhaust, mainly particles and nitrogen oxides, and to the
reduction of CO2 emissions by helping reduce vehicle weight, the biggest factor in reducing cars energy consumption, but also by its developments in the areas of recovery and recycling of energy in exhaust. Lastly, Faurecia factors the need to recycle into its design approach through the optimized reuse of production waste and the use of recycled materials, offering its clients an ever-broader range of technical solutions using bio-based materials.
7.1. Faurecias products andtheenvironment

Depending on the engine type and driving cycle, decreasing the average vehicles total mass by 100kg reduces CO2 emissions by approximately 8-10g per kilometer driven. Since Faurecias products can account for up to 20% of a vehicles total weight, Faurecia plays a key role in making vehicles lighter and more fuel efficient, thereby reducing greenhouse gas emissions and reducing the consumption of materials for their manufacture. Through its Emissions Control Technologies business, Faurecia also makes a significant contribution to lowering emissions and reducing noise pollution. In order to grow, and to make lighter, cleaner, safer and more spacious vehicles, Faurecia takes environmental factors into account at all stages in the product life cycle, from product design to the environmental impact of its production sites, from supplier collaboration to product end-of-life. In support of its overall approach, Faurecia took part in the Carbon Disclosure Project for the first time in 2011. By doing so, Faurecia aims to improve the measurement of its environmental performance, to benchmark itself against its peers and to continue moving toward an economy combining sustainable growth with reasonable management of resources.
7.1.1. PRODUCT DESIGN

Faurecias approach spans six areas of action, from the product design phase to the technical expertise we provide to automakers: c reducing the weight of the components and sub-assemblies; c reducing the space taken up by products, which helps to reduce vehicle size without affecting vehicle performance or capacity (or to increase capacity without affecting vehiclesize); c lowering emissions of greenhouse and other polluting gases; c recycling, including anticipation of the end-of-life phase, optimization of production waste recovery and the use of recycled materials; c increasing the use of natural materials; c reviewing and enhancing environmental performance based on life cycle analysis and assessment.
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7.1.2. REDUCING PRODUCT WEIGHT

A number of countries, representing a considerable portion of the global automotive market, have regulatory frameworks for controlling greenhouse gas emissions. To reduce fuel consumption and, consequently, carbon emissions, it is vital for automakers to reduce vehicle weight. This is also a significant means for automotive suppliers to stand out from the competition. Faurecia is in a leading position to help automakers achieve this objective, thanks to the diversity and size of the products it supplies, as well as its high level of vertical integration. Obtaining the optimal weight calls on an array of skills and design tools in support of various technological solutions: c a continuous improvement strategy for existing components, which can achieve weight savings of 5% to 10% and can be applied to most Faurecia products using conventional materials. In particular, designing components in accordance with lean production principles forms part of this strategy; c using rheological and mechanical calculation systems to optimize the design of parts such as by leveraging the positioning of ribbing and different thicknesses or by more closely monitoring the direction of glass fibers in thermoplastic matrices. By fine-tuning the design process and using specific materials, the Group has been able to reduce the thickness of certain components and offer more lightweight front-end modules with weight savings of up to 10%; c integrating or developing new shaping technologies to lighten existing elements (thin or variable-thickness panels, variablediameter tubing, creation of cavities in structural or semistructural parts); c developing new assembly processes for associating layers of more slender parts without undermining the overall performance, both mono-material (e.g. laser welding, bonding) and multi-material (assembly of different materials); c using new high-performance materials, metal or composite, allowing gains of up to 40% in mass depending on the application (e.g. sandwich structures, structural foams). Some examples of potential applications in four major vehicle systems are provided below: c Automotive seating: the joint development, by Faurecia and BASF, of a second-generation composite backrest has allowed us to target several automakers and to anticipate, in the medium term, a reduction of up to 15% of the mass of high-end vehicles, through the use of optimized multi-material seat structure solutions; c Emissions control technologies: Targeted reduction of wall thickness in exhaust lines, without impairing the useful life of these systems. c Interior systems: A LOw-weight COvering Premium (LOCOP) instrument panel skin that offers the soft-touch feel of polyurethane yet is much lighter in weight and more easily recycled than the traditional fabric. The development of a polymer material reinforced by natural fibers for a weight saving of 25% for interior applications. c Automotive exteriors: Lightweight approaches and natural materials that bring green benefits to the entire vehicle, from trim to tailgate. For example, the development of a rear liftgate module made of thermoplastic provides a weight saving of30%. The various ideas developed to date by Faurecia have led to a weight reduction of about 60kg per unit (30%) for a C segment vehicle.
7.1.3. EMISSIONS REDUCTION INITIATIVES

The majority of industrialized countries regulate the pollution generated by the exhaust emissions of private and commercial vehicles to some degree, although the scope and stringency of these regulations varies from country to country. Following the widespread introduction of catalytic converters for gasolinepowered vehicles, it is now diesel vehicles and utility vehicles which are increasingly subject to regulatory constraints. Europe is the worlds leading market for diesel-run vehicles, and has established strict regulations on two major pollutants NOx and particulate matter (PM). Emissions are currently governed by the Euro5 standard, which will be superseded by Euro6 in 2014. Since September2010, all diesel vehicles sold must be equipped with a particulate filter (Euro5). By 2015, most producing countries will have adopted comparable standards: Korea in 2010, followed by India in 2012 and, lastly, China in 2015 (for large cities at least). For Faurecia, the widespread introduction of diesel particulate filters means an increase in the average value added of lines delivered to customers. In 2014, the Euro6 standard will cut the limit for nitrogen oxide emissions to a third of its current value (0.08g/km). New regulations relative to NOx and particulate matter, applicable to utility vehicles, have required that emissions be reduced by more than 90% over the last decade in Europe, the United States and Japan. Brazil, China and India will soon follow the same path. Since 2011, comparable standards have applied to off-highway vehicles.
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These emissions standards will require the development of new post-treatment solutions for the exhaust line, which can reduce NOx emissions. Several technologies are under development: c selective catalytic reduction (SCR) using an external tank that contains AdBlue to reduce emissions; c low-pressure exhaust gas recirculation (LP-EGR), which requires the exhaust line to be fitted with an electric valve; c and the NOx trap (Lean NOx Trap). These technologies are already being used in the utility vehicle market in Europe and North America. The most stringent regulations make particulate filters and SCR or EGR systems mandatory for commercial vehicles. In addition, some applications require innovations such as the Thermal RegeneratorTM. These NOx treatment technologies have already been incorporated into Faurecias product offering, and are already included in several models that are looking ahead to the Euro6 standard or similar regulations. These vehicles include: the BMW 5 Sries 5 3.0L, which offers LNT as an option; the AudiQ7; the VW Touareg 3.0L V6 TDI; or the new Mercedes S350 V6, each equipped with their own type of SCR system.
Faurecias latest developments and newest concepts include: ASDS (Ammonia Storage and Delivery System), a selective catalytic reduction system that uses the storage of ammonia in compact gaseous form (alternative to liquid SCR systems) and delivers very precise amounts of ammonia. However, pollutants are not the only area of innovation or development work in the field of emissions control, which also covers CO2emissions: c exhaust-heat recovery technology for conventional and hybrid vehicles that extracts heat from the exhaust gases to reduce the amount of time that engines must run to warm up and sufficiently heat the cabin of the car; c a thermoelectric generator which converts the exhaust gas heat into electric energy supplied to the on-board electronics; c the Rankine system converts the exhaust thermal energy into mechanical or electrical energy. This trend towards stricter emissions standards requires exhaust systems to be fitted with highly specific equipment, and as such represents a significant growth opportunity for the Group in all of its markets.
7.1.4. RECYCLING INITIATIVES

7.1.4.1. Preparing the end-of-life phase
In view of the increasingly strict regulations in this area, automakers are making ever more stringent demands on their equipment suppliers in terms of recycling end-of-life products. All of Faurecias businesses are affected by these obligations and, depending on the characteristics of the component in question, have implemented plans and solutions to ensure that end-of-life products will be processed as efficiently as possible in the future. The Automotive Seating business, for instance, has conducted a product/process LCA (life-cycle analysis) on an innovative front seat, comparing it with the current model, with a view to improving its performance and reducing its environmental footprint. Theinitial results of this study indicate a potential reduction in CO2 equivalent emissions of approximately 10% for some of the key components of this seat. In 2011, the Interior Systems business completed a project started in 2009, in conjunction with the French governments Energy and Environmental Agency (ADEME), promoting the recycling of complex interior components with a heterogeneous chemical makeup (instrument panels, door panels, etc.) by dismantling, crushing and separating the materials. Recyclability studies and tests have also been launched with certain car-shredding establishments in relation to existing products, as well as materials being developed, including agrocomposites. In June2012, the Automotive Exteriors business is scheduled to finalize the Boreve project, which began in 2008, and is aimed at optimizing the treatment of materials derived from end-of-life vehicles. Once completed, this ADEME-supported project will allow the optimization of the final quality of recycled painted bumpers and the reuse, in future vehicles and in the same function, of reprocessed materials. Specific extrusion and chemical treatment processes, developed within this framework, will therefore contribute to improving the quality of the material and optimizing performances. The aim of the results expected from these studies is to define the most appropriate technical and economic models for Faurecia. All possibilities for the recycling of end-of-life products are studied with a view to integrating the best solutions, ensuring reduced environmental impact and taking into account all utilization cycles at the design stage. We also use life-cycle analyses to eco-design our products, integrating all of the above criteria as early as possible into the innovation and development processes.
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7.1.4.2. Use of recycled materials

Faurecia offers an increasing number of recycled plastic parts. In the Automotive Seating business, depending on the type and category of vehicle, various components are now partly made of recycled polypropylene. Taking all these components together, recycled plastics can now account for 15-20% of the materials comprising the seats manufactured by Faurecia. In the Interior Systems business, various tests and projects are currently underway in collaboration with industrial partners in the European automotive recycling industry, particularly in agro-composites. In addition, Faurecia maximizes the incorporation of recycled natural fibers (mainly cotton) in its vehicle soundproofing systems.
The Automotive Exteriors business also offers a growing number of applications that can use materials derived from recycled plastics. Applications such as absorbers, bumper frames and spoilers were tackled first, while the introduction of recycled materials into decorative parts such as bumper surfaces has been proposed for future vehicles, following studies. Lastly, we are also looking into new sources of materials from end-of-life products in order to broaden the range of available second-life materials at the same cost and with the same performance. Life-cycle analyses show that the use of recycled materials can reduce the environmental impact of manufactured products. Faurecia, like its automaker customers, has considerably extended its panel of suppliers of recycled materials with a view to integrating recycled parts into increasingly technical applications.
7.1.5. USE OF RENEWABLE MATERIALS

Bio-based materials and composites reinforced by natural fibers are forming an ever-larger part of new car models. Faurecia offers customers a wide array of alternatives to petroleumbased products, a market in which it has a high degree of involvement and one it has pioneered. terms of weight and cost. Using natural fibers as reinforcement in plastic parts generates weight savings of up to 10-15%. The use of these materials also makes the Group less dependent on oil prices, and allows it to reduce its overall environmental footprint. Wood, flax, hemp and sisal are entirely renewable materials, are locally available, and require much less start-up energy than traditional solutions such as glass fibers. Faurecia has developed all these materials to enhance processing methods by increasing resistance and improving technical performance and aesthetic appeal. The materials are used in both premium vehicles such as theVolvo C70 Coup, Citron C6, Mercedes S-Class, as well as vehicles produced in larger series, such as theOpel Corsa, CitronC3 and DS3, and Ford Fiesta for wood fiber and Smart ForTwo for flax.
7.1.5.1. Natural bers and composites

Faurecia Interior Systems designs and manufactures door panels using composite materials that combine wood fibers and resins. Natural fibers account for between 50% and 88% of the materials developed for this application. Instrument panels are also manufactured that combine a polypropylene matrix with linen fibers, comprising between 40% and 60% fibers, depending on the mechanical properties required. In addition to these compression applications, injection applications (NAFI, for Natural Fiber for Injection) have been developed and will be industrialized soon. These composite materials, based on natural fibers, replace the charged thermoplastics currently used, and are 25% lighter. The Automotive Exteriors business has validated the use of compounds based on polyolefin and fibers such as hemp and sisal for making semi-structural parts to replace glass fibers in order to offer customers solutions that are competitive in
7.1.5.2. Bio-materials
In 2007, Faurecia Interior Systems launched a research project called Biomat, aimed at replacing fossil-based materials with materials derived from fully renewable resources. Faurecias objective is to develop a biopolymer for vehicle interior applications. These are technical materials, which meet the strict requirements of the automotive industry in terms of
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safety, regulatory compliance, heat resistance, dynamic fatigue, odors, VOC (volatile organic compound) emissions, etc. They can be processed using traditional processes (existing investments), and the price per kilogram is competitive compared with more conventional materials used for vehicle interiors. This research, which is due to end soon, should ultimately result in an industrial application with high volumes of materials derived from renewable resources.
Moreover, the work undertaken on biopolymer compounds in the Automotive Exteriors business continues with a view to achieving the performances required for semi-structural applications, while the Seats and Acoustics businesses are now ready to use plant-derived polyols in seat foam and soundproofing, allowing biomass to account for about 5% of the resulting foam.
7.1.6. LIFE-CYCLE ANALYSES

Faurecia is increasingly using life cycle analyses at various levels to steer its strategic decisions and those of automakers. These analyses are carried out on its products, on the entire vehicle, from the extraction of materials to delivery to automakers, and to the entire life cycle of the car (including customer use and recycling). Framed by international standards ISO14040 and ISO14044, this methodology consists of assessing the environmental impact of products designed and manufactured by Faurecia for use in automobiles. It involves the fullest possible impact assessment, including climate change (including CO2), the consumption of non-renewable resources (oil and coal) and eutrophication. These life cycle analyses allow both Faurecia and automakers to: c make the right design choices for current vehicles (with gasoline or diesel internal combustion engines) and for those of the future using alternative fuels and with more environmentally-friendly emission control systems; c assess and avoid impact transfer by focusing on alternative solutions (e.g. by developing a lighter but non-recyclable product). Whether in the short term with conventional engine power or in the medium term with the growth of hybrid engines and the emergence of electric engines, Faurecias customers are keenly looking for groundbreaking solutions. This is the only way in which they can reduce their energy consumption and environmental footprint while at the same time ensuring autonomy, comfort, safety and driving pleasure. Moreover, in an increasingly competitive environment, automakers must meet increasingly diverse local and global demand, while complying with existing regulations and anticipating future changes to the regulatory framework. However, while the reduction in weight and the ensuing reduction of CO 2 emissions have a direct impact on the structure of automakers offers, product lineups themselves are gradually gaining in visibility, especially for Tier1 equipment manufacturers. The broad scope of its customer portfolio allows Faurecia to achieve a better overview of the market and a better understanding of customer expectations, resulting in a more appropriate structuring of its offers. In 2011, as it had in 2010, anticipation of future regulation and customer demand continued to format Faurecias innovation plan portfolio and its research and development budget in conjunction with specific requests from automakers to integrate green materials (renewable or recycled) and to provide for the recovery of vehicle materials.
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Faurecias manufacturing sites andtheenvironment
7.2. Faurecias manufacturing sites andtheenvironment

7.2.1. ENVIRONMENTAL PROTECTION IMPROVEMENT INITIATIVES
Faurecia aims to reduce the impact of its industrial activities on the natural environment in the areas surrounding its sites, especially in terms of the emission of pollutants into the air and water, energy consumption and the generation of greenhouse gas emissions and the production of waste. With this aim in mind, the Group continued in 2011 its strategy of implementing pollution abatement equipment at the end of its manufacturing processes or modifying processes to limit the quantity and harmful effects of their emissions and waste. The Groups sites invested a total of 7.4million on environmental protection and equipment upgrades in 2011. Investments dedicated exclusively to environmental protection totaled 2.1 million in 2011. These investments some of which were made necessary by regulatory changes and compliance requirements form part of the Groups overall capital expenditure plan, which is reviewed every sixmonths.
7.2.2. CERTIFICATION AND TRAINING

In keeping with the Groups environmental policy, Faurecias sites are gradually implementing environmental management systems based on the ISO14001 standard, within the overall framework of the FaureciaExcellenceSystem (FES). ISO14001 certification is often demanded by the Groups customers. The number of ISO14001-certified sites rose once again in 2011, reaching 148 by the end of theyear. Moreover, 65 sites currently have an action plan to set up a certified management system. As well as implementing ISO14001 management systems, Faurecia organizes environmental training and awarenessraising sessions for its employees. In 2011, 31,091hours of training were provided to 19,693 people in the Group. The big increase in the number of training hours compared with 2010 reflects Faurecias determination to make environmental issues central to the daily practices of all its employees.
NUMBER OF ISO14001-CERTIFIED SITES AND SITES WITH AN ISO14001 CERTIFICATION ACTION PLAN
16 20 38 33 49 46 49 65 61
NUMBER OF PERSONS TRAINED IN ENVIRONMENTAL ISSUES NUMBER OF HOURS AND ASSOCIATED COSTS
31091
47
17406 19693 16974 14749 15062 13083 14388 13527 12611 12151 10891 10719 9609
89
97
107
136
148
2005 2006 2007 2008 2009 2010 2011
2007
2008
2009
2010
2011
Number of people trained Number of hours
Number of sites whithout any ISO 14001 certication action plan Number of sites with an ISO 14001 certication action plan Number of ISO 14001-certied sites
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7.2.3. ENVIRONMENTAL INDICATORS

Water consumption and wastewater discharges
The Groups sites estimated total water consumption was 3.527million cubic meters in 2011. For the 207 sites already operated in 2010, overall water consumption grew by only 2% between 2010 and 2011, an increase of approximately 66,000cubic meters. On these 207sites, water consumption per number of hours worked was cut by 8.3%, from 28.9 liters to 26.5liters per hour worked. Moreover, across all sites, consumption of surface water was cut by 15.7% between 2010 and 2011, a reduction of more than 131,000cubic meters. This water was consumed solely by five sites present in both 2010 and 2011. In 2011, the source of the water consumed by the Groups plants broke down as follows: 51% drawn from municipal water networks, 20% from surface water and 29% from groundwater. Water is used mainly for cooling purposes. Of the water consumed, 53% is discharged into the natural environment (including 13% requiring on-site treatment), with the remaining 47% discharged into wastewater networks. Of the 229Group sites, 114are required to report self-monitoring data to local authorities on the quality of their wastewater discharges. Soil and groundwater pollution checks are also regularly conducted on most sites in compliance with regulatory requirements, and as part of environmental due diligence audits requiring further investigation.
SOURCES OF WATER CONSUMPTION IN 2011

20% Surface waters
WASTEWATER DISCHARGED IN 2011

13% On site treatment
51% Municipal water networks
29% Groundwater
47% Wastewater network
40% Natural Environnement
Energy consumption and atmospheric emissions

In 2011, total energy consumption is estimated at 2.10millionMWh, an increase of 6% compared with 2010. The increase was attributable in large part to new sites acquired by Faurecia in 2011 (12 additional sites compared with 2010) and to an increase in output. The number of hours worked increased by 15.9% throughout the Group compared with 2010. In terms of the number of hours worked, energy consumption was cut by 8.6% compared with 2010, with the reduction attributable primarily to ISO14001 certified sites (10.8% reduction).
The overall increase in energy consumption stemmed chiefly from electricity (an increase of 8.7%, or 105,684 MWh). Consumption of natural gas and liquefied petroleum gas (LPG) increased by just 2.4% (15,359MWh) and 2.2% (1,621MWh) respectively, while the quantity of fuel oil consumed was cut by 29.3% (6,717MWh). The reduction in the consumption of fuel oil at Group sites was mainly attributable to the removal from service or replacement of equipment (forklifts, generators, etc.) or activities (engine test benches). In 2011, 63% of energy consumed was electricity, 32% natural gas, 3% liquefied petroleum gas (LPG), 1% fuel oil and 1% steam.
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Atmospheric emissions from Faurecia sites result mainly from natural gas, liquefied petroleum gas and fuel oils. These three sources generated approximately 159,000metric tons of CO2 in 2011, an almost identical amount as in 2010. Faurecias electricity consumption in 2011 also resulted in the indirect emission of 470,500metric tons of CO2, an increase of nearly 6% compared with 2010, in line with the trend in electricity consumption (+8.6%). The reduction in fuel consumption has resulted in a 21% reduction in SO2 emissions compared with 2010. Of the Groups 229sites surveyed, 162 are required to report self-monitoring data to the local authorities on the quality of their atmospheric emissions.
BREAKDOWN OF ENERGY CONSUMPTION IN 2011

1% Steam 1% Full oil
63% Electricity
32% Natural Gas 3% LPG
SOURCES OF ATMOSPHERIC EMISSIONS IN 2011

CO2 (t)
Natural gas Liqueed petroleum gas Heavy industrial fuel oil (sulfur content 4%) Low-sulfur industrial fuel oil (sulfur content 2%) Very low-sulfur industrial fuel oil (sulfurcontent 1%) Light fuel oil (sulfur content 0.3%) 136,612 17,553 6.55 429 121 3,869
N2O (t)
5.98 0.69 0 0 0 0.08
CH4 (t)
9.57 0.27 0 0.02 0.01 0.08
SO2 (t)
1.33 0.60 0.17 5.50 0.77 4.93
NO2 (t)
143.55 16.46 0.01 0.93 0.26 5.18
TOTAL IN METRIC TONS
158,590
6.75
9.94
13.29
166.40
Use of ground surfaces (watertight surfaces and total surfaces)

Faurecia sites occupy a total surface area of 916.28hectares worldwide. This represents a 3.7% increase compared with 2010, following the acquisition of new sites in 2011 (12 additional sites compared with 2010, an increase of 5.5% in the number of sites). Of the surface area occupied, 66% is sealed against rainwater (compared with 65% in 2010).
BREAKDOWN OF SURFACES IN 2011
66% Watertight surfaces
34% Porous surface
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Waste generation
The Group generated 203,203 metric tons of waste in 2011 (including hazardous and non-hazardous waste and metal waste not recycled internally). Total waste increased by nearly 13.8% compared with 2010, attributable mainly to the inclusion of new sites (12 additional sites compared with 2010) and to increased output across multiple sites. Across the Group, the number of hours worked increased by 15.9%year-on-year. In terms of hours worked, therefore, the amount of waste generated on these sites fell by 1.8% to 1.50kg per hour worked (compared with 1.53kg per hour worked in 2010). In 2011, non-hazardous waste accounted for 55% of waste products, scrap metal recycled externally 37%, and hazardous waste just 8%. The quantity of hazardous waste decreased slightly between 2010 and 2011 to 17,044metric tons. Lastly, it should be noted that 14,258metric tons of byproducts (mainly ground scrap plastic) were directly reused as raw materials internally in 2011.
Other environmental indicators

ENVIRONMENTAL PENALTIES AND DISPUTES
In 2011, 20 sites received a total of 24 notices of noncompliance, half of which related to environmental issues and half to questions of health, safety and working conditions. Environment-related notices issued by the relevant authorities mainly concerned a lack of surveillance of certain discharges or breaches of thresholds, problems in the management of waste disposal or discomfort resulting from solvent odor emissions. In the field of health and safety, for instance, notices bore on the compliance of some equipment (smoke control systems, electrical systems, equipment used in areas with explosive atmospheres) or absence of specific clearances. The handful of sites concerned were required to pay a total of 16,015. Seven disputes remain unresolved worldwide, at this time, on environmental issues and six on issues relating to health, safety and working conditions.
BREAKDOWN OF WASTE BY CATEGORY IN 2011 (ANDINTONNES)
69,546
75,194
91,892
110,966
17,132 2010
17,044 2011
Metallic waste recycled externally Non-hazardous classied waste Hazardous classied waste
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8
CONTENTS
8.1.
BOARD OF DIRECTORS
8.1.1. Members, conditions forthepreparation and organization ofthework oftheBoard of Directors Members of Faurecias Board ofDirectors
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8.4.3. 8.4.4. 8.4.5.
Internal control procedures: participants andorganization Risk analysis and risk management procedures Description of internal control procedures Internal control procedures relating to quality risk management Internal control procedures for the preparation and processing of accounting and nancial information Key trends
96 98 98 99
8.1.2.
78 8.4.6.
8.2.
THE EXECUTIVE COMMITTEE

8.2.1. 8.2.2. 8.2.3. Executive Committee members Mission and structure Compensation of the Executive Committee
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93 93 94 8.4.8. 8.4.7.
100 102
8.3. 8.4.
SENIOR MANAGEMENT INTERNAL CONTROL

8.4.1. 8.4.2. Reference framework used by Faurecia
95 96
96
8.5.
STATUTORY AUDITORS REPORT preparedinaccordance with ArticleL.225-235 oftheFrench Commercial Code
103
Internal control: denition andobjectives 96
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Board of Directors
Sections8.1.1, 8.1.2.2.1 and 8.4 of this chapter of this Registration Document constitute the Chairmans report to the Shareholders Meeting pursuant to ArticleL.225-37 of the French Commercial Code. The aim of this report, prepared by the Chairman of the Board of Directors, is to provide an account of the Boards composition, the conditions governing the preparation and organization of its work during 2011, and the internal control and risk management procedures introduced by Faurecia. The report also indicates any potential limitations applied by the Board of Directors to the powers exercised by the Chairman& Chief Executive Officer and refers to the principles and rules defined by the Board in order to determine the remuneration and benefits of the corporate officers, the rules governing the participation of shareholders in the Shareholders Meetings as well as factors that may be relevant in the event of a tender offer.
It was prepared in accordance with the Act of July3, 2008 which amended various provisions of French corporate law to align them with European Community law andthe AFEP-MEDEF Corporate Governance Code applicable to listed companies which the Board of Directors has adopted as its reference framework for defining and implementing the Groups corporate governance rules and which can be viewed on the MEDEFs website (http://www.medef.fr). Finally, this report was approved by the Board of Directors at its April17, 2012 Meeting, was sent to the AMF at the same time as this Registration Document and can be viewed on Faurecias website: www.faurecia.fr.
8.1. Board of Directors

8.1.1. MEMBERS, CONDITIONS FORTHEPREPARATION AND ORGANIZATION OFTHEWORK OFTHEBOARD OF DIRECTORS
8.1.1.1. Members of the Board ofDirectors
According to the applicable legal and regulatory requirements and the Companys bylaws, the Board of Directors comprises at least three and no more than fifteen members. Following the approval of the first resolution presented to the General Meeting of Shareholders of May26, 2011, Article11 of the Companys bylaws was modified. The directors term of office has been reduced from sixyears to fiveyears. At the same meeting, Ms.Linda Hasenfratz Newton was appointed a director of Faurecia.
Since the changes brought about at this Meeting and at the date this Registration Document was drawn up, Faurecias Board of Directors has 12members: Yann DELABRIRE Eric BOURDAIS DE CHARBONNIERE Jean-Pierre CLAMADIEU Lee GARDNER Jean-Claude HANUS Hans-Georg HRTER Linda HASENFRATZ Ross McINNES Robert PEUGEOT Thierry PEUGEOT FrdricSAINT-GEOURS Philippe VARIN Director, Chairman& Chief Executive Officer Director Director Director Director Director Director Director Director Director Director Director
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Six of these members are considered to be independent within the meaning of the Corporate Governance Code. They are Mr.Eric Bourdais de Charbonnire, Mr.Jean-Pierre Clamadieu, Mr.Lee Gardner, Mr.Hans-Georg Hrter, Ms.Linda Hasenfratz, Mr.Ross McInnes. Five directors hold or have held executive management or supervisory positions within the PSA Peugeot Citron group, the parent company of which, PeugeotSA, is a Faurecia majority shareholder with 57.43% of the Companys capital. They are Messrs.Jean-Claude Hanus, RobertPeugeot, ThierryPeugeot, Frdric Saint-Geours and PhilippeVarin. Lastly, Mr.Yann Delabrire has been Faurecias Chairman and Chief Executive Officer since February16, 2007. The members of the Board of Directors bring together a range of premier quality managerial, industrial and financial skills. Faurecias directors enhance the work and discussions of the Board and its committees thanks to their broad range of experience gained in the automotive industry and in business sectors that differ from Faurecias. They also contribute their international experience. Finally, they act in the best interests of all shareholders and are fully involved in defining Faurecias corporate strategy so that they can actively contribute to and support the decisions of the Board. Apart from the Chairman and Chief Executive Officer, no member of the Board of Directors holds an executive management or salaried position within a Group company. In accordance with the applicable legal and regulatory requirements and the Companys bylaws, the term of office of directors is currently fiveyears. This term of office, which is longer than recommended by the Corporate Governance Code, allows, in the opinion of the Board of Directors, the recommendations set out in the AFEP-MEDEF Code to be taken into consideration, providing shareholders the opportunity to give their opinion regularly enough on the nomination of directors, the continual requirements and long-term implication needed in the automotive industry. Indeed, it more closely reflects the average production and marketing cycles for automakers vehicle ranges. Further information on each director and details of directorships and other positions held by them are provided in section8.1.2 of this Registration Document.
The internal rules of the Board of Directors which may be consulted by shareholders at the Companys headquarters or on Faurecias corporate website (www.faurecia.com) govern the role of the Board and of its committees. They also organize its work. The internal rules thus describe the Boards modus operandi and its role in the management of the Company and the Group as carried out in accordance with the law and the Companys bylaws. They specify the rights and responsibilities of Board members, particularly regarding the prevention of conflicts of interest, the holding of multiple directorships and the need for strict confidentiality as well as diligence in taking part in the Boards work. In addition they set out rules governing transactions involving Faurecias shares, as recommended by the Autorit des marchs financiers. In order for it to be able to properly exercise its functions the Board of Directors has included the following requirements in its internal rules: (i) the Chairman, assisted by the Board Secretary, shall be responsible for sending any useful information to the other Board members; (ii) where items on the agenda at a Board or Committee meeting require specific analysis or review, information and/or documentation on the issues concerned shall be provided on a timely basis prior to the Meeting; (iii) the Board shall be regularly informed of any significant events affecting the Companys affairs; (iv) the Board is authorized to make use of video- or teleconference facilities on an exceptional basis, provided that at least four directors including the Chairman attend the Meeting in person at the venue specified in the notice of meeting in order to facilitate attendance at meetings as well as the decision-making process. The Board of Directors decides which type of management structure the Company applies. The Companys management may be placed under the responsibility of either the Chairman of the Board of Directors or another person appointed by the Board who holds the title of Chief Executive Officer. Since the Board meeting of September8, 2006, the positions of Chairman and Chief Executive Officer have been combined. The Board of Directors confirmed this management structure at its meeting of February16, 2007.
8.1.1.2. Responsibilities of the Board of Directors

The Board of Directors is responsible for determining the overall business, financial and economic strategies of the Company and the Faurecia Group. It oversees their implementation. With the exception of the powers expressly assigned to Shareholder Meetings and within the scope of the corporate purpose, the Board, at the Chairmans initiative, shall take up any matter concerning the proper operation of the Company and shall, through its deliberations, guide the matters concerning it. This includes in particular, all strategic issues concerning the Company and the Group.
8.1.1.3. Organization and report onthe Board work in 2011

The Board of Directors is convened by its Chairman, who sets the agenda for each meeting. To prepare as best as possible the decisions falling under its responsibilities, Faurecias Board of Directors has set up three committees: c the Audit Committee; c the Strategy Committee; c the Nomination and Remuneration Committee.
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1.
THE BOARDS WORK IN 2011
The Board of Directors met five times in 2011. The rate of attendance was 96.60%. At each of its meetings, the Board was informed of the Groups operating results and sales and earnings outlook. The budgets for 2011 (as revised at the end of the first-half) and 2012 were presented at the Board meeting of July25, 2011 and December21, 2011 respectively. The Board examined and approved the 2010 parent company and consolidated financial statements, at its meeting of February7, 2011; and the 2011 consolidated interim financial statements, at its July25, 2011 meeting. The Board meeting of July25, 2011 examined the Groups 2011-2015 medium-term Business Plan. The renegotiation of the Groups financing was examined and approved by the Board at its February7,2011 and July25,2011 meetings. The strategy of the Groups four businesses was debated during the October 13, 2011 and December 21, 2011 meetings in particular. At its meeting on April14, 2011, the Board of Directors decided to submit a resolution to the Shareholders Meeting to shorten directors terms of office, approved the Registration Document and convened an Ordinary and Extraordinary General Shareholders Meeting. During this Meeting, the Board also ensured that its internal rules were in line with the November3, 2010 AMF recommendation. At its meeting in July25, 2011, the Board of Directors decided on a third share grant plan (plan no.3) and authorized the launch of an ADR program.
More specifically, its role is to conduct an in-depth review of the interim and annual financial statements, the Groups most significant financial transactions and its reporting schedules. It also monitors off-balance sheet commitments and factors that enable the Groups risks to be assessed. In particular, the Committee is responsible for preparing the Board meetings held to review the interim and annual financial statements and for informing the Board on these subjects. To that end, it reviews the financial statements before they are submitted to the Board and issues an opinion on: c the application and relevance of the accounting policies and methods used, and also reviews material risks; c the appointment, fees and audit program of the Statutory Auditors and issues relating to their independence. As part of its review of the Companys parent company and consolidated financial statements, the Committee ensures that Senior Management and the Statutory Auditors formally approve accounting policies that have a significant impact on the presentation of the financial statements and that these accounting policies are presented to the Board of Directors. It also ensures that Senior Management explains and substantiates to the Board the main accounting options that are selected and that the Statutory Auditors review these options. Finally, the Committee ensures that the Statutory Auditors have access to all the information they require for performing their duties and are given the means to relay any significant observations. As part of its internal control remit, the Audit Committee also monitors the effectiveness of internal control and risk management systems. The Committee is given a presentation by the Head of Internal Audit once ayear on this issue. The Committee also ensures the independence of the Statutory Auditors.
2.
THE AUDIT COMMITTEE
Members
The Audit Committee is governed by its internal rules which provide that committee members are all directors and that these may not use proxies. The term of office of committee members is the same as that of their directorships. All committee members must be members of the Companys Board of Directors, excluding those in executive management positions. Committee members must show evidence of specific skills in the area of finance or accounting and the majority of them must be independent as defined in the Corporate Governance Code. The Audit Committee currently has three members: Messrs. Eric Bourdais de Charbonnire, Ross McInnes and Frderic SaintGeours. It is chaired by Mr.Ross McInnes. The Committee includes two independent directors, one of whom is its Chairman. The number of independent directors is therefore two-thirds of the Committee members, as recommended in the Corporate Governance Code. All of its members have proven financial or accounting experience and expertise.
Organization and activity report

The Audit Committee meets at least twice ayear, prior to the closing of the annual and interim financial statements. In 2011, it met four times with an attendance rate of 91.60%. The main aims of the Audit Committee meeting held on February7, 2011 were to prepare and examine the 2010 parent company and consolidated financial statements, and review the Groups cash position, the bank covenants included in the Groups main bank credit facilities and the Groups financing plan. The April7, 2011 Committee meeting was dedicated to the implementation and organization structure of the shared accounting services, developments in the roll out of the Groups ERP system, financial control and verification of programs, a presentation of the work carried out by the Internal Audit department and risk management. In its July20, 2011 meeting, the Committee examined the interim financial statements and the Groups bank covenants. Lastly, the December 16, 2011 Audit Committee meeting focused on the accounting options used for the 2011 financial statements, a presentation given by the Statutory Auditors on their work carried out during theyear and risk management. Information regarding the Groups financing was relayed.
Responsibilities
The general remit of the Audit Committee is to assist the Board of Directors in monitoring the preparation and verification of accounting and financial information.
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At each of its meetings the Committee members reviewed the Groups cash position, financing and liquidity. During its various meetings, the Audit Committee was also given presentations by the Groups Chief Financial Officer, the Head of the Internal Audit department and the Head of the Accounting and Tax department. The Statutory Auditors gave their observations during each meeting. The Chairman of the Committee submitted reports on the Committees work to the Board of Directors on February7, April14, July25 and December21, 2011.

The Committee meets at least twice ayear. In 2011, it met four times with an attendance rate of 100%. During its four meetings, the Strategy Committee focused on strategic development opportunities for Faurecia. It examined certain consolidation and acquisition opportunities that had been presented by Senior Management as well as the technological development strategies of each of Faurecias businesses, in particular in Vehicle Interiors. The Committee also examined the Companys medium- and long-term financial balance and, in this context, the Groups financing strategy.
3.
THE STRATEGY COMMITTEE
The Strategy Committee was set up by the Board of Directors on October15, 2009.
4.
THE APPOINTMENTS AND COMPENSATION COMMITTEE
Members
Strategy Committee members are all directors. The term of office of committee members is the same as that of their directorships. The internal rules of the Strategy Committee stipulate a minimum of three members. The Chairman of the Board of Directors is automatically a member of the Strategy Committee as is the Chief Executive Officer, provided he is a director. The Board of Directors appoints a Committee Chairman from among its members for a term identical to that of his directorship. The internal rules of the Strategy Committee stipulate that at least one Committee member must be independent as defined in the Corporate Governance Code. The Strategy Committee is currently composed of four members: Messrs. Yann Delabrire, Lee Gardner, Hans-Georg Hrter and Philippe Varin. It is chaired by Mr.Philippe Varin. The Strategy Committee therefore includes two independent directors. Beyond the provisions of the internal rules, the number of independent directors is therefore in line with the threshold recommended in the Corporate Governance Code.
Members
The members of the Appointments and Compensation Committee are all members of the Board of Directors. They are appointed in a personal capacity and may not use proxies. The term of office of committee members is the same as that of their directorships. The composition of the Committee may be changed at any time as decided by the Board. The Appointments and Compensation Committee is composed of three members: Mr.Jean-Pierre Clamadieu (its Chairman), Mr.Jean Claude Hanus and Ms.Linda Hasenfratz. The Committee includes two independent directors, one of whom is its Chairman. In line with the Corporate Governance Code, no corporate officers are members of the Committee and the majority of its directors are independent.
Responsibilities
The role of the Appointments and Compensation Committee is to prepare matters for the Boards discussion, notably regarding (i) the selection and appointment of new directors, (ii) corporate officers compensation, (iii) setting the terms and performance conditions applicable to stock option and share grant plans for corporate officers, and (iv) the periodic review of directors compensation. The Committee coordinates and monitors the assessment duties of the Board of Directors. It takes part in the major decisions regarding the composition and reappointment of the Group Executive Committee and determines its compensation.
Responsibilities
As part of its general remit to analyze the Groups overall strategic vision, the Strategy Committee prepares the matters to be discussed by the Board of Directors. To this end, it issues proposals, opinions and recommendations on: c the Groups strategic and medium-term plans; c plans to acquire new businesses, including acquisitions of both assets and companies; c plans to dispose of assets, companies or equity interests belonging to the Group; c plans to set up joint ventures with partners. To fulfill its remit, the Strategy Committee may call on external auditors or any other experts internal or external to the Group and on the Chairman of Faurecias Audit Committee to report on any issue relating to investments, risks and the impact on the Groups financing in relation to projects submitted to it.

The Appointments and Compensation Committee meets at least twice ayear. In 2011, it met four times with an attendance rate of 91.60%. At its meeting on January31, 2011 the Committee examined the compensation payable to the Chairman and Chief Executive Officer, together with the factors taken into account to determine the variable portion of his compensation; assessed the membership structure and the operating procedures of the Board; andreviewed whether to modify the duration of directors terms of office.
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The Meeting held on April8, 2011 discussed the duration of directors terms of office, the conditions for a share grant plan aimed at inciting executives and key managers interest in the Groups medium-term performance, and reviewed the compensation of the Groups Executive Committee. The Committee, during its July18, 2011 meeting, took note of the Executive Committee replacement plan, it also decided to propose that the Board implement a third share grant plan (plan no.3). Finally, at its November21, 2011 meeting, the Appointments and Compensation Committee came to a decision regarding the reappointment of members of the Board of Directors whose terms of office are due to expire and the suggestions to be presented to the Board of Directors. It launched preliminary studies of changes to the long-term incentive plan for the Groups management and examined the issue of the assessment of the work of the Board of Directors as recommended by the Corporate Governance Code.
A new assessment will be carried out by an external consultant at the end of 2012.
8.1.1.5. Principles of compensation of corporate officers

The determination of compensation (fixed and variable parts), compensation criteria, and benefits in kind granted to corporate officers, as well as a comparison of compensation awarded in pastyears, are detailed in Chapter 8.1.2 of this Registration Document.
8.1.1.6. Factors liable to impact a public tender offer

Information required under ArticleL.225-100-3 is set out in sections 8.1.1.3, 8.1.2.1 to 8.1.2.2,8.4, 10.3.2, 10.4.2 and 10.4.2.2 of this Registration Document.
8.1.1.4. Board of Directors assessment

The Board of Directors carried out an assessment of its work in line with the Corporate Governance Code. An audit carried out during 2010, with the assistance of an external consultant, allowed the Appointments and Compensation Committee to draw up in January2011 six areas for improvement aimed at making the work of the Board of Directors even more efficient. The Appointments and Compensation Committee was satisfied that the recommendations made following this audit have been carried out.
8.1.1.7. Shareholder participation in Shareholder Meetings

The particular rules governing the participation of shareholders in the General Meetings are described in Articles17 and 18 of the Companys bylaws, which may be consulted on our website (www.faurecia.fr), and in section10.4.2.1 of this Registration Document.
8.1.2. MEMBERS OF FAURECIAS BOARD OFDIRECTORS

8.1.2.1. Information on Board members
The Company has no employee-elected or non-voting directors. Pursuant to the bylaws, each Board member must hold at least 20 Faurecia shares throughout his or her term of office. Apart from the Chairman and Chief Executive Officer, no member of the Board of Directors holds a senior management or other salaried position within Faurecia or a company that is directly or indirectly controlled by Faurecia. The only directors with a family connection were Messrs.Thierry Peugeot and Robert Peugeot. There are no other family ties between Faurecias other corporate officers. No director has been convicted of any fraudulent offense, none has managed a company that has filed for bankruptcy or gone into receivership or liquidation in the past fiveyears, and none has received a definitive official public incrimination and/or sanction by statutory or regulatory authorities. None of them has been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer, or from acting in the management or conduct of the affairs of an issuer in the past fiveyears.
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CIVIL STATUS AND TERM OF OFFICE

Directors
Yann DELABRIRE Mr. Yann Delabrire has been Chairman and Chief Executive Officer of Faurecia sinceFebruary16,2007. His term of office will expire at the Annual Shareholders Meeting to be held in 2012 to approve the financial statements for theyear ended December31, 2011. Aged 61, Mr.Yann Delabrire has been a director of Faurecia since November18,1996. He has occupied various positions within the Finance departments of several major manufacturing groups. He joined the PSA Peugeot Citron group in 1990, serving as Chief Financial Officer and member of the Executive Committee from 1998 to 2007. As of December31, 2011, Mr.Yann Delabrire held 6,294Faurecia shares. Business address: FAURECIA 2, rue Hennape 92735 Nanterre cedex
Directorships/Positions
Within the Company Chairman and Chief Executive Officer of Faurecia Outside the Company As of December31, 2011, Mr.Yann Delabrire also held the following directorship: c Director of Capgemini Over the last veyears, Mr.Yann Delabrire has also held the following directorships and positions, which he no longer holds: c Chief Financial Officer of PeugeotSA c Chairman and Chief Executive Officer of Banque PSA Finance c Chairman and Chief Executive Officer of Compagnie Gnrale de Crdit auxParticuliers Credipar c Director of Peugeot Citron AutomobilesSA c Director of Automobiles Citron c Director of Gefco c Chairman of Pergolese Investissements c Chief Executive Officer of Grande Arme Participations c Chairman of the Supervisory Board of SIT c Permanent representative of PeugeotSA on the Board of Directors ofAutomobiles Peugeot c Manager of PSA Services SrL (Italy) c Chairman of the Board of Directors of Peugeot Citron ArgentinaSA (Argentina) c Chairman of the Supervisory Board of Peugeot Finance International (Netherlands) c Vice-Chairman and director of PSA InternationalSA (Switzerland) Within the Company
c Director of Faurecia
ric BOURDAIS DE CHARBONNIRE Mr. ric Bourdais de Charbonnire has been adirector of Faurecia since February8, 2010. His term of office will expire at the Annual Shareholders Meeting to be held in 2015 to approve the financial statements for theyear ended December31, 2014. Aged 72, Mr.ric Bourdais de Charbonnire joined JP Morgan in 1965, and went on to hold various positions within it. From 1987 to1990 he was the Executive Vice-President, Head of Europe. In 1990, he joined Michelin asChief Financial Officer, and subsequently became a member of the Group Executive Council. Hehasbeen Chairman of the Supervisory Boardsince September2000. Mr. ric Bourdais de Charbonnire held 100Faurecia shares as of December31, 2011. Business address: MICHELIN 46, avenue de Breteuil 75324 Paris cedex 07
Outside the Company As of December31, 2011, Mr.ric Bourdais de Charbonnire also held thefollowing directorships and positions: c Chairman of the Supervisory Board of Michelin c Member of the Supervisory Board of ODDO Over the last veyears, Mr.ric Bourdais de Charbonnire has also held thefollowing positions, which he no longer holds: c Member of the Supervisory Board of ING group c Member of the Board of Directors of ThomsonSA
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Directors
Jean-Pierre CLAMADIEU Mr.Jean-Pierre Clamadieu has been a director of Faurecia since May29, 2007. Aged 53, Mr. Jean-Pierre Clamadieu was in charge of various divisions of Rhodia, also serving as its Chief Executive Officer from October2003 to March2008, and then as its Chairman and CEO until October2011. He has been the Deputy Chief Executive Officer of Solvay since September8, 2011. His term of office will expire at the Annual Shareholders Meeting to be held in 2012 to approve the financial statements for theyear ended December31, 2011. As of December 31, 2011, Mr. Jean-Pierre Clamadieu held 364Faurecia shares. Business address: SolvaySA Rue de Ransbeek 310 B-1120 Brussels Lee GARDNER Mr.Lee Gardner has been a director of Faurecia since February8,2010. His term of office will expire at the Annual Shareholders Meeting to be held in 2015 to approve the financial statements for theyear ending December31, 2014. Aged 65, Mr. Lee Gardner joined One Equity Partners in 2001. In 2008, he became Chairman and CEO of Emcon Technologies, a member of the OEP group, a position he relinquished following the sale of Emcon Technologies to Faurecia. He is currently a director of Precision Gear Holdings. He has also kept his position as Partner and Managing Director of One Equity Partners. As of December31, 2011, Mr.Lee Gardner held 27,310Faurecia shares. Business address: One Equity Partners Suite 170 100 Bloomeld Hills Parkway Bloomeld Hills Michigan 48304 USA
Within the Company
Outside the Company As of December31, 2011, Mr.Jean-Pierre Clamadieu also held the following directorships and positions: c Deputy Chief Executive Officer of Solvay c Chairman of the Board of Directors of Rhodia c Director of the SNCF c Member of the Supervisory Board of Solvay GmbH (Germany) c Director of Solvay Finance (Luxembourg)SA c Director of Solvay IbericaSL(Spain) c Director of Solvay America,Inc. (United States) Over the last veyears, Mr.Jean-Pierre Clamadieu has also held the following directorships and positions, which he no longer holds: c Chief Executive Officer of Rhodia until March2008 c Chairman and CEO of Rhodia until October27, 2011
Within the Company

Outside the Company As of December31, 2011, Mr.Lee Gardner also held the following directorship: c Director of Precision Gear Holdings Over the last veyears, Mr.Lee Gardner has also held the following directorships and positions, which he no longer holds: c Director and Chairman of Emcon Technologies c Director of OEP Precision Holdings LLC c Director of PolaroidInc. c Director of MauserWerke GmbH c Director and Chairman of Progress Rail
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Directors
Jean-Claude HANUS Mr. Jean-Claude Hanus has been a director ofFaurecia since February21, 2000. His term of office will expire at the Annual Shareholders Meeting to be held in 2016 to approve the financial statements for theyear ending December31, 2015. Aged 65, Mr.Jean-Claude Hanus has spent his entire career with the PSA Peugeot Citron group, where he was director of Legal Affairs, Institutional Relations and Internal Audit, and then Company Secretary until September 1, 2011, when he retired. As of December31, 2011, Mr.Jean-Claude Hanus held 100Faurecia shares. Business address: Ple Moveo Technopole du Madrillet 50, rue Ettore Bugatti 76800 Saint-tienne-du-Rouvray
Within the Company
Outside the Company As of December31, 2011, Mr.Jean-Claude Hanus also held the following position: c Chairman of Ple Moveo since June7, 2011. Over the last veyears, Mr.Jean-Claude Hanus has also held the following directorships and positions, which he no longer holds: c Company Secretary and director of Legal Affairs, Institutional Relations and Internal Audit at PeugeotSA c Director of Association Auxiliaire de lAutomobile c Director of Automobiles Peugeot c Director of Compagnie Gnrale de Crdit aux Particuliers Credipar c Permanent representative of PeugeotSA on the Board of Directors of Banque PSA Finance c Permanent representative of PeugeotSA on the Board of Directors of GefcoSA c Chairman of DJ6 c Chairman of Grande Arme Participations c Director of Peugeot Citron Automobiles EspaaSA c Director of PCMA Holding BV c Permanent representative of PeugeotSA on the Board of Directors ofAutomobiles Citron c Director of Comit des Constructeurs Franais Automobiles
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Directors
Hans-Georg HRTER Mr. Hans-Georg Hrter has been a director of faurecia since May26, 2010. His term of office will expire at the Annual Shareholders Meeting to be held in 2015 to approve the financial statements for theyear ending December31, 2014. Aged 66, Hans-Georg Hrter spent his entire career with the ZF group, which he joined in 1973. He was appointed Chairman of the Managing Board of ZFFriedrichshafen AG in January2007. As of December31, 2011, Mr.Hans-Georg Hrter held 720 Faurecia shares. Business address: ZF Friedrichshafen AG 88038Friedrichshafen Germany
Within the Company
Outside the Company As of December31, 2011, Mr.Hans-Georg Hrter also held the following directorships and positions: c Chief Executive Officer of ZF Friedrichshafen AG c Member of the Supervisory Board of ZF Lenksysteme GmbH SchwbischGmnd c Member of the Supervisory Board of Flughafen Friedrichshafen GmbH c Member of the Supervisory Board of Klingelnberg AG c Member of the Advisory Committee of Landesbank BadenWrttemberg c Member of the Advisory Committee of Zeppelin Luftschifftechnik c Member of the Advisory Committee of Allianz Global Corporate& Specialty AG c Member of the Advisory Committee of VDA Herstellergruppe III, TeileundZubehr c Member of VDA Rohstoffausschuss c Member of the Supervisory Board of LVI, Landesverband der BadenWrttembergischen Industrie e.V. c Member of the Stiftungsrat of Zeppelin University Friedrichshafen c Member of Stifterverband Deutsche Wissenschaft e.V. c Member of Stiftung Deutsche Sporthilfe c Member of Max-Planck-Gesellschaft c Member of Institut Deutsche Wissenschaft c Member of the Advisory Committee of Unterfrnkische berlandzentrale eG Over the last veyears, Mr.Hans-Georg Hrter has also held the following directorships and positions, which he no longer holds: c Member of the Supervisory Board of ZF Getriebe GmbH, Saarbrcken c Member of the Supervisory Board of ZF Lemfrder GmbH, Lemfrde c Member of the Supervisory Board of ZF Passau GmbH, Passau c Member of the Supervisory Board of ZF Sachs AG, Schweinfurt c Member of the Supervisory Board of Automobilindustrie (VDA)
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Directors
Linda HASENFRATZ Ms. Linda Hasenfratz has been a director ofFaurecia since May26, 2011. Her term of office will expire at the Annual Shareholders Meeting to be held in 2016 to approve the financial statements for theyear ending December31, 2015. Aged 45, Ms.Linda Hasenfratz has been Chief Executive Officer of Linamar Corporation since August2002. She was also its President from April1999 to August2004, and its Chief Operating Officer from September1997 to September1999. She has been a director since 1998. As of December31, 2011, Ms.Linda Hasenfratz held 100 Faurecia shares. Business address: Linamar Corporation 287 Speedvale Ave., W., Guelph, Ontario, Canada, N1H 1C5
Within the Company
Outside the Company As of December31, 2011, Ms.Hasenfratz also held the following directorships and positions: c Chief Executive Officer of Linamar Corporation since 2002 c Director of Linamar Corporation since 1998 c Vice-President of the Board of Governors, Royal Ontario Museum since 2002 c Director of Canadian Imperial Bank of Commerce (CIBC) since June2004 c Director of Original Equipment Manufacturers Association since November2005 c Director of the Canadian Council of Chief Executives since October2010 c Member of the Catalyst Canadian Board of Advisors since 2003 Over the last veyears, Ms.Hasenfratz has not held any directorships and positions that she no longer holds. Within the Company
FrdricSAINT-GEOURS Mr.Frdric Saint-Geours has been a director ofFaurecia since July20, 2009. His term of office will expire at the Annual Shareholders Meeting to be held in 2012 to approve the financial statements for theyear ended December31, 2011. Aged 61, Frdric Saint-Geours is a graduate of the Institut dtudes Politiques in Paris, holds a degree in Economics and is a graduate of the cole Nationale dAdministration. He joined the PSA Peugeot Citron group in 1986, holding various positions including Chief Financial Officer and Head of the Peugeot brand. He was appointed Member of the Managing Board and Chief Financial and Strategic Development Officer in June2009, and Head of Brands in January2012. As of December31, 2011, Mr.Frdric SaintGeours held 100Faurecia shares. Business address: PSA Peugeot Citron 75 avenue de la Grande-Arme 75116 Paris
Outside the Company As of December31, 2011, Frdric Saint-Geours also held the following directorships and positions: c Member of the Managing Board of PeugeotSA c Executive Vice-President, Finance and Strategic Development, then Head of PSA Peugeot Citron group Brands as of January2012 c Chairman and Chief Executive Officer of Banque PSA Finance c Chairman of the Supervisory Board of Peugeot Finance International NV c Vice-Chairman of Dongfeng Peugeot Citren Automobiles CompanyLtd c Vice-Chairman and Chief Executive Officer of PSA InternationalSA c Director of Changan PSA Automobiles Co.Ltd c Director of Gefco c Director of Automobiles Citron c Director of Peugeot Citron AutomobilesSA c Director of PCMA Holding BV c Permanent representative of PeugeotSA on the Board of Directors of Automobiles Peugeot c Director of Casino Guichard-Perrachon Over the last veyears, Frdric Saint-Geours has also held the following directorships and positions, which he no longer holds: c Member of the Supervisory Board of Peugeot Deutschland GmbH c Director of Peugeot EspaaSA c Director of Automobiles Peugeot c Chief Executive Officer of Automobiles Peugeot c Permanent representative of Automobiles Peugeot on the Board of Directors of Gefco c Permanent representative of Automobiles Peugeot on the Board of Directors of Banque PSA Finance
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Directors
Ross McINNES Mr.Ross McInnes has been a director ofFaurecia since May29, 2007. His term of office will expire at the Annual Shareholders Meeting to be held in 2012 to approve the financial statements for theyear ended December31, 2011. Aged 58, Mr. Ross McInnes held the position ofChief Financial Officer of Eridania Beghin-Say from 1991 to 2000, and became a director in 1999. He joined Thomson-CSF (Thales) in 2000, as Senior Vice-President and Chief Financial Officer, before joining the PPR group in 2005, as Senior Vice-President Finance and Strategy. From 2007 to 2009 he held the position of ViceChairman of Macquarie Capital Europe. In March 2009 Mr Ross McInnes joined the Safran group as Advisor to the Chairman of the Management Board. In June 2009 he then became Chief Operating Officer responsible for Economic and Financial Affairs. He was a member of the Management Board from July 2009 to April 2011. On April 21, 2011 he was appointed Deputy Managing Director responsible for Economic and Financial Affairs by Safrans Board of Directors. As of December31, 2011, Mr.Ross McInnes held 100 Faurecia shares. Business address: SAFRAN 2, boulevard du Gnral Martial Valin 75015 Paris
Within the Company
Outside the Company As of December31, 2011, Mr.Ross McInnes also held the following directorships and positions: c Deputy Managing Director responsible for Economic and Financial Affairs at Safran c Director of Vallaroche Conseil c Permanent representative of the Board of Directors of tablissements Vallaroche (company represented: Safran) c Director of Messier-Bugatti-Dowty c Permanent representative of the Board of Directors of Soreval (Luxembourg) (company represented: tablissements Vallaroche) c Director of Aircelle c Director of Sagem Dfense Scurit c Director of Morpho c Director of Snecma c Director of Turbomeca c Director of Safran USA,Inc. (United States) c Director of Financire du Planier c Permanent representative of the Board of Directors of Gnrale de SantSA (company represented: Sant Europe Investissements Srl) c Permanent representative of the Board of Directors of SantSA (Luxembourg) (company represented: Sant Europe Investissements Srl) c Director of Limoni SpA (Italy) Over the last veyears, Mr.Ross McInnes has also held the following directorships and positions, which he no longer holds: c Member of the Management Board of Safran c Director of SME c Director of Messier-DowtySA c Permanent representative of the Board of Directors of MessierDowtySA (company represented: Safran) c Chairman of the Management Board of Gnrale de SantSA c Director of SantSA (Luxembourg) c Chairman of Chartreuse& Mont-BlancSAS c Vice-Chairman of Macquarie Capital EuropeLtd (UK) c Director of Macquarie Autoroutes de FranceSAS c Director of EiffarieSAS c Director of Autoroutes Paris-Rhin-Rhne c Director of AREA and AdelacSAS c Director of Chartreuse& Mont-Blanc Global Holdings SCA (Luxembourg), Chartreuse& Mont-Blanc GPSARL (Luxembourg) and Chartreuse& Mont-Blanc Holdings Sarl (Luxembourg) c Director of Bienfaisance Holding c Director of Electro Banque c Member of the Supervisory Board of Gnrale de SantSA c Member of the Supervisory Board of PistoSAS c Permanent representative of the Board of Directors of La Financire de Brienne (company represented: tablissements Vallaroche) c Permanent representative of SantSARL on the Supervisory Board of Gnrale de SantSA c Censor at the Board of Gnrale de SantSA
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Directors
Robert PEUGEOT Mr.Robert Peugeot has been a director ofFaurecia since May29, 2007. His term of office will expire at the Annual Shareholders Meeting to be held in 2012 to approve the financial statements for theyear ended December31, 2011. Aged 61, Mr.Robert Peugeot is Chairman and CEO of FFP. Robert Peugeot studied at the cole Centrale de Paris and INSEAD. He has held various senior positions within the PSA Peugeot Citron group, and was a member of the Group Executive Committee from 1998 to 2007, holding the position of Vice-President, Innovation and Quality. He has been a member of the Supervisory Board of Peugeot SA since February 2007 and has chaired the Strategy Committee since December 2009. He is also a member of the Finance Committee and of the Appointments and Governance Committee. He has been responsible for FFPs development since end 2002. As of December31, 2011, Mr.Robert Peugeot held 100 Faurecia shares. Business address: FFP 75, avenue de la Grande-Arme 75116 Paris
Within the Company
Outside the Company As of December31, 2011, Mr.Robert Peugeot also held the following directorships and positions: c Chairman and Chief Executive Officer of FFP c Member of the Supervisory Board of PeugeotSA c Member of the Supervisory Board of Herms International c Member of the Supervisory Board of IDI Emerging MarketsSA c Permanent representative of FPP on the Supervisory Board ofZodiacAerospace c Director of Sanef c Director of Imerys c Director of Holding Reinier c Director of tablissements Peugeot Frres c Director of Sona c Director of DKSH AG c Permanent representative of FFP, Chairman of Financire GuiraudSAS c Manager of SCI Rodom c Manager of SCI CHP Gestion Over the last veyears, Mr.Robert Peugeot has also held the following directorships and positions, which he no longer holds: c Chairman and Chief Executive Officer of SimanteSL c Director of Fomento de Construcciones y ContratasSA (FCC) c Director of LFPF (La Franaise de Participations Financires) c Director of Aviva Participations c Member of the Supervisory Board of Aviva France c Director of GIE de recherche et dtudes PSA Renault c Director of Immeubles et Participations de lEst c Director of Alpine Holding c Director of WRG GroupLtd c Director of B-1998-SL c Director of FCC ConstructionSA c Member of the Supervisory Board of Citron Deutschland AG c Director of Citron Denmark A/S c Director of Citron UKLtd
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Directors
Thierry PEUGEOT Mr. Thierry Peugeot has been a director ofFaurecia since April17, 2003. His term of office will expire at the Annual Shareholders Meeting to be held in 2016 to approve the financial statements for theyear ending December31, 2015. Aged 54, Mr.Thierry Peugeot has been Chairman of the Supervisory Board of PeugeotSA since the end of 2002. A graduate of ESSEC, Mr.Thierry Peugeot began his career at the Marrel group as Export Manager for the Middle East and Anglophone Africa, before becoming director of Air Marrel America. In 1988, he joined PSA Peugeot Citron group, initially as Area Manager for South-East Asia at Automobiles Peugeot, before becoming CEO of Peugeot do Brasil and CEO ofSLICA (Peugeots main sales subsidiary) in Lyon. In 2000 he was appointed Head of International Key Accounts at Automobiles Citron. He subsequently became director of Services and Parts for Citron and a member of the Groups Management Committee. In December2002, he was appointed Chairman of the Supervisory Board of PeugeotSA. As of December31, 2011, Mr.Thierry Peugeot held 628 Faurecia shares. Business address: PSA Peugeot Citron 75, avenue de la Grande-Arme 75116 Paris Philippe VARIN Mr.Philippe Varin has been a director ofFaurecia since April9, 2009. His term of office will expire at the Annual Shareholders Meeting to be held in 2016 to approve the financial statements for theyear ending December31, 2015. Aged 59, Mr.Philippe Varin is a graduate of cole Polytechnique and cole des Mines de Paris. He held different positions of responsibility within Pechiney group prior to his appointment as director ofthe Rhenalu Division in 1995, and then asdirector of the Aluminum Sector and member of the Executive Board in 1999. He was appointed as Chief Executive of Anglo-Dutch steel group Corus in 2003, a position he held until April2009 when he joined PeugeotSA as Chairman of the Managing Board. As of December31, 2011, Mr.Philippe Varin held 20Faurecia shares. Business address: PSA Peugeot Citron 75, avenue de la Grande-Arme 75116 Paris
Within the Company
Outside the Company As of December31, 2011, Mr.Thierry Peugeot also held the following directorships and positions: c Chairman of the Supervisory Board of PeugeotSA c Chairman of the Compensation Committee of PeugeotSA c Member of the Appointments and Governance Committee of PeugeotSA c Member of the Strategy Committee of PeugeotSA c Vice-Chairman and Chief Operating Officer of tablissements Peugeot Frres c Director of Socit Anonyme de Participations (SAPAR) c Director of Air LiquideSA c Director of Compagnie Industrielle de Delle (CID) c Permanent representative of CID on the Board of Directors of LISI c Member of the Compensation Committee of LISI c Director and member of the Holding Committee of FFP Over the last veyears, Mr.Thierry Peugeot has also held the following directorships, which he no longer holds: c Director of Franaise de Participation Financire c Director of AMC Promotion c Chairman and director of Immeubles et Participation de lEst
Within the Company

Outside the Company As of December31, 2011, Mr.Philippe Varin also held the following directorships and positions: c Chairman of the Management Board of PeugeotSA c Director of Banque PSA Finance c Director of Gefco c Chairman of the Board of Directors of Peugeot Citron AutomobilesSA c Director of PCMA Holding BV c Non-executive director of BG group PLC Over the last veyears, Mr.Philippe Varin has also held the following directorships, which he no longer holds: c Director of Tata Steel EuropeLtd c Director of Tata SteelLtd c Director of Tata Steel UKLtd
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CONFLICTS OF INTEREST
As provided for in the Board of Directors internal rules of procedure, each director must disclose to the Board any conflicts of interest (including any potential conflicts of interest) relating to issues on the agendas of Board meetings, and must refrain from taking part in the vote on the matters in question. No such situations arose in 2011. Aside from regulated agreements, which are the subject of a report to the Shareholders Meeting, no service agreement has been entered into between a member of the Board of Directors and Faurecia or any of its subsidiaries. The Board of Directors strengthened its rules relating to conflicts of interest by adopting a procedure regarding the use of insider information. This procedure provides that no transactions may be carried out involving the Companys shares until the related information has been made public. Directors and certain categories of personnel, who are all included in a regularly updated list, must disclose any trades they carry out in Faurecias shares to the Company which then informs the markets. On April14, 2010, the Board of Directors modified its internal rules of procedure for the purpose of: c setting out situations where directors could encounter conflicts of interest and restating the confidentiality and discretion incumbent on directors with regard to information not in the public domain acquired during the course of their duties; c setting up blackout periods during which directors are prohibited from carrying out transactions involving Faurecia shares, in particular periods during which interim or annual
results or quarterly revenue are reported; directors are accordingly prohibited from trading on Faurecia securities (including derivatives), including through the exercise of stock options, during the following periods: c from the date of the annual December meeting of Faurecias Board of Directors up to and including the third day following the announcement of Faurecias annual results, c within 30calendar days prior to the announcement of interim results, and up to and including the third day following the announcement, this deadline having been extended from 15 to 30days by the Board meeting of April14, 2011, and the internal rules of procedure amended accordingly, c within 15 calendar days prior to the publication of quarterly revenue and up to and including the third day following the announcement, c throughout the period between the dates on which the Company (acting through its management) becomes aware of information that, if it became public, would be liable to have a significant impact on the share price of Faurecia, or the price of related financial instruments, and the date on which this information is made public. In the case of doubt on the nature of the information in its possession, each director may refer to the Group Chief Financial Officer, who has 24 hours to issue an opinion on the prospective transaction in his capacity as ethics officer, c creating a position of compliance officer to facilitate the handling of securities transactions and sensitive information discussed by the Board.
TRANSACTIONS BY DIRECTORS DURING THE PAST FINANCIALYEAR

No. and date of the Decision/ AMF Information
Decision and information No.211D0067 dated January6, 2011
Declarant
Ross McInnes, on behalf of anindividual linked to him
Financial Instrument
Type of transaction
Date of transaction
Date of receipt of Transaction declaration venue
Unit price
Amount of transaction
Shares
Sale
January3, 2011
January4, 2011
Euronext Paris
22.42
22,420
INDEPENDENCE
The independence of the members of the Board of Directors of Faurecia is assessed in accordance with the criteria set by the AFEP-MEDEF Code of Corporate Governance for listed companies. Six of them are considered to be independent within the meaning of the Code. They are Messrs. ric Bourdais de Charbonnire, Jean-Pierre Clamadieu, Hans-Georg Hrter, Ross McInnes and Lee Gardner, and Ms.Linda Hasenfratz. Mr.Lee Gardner, appointed to the Board after the acquisition of the Emcon group, and who holds positions in One EquityPartners (JPMorgan Chase group), a major shareholder of Faurecia until October20, 2010, only became an independent director once the Board had
noted that he no longer had relationships with the Company or a shareholder that were liable to call his independence into question after the disposal by One Equity Partner of its 13% holding in Faurecias capital. Therefore, as recommended by the Corporate Governance Code, over one-third of Faurecias Board of Directors is made up of independent directors.
DIRECTORS COMPENSATION
Directors compensation is paid in the form of attendance fees allocated by the Board of Directors. Total attendance fees were decided by the Ordinary Shareholders Meeting of May27, 2003, and are apportioned among Board members.
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Board of Directors
At its meeting of April14, 2010, the Board decided that as of January1, 2010: c directors would receive a fixed portion of attendance fees amounting to 12,000 in recognition of their directorship position, and a variable portion representing a maximum of 2,000 based on the number of Board meetings attended; c Committee members receive a fixed portion of attendance fees amounting to 7,000 and a variable portion of 1,500 per relevant Committee meeting; c the Chairman and Chief Executive Officer waives all attendance fees for his participation in Board or Committee meetings;
c members of the Board of Directors holding executive management or associate positions in a company that is a shareholder of the Group do not receive any attendance fees in respect of their position on Faurecias Board of Directors. At the Meeting, Mr.Thierry Peugeot indicated that he would waive attendance fees for Faurecia. Directors received gross attendance fees in respect of 2010 and 2011 in the amounts detailed in the table below:
Attendance fees
TABLE NO.3 (NUMBERING IN LINE WITH THE AMF RECOMMENDATION OF DECEMBER22, 2008)
Amount ofattendance fees paid in2011(in )
31,500 35,000 0 24,000 26,500 36,500 0 36,500 33,000 0 0 0 0
Directors
ric BOURDAIS DE CHARBONNIRE Jean-Pierre CLAMADIEU Yann DELABRIRE Frank ESSER* Linda HASENFRATZ** Hans-Georg HRTER Jean-Claude HANUS Lee GARDNER Ross McINNES FrdricSAINT-GEOURS Thierry PEUGEOT Robert PEUGEOT Philippe VARIN
Amount ofattendancefees paid in2010 (in )

33,500 35,500 0 34,000 26,500 0 24,500 35,000 0 0 24,000 0
Of which, thevariableportion paidin2010 (in )

14,500 16,500 0 15,000 7,000 0 5,500 16,000 0 0 12,000 0
Of which, thevariable portion paid in2011 (in )

12,500 16,000 0 5,000 7,500 17,500 0 17,500 14,000 0 0 0 0
TOTAL
* Director until May26, 2011. ** Director since May26, 2011.
212,500
86,500
245,000
90,000
Directors are not entitled to any termination benefits or deferred compensation for the loss of their corporate office. In 2009, the controlling company, PeugeotSA, paid fixed and variable compensation as well as benefits in kind to the following officers who also hold a corporate office within Faurecia. In his capacity as Chairman of the Managing Board of PeugeotSA since June1, 2009, Mr.Philippe Varin received 1,302,700 in respect of 2011. In his capacity as member of the Managing Board of PeugeotSA, Mr. Frdric Saint-Geours received 620,700 in respect of
2011. In his capacity as Chairman of the Supervisory Board of PeugeotSA, Mr.Thierry Peugeot received 515,000 in respect of 2011. In his capacity as member of the Supervisory Board of PeugeotSA, Mr.Robert Peugeot received 90,000 in respect of 2011. Faurecia does not have any information concerning the compensation of its corporate officers who are not also corporate officers of the controlling company. Faurecia specifies that no compensation other than the attendance fees mentioned above was paid to any of its directors by the Company or its subsidiaries during the pastyear.
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Board of Directors
8.1.2.2. Information on corporate officers

Mr.Yann Delabrire has been Faurecias Chairman and Chief Executive Officer since February16, 2007. He is the Companys sole corporate officer.
On the recommendation of the Appointments and Compensation of January19, 2012, the Board, at its meeting of February7, 2012, set Mr.Delabrires variable compensation in respect of 2011 at 393,400. This Board also set Mr.Delabrires fixed compensation for 2012. Lastly, it decided which portion of his variable compensation for thatyear would be based on operating results, cash flow and the implementation of the Groups strategy. Having waived any compensation in his capacity as member of the Board of Directors and member of the Strategy Committee, Mr.Yann Delabrire received no attendance fees for 2011. Mr.Yann Delabrire did not receive or exercise any company stock options in 2011. At its meeting of December17, 2009, the Board reviewed its plan for the allocation of free shares and decided that any shares granted to the Chairman would henceforth be subject to the same performance conditions as share allocations for other members of Faurecias Senior Management. To this end, the Board of Directors decided, on July25, 2011, that share allocation plan no.3 will be subject to performance conditions related to net income before tax and before the recognition of asset disposals and changes in the scope of consolidation in 2013. The Board also decided that the Chairman and Chief Executive Officer should keep 30% of his allocation until the expiry of his term of office, regardless of the number of times it is renewed. If the performance condition set out in plan no.3 is achieved by the end of 2013, Mr.Yann Delabrire will be allocated a maximum of 52,000shares. The benefits in kind granted to Mr.Yann Delabrire correspond to a company car for business use as well as the services of a driver. Mr.Yann Delabrire is a member of the supplementary pension scheme set up for all of Faurecias managerial employees in France, which comprises: c a defined contribution plan relating to salary tranchesA andB with total contributions representing 1% on tranche A and 6% on trancheB of the compensation without the beneficiarys participation; c a defined benefit plan relating to salary trancheC whose contribution rate corresponds to 1% of salary trancheC multiplied by the beneficiarys years of seniority within Faurecia. Further information on the supplementary pension scheme can be found in Note 25-F to the consolidated financial statements. The Chairman and Chief Executive Officer is not entitled to any deferred compensation in the event that he loses his corporate office. The Chairman and Chief Executive Officer does not receive any other form of compensation from Faurecia. The tables below provide an analysis of Mr.Yann Delabrires compensation. Only applicable tables are shown.
RESTRICTIONS PLACED BY THE BOARD ONTHEPOWERS OFTHECHAIRMAN AND CHIEF EXECUTIVE OFFICER
The Board of Directors has entrusted its Chairman with responsibility for the Companys general management. The Boards internal rules, which are available on the Companys website at www.faurecia.fr, specify the terms and conditions of performance of the Boards own responsibilities as well as the duties of the Chairman. The Chairman must obtain approval from the Board before carrying out any acquisition, disposal or joint venture project representing a total asset value of over 100million and/or revenue in excess of 300million. These rules also state that the Board should be consulted on all company and Group strategic decisions at the Chairmans initiative. At its meeting of July25, 2011, the Board of Directors authorized the Chairman and Chief Executive Officer to give endorsements or guarantees subject to an overall ceiling of 50million, with a limit of 10million per transaction. If the Group is required to provide advance payment guarantees or performance bonds for contracts with successive performance commitments, the Chief Executive Officer is authorized to provide guarantees representing a maximum of 5million per transaction, subject to the same overall ceiling. Through its internal rules and within the scope of the applicable laws governing its activities, the Board has the powers to deal with all matters required for the efficient running of the Company.
COMPENSATION OF THE CHAIRMAN ANDCHIEF EXECUTIVE OFFICER

Faurecia complies with the Corporate Governance Code as regards the compensation of corporate officers of companies whose securities are admitted to trading on a regulated market. The fixed compensation for Mr.Yann Delabrire, Chairman and Chief Executive Officer of Faurecia, in respect of 2011 was set at 700,000 by the Board of Directors on February7, 2011, based on a recommendation by the Appointments and Compensation Committee on January30, 2011. At its meeting of February7, 2011, the Board further decided that the variable portion of the Chairman and Chief Executive Officers compensation would, in principle, represent 80% of his fixed compensation, subject to the full achievement of certain targets, and would be capped at 120% of his fixed remuneration if the said targets were exceeded. The objectives set by the Board related to operating results, net cash flow and the implementation of the Groups strategy.
Faurecia
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Board of Directors
Compensation, stock options and performance shares granted to Mr.Yann Delabrire

Year 2010
Compensation due for theyear (see Table no.2) Value of stock options granted during theyear (see Tableno.4) Value of performance shares granted during theyear 1,317,371 782,982
Year 2011
1,100,771.60 1,085,040
TOTAL
2,100,353
2,185,811.60
Breakdown of compensation received by Mr.Yann Delabrire

Year 2010
(gross in )
Year 2011 Amount paid

612,496 339,900** 0 7,371
Amount due
610,000 700,000* 0 7,371
Amount due
700,000 393,400*** 0 7,371.60
Amount paid
700,215.08 700,000**** 0 7,371.60
Fixed compensation Variable compensation Exceptional bonus Attendance fees Benets in kind
TOTAL
1,317,371
959,767
1,100,771.60
1,407,586.68
* Amount due in respect of fiscalyear 2010 and paid in 2011. ** Amount due in respect of fiscalyear 2009 and paid in 2010. *** Amount due in respect of fiscalyear 2011, to be paid in 2012. **** Amount paid in respect of fiscalyear 2010.
Stock options granted to Mr.Yann Delabrire during prioryears by Faurecia and other Group companies
TABLE NO.4 (NUMBERING CONSISTENT WITH THE AMF RECOMMENDATION OF DECEMBER22, 2008)
Value of options based on the method used in the consolidated nancial statements
911,090 603,624
Yann DELABRIRE
Plan number and date

No.17 April16, 2007 No.18 April10, 2008
Type of options (purchase or subscription)

Subscription Subscription
Number of options granted (adjusted)

48,000 60,000
Adjusted exercise price

44.69 28.38
Exercise period
4/16/2011 4/16/2017 4/10/2012 4/10/2016
TOTAL
1,514,714
108,000
As far as the Company is aware, there are no hedges on the Companys stock subscription options.
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Board of Directors
TABLE NO.5: NOT APPLICABLE
Performance shares granted to each senior executive and director

Max. Valuation of number of stock by the shares method used for granted the consolidated during the nancial period* statements
Yann DELABRIRE
Number and date of the plan
Acquisition date
Vesting date
Performance conditions
Plan no.1
Plan no.1 of June23, 2010
37,050
383,468
6/23/2012
Pretax net income ofthe Group as of December31, 2011 before gains on asset disposals and change in the scope 6/23/2014 ofconsolidation Pretax net income ofthe Group as of December31, 2012 before gains on asset disposals and change in the scope 7/21/2015 ofconsolidation Pretax net income ofthe Group as of December31, 2013 before gains on asset disposals and change in the scope 7/25/2016 ofconsolidation
Plan no.2
Plan no.2 of July21, 2010
37,050
399,514
7/21/2013
Plan no.3
Plan no.3 of July25, 2011
52,000
1,085,040
7/25/2014
TOTAL
*
1,868,022
The number of performance shares given in this table is the maximum number and corresponds to 130% of the number of shares used in the valuation.
Faurecia
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Board of Directors
Record of purchase or subscription options granted to Mr.YannDelabrire

Disclosures regarding stock subscription options Plan no.17
Shareholders Mtg of May23, 2005 Board meeting of April16, 2007 48,000 4/16/2011 4/16/2017 44.69 0 0 48,000
Plan no.18
Shareholders Mtg of May29, 2007 Board meeting of April10, 2008 60,000 4/10/2012 4/10/2016 28.38 0 0 60,000
Date of Shareholders/Board meeting authorizing stock option grants Adjusted total number of shares available for subscription Start of exercise period Expiration date Adjusted exercise price Exercise conditions (where the plan includes more than one tranche) Number of shares purchased on exercise of stock options asofDecember31, 2011 Total stock options canceled or forfeited Stock options outstanding atyear-end
No other corporate officer received stock options. Historical data in respect of stock subscription or purchase is provided in Note22 to the consolidated nancial statements.
Compensation or benets due or potentially due because of leaving orchanging office
Yes No
Yann DELABRIRE
Employment Contract
Yes No
Supplementary pension plan

Yes No
Compensation dueunder anon-competition clause

Yes No
Position: Chairman andChiefExecutive Officer Start of term: February16, 2007 End of term: 2012 Annual Meeting
*
X*
Supplementary pension plan applicable to all of Faurecias managerial employees (see section8.1.2.2).
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Faurecia
The Executive Committee
8.2. The Executive Committee

8.2.1. EXECUTIVE COMMITTEE MEMBERS
Faurecias executive management function is performed under the responsibility of the Chairman and Chief Executive Officer by the Group Executive Committee that meets everymonth to review the Groups results and consider general matters concerning the Group. Its members as of December31, 2011 were as follows:
Name
Yann DELABRIRE Jean-Marc HANNEQUIN Frank IMBERT Patrick KOLLER Thierry LEMNE Jacques MAUGE Bruno MONTMERLE Christophe SCHMITT Jean-Pierre SOUNILLAC
Position
Chairman of the Board of Directors and Chief Executive Officer Executive Vice-President, Faurecia Emissions Control Technologies Chief Financial Officer Executive Vice-President, Faurecia Automotive Seating Executive Vice-President, Group Communications Executive Vice-President, Faurecia Automotive Exteriors Executive Vice-President, Group Strategy Executive Vice-President, Faurecia Interior Systems Executive Vice-President, Group Human Resources
8.2.2. MISSION AND STRUCTURE

The Faurecia Group is organized into business groups dedicated to managing and developing Faurecias activities worldwide. They are responsible for the operating results of their individual businesses, as well as investments and the management of operating cash flow. Faurecia comprises four business groups: c the Automotive Seating business (Faurecia Automotive Seating) is responsible for the management and development of the complete seat unit business and all aspects of the design and production of seat such as metal frames, mechanisms, comfort and safety submodules, foams and covers; c the Emission Control Technologies business (Faurecia Emissions Control Technologies) is responsible for the management and development of complete exhaust systems and exhaust components covering both the hot end of the exhaust system such as particulate and exhaust fume treatments, as well as the cold end; c the Interior Systems business (Faurecia Interior Systems) is responsible for the management and development of the main parts making up vehicle interiors such as instrument panels, cockpits, center consoles, door panels, door modules, sound insulation solutions, soft trim and acoustic modules; c the Automotive Exteriors business (Faurecia Automotive Exteriors) is responsible for front-end modules and exterior equipment. The corporate departments include: c the Finance and Human Resources departments, which are responsible for the management of their respective areas of expertise. They are structured around country-based divisions and shared service centers in charge of providing financial and administrative services (cash management, accounting, tax, legal) and human resources management services to the Faurecia Group as a whole; c the Strategy department, which drives the Groups strategy and medium-term planning, and coordinates the business groups innovation and R&D activities, as well as Faurecias expansion in emerging markets; c the Communications department, which conducts the Groups internal and external communications.
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The Executive Committee
8.2.3. COMPENSATION OF THE EXECUTIVE COMMITTEE

The total compensation paid or allocated to members of the Executive Committee for 2011 amounted to 6,510,928.12. The compensation of the Executive Committee includes a variable bonus. Performing on target can result in a bonus worth 50% of the base salary. Should objectives be exceeded, this percentage can rise to 100% of the base salary. 80% of the bonus depends on collective objectives for operating income and cash generation within the scope of responsibility, and 20% on the same objectives measured across the Group. If the employment contract of an Executive Committee member is terminated, he or she may receive contractual severance pay of up to 12months compensation, depending on their position. This amount is not payable in the event of gross or willful misconduct. Details on the number of stock options and shares of restricted stock granted to Executive Committee members are provided in section10.4.2.2 of this Registration Document. The members of the Executive Committee also benefit from a performance share plan instituted by the Board of Directors, which voted two initial rounds of awards at its meetings of June23, 2010 and July21, 2010, and a third round at its meeting of July25, 2011 (see section4.4.5 of this Registration Document).
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Faurecia
Senior Management
8.3. Senior Management

Each of the four core businesses is organized into geographic divisions Europe, divided when appropriate into Northern and Southern Europe, North America, South America, and Asia (China) which manage operations in their region and also coordinate operations with customers headquartered in theirregion. The four businesses also have a central staff that handles the main operating functions (sales and marketing, programs, manufacturing support, purchasing, human relations and finance). These functions are also managed within the geographic divisions by equivalent teams. Additionally, some specialized areas are managed by worldwide product lines within the four businesses, such as seat mechanisms, acoustic treatments and decorative interior trims. Senior Management at Faurecia consists of all the aforementioned management teams along with the Executive Committee and the key headquarters managers of the manufacturing and quality staff, the Human Relations department and the Financial departments. Faurecia Senior Management included 250members as of December31, 2011. This is Faurecias operational management, responsible for the Companys operations, growth and performance. As such, the members of this team are linked with short-term results through a system of variable bonuses based 80% on operating income and cash generation within their direct scope of authority and 20% on the scope immediately above them. The members of this team also benefit from a performance share plan instituted by the Board of Directors, which voted two initial rounds of awards at its meetings of June23, 2010 and July21, 2010, and a third round at its meeting of July25, 2011 (see section4.4.5 of this Registration Document).
Faurecia
95
Internal control
8.4. Internal control

8.4.1. INTERNAL CONTROL: DEFINITION ANDOBJECTIVES
Internal control is a group structure that comprises a set of resources, patterns of conduct, procedures and actions adapted to the individual characteristics of each company and the Group which: c contributes to the control over its activities, to the efficiency of its operations and to the efficient utilization of its resources; and c enables it to take into consideration, in an appropriate manner, all major risks, be they operational, financial or compliance. The underlying aim of internal control is to ensure: c compliance with legislation and regulations; c that the instructions and directional guidelines fixed by Senior Management and/or the Board of Directors are applied; c that the Companys internal processes are functioning correctly, particularly those implicating the security of its assets; c that financial information is reliable. Nevertheless, internal controls cannot give an absolute guarantee that the Companys objectives shall be achieved. Any internal control system has inherent limitations. Theselimitations are due to several factors, notably the uncertainties in the outside world, the exercise of peoples judgment or the cost/benefit relationship of setting up new controls. In its capacity as the Groups parent company, FaureciaSA verifies that internal control procedures have been set up within its subsidiaries. These procedures are adapted to the specific characteristics of the subsidiaries and to relations between the parent company and the companies included in the scope of consolidation.
8.4.2. REFERENCE FRAMEWORK USED BY FAURECIA

The Faurecia Group continues to develop its internal control system by making use of the AMF Reference Framework and its Application Guide, as updated on July22, 2010. This system applies to processes relating to the preparation of accounting and financial information intended for publication and the general organization of the Groups operating divisions. It is also applied to the risk management procedures set up by the Company and its application by operational departments is verified. The Groups internal control system is implemented with regard both to its operations and to its legal structure. It affects all of the Groups fully consolidated subsidiaries. The summarized information provided in this report on Faurecias internal control procedures is focused on the main areas that could have an impact on the financial and accounting information published by the Group.
8.4.3. INTERNAL CONTROL PROCEDURES: PARTICIPANTS ANDORGANIZATION

Internal control processes are implemented by both Senior Management and all of the Groups other employees on a daily basis in line with the Groups procedures. The main participants in the internal control system are as follows: c the Board of Directors, which is responsible for determining Faurecias overall strategic vision and the strategy of its core businesses, and for overseeing their implementation; c the Audit Committee, described earlier in this report, whose responsibilities are set by the Board of Directors and which plays a vital role, particularly in the monitoring of (i) the process by which financial data are developed, (ii) the effectiveness of internal control and risk management systems, and (iii) legal audits of parent company and consolidated financial statements by Statutory Auditors;
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Faurecia
Internal control
c the Group Executive Committee, which orchestrates the Groups strategy, allocates the resources required to implement this strategy, sets the objectives for all Group entities and verifies that these objectives are met; c monthly operations committee meetings are held between Group Senior Management and the executive team of each business in order to review management indicators. This Committee particularly focuses on the various key aspects of development programs relating to quality, financial performance and respecting deadlines; c the Financing and Treasury department, the Financial Control department, the Quality department, the Legal Affairs department and the Country Financial departments, which all play a specific role in the internal control process on account of their cross-functional skills; c the Operational Risk Committee which is charged with both ensuring that the major risks identified by the Group are correctly monitored and that the indicators used to measure these risks are pertinent; c the Internal Audit department which reviews the internal control system and any changes to the related processes; ensures that the Groups procedures comply with the applicable legislation and market recommendations; verifies that the system as a whole is complete, consistent and relevant; ensures that procedures are respected via regular tests and checks. In the event of shortfalls, it ensures that corrective measures are taken and reports on the systems effectiveness. The Internal Audit department reports directly to the Groups Finance department. While centralized at Group headquarters, it has remote offices in the United States, Germany and China. Its work is approved and supervised by the Chairman of the Board and the Audit Committee. The role of the Internal Audit department is to ensure continuous improvement in the effectiveness of all systems of internal financial control, by applying a systematic and methodical approach. It is authorized to take action where required in relation to any Group process throughout the world. It conducts its assignments in a wholly objective manner and systematically supports its findings with precise facts and figures that have been duly verified. All of the Internal Audit departments work is made available to Group Senior Management, to which it reports regularly on the progress of its assignments and the measures taken to reach its objectives. Tracking the recommendations sent by the Internal Audit to the audited sites is accomplished by (i) an analysis by questionnaire three, six and twelvemonths after the final report, (ii) monitoring by the Operations Committee, and (iii) a post-audit on site if that is deemed necessary. It presents its audit plan, as well as the reports it has drawn up including a self-assessment of its performance to the Group Executive Committee twice ayear, and to the Audit Committee once ayear. In 2004, the department drew up an Internal Audit Charter which defines its roles and remit, as well as the purpose and methods of its assignments.
The Operational Risk Committee, set up on November10,2011, and chaired by the Head of the Internal Audit department, convenes the entities subject to major risks within the Group. This Committee is charged with defining, monitoring, quantifying and prioritizing these risks in accordance with Group objectives. Its deliberations include an evaluation of the usefulness over time of the key indicators of each major risk as well as the measures needed to reinforce their control or to manage them. Finally, the Committee assists the Head of the Internal Audit department compile and control information regarding risks for the Audit Committee. The work of the Groups internal departments is rounded out by the actions of external parties, including: c the Statutory Auditors. The latter are not directly involved, through their statutory duty, in the internal control or risk management systems. They are aware of them, make use of the Internal Audit reports to improve their understanding of the Company and give a wholly independent opinion as to their pertinence. They perform an audit of the Group everyyear within the scope of their statutory audit engagement on the Groups consolidated financial statements and other audit engagements regarding the financial statements of Group entities. In accordance with French company law, the financial statements of the Company and the Group are certified by two audit firms which undertake a joint review of the full accounts and the procedures used for preparing them and also examine certain Group internal control processes concerning the preparation of accounting and financial information. Backed by members of their networks in each of the Groups host countries, these two audit firms perform statutory or contractual audit engagements for all of the Groups fully consolidated companies. The Statutory Auditors present their comments on the Chairmans report with respect to those internal control procedures which have to do with preparing and processing financial and accounting data, and certify that other disclosures required by law have been made; c third-party organizations which carry out the following certification processes for the whole Group over a three-year cycle: c environment (ISO14001), c quality (ISO/TS); c engineers from fire and property & casualty insurance companies which conduct a two-yearly audit at each of Faurecias sites with the aim of: c assessing fire risks and any potential impact on production and customers, c assessing whether the prevention and protection measures in place are adequate, c issuing recommendations on reducing risks.
Faurecia
97
Internal control
8.4.4. RISK ANALYSIS AND RISK MANAGEMENT PROCEDURES

The Groups objectives are set by the Board of Directors. Theyrelate not only to financial performance but also to areas in which the Group aims to achieve a particular level of excellence, such as human resources management, quality, innovation, working conditions and environmental performance. The Group also carefully tracks that major identified operating risks are properly managed. These include personal safety, quality, program management, liquidity risk, the availability of key information systems, the reliability of supplies, asset protection (fire risks), reliability of financial information, fraud, and the environment. Operations managers are responsible for identifying and controlling the risks of their entity. The Company has undertaken a risk review and considers that it is not currently exposed to any material risks other than those described in section3.4 of this Registration Document.
8.4.5. DESCRIPTION OF INTERNAL CONTROL PROCEDURES

The Groups internal control system is underpinned by a set of procedures that can be accessed by all employees via the intranet. These procedures form part of the Faurecia Excellence System (FES) which defines the way in which the Groups employees work across the globe and structures the Groups identity. The related FES Core Procedures (FCP) is organized around the following six processes: c leadership, which sets a common framework for all Group entities in relation to issues such as financial control, setting objectives, drawing up strategic plans, quality policies, communication and health and safety; c development, which includes the applicable procedures for defining the Groups product offering, innovation strategy and program control measures; c production, corresponding to the various production process stages within the Groups plants: preparing for the startup of new programs or units; planning and controlling the production process; and managing flows; c customer relations, which details the process for building up customer relations and ensuring customer satisfaction through competitively priced high-quality products and services; c supplier relations, covering processes set up with the Groups suppliers with a view to building a sustainable relationship based on excellence; c employee empowerment, encompassing human resource policies. These procedures are developed by each Group function while respecting a common general framework, and apply to all subsidiaries controlled by the Group. They are regularly updated and enhanced. An annual audit is carried out by the Group at each plant to ensure that the FES is correctly implemented. Each plant is given a rating. Insufficient/Acceptable/Excellent/Benchmark. Where a site is rated Insufficient it is required to prepare a remedial action plan, which is presented directly to Faurecias Chairman, with a view to reaching an Acceptable level within a maximum period of threemonths.
Program control
Program control measures are subject to specific procedures. Each contract signed with a customer represents a program and corresponds to a project which: c responds to a specific request from an automaker (Request for Quotation or RFQ) for the supply of complex automotive equipment; c meets set objectives concerning quality, cost and lead times; c meets the Groups profitability criteria. The life of a program can stretch to tenyears, from the beginning of the development phase (including the order-placing phase and start-up of industrial production) to the end of series life (production). Every program is subject to control procedures and tools throughout its life. The program management system (PMS) lays out a strict succession of steps for the entire duration of a program. Each program involves various milestones from the bid processing stage to the end of product life. As part of this control system, program reviews are carried out once amonth by the business group concerned. Formal reports of these reviews are required and a certain number of documents must be submitted. This process is designed to identify program risks on an ongoing basis, in order to draw up and implement the necessary action plans. Right from its inception i.e.during the filing of the bid each program is subject to a forward-looking financial analysis in the form of a Business Plan (BP). BPs are prepared in accordance
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Internal control
with a standard method developed and monitored by Group management. The BP is regularly updated as assumptions are changed. Therefore, it contains all the information required to assess a program at every stage, from the preparation of the quotation, through contract negotiations, to the developmentphase. To improve program effectiveness, an excellence plan for program management has been put in place. It covers methodology, quality, profitability and the program managers individual development. The aim of this plan is ensure that development procedures are strictly applied and that deadlines are met, right from the business acquisition phase through to series production. As part of the plan the Group monitors progress indicators on amonthly basis. An audit process has been set up to ensure the plan is complied with and to identify and standardize best practices for program teams.
Code of Ethics
The Faurecia Group is deeply committed to respecting the fundamental principles of accountability, integrity and ethical conduct. The Groups Code of Ethics forms an integral part of the FCPs. It defines the general rules on ethical behavior
applicable on a day-to-day basis to all of Faurecias employees in their relations both inside and outside the Group, as well as to the Groups partners. The Code also describes how the Group seeks to implement its core values of respecting customers, shareholders, the people it works with and the environment. In addition to strengthening the measures already in place, the Code introduced a whistle-blowing procedure enabling employees to notify Faurecia, in confidence, of any breaches of the law or Group procedures. A reinforced warning procedure, accessible to all Group employees who are aware of matters that relate to serious risks to the Company in terms of its accounting, financial auditing and anti-corruption measures, has been established. This procedure allows Faurecia to refer to an outside organization which gathers and initially processes the alert procedures. If circumstances warrant, the organization contacts the Faurecia Group through its Chairman and CEO, who can ask the Groups Internal Audit department to carry out the necessary investigation. The Code of Ethics has been widely relayed throughout the Group notably via intranet so that all employees can access it and comply with it at all times and in all circumstances. It is aimed at developing a sense of accountability and involvement among the Groups employees. During Internal Audits, auditors systematically check that everyone at the plant level is familiar with the Code.
8.4.6. INTERNAL CONTROL PROCEDURES RELATING TO QUALITY RISK MANAGEMENT

Quality risks are measured based on precise indicators and are detailed in bothmonthly reports and continuous improvement plans. A specific Group-wide monitoring system has been put in place to trigger warnings if any safety or regulatory requirements are breached and corrective measures are subsequently taken. Each safety warning is systematically followed up by a quality audit in the subsequentmonth. The objective for 2012 is once again to ensure that there are no safety or regulatory warnings that have an impact on customers. The launch of the Breakthrough Quality Plan has enabled the Group to significantly improve its management of quality and program risks. The plan is based on seven straightforward practical rules, including QRQC (Quick Response on Quality Control) an approach designed to correct development and production problems rapidly and which must be carefully and strictly applied by each employee. The risk prevention and protection system is based on: c daily on-site reviews as well as audits conducted by the Quality department. The quality audits are designed to cover all Group sites and programs on a rotating basis. Recommendations from the audits are systematically monitored. Priority action is taken for sites and programs that are deemed to be critical; c a highly practical quality validation review system for critical program phases; c a training plan for all participants involved in the program development phase; c the measurement of programs for the first six months following the start of series production, based on precise criteria and leading to immediate corrective action where required; c a structured process for reporting information up to management as well as a management support system; c quality audits designed to cover all Group sites and programs on a rotating basis.
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Internal control
8.4.7. INTERNAL CONTROL PROCEDURES FOR THE PREPARATION AND PROCESSING OF ACCOUNTING AND FINANCIAL INFORMATION
Principles applied to the preparation of financial statements
The Board of Directors is collectively responsible for publishing reliable financial and accounting information. The Audit Committee is expected to study and prepare certain of the Boards deliberations. It issues proposals, opinions and recommendations within its sphere of competence. TheCommittee has a consultative role only, and acts under the authority of the Board, to whom it reports whenever necessary. It is the Audit Committees assignment to review theyearly and half-yearly parent company financial statements of the Faurecia Group. It may hear from outside auditors, without the Financial department necessarily being present, as well as from the Groups Chief Financial Officer, who may be supported by any employee he or she chooses. Group Senior Management relies on input from the Accounting, Consolidation, Financial Control and Financial Communications departments. The Accounting department preparesmonthly consolidated financial statements and the interim and annual financial information that is issued publicly. It ensures that local financial managers properly prepare the subsidiaries financial statements and that they do so in compliance with local regulations. Itdefines the Groups accounting principles in accordance with IFRSnorms and sees that all subsidiaries follow them. It also prepares the financial statements of FaureciaSA. The internal control procedures necessary to produce reliable accounting data are implemented at the local level. These include, among others, physical inventorying, a separation of tasks and reconciliations with independent sources of information. The following principles are implemented across the Group regarding the preparation of financial statements: c ensuring that information about transactions is complete; c ensuring that transactions comply with the applicable accounting principles; c periodically reviewing the value of assets. Ensuring consistency between financial reporting tools and the Groups operating systems is vital for the preparation of reliable financial and accounting information. The volume of information involved, the quality and integrity required to process the information and ever-tighter financial reporting deadlines enabling management to respond quickly and to efficiently control operations require the use of effective information systems. The major systems upgrade program that began in July2008 at sites in France was rolled out in Europe, Asia and South America in 2009. It will continue to be gradually implemented across the Groups various sites. The Groups financial statements are prepared using information provided by each subsidiary and integrated into the Magnitude reporting and consolidation system. The accounting data submitted by each subsidiary are prepared in accordance with the Groups accounting policies, which comply with IFRSas adopted by the European Union. An IFRSaccounting manual is included in the Faurecia Core Procedures system, which can be accessed via the intranet. Each subsidiarys accounting information comprises income statements prepared by nature and by function, as well as a breakdown by business segment, an analysis of current and deferred taxes, a balance sheet, a cash flow statement, and a statement of commitments and contingent liabilities. Inter-company transactions are enteredmonthly using the ICS software. The Finance department also uses short- and medium-term forecasts to verify the value of cash-generating units; actuarial reports to assess pension and other employee benefit obligations; and fair-value measurements of derivatives confirmed by the Groups banking counterparties. In each subsidiary, the head of accounting and the financial controller have access to all the information they require in order to draw up accurate financial statements in compliance with local GAAP for the statutory accounts and with the Groups accounting policies for reporting purposes. At every interim and annual close the heads of all subsidiaries are required to prepare an IFRS/local GAAP reconciliation for equity and income and expenses. Every month instructions are sent to the accountants and financial controllers specifying the closing procedures to be followed. In addition, training sessions on the BO Finance systems are regularly provided to newly recruited accounting and financial staff. The preparation ofmonthly reporting packages requires each entity to ensure it has the appropriate resources to draw up quality information.
Off-balance sheet commitments

Off-balance sheet commitments are handled in accordance with a specific identification and valuation process. Each commitment is tracked by nature. Currency and interestrate risks, as well as inter-company financing in foreign currencies, are managed at Group level under the supervision of the Group Finance department. Foreign currency hedges are set up where required. Any sureties or guarantees granted by FaureciaSA are issued and monitored at Group level.
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Internal control
Identification and analysis of risks impacting accounting and financial information

The preparation of fullmonthly financial statements greatly reduces risks at interim and annual closes, particularly regarding meeting financial reporting deadlines. Any problems are anticipated, inter-company accounts are reconciled eachmonth, specific transactions are accounted for without waiting for theyearly close, and tax calculations are regularly substantiated. By preparing and reviewingmonthly financial statements and reconciling them with the budget each entity can detect any anomalies in the accounts, such as in relation to inventories or cash flows. Implemented in tandem with specific procedures, this process is intended to reduce the risk of errors and fraud.
effectiveness of the internal control system. The underlying aim is to gradually strengthen the roles and responsibilities of the accounting function and enhance reporting processes, as well as to increase the effectiveness of information systems and reinforce financial controls relating to programs. In addition, it is intended to help build the skill sets of the employees involved and boost their motivation as their tasks will be more interesting and rewarding than previously.
Financial reporting processes

The Groups financial reporting processes are aimed at providing systems for informing and steering the Group and ensuring maximum responsiveness to any risks that may arise. Areporting glossary describes the content of all reporting data and procedures explain how reporting should be carriedout. The Group uses the BO Finance consolidation system for itsmonthly reporting process. This tool provides for the reporting of both financial information (income statement and balance sheet data) and non-financial information (such as indicators relating to quality, production, purchasing, safety and human resources). The level of control over the process for consolidating results at Group level has been reinforced by applying blocking controls upstream in reporting schedules, and intermediate controls for the reporting system. Monthly reporting data include estimated sales and operating profit for each business unit within three days of themonth-end, and definitive data five days after themonth-end prepared in accordance with the Groups accounting policies. Everymonth, the Operations Committee reviews the operating performance and action plans of each Group business.
Hard close procedure

A hard close is carried out on October31 eachyear aimed at anticipating, evaluating and validating the main accounting options for theyearly close. Similarly a hard close is carried out in Mayfor the interim financial statements as of June30.
Accounting and financial control tools

The Group has drawn up procedures for preparing and processing financial and accounting information. Theseprocedures comply with applicable accounting principles and standards and, like all the other internal control procedures, are available on the Companys intranet. The following figure among the most important Group procedures: c a capital expenditure authorization procedure, aimed at determining capital spending criteria and designating authorized signatories who can commit the Company for amounts up to pre-defined thresholds; c an authorization procedure for capital increases, capital injections, acquisitions of shareholdings and inter-company loans; c a procedure for drafting Program Business Plans; c a procedure relating to the acquisition of new programs; c a procedure for consolidating the financial statements. The Group has reorganizing its financial services with the overall aim of segregating accounting functions from financial control functions and creating shared accounting services centers for each country, with these centers reporting to the Finance Director of the country concerned. Under this new organizational structure the Group Finance department is responsible for drawing up accounting and financial rules and procedures as well as for consolidation processes, audits and managing the Groups cash position and financing. This organization makes it possible to handle the variety of businesses within the Group, to enhance the applicability and consistency of the Groups procedures and therefore the
Medium-term plan and the budget

Faurecias budget is drawn up on an annual basis and updated half-yearly. The Group Finance department provides the economic and financial assumptions to be used in the budget, and sets specific objectives for each operating unit. The budget is then tailored to each plant, R&D center and administrative center. Finally, it is converted tomonthly periods using standard schedules, and then consolidated. In order to effectively anticipate short-term changes and improve responsiveness, themonthly reporting package includes a rolling three-month forecast (current and subsequent quarters) for theincome statement and cash flow statement. As Faurecias contracts span severalyears, the Group needs a medium-term overview of its financial position in order to effectively manage risks. To this end, the Group draws up a fiveyear plan (known as the medium-term plan) eachyear in which the program-related dimension plays an essential part. This plan makes it possible to clarify the Groups outlook in terms of profitability and required resources. It is consolidated on the same basis as themonthly reporting process, by applying the
Faurecia
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Internal control
same stringent procedures, and is used to define the targets set in the budget.
Financial press releases, annual report andRegistration Document

The Groups Finance and Communications departments are responsible for drawing up and relaying all of the Groups financial information to the financial markets. Financial communication is transmitted through two main vehicles: c the annual report/Registration Document; and c financial press releases.
Preparation of the annual report/Registration Document is coordinated by the Legal Affairs department. A wide number of people who are experts in their field contribute to the process, ensuring that the document contains in-depth, high-quality and broad-ranging information. The Registration Document is then reviewed and approved by the Board of Directors before it is published. Financial press releases are systematically reviewed by the Finance department, and annual and half-yearly earnings announcements are also approved by the Board of Directors.
8.4.8. KEY TRENDS

During theyear the Group continued to improve its internal control procedures: c it continued to implement the standards and procedures of the Faurecia Excellence System, particularly by regularly updating the procedures and self-assessment questionnaires that enable each site to appraise whether it complies with these standards; c it defined and disseminated the 11basic principles of internal control throughout the Groups sites. The Internal Audit department carried out special audits to ensure that the sites observed these basic principles. The compliance of each site visited was rated on a scale of four, ranging from inadequate to satisfactory; c the Faurecia Group has for several years undertaken a program to reform its management information systems. Based on Faurecia Core Procedures, the Faurecia Core System makes use of management software published by the German companySAP. The objective of this project is for the Faurecia Group to employ best practices in accounting and administrative management, together with uniform tools and processes for approving and monitoring managements actions, from requisition through to the payment of the supplier, from an order received from the customer through to final payment. Throughout the project an emphasis is placed on consistency and uniformity of financial information. All the control processes and quality checks of financial data, from their creation to their publication in themonthly oryearly consolidated statements, receive particular attention. The FCS project has been an opportunity to clarify the roles and responsibilities of those involved in the management process: accounting management centers, controllers of profit centers, purchasing and sales administration offices. Another outcome has been the development of shared services for accounting, sales and purchasing as a way of optimizing support staff and improving the quality of teams by recombining skill sets. By upgrading its information systems based onSAP architecture the Group has created standardized, reliable and up-to-theminute tools that correspond to Faurecias standards and procedures and which are gradually being rolled out across the Group since the implementation of pilot sites in 2008. The first operational sites were integrated into FCS in mid-2008 in France and Korea. By end-2011 a total of 150 of Faurecias sites had been integrated. The majority of worldwide shared service centers and all of the product development centers, save Brazil, are also involved. By end-2012, 80% of the R&D Centers will be integrated into FCS, as well as 60% of the accounting centers and 53% of production sites. The rollout of the FCS project should be complete, on a like-for-like basis, by end-2015. To check the quality of what has been accomplished, the Group has performed audits with the help of ad hoc companies as well as Internal Audits of targeted management processes. c Finally, with regard to managing the authorizations to access the data processing tools, Faurecia has developed and implemented a policy of managing user account profiles and having these profiles validated by the managers to whom employees report, using an IAM (identity access management) application. These profiles employ a strict definition of roles and responsibilities and a strict separation of tasks in order to comply with the Companys rules of internal control. These procedures are also audited by independent outside parties.
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Faurecia
Statutory Auditors report preparedinaccordance with ArticleL.225-235 oftheFrench Commercial Code
8.5. Statutory Auditors report preparedinaccordance with ArticleL.225-235 oftheFrench Commercial Code (Codedecommerce) onthereport prepared bytheChairman oftheBoardofDirectors ofFaurecia
This is a free translation into English of a report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of Faurecia, and in accordance with ArticleL.225 235 of the French Commercial Code (Code de commerce), we hereby report on the report prepared by the Chairman of your Company in accordance with ArticleL.225-37 of the French Commercial Code (Code de commerce) for theyear ended December 31, 2011. It is the Chairmans responsibility to prepare and submit for the Board of Directors approval a report on internal control and risk management procedures implemented by the Company and to provide the other information required by ArticleL.225-37 of the French Commercial Code (Code de commerce) relating to matters such as corporate governance. Our role is to: c report on any matters as to the information contained in the Chairmans report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information; and c confirm that the report also includes the other information required by ArticleL.225-37 of the French Commercial Code (Code de commerce). It should be noted that our role is not to verify the fairness of this other information. We conducted our work in accordance with professional standards applicable in France.
Information on the internal control and risk management procedures relating to the preparation andprocessing of accounting andfinancial information
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairmans report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in: c obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairmans report is based and of the existing documentation; c obtaining an understanding of the work involved in the preparation of this information and of the existing documentation; c determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our work are properly disclosed in the Chairmans report. On the basis of our work, we have no matters to report on the information relating to the Companys internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the Chairman of the Board of Directors in accordance with ArticleL.225-37 of the French Commercial Code (Code de commerce).
Other information
We confirm that the report prepared by the Chairman of the Board of Directors also contains the other information required by ArticleL.225-37 of the French Commercial Code (Code de commerce). Neuilly-sur-Seine and Paris-La Dfense, April19, 2012 The Statutory Auditors PricewaterhouseCoopers Audit Dominique Mnard Ernst& Young Audit Denis Thibon
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104
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9
CONTENTS
9.1.
CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOME BALANCE SHEET CONSOLIDATED CONSOLIDATED CASH FLOW STATEMENT CONSOLIDATED STATEMENT OFCHANGES INEQUITY
9.5. 107 108 9.6.
NOTESTO THE CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED COMPANIES ASOFDECEMBER31, 2011 STATUTORY AUDITORS REPORT ONTHECONSOLIDATED FINANCIAL STATEMENTS
113
9.2. 9.3.
166
110
9.7.
9.4.
172
111
Faurecia
105
106
Faurecia
Consolidated statement ofcomprehensive income
9.1. Consolidated statement ofcomprehensive income

(in millions)
Notes
4 5 5 5
2011
16,190.2 (14,806.4) (222.3) (510.6) 650.9
2010
13,795.9 (12,593.3) (303.2) (443.8) 455.6 87.2 (123.2) 8.1 (98.7) (25.6) 303.4 (85.9) (3.9) 213.6
2009
9,292.2 (8,840.1) (207.9) (335.9) (91.7) 6.9 (141.0) 12.3 (135.3) (43.9) (392.7) (42.2) 6.3 (428.6)
SALES Cost of sales Research and development costs Selling and administrative expenses OPERATING INCOME (LOSS) Other non operating income Other non operating expense Income from loans, cash investments and marketable securities Finance costs Others nancial income and expense INCOME (LOSS) BEFORE TAX OF FULLY CONSOLIDATED COMPANIES Current taxes Deferred taxes NET INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES Share of net income of associates: Before tax After tax CONSOLIDATED NET INCOME (LOSS) Attributable to owners of the parent Attributable to minority interests Basic earnings (loss) per share (in ) Diluted earnings (loss) per share (in )
6 6
0.3 (58.2) 10.6 (109.1)
(19.0) 475.5
8 8
(97.7) 1.8 379.6
13 46.0 33.7 413.3 371.3 42.0 9 9 3.37 3.11 26.7 18.8 232.4 201.7 30.7 1.87 1.79 14.8 11.3 (417.3) (433.6) 16.3 (6.85) (6.85)
OTHER COMPREHENSIVE INCOME

(in millions)
2011
413.3 (6.3) (7.6) 1.3 (1.2)
2010
232.4 (1.3) (0.8) (0.5) 53.8
2009
(417.3) 4.2 1.9 2.3 8.6
CONSOLIDATED NET INCOME (LOSS) Gains (losses) arising on fair value adjustments tocashowhedges of which recognized in equity of which transferred to net income (loss) for the period Exchange differences on translation of foreign operations
TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE PERIOD Attributable to owners of the parent Attributable to minority interests
405.8 357.4 48.4
284.9 250.3 34.6
(404.5) (419.0) 14.5
Faurecia
107
Balance sheet consolidated
9.2. Balance sheet consolidated

ASSETS
(in millions)
Notes
10 11 12 13 14 15 16 8
Dec.31, 2011
1,260.6 464.2 1,733.4 71.0 38.8 35.4 16.9 78.3 3,698.6
Dec.31, 2010
1,230.8 435.2 1,575.5 43.6 15.3 27.8 14.5 86.2 3,428.9 734.0 1,387.7 223.3 100.7 0.0 605.8 3,051.5
Dec.31, 2009
1,039.9 396.9 1,224.6 31.0 11.2 23.5 18.9 72.0 2,818.0 438.6 1,025.9 171.0 79.9 1.7 357.8 2,074.9
Goodwill Intangible assets Property, plant and equipment Investments in associates Other equity interests Other non-current nancial assets Other non-current assets Deferred tax assets TOTAL NON-CURRENT ASSETS Inventories, net Trade accounts receivables Other operating receivables Other receivables Other current nancial assets Cash and cash equivalents TOTAL CURRENT ASSETS
17 18 19 20 30 21
885.4 1,620.2 297.6 131.2 1.5 630.1 3,566.0
TOTAL ASSETS
7,264,6
6,480,4
4,892.9
108
Faurecia
Balance sheet consolidated
LIABILITIES
(in millions)
Notes
Dec.31, 2011
Dec.31, 2010
Dec.31, 2009
EQUITY Capital Additional paid-in capital Treasury stock Retained earnings Translation adjustments Net income (loss) for the period attributable to owners of the parent EQUITY ATTRIBUTABLE TO OWNERS OFTHE PARENTS Minority interests TOTAL SHAREHOLDERS EQUITY Long-term provisions Non-current nancial liabilities Other non-current liabilities Deferred tax liabilities TOTAL NON-CURRENT LIABILITIES Short-term provisions Current nancial liabilities Prepayments from customers Trade payables Accrued taxes and payroll costs Sundry payables TOTAL CURRENT LIABILITIES 27 28 24 26 8 24 26 22 23 22 772.6 282.4 (1.7) (357.1) 86.4 371.3 1,153.9 113.5 1,267.4 218.8 1,240.1 1.5 15.5 1,475.9 322.3 615.6 138.5 2,762.0 507.6 175.3 4,521.3 772.6 282.4 (10.4) (529.8) 94.0 201.7 810.5 87.7 898.2 214.5 1,114.9 1.3 29.2 1,359.9 416.6 687.7 87.8 2,419.9 452.8 157.5 4,222.3 626.1 130.1 (10.4) (99.4) 44.1 (433.6) 256.9 45.8 302.7 193.9 1,232.2 2.3 7.1 1,435.5 320.3 528.1 80.8 1,730.6 371.7 123.2 3,154.7
TOTAL LIABILITIES
7,264.6
6,480.4
4,892.9
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109
Consolidated cash ow statement
9.3. Consolidated cash ow statement

(in millions)
Notes
Full-year 2011
413.3 460.7 (1.8) 2.7 (12.7) 2.4 45.2 909.8
Full-year 2010
232.5 497.8 3.9 (5.9) (3.8) (0.4) (86.4) 637.7 (35.3) (80.7) (33.6) 298.6 (47.8) (14.8) 86.4 724.1 (304.3) (154.3) 30.2 17.3 31.0 25.9 (39.8) (394.0) 330.1
Full-year 2009
(417.3) 496.6 (6.3) (1.4) 13.7 (2.4) 15.9 98.8 (5.1) 100.2 (66.8) 18.7 (14.2) (44.2) (11.4) 87.4 (169.1) (104.4) (12.0) 20.1 0.0 (24.8) (19.0) (309.2) (221.8)
I - OPERATING ACTIVITIES Consolidated net income (loss) Depreciation and amortization Deferred tax (benets) charges Increase (decrease) in long-term provisions Share of net income of associates, net of dividendes received Capital (gains) losses on disposals of non-current assets Others* CASH FLOW FROM OPERATIONS Increase (usage& decrease) in short-term provisions Change in inventories Change in trade accounts receivables Change in trade payables Change in other operating receivables and payables Change in other receivables and payables (Increase) decrease in working capital requirement CASH FLOWS PROVIDED BY OPERATING ACTIVITIES II - INVESTING ACTIVITIES Additionals to property, plant and equipment Capitalized development costs Acquisitions of investments (net of cash and cash equivalents) Proceeds from disposal of property, plant and equipment Proceed from disposal of nancial assets Change in investment-related receivables and payables Other changes CASH FLOWS PROVIDED BY INVESTING ACTIVITIES CASH PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES (I)+(II) III - FINANCING ACTIVITIES Issuance of shares by Faurecia and fully-consolidated companies (net of costs) Option component of convertible bonds Dividends paid to owners of the parent company Dividends paid to minority interests in consolidated subsidiaries Issuance of debt securities and increase in other nancial liabilities Repayment of debt and other nancial liabilities NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES IV - OTHER CHANGES IN CASH AND CASH EQUIVALENTS Impact of exchange rate changes on cash and cash equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OFYEAR CASH AND CASH EQUIVALENTS AT END OFYEAR
*
24
(114.5) (137.6) (221.9) 312.8 20.7 (43.8) (184.3) 725.5
12
(451.4) (180.2) (66.3) 10.2 0.2 11.0 (21.0) (697.5) 28.0
1.2 (27.6) (26.7) 925.1 (881.9) (9.9) 6.2 24.3 605.8 26 630.1
4.2 0.0 0.0 (6.0) 77.6 (188.0) (112.2) 30.1 248.0 357.8 605.8
446.1 23.3 0.0 (9.3) 214.4 (502.7) 171.8 (17.9) (67.9) 425.7 357.8
O/w badwill from Plastal Germany and Plastal Spain acquisition: 84.3million for the fullyear 2010.
110
Faurecia
Consolidated statement ofchanges inequity
9.4. Consolidated statement ofchanges inequity

Retained earnings and net income (loss) for the period Equity Translaattribution table to adjust- Cash ow owners of Minority ments hedges the parent interests Fair value and translation adjustments
(in millions)
Number of Capital shares(2) stock
Additional paid-in Treasury capital Stock
Total
SHAREHOLDERS EQUITY AS OFDECEMBER31, 2008 BEFORE APPROPRIATION OF NET INCOME (LOSS) Net income (loss) Translation adjustments Changes in fair value of hedging instruments TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY Capital increase 2008 dividends Measurement of stock options Purchases and sales of treasury stock Changes in scope of consolidation Recognition of 2008 losses of the parent company SHAREHOLDERS EQUITY AS OFDECEMBER31, 2009 BEFORE APPROPRIATION OF NET INCOME (LOSS) Net income (loss) Translation adjustments Changes in fair value of currency and interest rate hedging instruments TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY Capital increase 2009 dividends Measurement of stock options and shares grant Purchases and sales of treasury stock Option component of convertible bonds Changes in scope of consolidation
24,395,048 170.8
198.9 (11.5)
(175.3) (433.6)
33.7
(13.7)
202.9 (433.6)
40.6
243.5
16.3 (417.3) (1.8) 8.6 4.2 14.5 (404.5) 446.1 (9.3) (9.3) 3.4 0.2 23.3 0.0
10.4 4.2 (433.6) 65,053,456 455.3 (9.3) 10.4
10.4 4.2
4.2 (419.0) 446.1 0.0
3.4 1.1 (0.9) 23.3 (59.5) 59.5
3.4 0.2 23.3 0.0
89,448,504 626.1
130.1 (10.4)
(523.5) 201.7
44.1
(9.5)
256.9 201.7
45.8 30.7 3.9
302.7 232.4 53.8
49.9
49.9
(1.3) 201.7 20,918,224 146.4 152.3 49.9 (1.3)
(1.3) 250.3 298.7 0.0 34.6 4.2 (6.0)
(1.3) 284.9 302.9 (6.0) 4.6 0.0 0.0 9.1 9.1
4.6
4.6 0.0 0.0 0.0
Faurecia
111
Consolidated statement ofchanges inequity
(in millions)
Number of Capital shares(2) stock
Additional paid-in Treasury capital Stock
Retained earnings and net income (loss) for the period
Equity Translaattribution table to adjust- Cash ow owners of Minority ments hedges the parent interests
Fair value and translation adjustments
Total
SHAREHOLDERS EQUITY AS OFDECEMBER31, 2010 BEFORE APPROPRIATION OF NET INCOME (LOSS) 110,366,728 772.5 Net income (loss) Translation adjustments Changes in fair value of currency and interest rate hedging instruments TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY Capital increase 2010 dividends Measurement of stock options and shares grant Purchases and sales of treasury stock Changes in scope of consolidation and other SHAREHOLDERS EQUITY AS OFDECEMBER31, 2011 BEFORE APPROPRIATION OF NET INCOME (LOSS) 110,368,345 772.6
(1)
282.4 (10.4)
(317.2) 371.3
94.0
(10.8)
810.5 371.3
87.7 42.0 6.4
898.2 413.3 (1.2)
(7.6)
(7.6)
(6.3) 371.3 1,617 0.1 (27.6) 11.1 8.7 (2.3) (4.0) (7.6) (6.3)
(6.3) 357.4 0.1 48.4 1.2
(6.3) 405.8 1.3 (54.3) 11.1 6.4 2.9 (1.1)
(27.6) (26.7) 11.1 6.4 (4.0)
282.4
(1.7)
31.3
86.4
(17.1) 1,153.9 113.5 1,267.4
(1) Capital increase arising from the conversion of bonds for the Group part. (2) O/w 270,814 of treasury stock as of 12/31/2009& 2010, 46,872 as of 12/31/2011 (cf. Note22.3).
112
Faurecia
Notesto the consolidated nancial statements
9.5. Notesto the consolidated nancial statements

CONTENTS
NOTE1 NOTE2 NOTE3 NOTE4 NOTE5 NOTE6 NOTE7 NOTE8 NOTE9 NOTE10 NOTE11 NOTE12 NOTE13 NOTE14 NOTE15 NOTE16 NOTE17 NOTE18
Summary of signicant accounting policies114 Changes in scope of consolidation Events after the balance sheet date Information by operating segment Analysis of operating expenses Other income and expense Other nancial income and expense Corporate income tax Earnings per share Goodwill Intangible assets Property, plant and equipment Investments in associates Other equity interests Other non current nancial assets Other non current assets Inventories and work in progress Trade accounts receivable 118 119 119 125 126 127 128 130 131 132 133 134 136 136 136 137 137
NOTE19 NOTE20 NOTE21 NOTE22 NOTE23 NOTE24 NOTE25 NOTE26 NOTE27 NOTE28 NOTE29 NOTE30 NOTE 31 NOTE32 NOTE33 NOTE34 NOTE35
Other operating receivables Other receivables Cash and cash equivalents Shareholders equity Minority interests Long and short term provisions Provisions for pensions and other post employment benets Net debt Accrued taxes and payroll costs Sundry payables Financial instruments
138 138 138 139 141 142 144 149 153 153 154
Hedging of currency and interest rate risks 158 Commitments given and contingent liabilities Related party transactions Fees paid to the Statutory Auditors 163 164 165
Information on the consolidating company 165 Dividends 165
Faurecia
113
Faurecia SA and its subsidiaries (Faurecia) form one of the worlds leading automotive equipment suppliers in four vehicule businesses: Automotive Seating, Emission Control Technologies, Interior Systems and Automotive Exteriors. Faurecias registered office is located in Nanterre, in the Hautsde-Seine region of France. The Company is quoted on the Eurolist market of Euronext Paris.
The consolidated financial statements were approved by Faurecias Board of Directors on February7, 2012. The accounts were prepared on a going concern basis.
NOTE1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of the Faurecia Group have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the IASB, as adopted by the European Union and available on the European Commission website: http://ec.europa.eu/internal_market/accounting/ias/ index_fr.htm These standards include International Financial Reporting Standards and International Accounting Standards (IAS), a well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations. The standards used to prepare the 2011 consolidated financial statements and comparative data for 2010 and 2009 are those published in the Official Journal of the European Union (OJEU) as of December31, 2011, whose application was mandatory at that date. The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented. Since January1, 2011 Faurecia has applied the amendments and revisions to the existing standards IAS1, IAS21, IAS24R, IAS28, IAS31, IAS32, IAS34, IAS39, IFRS3R, IFRS7, IFRS8; these amendments did not have any material impact on the consolidated financial statements as from December31, 2010. Moerover, Faurecia has not applied by anticipation the standards, amendments or interpretations: c adopted by the European Union but which application is due after December31, 2011 (amendments to IFRS7); c not yet adopted by the European Union as of December31, 2011 (standards IFRS9, IFRS10, IFRS11, IFRS12, IFRS13, IAS27, IAS28, IAS19, amendments to IAS1, IAS12). The amendment to IAS19 Employee benefits suppresses notably the possibility retained by Faurecia to apply the corridor method. All actuarial gains and losses as well as service costs will be directly accounted for as liablilities in the balance sheet (see Note25.2 Pension benefit obligations). Actuarial variances will be fully recognized through other comprehensive income (expense) directly in equity and past service costs in period net income. This amendment defines also the return on assets as the discount rate used to measure the benefits liability.
1.1 Consolidation principles

Companies over which the Group exercises significant influence and which are at least 20%-owned are consolidated where one or more of the following criteria are met: annual sales of over 20million, total assets of over 20million, and/or debt of over 5million. Non-consolidated companies are not material, either individually or in the aggregate. Subsidiaries controlled by the Group are fully consolidated. Control is presumed to exist where the Group holds more than 50% of a companys voting rights, and may also arise as a result of shareholders agreements. Subsidiaries are fully consolidated as of the date on which control is transferred to the Group. They are no more consolidated as of the date that control ceases. Companies over which the Group exercises significant influence but not control -generally through a shareholding representing between 20% and 50% of the voting rights are accounted for by the equity method. The Faurecia Groups financial statements are presented in euros. The functional currency of foreign subsidiaries is generally their local currency. The assets and liabilities of these companies are translated into euros at theyear-end exchange rate and income statement items are translated at the average exchange rate for theyear. The resulting currency translation adjustments are recorded in equity. Certain companies located outside the eurozone which carry out the majority of their transactions in euros may, however, use euros as their functional currency. All material inter-company transactions are eliminated in consolidation, including inter-company gains. The accounting policies of subsidiaries and companies accounted for by the equity method are not significantly different from those applied by the Group.
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1.2 Goodwill
In case of a business combination, the aggregate value of the acquisition is allocated to the identifiable tangible and intangible assets acquired based on their fair value determined at their acquisition date. A goodwill is recognized when the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree exceed the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In accordance with IAS36, goodwill is not amortized but is tested for impairment at least once ayear and more often if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs). A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The CGU to which goodwill is allocated represents the lowest level within the operating segment at which goodwill is monitored for internal management purposes. The Group has identified the following CGUs: c Automotive Seating; c Emissions Control Technologies; c Automotive Exteriors; c Automotive Seating. The carrying amount of assets and liabilities thus grouped is compared to the higher of its market value and value in use, which is equal to the present value of the net future cash flows expected, and their net market value including costs of disposal.
B - OTHER INTANGIBLE ASSETS

Other intangible assets include development and purchase costs relating to software used within the Group which are amortized on a straight-line basis over a period of between one and threeyears as well as patents and licenses.
1.4 Property, plant and equipment

Property, plant and equipment are stated at acquisition cost, or production cost in the case of assets produced by the Group for its own use, less accumulated depreciation. Maintenance and repair costs are expensed as incurred, except when they increase productivity or prolong the useful life of an asset, in which case they are capitalized. In accordance with the amended version of IAS23, borrowing costs on qualifying assets arising subsequent to January1, 2009 are included in the cost of the assets concerned. Property, plant and equipment are depreciated by the straightline method over the estimated useful lives of the assets, as follows: Buildings Leasehold improvements, xturesand ttings Machinery, tooling and furniture 20 to 30years 10 to 20years 3 to 10years
1.3 Intangible assets

A - RESEARCH AND DEVELOPMENT EXPENDITURE
The Faurecia Group incurs certain development costs in connection with producing and delivering modules for specific customer orders which are not considered as sold to the customer, specially when paid for by the customer on delivery of each part. In accordance with IAS38, these development costs are recorded as an intangible asset where the Company concerned can demonstrate: c its intention to complete the project as well as the availability of adequate technical and financial resources to do so; c how the customer contract will generate probable future economic benefits and the Companys ability to measure these reliably; c its ability to measure reliably the expenditure attributable to the contracts concerned (costs to completion). These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding fiveyears except under exceptional circumstances. Research costs, and development costs that do not meet the above criteria, are expensed as incurred.
Certain tooling is produced or purchased specifically for the purpose of manufacturing parts or modules for customer orders, which are either a) not sold to the customer, or b) paid for by the customer on delivery of each part. In accordance with IAS16, this tooling is recognized as property, plant and equipment. It is depreciated to match the quantities of parts delivered to the customer over a maximum of threeyears, in line with the rate at which models are replaced. Investment grants are recorded as a deduction from the assets that they were used to finance. Property, plant and equipment acquired under finance leases which transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee are recorded under assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The recognized assets are subsequently depreciated as described above. An obligation of the same amount is recorded as a liability.
1.5 Cash generating units and impairment tests

Impairment tests are carried out whenever there is an indication that an asset may be impaired. Impairment testing consists of comparing the carrying amount of an asset, or group of assets, with the higher of its market value and value in use. Value in use is defined as the present value of the net future cash flows expected to be derived from an asset or group of assets.
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The assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash Generating Units, or CGUs). Impairment tests are performed on each group of intangible assets (development costs) and property, plant and equipment attributable to a customer contract. This is done by comparing the aggregate carrying amount of the group of assets concerned with the present value of the expected net future cash flows to be derived from the contract. An impairment loss is recorded when the assets carrying amount is higher than the present value of the expected net future cash flows. A provision is also recorded for losses to completion on loss-making contracts. In case of triggering event, impairment testing is also carried out on general and corporate assets grouped primarily by type of product and geographic area. The cash inflows generated by the assets allocated to these CGUs are largely interdependent due to the high overlap among the various manufacturing flows, the optimization of capacity utilization, and the centralization of research and development activities. Manufacturing assets whose closure is planned are tested independently for impairment.
testing based on the most appropriate financial analysis criteria. An impairment loss is recognized where appropriate. The criteria generally applied are the Groups equity in the underlying net assets and the earnings outlook of the Company concerned.
Loans and other nancial assets

Loans and other financial assets are initialy stated at fair value and then at amortized cost, calculated using the effective interest method. Provisions are booked on a case-by-case basis where there is a risk of non-recovery.
Cash and cash equivalents

Cash and cash equivalents include current account balances and units in money market funds that are readily convertible to a known amount of cash and are not subject to a significant risk of impairment in the event of changes in interest rates. They are measured at fair value and variances are booked through P&L.
C - RECOGNITION AND MEASUREMENT OF FINANCIAL LIABILITIES

The Groups financial liabilities are generally measured at amortized cost using the effective interest method.
1.7 Inventories and work-in-progress 1.6 Financial assets and liabilities (excluding derivatives)
A - DEFINITIONS
In accordance with IAS39, the Group classifies its financial assets in the following categories: loans and receivables, available-forsale financial assets, and financial assets at fair value through profit or loss. They are recorded on the following balance sheet items: Other equity interests (Note14), Other non-current financial assets (Note15), Trade account receivables (Note18), Other operating receivables (Note19), Other receivables (Note20) and Cash and cash equivalents (Note21). The Group does not use the IAS39 categories of Held-tomaturity investments or Financial assets held for trading. The Groups financial liabilities fall within the IAS39 categories of (i) financial liabilities at fair value through profit or loss, and (ii) other financial liabilities measured at amortized cost. They are recorded on the following balance sheet items: current financial liabilities and non current financial liabilities (Note26), Accrued taxes and payroll costs (Note27) and Other payables (Note28). Financial assets and liabilities are broken down into current and non-current components for maturities at the balance sheet date: under or over ayear. Inventories of raw materials and supplies are stated at cost, determined by the FIFO method (First-In, First-Out). Finished and semi-finished products, as well as work-inprogress, are stated at production cost, determined by the FIFO method. Production cost includes the cost of materials and supplies as well as direct and indirect production costs, excluding overhead not linked to production and borrowing costs. Work-in-progress includes the costs of internally-manufactured specific tooling or development work which is sold to customers, i.e. where the related risks and rewards are transferred. These costs are recognized in the income statement over the period in which the corresponding sales are made, as each technical stage is validated by the customer, or when the tooling is delivered if the contract does not provide for specific technical stages. Provisions are booked for inventories for which the probable realizable value is lower than cost.
1.8 Foreign currency transactions

Transactions in foreign currency are converted at the exchange rate prevailing on the transaction date. Receivables and payables are converted at theyear-end exchange rate. resulting gain or loss is recorded in the income statement as operating income or expenses for operating receivables and payables, and under Other financial income and expense for other receivables and payables.
B - RECOGNITION AND MEASUREMENT OF FINANCIAL
Assets Equity interests

Equity interests correspond to the Groups interests in the capital of non-consolidated companies. They are subject to impairment
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1.9 Derivatives
Faurecia uses derivative instruments traded on organized markets or purchased over-the-counter from first-rate counterparties to hedge currency and interest rate risks. They are recorded at fair value in the balance sheet.
1.12 Stock option, share grant andfree shares plans

Stock options and share grant plans for managers of Group companies. Options granted after November7, 2002 that had not vested as of January1, 2005 are measured at fair value as of the grant date using the Black& Scholes option pricing model. The fair value of stock options is recognized in payroll costs on a straight-line basis over the vesting period (the period between the grant date and the vesting date), with a corresponding adjustment to equity. Free shares are measured at fair value by reference to the market price of Faurecias shares at the grant date, less (i) an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and (ii) an amount reflecting the cost of the shares being subject to a lock-up period. The fair value is recognized in payroll costs on a straight-line basis over the vesting period, with a corresponding adjustment to equity.
CURRENCY HEDGES
The effective portion of changes in the fair value of instruments used to hedge future revenues is recorded in equity and taken to operating income when the hedged revenues are received. Changes in the fair value of instruments used to hedge trade receivables and payables are recorded as operating income or expense. The portion of the change in fair value of these hedges that is ineffective (time value of the hedges) is recorded under Other financial income and expense together with changes in the fair value of instruments used to hedge other receivables and payables.
INTEREST RATE HEDGES

Changes in the fair value of interest rate hedges are recorded directly in Other financial income and expense when the hedging relationship cannot be demonstrated under IAS39, or where the Group has elected not to apply hedge accounting principles.
1.13 Restructuring and reorganization provisions

A provision is booked when Group General Management has decided to streamline the organization structure and announced the program to the employees affected by it or their representatives.
1.10 Minority interests

This item corresponds to minority shareholders interests in the equity of consolidated subsidiaries.
1.14 Sales recognition

Sales are recognized when the risks and rewards incidental to ownership of the modules or parts produced are transferred. This generally corresponds to when the goods are shipped. For development contracts or the sale of tooling, sales are recognized when the technical stages are validated by the customer. If no such technical stages are provided for in the contract, sales are recognized when the related study is completed or the tooling is delivered.
1.11 Provisions for pensions and other post-employment benets

The Groups liability for pensions and other employee benefits is determined on an actuarial basis using the projected unit credit method. The valuation takes into account the probability of employees staying with the Group up to retirement age and expected future salary levels. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability. Actuarial gains and losses are recognized according to the corridor method over the expected average remaining working lives of the employees participating in the plans. Periodic pension and other employee benefit costs are recognized as operating expenses over the benefit vesting period, except for the interest cost, which is recorded under Other financial income and expense in accordance with the alternative method under IAS19. The impact of changes in the present value of external funds is also recorded under this item.
1.15 Operating income

Operating income is the Faurecia Groups principal performance indicator. It corresponds to net income of fully consolidated companies before: c other operating income and expense, corresponding to material, unusual and non-recurring items including reorganization expenses and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure or sale of an industrial site, disposals of non-operating buildings, impairment losses recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses; c income on loans, cash investments and marketable securities;
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c finance costs; c other financial income and expense, which includes the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in relationship cannot be demonstrated under IAS39, and gains and losses on sales of shares in subsidiaries; c taxes.
1.17 Use of estimates

The preparation of financial statements in accordance with IFRSrequires the use of estimates and assumptions when measuring certain assets, liabilities, income, expenses and obligations. These estimates and assumptions are primarily used when calculating the impairment of property, plant and equipment, intangible assets and goodwill, as well as for measuring pension and other employee benefit obligations. They are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. The results of the sensitivity tests carried out on the carrying amounts of goodwill and provisions for pensions and other employee benefits are provided in Notes10 and 25, respectively. In addition, Note11 Intangible Assets describes the main assumptions used for measuring intangible assets.
1.16 Deferred tax

Deferred taxes are recognized using the liability method for temporary differences arising between the tax bases for assets and liabilities and their carrying amounts on the consolidated financial statements. Temporary differences mainly arise from tax loss carryforwards and consolidation adjustments to subsidiaries accounts. Deferred taxes are measured using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available in the short or medium term against which the temporary differences or the loss carry forward can be utilized. Where appropriate, a deferred taxes liability is booked to cover taxes payable on the distribution of retained earnings of subsidiaries and associates which are not considered as having been permanently reinvested and for which the Group is not in a position to control the date when the timing difference will reverse.
1.18 Earnings per share

Basic earnings per share are calculated by dividing net income attributable to owners of the parent by the weighted average number of shares outstanding during the year, excluding treasury stock. For the purpose of calculating diluted earnings per share, the Group adjusts net income attributable to owners of the parent and the weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares (including stock options, free shares and convertible bonds).
NOTE2
CHANGES IN SCOPE OF CONSOLIDATION
2.1 Change in scope of consolidation in 2011

The Angell Demmel operations, in Germany, have been consolidated in the Interior Systems business following the acquisition in January2011. The company Faurecia Technical Center India, fully owned by Faurecia, was consolidated from January1, 2011. The company Yutaka- India, in the Emission Control Technologies business, was acquired and integrated from February1, 2011. In China, the five companies created after the strategic alliance signed with the Geely and Limin groups (Zeijiang Faurecia Limin interior& exterior systems, Xiangtan Faurecia Limin interior& exterior systems, Lanzhou Faurecia Limin interior& exterior systems, Jinan Faurecia Limin interior& exterior systems and Chengdu Faurecia Limin interior & exterior systems), in the Interior Systems business, have been consolidated from the second semester 2011, following the
equity method for the first four, as well as Changchun Huaxiang Faurecia automotive plastic components, in the Automotive Exteriors business, following the equity method.
2.2 Reminder of change in scope of consolidation introduced in 2010

The entities of the Emcon group were integrated as part of Faurecias Emissions Control Technology business following the transfer of all of the shares in the Emcon Technologies group to Faurecia by Emcon Holdings. This transaction was approved by Faurecias shareholders at an Extraordinary General Meeting held on February8, 2010. Faurecias 50% ownership interest in Arvin Sango held since the Emcon acquisition was sold in June2010.
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On March 31, 2010 and September 30, 2010, respectively, Faurecia acquired the German and Spanish operations of Plastal, a leading supplier of plastic exterior parts for the automotive industry. They were consolidated as of the acquisition date. Faurecia also acquired, as part of the Interior Systems business, part of the operations of the Rennes Visteon France plant on December17, 2010 and the company Incalplas in August2010; and, as part of the Automotive Seating business, the seating comfort operations of Hoerbiger Automotive Komfortsysteme on December23, 2010. In addition, Faurecia consolidated the following companies as from January1, 2010: South Korea-based Faurecia Shin Sung, established in 2007, as part of the Interior Systems business, Russia-based Faurecia Metalloprodukcia and France-based Faurecia Metalloprodukcia Holding, as part of the Emissions
Control Technologies business, and Faurecia Informatique Tunisie, established in 2009. The Turkey- based company Orcia, which was acquired in 2008, is consolidated by the equity method as from January1, 2010. Faurecia sold 40% of Faurecia ADP Holding during the first half of 2010.
2.3 Impact on 2011 consolidated data of changes in scope of consolidation

The changes in scope of consolidation during the period did not have a material impact on the presentation of the Groups consolidated financial statements.
NOTE3
EVENTS AFTER THE BALANCE SHEET DATE
No significant post-balance sheet events have occurred.
NOTE4
INFORMATION BY OPERATING SEGMENT
For internal reporting purposes the Group is structured into the following four business units based on the type of products and services provided: c Automotive Seating (design of vehicle seats, manufacture of seating frames and adjustment mechanisms, and assembly of complete seating units); c Emissions Control Technologies (design and manufacture of exhaust systems); c Interior Systems (design and manufacture of instrument panels, door panels and modules, and acoustic components); c Automotive Exteriors (design and manufacture of front ends and safety modules). These business units are managed on an independent basis in terms of reviewing their individual performance and allocating
resources. The tables below show reconciliation between the indicators used to measure the performance of each segment notably operating income and the consolidated financial statements. Borrowings, other operating income and expense, financial income and expense, and taxes are monitored at Group level and are not allocated to the various segments. In accordance with the option available under IFRS 8, the Automotive Seating and Interior Systems business units have been aggregated into the Interior Modules segment and the Emissions Control Technologies and Automotive Exteriors units have been aggregated into the Other Modules segment. These business units have similar long term economic characteristics, notably in terms of earnings outlook, type of customer and manufacturing processes.
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4.1 Key gures by operating segment

2011
(in millions)
Interior Modules
8,677.0 (50.3) 8,626.7 421.6 (14.1) 407.5
Other Modules
7,583.6 (20.1) 7,563.5 251.6 (8.3) 243.4
Other
319.6 (319.6) 0.0 (22.4) 22.4 0.0
Total
16,580.3 (390.1) 16,190.2 650.9 0.0 650.9 0.3 (58.2) (98.5) (19.0) (95.9) 33.7 413.3
Sales Inter-segment eliminations Consolidated sales Operating income (loss) before allocationof costs Allocation of costs Operating income Other non-operating income Other non-operating expense Finance costs, net Other nancial income and expense Corporate income tax Share of net income in associates NET INCOME (LOSS) Segment assets Net Property, plant and equipment, net Other segment assets Total segment assets Investments in associates Equity interests Short and long-term nancial assets Tax assets (current and deferred) TOTAL ASSETS Segment liabilities Borrowings Tax liabilities (current and deferred) Equity and minority interests TOTAL LIABILITIES Capital expenditure Depreciation of items of property, plant and equipment Impairment of property, plant and equipment Headcounts
1,016.7 2,772.5 3,789.2
698.1 1,781.1 2,479.2
18.6 52.0 70.6
1,733.4 4,605.6 6,339.0 71.0 38.8 683.9 131.9 7,264.6
2,352.1
1,638.2
100.8
4,091.1 1,855.7 50.4 1,267.4 7,264.6
247.7 (195.7) (3.4) 57,156
190.4 (103.6) (3.8) 25,437
13.3 0.5
451.4 (298.8) (7.2)
1,586
84,179
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2010
(in millions)
Interior Modules
7,708.0 (44.2) 7,663.8 284.2 (29.1) 255.1
Other Modules
6,153.7 (21.6) 6,132.1 216.7 (16.2) 200.5
Other
239.0 (239.0) 0.0 (45.3) 45.3 0.0
Total
14,100.7 (304.8) 13,795.9 455.6 0.0 455.6 87.2 (123.2) (90.6) (25.6) (89.8) 18.8 232.4
Sales Inter-segment eliminations Consolidated sales Operating income (loss) before allocation of costs Allocation of costs Operating income Other non-operating income Other non-operating expense Finance costs, net Other nancial income and expense Corporate income tax Share of net income in associates NET INCOME Segment assets Property, plant and equipment, net Other Total segment assets Investments in associates Other equity interests Short and long-term nancial assets Tax assets (current and deferred) TOTAL ASSETS Segment liabilities Borrowings Tax liabilities (current and deferred) Equity and minority interests TOTAL LIABILITIES Capital expenditure Depreciation of property, plant and equipment Impairment in value of property, plant and equipment Headcounts
947.3 2,460.6 3,407.9
620.1 1,582.8 2,202.9
8.1 33.1 41.2
1,575.5 4,076.5 5,652.0 43.6 15.3 648.1 121.4 6,480.4
2,153.7
1,464.3
100.5
3,718.5 1,802.6 61.1 898.2 6,480.4
172.5 (208.0) (6.7) 51,385
124.4 (96.2) (2.0) 22,868
7.4 (3.3)
304.3 (307.6) (8.7)
1,423
75,676
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2009
(in millions)
Interior Modules
6,649.3 (46.7) 6,602.6 (91.6) (38.7) (130.3)
Other Modules
2,712.4 (22.8) 2,689.6 50.0 (11.4) 38.6
Other
205.4 (205.4) 0.0 (50.1) 50.1 0.0
Total
9,567.1 (274.9) 9,292.2 (91.7) 0.0 (91.7) 6.9 (141.0) (123.0) (43.9) (35.9) 11.3 (417.3)
Sales Inter-segment eliminations Consolidated sales Operating income (loss) before allocation of costs Allocation of costs Operating income Other non-operating income Other non-operating expense Finance costs, net Other nancial income and expense Corporate income tax Share of net income in associates NET INCOME Segment assets Property, plant and equipment, net Other Total segment assets Investments in associates Other equity interests Short and long-term nancial assets Tax assets (current and deferred) TOTAL ASSETS Segment liabilities Borrowings Tax liabilities (current and deferred) Equity and minority interests TOTAL LIABILITIES Capital expenditure Depreciation of property, plant andequipment Impairment in value of property, plant and equipment Headcounts
951.2 2,374.1 3,325.3
261.8 726.1 987.9
11.6 37.5 49.1
1,224.6 3,137.7 4,362.3 31.0 11.2 401.9 86.5 4,892.9
2,039.4
667.0
89.3
2,795.7 1,760.3 34.2 302.7 4,892.9
114.6 (230.7) (9.8) 47,407
45.9 (61.6) (1.2) 9,877
8.6 (3.4)
169.1 (295.7) (11.0)
1,130
58,414
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Sales by operating segment break down as follows:

(in millions)
2011
2010
2009
INTERIOR MODULES
c Automotive Seating c Interior Systems
4,981.2 3,645.5 8,626.7
31 23 53
4,571.2 3,092.6 7,663.8
33 23 56
3,990.9 2,611.7 6,602.6
43 28 71
OTHER MODULES
c Emissions Control
Technologies
c Automotive Exteriors
5,779.3 1,784.2 7,563.5
36 11 47
4,781.4 1,350.7 6,132.1
34 10 44
1,826.1 863.5 2,689.6
20 9 29
TOTAL
16,190.2
100
13,795.9
100
9,292.2
100
4.2 Sales by major customer

Sales* by major customer break down as follows:
(in millions)
2011
3,418.0 2,433.9 1,652.2 1,555.2 1,277.5 1,092.6 4,760.8
%
21 15 10 10 8 7 29
2010
2,767.7 2,300.9 1,487.7 1,442.1 1,231.9 1,037.0 3,528.6
%
20 17 11 10 9 8 25
2009
1,824.7 2,049.4 875.1 1,164.3 506.1 857.8 2,014.8
%
20 22 9 13 5 9 22
VW group PSA Peugeot Citron Ford Group Renault-Nissan GM BMW Others
TOTAL
* Invoiced sales.
16,190.2
100
13,795.9
100
9,292.2
100
Sales invoiced may differ from sales by end customer when products are transferred to intermediary assembly companies.
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4.3 Key gures by geographic region

Sales are broken down by destination region. Other items are presented by the region where the companies involved operate.
2011
Other European countries
3,828.3 502.4 106.8 24,204
(in millions)
France
2,281.6 325.8 85.2 14,237
Germany
3,939.4 254.0 49.2 13,261
North America
3,359.7 317.5 76.1 15,973
South America
729.6 93.8 43.9 5,180
Asia
1,772.2 175.5 65.3 8,952
Other countries
279.5 64.4 24.9 2,372
Total
16,190.2 1,733.4 451.4 84,179
Sales Net property, plant andequipment Capital expenditure Number of employees asofDecember31
2010
3,426.8 488.3 52.6 24,021
(in millions)
France
2,214.5 322.9 63.2 14,663
Germany
3,294.1 233.5 27.1 11,283
North America
2,496.9 284.8 72.4 12,571
South America
636.6 67.5 23.2 4,770
Asia
1,407.7 125.4 42.6 6,598
Other countries
319.3 53.0 23.3 1,770
Total
13,795.9 1,575.4 304.4 75,676
2009
2,413.1 443.8 43.4 18,613
(in millions)
France
2,059.0 359.6 68.7 15,530
Germany
2,334.4 104.6 18.0 7,410
North America
1,077.7 173.2 23.2 7,488
South America
335.1 43.4 10.0 2,969
Asia
827.0 73.5 15.6 4,185
Other countries
245.9 26.5 11.2 2,219
Total
9,292.2 1,224.6 190.1 58,414
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NOTE5
ANALYSIS OF OPERATING EXPENSES
5.1 Analysis of operating expenses by function

(in millions)
Full-year 2011
(14,806.4) (222.3) (510.6)
Full-year 2010
(12,593.3) (303.2) (443.8)
Full-year 2009
(8,840.1) (207.9) (335.9)
Cost of sales Research and development costs Selling and administrative expenses
TOTAL
(15,539.3)
(13,340.3)
(9,383.9)
5.2 Analysis of operating expenses by nature

(in millions)
Full-year 2011
(11,048.9) (1,420.7) (2,883.2) (56.5) 257.1 (453.6) 66.5
Full-year 2010
(9,339.0) (1,212.6) (2,467.7) (46.0) 171.1 (485.6) 39.5
Full-year 2009
(6,049.0) (834.5) (1,922.3) (48.7) 10.6 (487.0) (53.1)
Puchases consumed External costs Personnel costs Taxes and other than on income Other income and expenses* Depreciation, amortization and provisions for impairment invalue of non-current assets Charges to and reversals of provisions
TOTAL
* Including production taken into inventory or capitalized
(15,539.3) 298.4
(13,340.3) 208.9
(9,383.9) 78.7
5.3 Personnel costs

(in millions)
Full-year 2011
(2,260.8) (622.4)
Full-year 2010
(1,952.8) (514.9)
Full-year 2009
(1,496.5) (425.8)
Wages and salaries* Payroll taxes
TOTAL
* Of which temporary employee costs
(2,883.2) (250.5)
(2,467.7) (164.4)
(1,922.3) (89.5)
Details of expenses relating to the Groups stock option plans and pension costs are provided in Notes22.2 and 25, respectively.
Faurecia
125
5.4 Research and development costs

(in millions)
Full-year 2011
(759.6) 498.0 178.9 (141.7) 2.1
Full-year 2010
(689.1) 393.5 154.3 (175.5) 13.6
Full-year 2009
(493.2) 361.6 104.4 (161.1) (19.6)
Research and development costs, gross

c Amounts billed to customers and changes in inventories c Capitalized development costs c Amortization of capitalized development costs c Charges to and reversals of provisions for impairment
ofcapitalized development costs
NET EXPENSE
(222.3)
(303.2)
(207.9)
5.5 Depreciation, amortization and provisions for impairment in value of non-current assets
(in millions)
Full-year 2011
(141.7) (20.9) 3.2 (296.3) 2.1
Full-year 2010
(175.5) (19.5) (11.5) (292.7) 13.6
Full-year 2009
(161.1) (12.1) (12.9) (281.3) (19.6)
Amortization of capitalized development costs Amortization of items of property, plant and equipement Depreciation of specic tooling Depreciation and impairment of other items of property, plantand equipment Provisions for impairment of capitalized development costs
TOTAL
(453.6)
(485.6)
(487.0)
NOTE6
OTHER INCOME AND EXPENSE
Other non-operating income and expense are analyzed as follows:
OTHER NON-OPERATING INCOME

(in millions)
Full-year 2011
0.3 0.0 0.0 0.0
Full-year 2010
0.4 84.3 2.5 0.0
Full-year 2009
0.0 0.0 6.9 0.0
Provision for contingencies Badwill from the acquisition of Plastal Germany& Plastal Spain Losses on disposals of assets Other operating income
TOTAL
0.3
87.2
6.9
126
Faurecia
OTHER NON-OPERATING EXPENSES

(in millions)
Full-year 2011
(55.8) 0.0 (2.4)
Full-year 2010
(117.0) 0.0 (6.2)
Full-year 2009
(129.5) 0.0 (11.5)
Reorganization expenses* Losses on disposal of assets Other**
TOTAL
*
(58.2)
(123.2)
(141.0)
As of December31, 2011, this item includes restructuring costs in the amount of 48,7million and provisions for impairment in value of non-current assets in the amount of 7,1million, versus respectively, 104.7million and 12.3million in 2010 and 119.8million and 9.7million in 2009. ** This item includes the cost of acquisition of Emcon and Plastal principally in the amount of 7.6million in 2009 and 5.3million in 2010.
RESTRUCTURING
Reorganization costs (55,8million) include redundancy and site relocation payments for 1,338 people and breakdown by country as follows:
In millions
France Germany USA Other 20.4 14.3 6.8 14.3
Employees
120 205 776 237
TOTAL
55.8
1,338
NOTE7
OTHER FINANCIAL INCOME AND EXPENSE
(in millions)
Full-year 2011
(8.2) (2.3) 0.0 (0.3) 3.3 (0.2) (11.3)
Full-year 2010
(9.6) (0.4) 0.0 3.6 (4.0) 0.0 (15.2)
Full-year 2009
(10.5) (2.9) (1.7) (6.0) (14.8) 0.0 (8.0)
Impact of discounting pension benet obligations Changes in the ineffective portion of currency hedges Changes in fair value of currency hedged relating to debt Changes in fair value of interest rate hedges Translation differences on borrowings Gains on sales of securities Other
TOTAL
(19.0)
(25.6)
(43.9)
Faurecia
127
NOTE8
CORPORATE INCOME TAX
Corporate income tax can be analyzed as follows:

(in millions)
Full-year 2011
Full-year 2010
Full-year 2009
Current taxes
c Current corporate income tax
(97.7)
(85.9)
(42.2)
Deferred taxes
c Deferred taxes for the period c Impairment of deferred tax assets previously recorded
1.8
(3.9)
6.3
Deferred taxes
1.8
(3.9)
6.3
TOTAL
(95.9)
(89.8)
(35.9)
The 2011 tax charge includes for some countries the recognition of deferred income tax assets made possible by more favorable economic perspectives. The income tax rate change in France has not had any impact on the 2011 Group income tax.
8.1 Analysis of the tax charge

The effective corporate income tax charge can be reconciled with the theoretical tax charge as follows:
(in millions)
Full-year 2011
475.4 (171.6) (2.3) 45.1 17.5 79.5 (61.5) 0.0 (2.6) (95.9)
Full-year 2010
303.4 (104.5) 0.0 31.5 20.4 26.2 (103.7) 0.0 40.3 (89.8)
Full-year 2009
(392.7) 135.2 (2.0) (1.4) 10.1 6.6 (183.9) 0.0 (0.5) (35.9)
Pre-tax income of consolidated companies Tax at 36.1% (34.43% in 2009 and 2010) Effect of rate changes on deferred taxes recognized onthebalance sheet Effect of local rate differences Tax credits Use of non-capitalized loss carryforwards Non-capitalized tax losses Impairment of tax carryforwards Permanent differences and others CORPORATE TAX RECOGNIZED
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Faurecia
8.2 Analysis of tax assets and liabilities

(in millions)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Current taxes
c Assets c Liabilities
53.6 (34.9) 18.7
35.2 (31.9) 3.3
14.5 (27.1) (12.6)
Deferred taxes
c Assets* c Liabilities
78.3 (15.5) 62.8
86.2 (29.2) 57.0 40.0
72.0 (7.1) 64.9 45.1
Of which tax assets on tax losses
35.7
Changes in deferred taxes recorded on the balance sheet break down as follows:
(in millions)
2011
57.0 1.8 0.0 4.0 0.0 62.8
2010
64.9 (3.9) 0.0 (4.0) 0.0 57.0
2009
53.2 6.3 0.0 5.4 0.0 64.9
Net amount at the beginning of theyear Deferred taxes for the period carried to income Deferred taxes recognized directly in equity Effect of currency uctuations and other movements Impairment of tax assets carryforwards Net amount at the end of theyear
8.3 Impairment of tax asset carryforwards

(in millions)
Dec. 31, 2011

9.8 8.9 13.2 24.7 187.9 549.5
Dec. 31, 2010

32.6 7.0 9.5 28.1 220.3 505.8
Dec. 31, 2009

5.3 4.6 6.7 12.6 207.9 461.2
N+1 N+2 N+3 N+4 N+5 and above Unlimited
TOTAL
794.0
803.3
698.3
These deferred income tax assets on loss carry forwards are originated mainly from France and the USA.
Faurecia
129
NOTE9
EARNINGS PER SHARE
(in millions)
Full-year 2011
110,368,345
Full-year 2010
110,366,728
Full-year 2009
89,448,504
Number of shares outstanding atyear end(1) Adjustements:

c treasury stock c weighted impact of share issue prorated
(46,872) (583) 110,320,890
(270,814) (2,235,098) 107,860,816
(270,814) (25,843,1 54) 63,334,536
Weighted average number of shares before dilution Weighted impact of dilutive instruments:
c stock options(2) c free shares attributed c bonds with conversion option
(3)
0 2,465,850 6,774,402 119,561,142
0 1,344,500 3,408,805 112,614,121
0 0 11,306,058 74,640,594
WEIGHTED AVERAGE NUMBER OF SHARES AFTER DILUTION
(1) Changes in the number of shares outstanding as of December31 are analysed as follows: As of December31, 2009: Number of Faurecia shares outstanding 89,448,504. Capital increase 20,918,224. As of December31, 2010: Number of Faurecia shares outstanding 110,366,728. Capital increase (bonds converted) 1,617. As of December31,20 11: Number of Faurecia shares outstanding 110,368,345. (2) As of December31, 2011: 1,475,348 stock options were outstanding and exercisable, compared with 1,523,998 as of December31, 2010 and 1,594,223 as of December31, 2009. Taking into account the average Faurecia share price for 2011, none of the stock options have a dilutive impact. (3) Bonds with conversion option have a dilutive effect when the net interest per share deriving from the conversion is less than the basic earnings pershare.
The dilutive impact of the bonds was calculated using the treasury stock method. In relation to stock options, this method consists of comparing the number of shares that would have been issued if all outstanding stock options had been exercised to the number of shares that could have been acquired at fair value (in this case the average Faurecia share price for theyear was 22.89 in 2011).
Earnings per share

Earnings per share break down as follows:
(in millions)
Year 2011
371.3 3.37 3.11
Year 2010
201.7 1.87 1.79
Year 2009
(433.6) (6.85) (6.85)
Net income (Loss) Basic earnings (loss) per share After dilution
130
Faurecia
NOTE10
GOODWILL
(in millions)
Gross
1,550.8 1.6 0.0 (1.8) 1,550.6 178.7 12.6 1,741.9 25.5 3.8 1,771.2
Impairment
(510.6) 0.0 0.0 (0.1) (510.7) 0.0 (0.4) (511.1) 0.0 0.5 (510.6)
Net
1,040.2 1.6 0.0 (1.9) 1,039.9 178.7 12.2 1,230.8 25.5 4.3 1,260.6
Net carrying amount as of December31, 2008 Acquisitions and minority interest buyouts Impairment of goodwill Translation adjustments and other movements Net carrying amount as of December31, 2009 Acquisitions and minority interest buyouts Translation adjustments and other movements Net carrying amount as of December31, 2010 Acquisitions Translation adjustments and other movements Net carrying amount as of December31, 2011 Breakdown of the net amount of goodwill by operating segment:
(in millions)
Dec. 31, 2011

792.4 340.2 31.9 96.1
Dec. 31, 2010

792.4 335.8 6.5 96.1
Dec. 31, 2009

792.6 151.2 0.0 96.1
Automotive Seating Emissions Control Technologies Interior Systems Automotive Exteriors
TOTAL
1,260.6
1,230.8
1,039.9
In accordance with the accounting policies described in Notes1.2 and 1.5, the carrying amount of each CGU to which goodwill has been allocated has been compared to the higher of the CGUs value in use and its market value net of selling costs. Value in use corresponds to the present value of net future cash flows expected to be derived from the CGUs in question. The cash flow forecasts used to calculate value in use were based on the Groups 2012-201 5medium-term Business Plan which was drafted in mid-2011 and adjusted at the end of theyear based on the latest assumptions in the 2012 budget. The volume assumptions used in the 2012-201 5 medium-term plan are based on external information sources. The main assumption affecting value in use is the level of operating income used to calculate future cash flows and particularly the terminal value. The operating margin assumption for 2015 is 5.6% for the Group as a whole. Projected cash flows for the lastyear of the medium-term Business Plan (2015) have been projected to infinity by applying a growth rate determined based on analysts trend forecasts for the automotive market. The growth rate applied for theyear-end 201 1, 201 0 and 2009 tests was 1.5%.
Faurecia called on an independent expert to calculate the weighted average cost of capital used to discount future cash flows. The market parameters used in the experts calculation were based on a sample of 10 companies operating in the automotive supplier sector (seven in Europe and three in the United States). Taking into account these parameters and a market risk premium of 5.5% to 6%, the weighted average cost of capital used to discount future cash flows was set at 9.5% (on the basis of a range of values provided by the independent expert) in 2011 (9% in 2010). This rate was applied for the impairment tests carried out on all of the Groups CGUs. They all bear the same specific risks relating to the automotive supplier sector and the CGUS multinational operation does not justify using geographically different discount rates. The tests performed at year-end 2011 did not show any indication of further impairment in goodwill. The projected discounted cash flows are significantly above the valuation based on the stock value on the market. However, the book value of the capital employed remains below this same value.
Faurecia
131
The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December31, 2011 to determine the value in use of the CGUs to which the Groups goodwill is allocated:
Sensitivity (in millions)

Automotive Seating Emissions Control Technologies Interior Systems Automotive Exteriors
Test income (valuein use netcarrying value)

1,583 1,212 1,480 590
Cash ow discount rate +0.5pt

(193) (129) (140) (53)
Growth rate to innity -0.5pt

(158) (106) (113) (43)
Operating Income for terminal value -0.5pt

(209) (206) (136) (65)
Combination of the3factors
(513) (399) (357) (146)
NOTE11
INTANGIBLE ASSETS
Intangible assets break down as follows:
in millions
Development costs
449.5 104.2 (161.1) (19.6) (3.6) 369.4 154.6 (175.5) 13.6 15.1 377.2 180.2 (148.3) 8.7 (2.7) 415.1
Software andother
20.3 2.6 (12.1) 0.0 16.7 27.5 4.8 (19.5) 0.0 45.2 58.0 6.9 (20.9) 0.0 5.1 49.1
Total
469.8 106.8 (173.2) (19.6) 13.1 396.9 159.4 (195.0) 13.6 60.3 435.2 187.1 (169.2) 8.7 2.4 464.2
NET AS OF JANUARY1, 2009 Additions Funding of amortization provisions Funding of provisions Translation adjustments and other NET AS OF DECEMBER31, 2009 Additions Funding of amortization provisions Funding of provisions Translation adjustments and other NET AS OF DECEMBER31, 2010 Additions Funding of amortization provisions Funding of provisions Translation adjustments and other NET AS OF DECEMBER31, 2011
The carrying amount of development costs allocated to a customer contract as well as the associated specific tooling is compared to the present value of the expected net future cash flows to be derived from the contract based on the best possible
estimate of future sales. The volumes taken into account in Faurecias Business Plans are the best estimates by the Groups Marketing department based on automakers forecasts when available.
132
Faurecia
NOTE12
PROPERTY, PLANT AND EQUIPMENT
(in millions)
Land
58.1 1.0 (1.7) (0.5) (1.2) 0.3 0.4 1.1 57.5 4.3 (2.6)
Buildings
343.1 20.8 (45.2) (49.4) (2.3) 41.9 4.4 52.5 365.8 21.0 (22.5)
Plant, tooling and equipment

703.0 78.1 (171.7) (216.6) (6.9) 166.6 5.2 95.6 653.3 117.1 (110.7)
Specic tooling
23.9 15.4 (1.9) (13.0) (0.2) 1.3 0.2 (1.0) 24.7 8.0 (6.4)
Other property, plant and equipment and property, plant and equipment inprogress
232.7 74.8 (23.4) (16.2) (0.4) 21.5 1.4 (167.1) 123.3 153.9 (22.1)
Total
1,360.8 190.1 (243.9) (295.7) (11.0) 231.6 11.6 (18.9) 1,224.6 304.3 (164.3)
NET AS OF JANUARY1, 2009 Additions (including own work capital)(1) Disposals Funding of depreciation, amortization and impairment provisions Non-recurring impairment losses Depreciation written off on disposals Currency translation adjustments Entry into scope of consolidation& other movements NET AS OF DECEMBER31, 2009 Additions (including own work capital)(1) Disposals Funding of depreciation, amortization and impairment provisions Non-recurring impairment losses Depreciation written off on disposals Currency translation adjustments Entry into scope of consolidation& other movements NET AS OF DECEMBER31, 2010 Additions (including own work capital)(1) Disposals Funding of depreciation, amortization and impairment provisions Non-recurring impairment losses Depreciation written off on disposals Currency translation adjustments Entry into scope of consolidation& other movements NET AS OF DECEMBER31, 2011
(1) Including assets held under finance leases In 2009 21.3 In 2010 4.0 In 2011 5.4
(0.2) 0.0 1.7 1.9 24.5 87.1 1.0 (0.4)
(49.3) (1.8) 19.7 13.2 66.9 413.0 15.0 (19.9)
(232.6) (7.6) 112.6 31.2 284.5 847.8 104.6 (124.3)
(10.8) (0.7) 6.4 0.3 1.1 22.6 20.9 (6.6)
(21.2) (3.2) 22.0 6.7 (54.4) 205.0 309.9 (29.0)
(314.1) (13.3) 162.4 53.3 322.6 1,575.5 451.4 (180.2)
(1.5) (0.2) 0.2 (0.5) (0.7) 85.0
(46.0) (3.3) 20.0 (0.4) 46.6 425.0
(213.2) (3.5) 122.8 (6.2) 138.3 866.3
(11.6) 0.0 6.4 0.5 (1.4) 30.8
(26.5) (0.2) 27.4 (0.8) (159.5) 326.3
(298.8) (7.2) 176.8 (7.4) 23.3 1,733.4
Faurecia
133
Dec. 31, 2011

(in millions)
Dec. 31, 2010 Net

85.0 425.0 866.3 30.8
Dec. 31, 2009 Net

87.1 413.0 847.8 22.6
Gross
95.2 1,051.1 3,127.3 141.1
Depreciation
(10.2) (626.1) (2,261.0) (110.3)
Gross
95.7 1,018.5 3,123.1 129.4
Net
57.5 365.8 653.3 24.7
Land Buildings Plant, tooling and technical equipment Specic tooling Other property, plant and equipment and property, plant and equipment in progress
603.7
(277.4)
326.3
499.0
205.0
123.3
TOTAL Including assets subject toleasenancing
5,018.4 122.7
(3,285.0) (60.6)
1,733.4 62.1
4,865.7 135.4
1,575.5 68.2
1,224.6 44.8
Property, plant and equipment are often specific and dedicated to client programs. Their utilization rates are primarily dependent on the level of activity, with very few exceptions. The utilization rates for equipment are not monitored centrally or systematically.
NOTE13
INVESTMENTS IN ASSOCIATES
AS OF DECEMBER31, 2011
Dividends received by the Group
0.0 0.0 (1.0) 0.0 0.0 0.0 0.0 (1.0) (20.0)
(in millions)
% interest**
50 50 50 50 50 50 50
Group share of equity

5.2 2.7 2.0 3.9 6.1 2.4 5.2 27.5 43.5
Group share of sales

48.8 18.2 5.7 0.0 7.4 0.0 319.7 399.8 2,213.1
Group share of total assets

35.0 7.7 4.0 4.7 14.6 3.3 104.9 174.2 349.2
Teknik Malzeme* Copo IbericaSA Componentes de Vehiculos de GaliciaSA Zhejiang Faurecia Limin Interior& Exterior Systems Company Limited Changchun Huaxiang Faurecia Automotive Plastic ComponentsCoLtd Jinan Faurecia Limin Interior& Exterior Systems Company Limited Others*** TOTAL SAS Group
TOTAL
71.0
(21.0)
2,612.9
523.4
* The company Orcia has been consolidated in Teknik Malzeme. ** Percent interest held by the Company that owns the shares. *** As the Groups share of some companys net equity is negative it is recorded under liabilities as a provision or contingencies and charges.
134
Faurecia
SAS is a joint venture with Continental Automotive GmbH which manufactures full cockpit modules with electronics and circuitry built into the instrument panels.
In 2011, the consolidated financial statements were prepared usingSAS Groups accounts as of December31st, whereas for the years 2010 and 2009 SAS Groups accounts as of September30, were considered in order to meet the Faurecia Groups publication deadlines.
13.1 Change in investments in associates

(in millions)
2011
43.6 (21.0) 33.7 13.8 0.0 0.8 71.0
2010
31.0 (15.0) 18.8 4.8 0.9 3.1 43.6
2009
40.1 (25.0) 11.3 3.9 0.7 0.0 31.0
Group share of equity at beginning of period Dividends Share of net income of associates Change in scope of consolidation Capital increase Currency translation adjustments Group share of equity at end of period
13.2 Group share of nancial items of associates

(in millions)
Dec. 31, 2011

64.6 397.9 60.9
Dec. 31, 2010

39.7 388.0 42.9
Dec. 31, 2009

32.0 331.1 33.0
Fixed assets Current assets Cash and cash equivalents
TOTAL ASSETS Equity Borrowings Other non-current liabilities Non-current nancial liabilities
523.4 63.5 32.4 18.3 409.2
470.6 35.1 18.9 33.7 382.9
396.1 27.1 18.1 24.9 326.0
TOTAL EQUITY AND LIABILITIES
523.4
470.6
396.1
Faurecia
135
NOTE14
OTHER EQUITY INTERESTS
(in millions)
% of share capital
19 21 40
Dec. 31, 2011 Gross

11.9 19.7 5.4
Dec. 31, 2010 Net

11.9 19.7 5.4 3.6
Dec. 31, 2009 Net

0.0
Net
11.0
Changchun Xuyang Industrial Group Amminex Changchun Xuyang Faurecia Acoustics &Soft TrimCo.,Ltd. Faurecia Technology Center IndiaLtd** Faurecia Shin Sung* Faurecia Metalloprodukcia* Other
3.6 4.3 2.4
4.4
1.8
0.7
0.9
TOTAL
* Companies consolidated as of 1/1/2010. ** Companies consolidated as of 1/1/2011.
41.4
38.8
15.3
11.2
NOTE15
OTHER NON CURRENT FINANCIAL ASSETS
Dec. 31, 2011

(In millions)
Dec. 31, 2010 Net

22.6 0.0 12.8
Dec. 31, 2009 Net

17.7 0.1 5.6
Gross
30.8 0.0 13.7
Provisions
(8.2) 0.0 (0.9)
Net
19.4 0.0 8.4
Loans with maturity longer than oneyear Interest rate derivatives Other
TOTAL
44.5
(9.1)
35.4
27.8
23.4
NOTE16
OTHER NON CURRENT ASSETS
This line includes:

(In millions)
Dec. 31, 2011

0.1 16.8
Dec. 31, 2010

0.2 14.3
Dec. 31, 2009

0.0 18.9
Pension plan surpluses Guarantee deposits and other
TOTAL
16.9
14.5
18.9
136
Faurecia
NOTE17
INVENTORIES AND WORK IN PROGRESS
Dec. 31, 2011

(en millions)
Dec. 31, 2010 Net

319.3 345.5 39.8 180.8
Dec. 31, 2009 Net

157.6 160.9 22.1 98.0
Gross
359.0 368.8 42.3 210.4
Provisions
(39.7) (23.3) (2.5) (29.6)
Net
277.4 253.5 38.6 164.5
Raw materials and supplies Engineering, tooling and prototypes Work-in-progress for production Semi-nished and nished products
TOTAL
980.5
(95.1)
885.4
734.0
438.6
NOTE18
TRADE ACCOUNTS RECEIVABLE
Under trade receivables sale programs, the Group can sell a portion of the receivables of a number of its French and other European subsidiaries to a group of financial institutions, transferring substantially all of the risks and rewards relating to the receivables sold to the financial institutions concerned.
The following table shows the amount of receivables sold with maturities beyond December31, 2011, for which substantially all the risks and rewards have been transferred, and which have therefore been derecognized:
(In millions)
Dec. 31, 2011

461.7
Dec. 31, 2010

377.9
Dec. 31, 2009

290.7
Receivables sold and derecognized Individually impaired trade receivables are as follows:
(In millions)
Dec. 31, 2011

1,640.2 (20.0) 1,620.2
Dec. 31, 2010

1,409.6 (21.9) 1,387.7
Dec. 31, 2009

1,047.0 (21.1) 1,025.9
Gross total trade receivables Provision for impairment of receivables TOTAL TRADE ACCOUNTS RECEIVABLE, NET
Given the high quality of Group counterparties, late payments do not represent a material risk. They generally arise from administrative issues. Late payments as of December31, 2011 were 83.9million, breaking down as follows: c 45.6million less than onemonth past due; c 10.6million one to twomonths past due; c 6.9million two to threemonths past due; c 8.8million three to sixmonths past due; c 12.0million more than sixmonths past due.
Faurecia
137
NOTE19
OTHER OPERATING RECEIVABLES
(In millions)
Dec. 31, 2011

116.3
(1)
Dec. 31, 2010

61.6 161.7
Dec. 31, 2009

39.5 131.5
Down payments Other receivables
181.3
TOTAL
(1) Including the following amounts for VAT and other tax receivables
297.6 174.8
223.3 154.9
171.0 127.0
NOTE20
OTHER RECEIVABLES
(In millions)
Dec. 31, 2011

3.7 9.0 53.6 64.9
Dec. 31, 2010

3.5 14.6 35.3 47.3
Dec. 31, 2009

0.1 4.6 14.5 60.7
Short-term portion of loans Prepaid expenses Current taxes Other sundry payables
TOTAL
131.2
100.7
79.9
NOTE21
CASH AND CASH EQUIVALENTS
As of December31, 2011, cash and cash equivalents included current account balances in the amount of 564.3million (versus 532.5million as of December31, 2010 and 292.2million as of December31, 2009) and short-term investments in the amount
of 65.8million (versus 73.3million as of December31, 2010 and 65.6million as of December31, 2009). The carrying amount of marketable securities is almost identical to market value as they are held on a very short term basis.
138
Faurecia
NOTE22
SHAREHOLDERS EQUITY
22.1 Capital
As of December 31, 2011, Faurecias capital stock totaled 772,578,415 divided into 1 10,368,345 fully paid-in shares with a par value of 7 each. The Groups capital is not subject to any external restrictions. Shares which have been registered in the name of the same holder for at least twoyears carry double voting rights. As of December31, 2011, PeugeotSA held 57.43% of Faurecias capital and 72.87% of the voting rights.
22.2 Employee stock options andshare grants

A - STOCK SUBSCRIPTION OPTIONS
Faurecia has a policy of issuing stock options to the executives of Group companies. As of December31, 2011, a total of 1,475,348 stock options were outstanding. The exercise of these options would result in increasing: c the capital stock by 10.3million; c additional paid-in capital by 53million.
Details of the stock subscription option plans as of December31, 2011 are set out in the table below:
Date of Board meeting Date of Shareholders Meeting Adjusted exercise price (in )
June26, 1997 May31, 1994 June5, 1997 June 1, 2001 June1,2001 May 14, 2002 34.40 February22, 2002 47.01 November28, 2002 35.65 April14, 2004 May14, 2002 49.73 April19, 2005 May25, 2004 54.45 April13, 2006 May23, 2005 45.20 April16, 2007 May23, 2005 44.69 April10, 2008 May29, 2007 28.38
Including Adjusted granted to number of senior options executive granted management
Start of exercise period Last exercise date

June27 2002
Options exercised
Adjusted number ofoptions Options outstanding as cancelled of 12/31/2011
63,180
17,550
June25, 2012 February23 2006
36,855
19,305
7,020
411,489
81,315 February22, 2012 November29 2006
32,994
135,369
243,126
315,315
118,170 November27 2012 April14 2008
106,583
134,105
74,627
313,560
127,530
April13 2014 April18, 2009
149,760
163,800
321,750
142,740
April18, 2015 April12, 2010
1 25,775
195,975
340,800
168,000
April12, 2016 April17, 2011
135,600
205,200
346,200
172,800
April17, 2017 April10, 2012
85,200
261,000
357,000
174,000
April10, 2016
32,400
324,600
TOTAL
1,475,348
Faurecia
139
Movements in the aggregate number of options under all of the plans in force were as follows:
(in millions)
2011
1,523,998 0 0 0 (48,650)
2010
1,594,223 0 0 0 (70,225)
2009
1,435,183 256,093 0 0 (97,053)
Total at beginning of the period Adjustment related to the capital increase Options granted Options exercised Options cancelled and expired
TOTAL
1,475,348
1,523,998
1,594,223
In accordance with IFRS2, the six plans issued since November7, 2002 have been measured at fair value as of the grant date. The measurement was performed using the Black& Scholes option pricing model based on the following assumptions:
11/28/2002 plan
Option exercise price (asofthegrant date) in euros* Share price (asofthegrantdate) in euros Option vesting period Expected share dividend Zero coupon rate Expected share price volatility
* Adjusted following the capital increase.
04/14/2004 plan
49.73 58.45 4years 2% 3.33% 40%
04/19/2005 plan
54.45 62.05 4years 2% 2.93% 40%
04/13/2005 plan
45.20 53.15 4years 1.5% 3.50% 30%
04/16/2007 plan
44.69 56.15 4years 0.00% 4.41% 30%
04/10/2008 plan
28.38 33.10 4years 0.00% 3.86% 30%
35.65 41.82 4years 2% 3.57% 40%
The fair value of the option is amortized over the vesting period, with a corresponding adjustment to equity. The related expense in 2011 totaled 1.5million, compared with 2million in 2010.
C - FREE SHARES ATTRIBUTED

In 2010 Faurecia implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions. The fair value of this plan has been measured by reference to the market price of Faurecias shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. The corresponding expense will be deferred and recognized over the share vesting period. The amount recognized in expenses for the period is 9.6million, compared with 2.6million in 2010.
B - STOCK PURCHASE OPTIONS

From 1999 to 2001, Faurecia granted stock options to executives of Group companies and their over 50%-owned subsidiaries. As of December 31, 2011, no stock purchase options are outstanding.
140
Faurecia
Details of the share grant plans as of December31, 2011 are set out in the table below:
Maximum number of free shares that can be granted for Date of Shareholders Meeting Date of Board meeting
June23, 2010 February8, 2010 May26, 2011 July21, 2010 July25, 2011
reaching the objective

662,000 682,500 718,000
exceeding the objective

860,600 887,250 933,400
Performance condition
2011 pretax income target as stated in mid term plan when granted 2012 pretax income target as stated in mid term plan when granted 2013 pretax income target as stated in mid term plan when granted
22.3 Treasury stock

As of December31, 2011, Faurecia held 46,872 shares of treasury stock. The cost of the shares held in treasury stock as of December31, 2011 totaled 1.7million, representing an average cost of 36.79 per share.
NOTE23
MINORITY INTERESTS
Changes in minority interests were as follows:

(in millions)
2011
87.7 1.2 2.9 42.0 (26.7) 6.4 113.5
2010
45.8 4.2 9.1 30.7 (6.0) 3.9 87.7
2009
40.6 0.0 0.0 16.3 (9.3) (1.8) 45.8
Balance as of January1 Increase in minority shareholder interests Other changes in scope of consolidation Minority interests in net income for theyear Dividends paid to minority interests Translation adjustments BALANCE AS OF DECEMBER31
Faurecia
141
NOTE24
LONG AND SHORT TERM PROVISIONS
24.1 Long-term provisions

LONG-TERM PROVISIONS
(in millions)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Provisions for pensions and other employee obligations Pension obligations Long-service awards Healthcare costs 162.4 20.6 32.8 215.8 Provisions for early retirement costs 3.0 157.3 20.9 33.1 211.3 3.2 143.2 19.2 26.3 188.7 5.2
TOTAL LONG-TERM PROVISIONS
218.8
214.5
193.9
CHANGES IN LONG-TERM PROVISIONS

(in millions)
Dec. 31, 2011

214.5 0.0 1.9 22.3 (7.3) (12.6) 218.8
Dec. 31, 2010

193.9 25.8 4.4 26.2 (19.5) (16.3) 214.5
Dec. 31, 2009

193.6 0.0 1.8 22.1 (15.4) (8.2) 193.9
Balance of provisions at beginning ofyear Changes in scope of consolidation Other movements Funding (or reversal) of provision Expenses charged to the provision Payments to external funds BALANCE OF PROVISIONS AT END OFYEAR
142
Faurecia
24.2 Short-term provisions

SHORT-TERM PROVISIONS
(in millions)
Dec. 31, 2011

123.8 96.9 38.6 63.0
Dec. 31, 2010

169.2 123.5 43.9 80.0
Dec. 31, 2009

157.8 56.7 47.4 58.4
Restructuring Risks on contracts and customer warranties Litigation Other
TOTAL SHORT-TERM PROVISIONS Changes in these provisions in 2011 were as follows:
322.3
416.6
320.3
(in millions)
Balance asof Dec.31, 2010

169.2 123.5 43.9 80.0
Additions
46.9 6.7 10.5 12.4
Expenses charged
(89.1) (56.7) (15.7) (24.4)
Reversals*
(2.4) (1.2) 0.0 (1.5)
sub-total changes
(44.6) (51.2) (5.2) (13.5)
Change in scope of consolidation ond other changes

(0.8) 24.6 (0.1) (3.5)
Balance asof Dec.31, 2011

123.8 96.9 38.6 63.0
Restructuring Risks on contracts and customer warranties Litigation Other provisions
TOTAL
* Surplus provisions.
416.6
76.5
(185.9)
(5.1)
(114.5)
20.2
322.3
LITIGATION
In the normal course of business, the Group may be involved in disputes with its customers, suppliers, tax authorities in France or abroad, or other third parties. Faurecia Systmes dchappement is subject to a claim concerning electrostatic filtration which has been brought before the courts following its unsuccessful cooperation with a service provider. On June24, 201 1, the Paris Tribunal de Grande Instance (district court of first instance) rendered a judgment favourable to Faurecia. The opposing party has served notice of its decision to appeal the judgment. No date has yet been settled by the Cour
dAppel (court of appeal). Suzuki has initiated a procedure of international arbitration against Faurecia Innenraum Systeme alleging delivery of defective products. The Group has filed its arguments in defence with the arbitral tribunal. A first hearing is scheduled for February10, 2012. This claim had already been provisioned for the amount below franchise and for associated uninsured costs. The Group considers that the residual risks and impact of these proceedings are not material. There are no other claims or litigation in progress or pending that are likely to have a material impact on the Groups consolidated financial position.
Faurecia
143
NOTE25
PROVISIONS FOR PENSIONS AND OTHER POST EMPLOYMENT BENEFITS
25.1 Benet obligations

(in millions)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Present value of projected obligations

c Pension benet obligations c Long-service awards c Healthcare costs
290.7 20.6 50.8 362.1
270.3 20.9 48.4 339.6
222.9 19.2 36.5 278.6
TOTAL Value of plan assets

c Provisions booked in the accounts c External funds (market value) c Plan surplus
(1)
215.8 104.5 (0.1) 41.9
211.3 101.6 (0.2) 26.9
188.7 83.6 0.0 6.3
c Actuarial gains and losses
TOTAL
(1) Pension plan surpluses are included in Other non-current assets.
362.1
339.6
278.6
25.2 Pension benet obligations

A - DESCRIPTION OF THE PLANS
In addition to the pension benefits provided under local legislation in the various countries where Group companies are located, Group employees are entitled to supplementary pension benefits and retirement bonuses.
B - ASSUMPTIONS USED
The Groups obligations under these plans are determined on an actuarial basis, using the following assumptions: c retirement age between 62 and 65 for employees in France; c staff turnover assumptions based on the economic conditions specific to each country and/or Group company; c mortality assumptions specific to each country; c estimated future salary levels until retirement age, based on inflation assumptions and forecasts of individual salary increases for each country; c the expected long-term return on external funds; c discount and inflation rates (or differential) based on local conditions.
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Faurecia
The main actuarial assumptions used in the past threeyears to measure the pension liability are as follows:
(in %)
Euro Zone
United Kingdom
United States
DISCOUNT RATE 2011 2010 2009 INFLATION RATE 2011 2010 2009 EXPECTED RETURN ON PLAN ASSETS 2011 2010 2009 3.17% 3.09% 3.20% 6.82% 6.85% 7.76% 7.50% 7.50% 7.50% 2.00% 2.00% 2.00% 2.69% 3.45% 3.50% 2.00% 1.50% 2.70% 4.50% 4.15% 5.00% 5.00% 5.54% 5.83% 4.99% 5.35% 5.75%
C - INFORMATION ON EXTERNAL FUNDS

External funds are invested as follows:
2011
(in %)
2010 Bonds
86% 39% 41%
2009 Bonds
85% 38% 36%
Equities
14% 61% 59%
Equities
15% 62% 64%
Equities
11% 69% 63%
Bonds
89% 31% 37%
France United Kingdom United States
D - PROVISIONS FOR PENSION LIABILITIES RECOGNIZED ON THE BALANCE SHEET

2011
(in millions)
2010 Total
157.1
2009 Total
143.2
France
76.7
Abroad*
80.4
France
77.0
Abroad
66.2
France
71.0
Abroad
68.6
Total
139.6
BALANCE OF PROVISIONS ATBEGINNING OFYEAR Effect of changes in scope of consolidation (provision net of plan surpluses) Additions Expenses charged totheprovision Payments to external funds Other movements BALANCE OF PROVISIONS AT END OFYEAR
*
0.0 7.5 (0.2) (4.1) 0.9 80.8
0.0 8.7 (2.1) (5.8) 0.3 81.5
0.0 16.2 (2.3) (9.9) 1.2 162.3
0.2 7.7 (1.7) (6.5) 0.0 76.7
17.4 8.7 (7.2) (6.7) 2.0 80.4
17.6 16.4 (8.9) (13.2) 2.0 157.1
0.0 9.8 (1.7) (2.1) 0.0 77.0
0.0 5.9 (3.1) (6.1) 0.9 66.2
0.0 15.7 (4.8) (8.2) 0.9 143.2
The provision for 81,5million on December31, 2011 relates mainly to Germany (71,6million).
Faurecia
145
E - CHANGES IN PENSION LIABILITIES

Dec. 31, 2011
(in millions)
Dec. 31, 2010 Total France Abroad Total France
Dec. 31, 2009 Abroad Total
France
Abroad
PROJECTED BENEFIT OBLIGATION At beginning of the period Service costs Annual restatement Benets paid Restatement differences Other movements (including translation adjustment) Curtailments and settlements Effect of closures and plan amendments AT THE END OF THE PERIOD VALUE OF PLANT ASSETS At beginning of the period Expected return on plan assets Restatement differences Other movements (including translation adjustment) Employer contributions Benets paid Curtailments and settlements Effect of closures and plan amendments AT THE END OF THE PERIOD DEFERRED ITEMS At beginning of the period New deferred items Amortization of deferred items Other movements (including translation adjustment) Curtailments and settlements Effect of closures and plan amendments AT THE END OF THE PERIOD BALANCE OF PROVISIONS ATTHE END OF THEYEAR
* Of which 78,9million for Germany.
88.7 4.8 3.9 (4.0) 8.6 0.9 (0.3) 0.0 102.6
181.6 4.6 8.0 (8.0) (1.3) 3.2 0.0 0.0 188.1*
270.3 9.4 11.9 (12.0) 7.3 4.1 (0.3) 0.0 290.7
80.4 4.5 4.2 (5.2) 5.2 0.2 (0.6) 0.0 88.7
142.5 4.0 8.5 (11.3) 10.9 27.0 0.0 0.0 181.6
222.9 8.5 12.7 (16.5) 16.1 27.2 (0.6) 0.0 270.3
97.1 6.7 5.7 (8.4) (18.3) 0.0 (2.4) 0.0 80.4
129.0 2.2 7.5 (6.4) 8.6 1.6 0.0 0.0 142.5
226.1 8.9 13.2 (14.8) (9.7) 1.6 (2.4) 0.0 222.9
15.9 0.4 (0.3) 0.0 4.1 (3.8) 0.0 0.0 16.3
85.6 5.5 (5.5) 2.6 5.8 (5.8) 0.0 0.0 88.2
101.5 5.9 (5.8) 2.6 9.9 (9.6) 0.0 0.0 104.5
12.6 0.3 0.0 0.0 6.5 (3.5) 0.0 0.0 15.9
71.0 5.1 0.8 6.1 6.7 (4.1) 0.0 0.0 85.6
83.6 5.4 0.8 6.1 13.2 (7.6) 0.0 0.0 101.5
17.1 0.6 (0.6) 0.0 2.1 (6.6) 0.0 0.0 12.6
58.1 3.9 4.9 1.3 6.1 (3.3) 0.0 0.0 71.0
75.2 4.5 4.3 1.3 8.2 (9.9) 0.0 0.0 83.6
(3.9) 8.9 (0.1) 0.0 0.5 0.0 5.4 80.9
15.6 4.2 (1.4) 0.3 (0.2) 0.0 18.5 81.4
11.7 13.1 (1.5) 0.3 0.3 0.0 23.9 162.3
(9.2) 5.2 (0.4) 0.0 0.5 0.0 (3.9) 76.7
5.3 10.1 (1.4) 1.5 0.1 0.0 15.6 80.4
(3.9) 15.3 (1.8) 1.5 0.6 0.0 11.7 157.1
9.0 (17.8) (0.2) 0.0 (0.2) 0.0 (9.2) 77.0
2.3 3.6 (0.1) (0.5) 0.0 0.0 5.3 66.2
11.3 (14.2) (0.3) (0.5) (0.2) 0.0 (3.9) 143.2
146
Faurecia
F - PERIODIC PENSION COST

Period pension cost is recognized c in operating income for the portion relating to service cost and amortization of deferred items; c in Other financial income and expenses for restatement of vested rights and the expected return on external funds. Period pension cost break down as follows:
2011 France
Service costs Restatement of projected benets Change in top-up scheme Expected return on plan assets Curtailment and settlements Amortization of deferred differences (4.8) (3.9) 0.0 0.4 0.9 (0.1)
2010 Total
(9.4) (11.9) 0.0 5.9 0.7 (1.5)
2009 Total
(8.5) (12.7) 0.0 5.4 1.2 (1.8)
Abroad
(4.6) (8.0) 0.0 5.5 (0.2) (1.4)
France
(4.5) (4.2) 0.0 0.3 1.1 (0.4)
Abroad
(4.0) (8.5) 0.0 5.1 0.1 (1.4)
France
(6.7) (5.7) 0.0 0.6 2.2 (0.2)
Abroad
(2.2) (7.5) 0.0 3.9 0.0 (0.1)
Total
(8.9) (13.2) 0.0 4.5 2.2 (0.3)
TOTAL
(7.5)
(8.7)
(16.2)
(7.7)
(8.7)
(16.4)
(9.8)
(5.9)
(15.7)
a) The supplementary pension scheme for all managerial employees in France comprises: c a defined contribution plan financed entirely by Faurecia whose contribution rate varies depending on salary tranches A or B applies; c a defined benefit plan relating to salary tranche C. b) In France, when calculating its pension liability as of December31, 2011, the Group has used only voluntary retirement assumptions beginning at 62years of age for non-management employees and at 65years of age for management. c) In France, pension liability increased by 13.9million atyearend compared to 2010. This increase breaks down as follows: c +8.7million relating to service cost and interest cost for 2011; c -4.0million relating to lump-sum retirement bonuses and rights to capital for supplementary pension schemes; c -0.3million relating to headcount reduction plans in 2011; c +1.9million relating to increased lump-sum retirement bonuses according to the rates in the metallurgical collective labor agreement;
c +7.6million resulting from actuarial gains and losses, including -3.9million relating to the discount rate, +9.9million relating to experience and +1.6million for other assumptions.
G - RETIREMENT PENSION LIABILITIES: SENSITIVITY TO CHANGES IN THE DISCOUNT RATE IN MAIN PERIMETERS
The impact of a 0.25 percentage point increase in the discount rate for: c total service cost for the period would be for France a 3.26% decrease and for Germany a 5.18% decrease; c the projected benefit obligation would be for France a 2.63% decrease and for Germany a 3.92% decrease.
25.3 Long-service awards

The Group evaluates its liability for the payment of longservice awards, given to employees based on certain seniority requirements. The Group calculates its liability for the payment of long-service awards using the same method and assumptions as for its pension liability. Provisions for long-service awards have been set aside as follows:
(in millions)
Dec. 31, 2011

6.6 14.0
Dec. 31, 2010

6.9 14.0
Dec. 31, 2009

8.5 10.7
French companies Foreign companies
TOTAL
20.6
20.9
19.2
Faurecia
147
25.4 Healthcare costs

In addition to pension plans, some Group companies mainly in the United States cover the healthcare costs of their employees. The related liability can be analyzed as follows:
(in millions)
Dec. 31, 2011

32.8
Dec. 31, 2010

33.1
Dec. 31, 2009

26.3
Foreign companies
TOTAL
32.8
33.1
26.3
The impact of a one percentage point increase in healthcare cost trend rates would be: c a 11% rise in total service cost for the period and financial expenses; c a 10% rise in the projected benefit obligation.
The impact of a one percentage point decrease in medical cost trend rates would be: c a 9% decrease in total service cost for the period and financial expenses; c a 9% decrease in the projected benefit obligation. Expenses recognized in connection with this liability break down as follows:
EXPENSES RECOGNIZED
(in millions)
Dec. 31, 2011

(2.7) (2.2) 0.0 (1.4)
Dec. 31, 2010

(3.1) (2.4) 0.0 (1.0)
Dec. 31, 2009

(2.5) (1.9) (0.3) 0.3
Service cost Interest cost* Curtailment Amortization of deferred differences
TOTAL
* Interest cost is recorded under Other financial income and expenses.
(6.3)
(6.5)
(4.4)
148
Faurecia
NOTE26
NET DEBT
26.1 Detailed breakdown

(in millions)
Dec. 31, 2011

543.6 655.8 0.0 5.0 29.8 5.9 1,240.1 36.0 573.7 0.0 5.9 615.6
Dec. 31, 2010

191.8 726.1 142.0 5.7 37.0 12.3 1,114.9 78.7 608.0 0.4 0.6 687.7
Dec. 31, 2009

183.7 869.1 128.0 6.3 29.4 15.7 1,232.2 36.2 486.6 0.0 5.4 528.2
Bonds Bank borrowings PSA loan Other borrowings Obligations under nance lease Non-current derivatives SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES Current portion of long term debt Short-term borrowings Payments issued (a) Current derivatives SUB-TOTAL CURRENT FINANCIAL LIABILITIES
(2) (1)
TOTAL Derivatives classied under non-current and current assets Cash and cash equivalents (b) NET DEBT Net cash and cash equivalent (b)-(a)
(1) Including bank overdrafts.
1,855.7 (1.5) (630.1) 1,224.1 630.1 137.2
1,802.6 0.0 (605.8) 1,196.8 605.4 162.7
1,760.4 (1.4) (357.8) 1,401.2 357.8 128.0
(2) Payments awaiting clearance by the bank as they fall due on a non-banking day The contra-entry is an increase in cash and equivalents under assets.
26.2 Maturities of long-tem debt

(In millions)
2013
0.0 52.0 0.0 2.5 7.9
2014
0.0 531.3 0.0 1.3 2.3
2015
195.4 3.3 0.0 0.7 2.4
2016
348.2 41.3 0.0 0.3 2.1
2017 and beyond

0.0 27.9 0.0 0.2 15.1
Total
543.6 655.8 0.0 5.0 29.8
Bonds Bank borrowings PSA loan Other borrowings Obligation under nance leases
TOTAL AS OF DEC. 31, 2011
62.4
534.9
201.8
391.9
43.2
1,234.2
Faurecia
149
26.3 Financing
Faurecia has implemented a new long term financing plan through a 350million bond issue and the anticipated renewal of its syndicated bank loan for 1,150million. Finally, a private placement has been issued in Germany for 58 million in October2011. Taking advantage of this refinancing, the current amount of the 250million loan granted by PSA Peugeot Citron, correlated to the previous syndicated bank loan, has been fully reimbursed for 121million. This loan has been simultaneously cancelled. The syndicated bank loan implemented on December20, 201 1 is divided into a 690million tranche expiring in November2014, benefiting from two options to extend the expiration to November 2015 and November 2016, and a 460 million tranche expiring in November2016. As of December31, 2011 the undrawn portion of this credit facility was 660million. The contracts relating to this credit facility include covenants, concerning compliance with consolidated financial ratios. The compliance with these ratios is a condition to the availability of this credit facility. As of December31, 2011, the Group complied with all of these ratios, of which the amounts are presented below: c net debt*/EBITDA** <2.50; c EBITDA**/net interests >4,50. Furthermore, this credit facility includes some restrictive clauses on asset disposals (any disposal representing over 15% of the Groups total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries. On November9, 2011 Faurecia issued 350million worth of bonds, due December15, 2016. The bonds bear annual interest
of 9.375% payable on June15 and December15 eachyear, as from June15, 2012; they have been issued at 99.479% of the nominal value and are listed on the Luxemburg stock exchange. They also include a covenant restricting the additional indebtness if the EBITDA after some adjustments is lower than 2.5 times the gross interest costs, and restrictions on the debt similar to the ones of the syndicated credit loan. The costs related to the bond issue are expensed in P&L on the life time of the bonds. The syndicated bank loan as well as the bond benefit from guarantees from some group affiliates. On November26, 2009 Faurecia issued 211.3million worth of OCEANE bonds convertible into or exchangeable for new or existing shares, due January1, 2015. The bonds mature on January1, 2015 and bear annual interest of 4.50% payable on January1 eachyear, as from January1, 2011. Each bond has a nominal value of 18.69. Subject to certain conditions, Faurecia may redeem the bonds early, at any time beginning on January15, 2013, at a price equal to their par value plus accrued interest, provided that all of the outstanding bonds are redeemed. The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption include a change of control clause relating to PSA. In conformity with IAS39, the fair value of OCEANE bonds is calculated based on two components, a liability component, calculated based on prevailing market interest rates for similar bonds with no conversion option, and a conversion option component, calculated based on the difference between the fair value of the OCEANE bonds and the liability component. Upon issue these two components were 184.3million and 23.3million, respectively. As of December31, 2011 the liability component was 194.1million, before hedging.
(*) Adjusted net debt = consolidated net debt + adjustments for certain obligations undertaken, based on definitions provided in the credit facility agreement (e.g.mortgages or collateralized liabilities). (**) Operating income plus depreciation, amortization and funding of provisions for impairment of property, plant and equipment and intangible assets, corresponding to the past twelve months.
150
Faurecia
The Groups global contractual maturity schedule as of December31, 2011 breaks down as follows:
Carrying Amount
(in millions)
Remaining contractal maturities Total

35.4 16.9 1.5 1,620.2 630.1 1.5 1,596.6 630.1 20.4 3.2
Assets Liabilities
35.4 16.9 1.5 1,620.2 630.1
0-3 months
3-6 months
6-12 months
1-5 years
35.4 16.9
>5 years
Other non-current nancial assets Loans and receivables Other current nancial assets Trade accounts receivables Cash and non cash equivalents Interests on other long term borrowings Syndicated credit facility Bonds 2011 2009 OCEANE Other Obligations under nance leases (ST portion) Other current nancial liabilities Trade accounts payable Bonds (excluding interest) 2009 OCEANE Bonds 2011 Bank borrowings Syndicated credit Facility Other PSA loan Other borrowings Obligations under nance leases (LTportion) Interest rate derivatives
c o/w cash ow hedges c o/w derivatives not qualifying for
(0.4) (4.7)
(51.3) (165.0) (28.7)
(4.3)
(4.3) (16.6)
(8.6) (16.7) (9.6)
(34.1) (131.7) (19.1) (8.0)
(16.0) (14.2) (574.4)
(13.7) (14.2) (574.4)
(2.2) (10.8) (543.9)
(1.4) (1.2) (16.4) (35.7)
(2.1) (2.2) (14.1) (10.8)
(2,762.0) (2,762.1) (2,715.6)
(195.4) (348.2)
(211.3) (350.0)
(211.3) (350.0)
(490.0) (165.8) 0.0 (5.0) (29.8) 0.0 (6.9) (5.5) (1.4) 1.5 1.5 (18.4) (5.0) (13.5) 0.1
(490.0) (165.8) 0.0 (5.0) (29.7) (5.4) (4.1) (1.3) (17.1) (3.6) (13.5) 0.1 (1.0) (0.7) (0.3) (9.8) (3.6) (6.2) (5.5) (1.8) 0.1 (1.0) (0.7) (0.3) (5.5) (2.1) (1.4) (0.7) (1.8)
(490.0) (165.8)
(4.9) (14.7) (1.3) (1.3)
(0.1) (15.0) 0.0
hedge accounting under IFRS Currency hedges

c o/w fair value hedges c o/w cash ow hedges c o/w derivatives not qualifying for
0.0
0.0
hedge accounting under IFRS
TOTAL
2,305.6 (4,631.2) (2,579.6) (1,059.4)
(61.7)
(64.8) (1,378.6)
(15.1)
Faurecia
151
26.4 Securitization and factoring programs

Part of Faurecias financing requirements are met through receivables sale programs (see Note18). In December2011, financing under these programs corresponding to the cash received as consideration for the receivables sold totaled 535.2million, versus 524.5million as of December31, 2010.
(in millions)
Dec. 31, 2011

571.5 (36.3) 535.2 (461.7)
Dec. 31, 2010

566.8 (42.3) 524.5 (377.9)
Dec. 31, 2009

481.5 (40.7) 440.8 (290.7)
Financing Guarantee reserve deducted from borrowings Cash received as consideration for receivables sold Receivables sold and derecognized
26.5 Analysis of borrowings

As of December31, 2011, the floating rate portion was 67.7% of borrowings before taking into account the impact of hedging. Derivatives have been set up to partially hedge interest payable on variable rate borrowings against increases in interest rates (see Note30.2).
(in millions)
Dec. 31, 2011

1,255.8 599.9 67.7% 32.3%
Variables rate borrowings Fixed rate borrowings
TOTAL
1,855.7
100.0
Borrowings, taking into account exchange rate swaps, break down by repayment currency as follows:
(in millions)
Dec. 31, 2011

1,431.3 290.0 134.4 77.2% 15.6% 7.2%
Dec. 31, 2010

1,472.7 279.6 50.3 81.7% 15.5% 2.8%
Dec. 31, 2009

1,233.2 242.6 215.8 72.9% 14.3% 12.8%
Euros US Dollar Other currencies
TOTAL
1,855.7
100,0%
1,802.6
100,0%
1,691.6
100,0%
In 2011, the weighted average interest rate on gross outstanding borrowings was 4.42%.
152
Faurecia
NOTE27
ACCRUED TAXES AND PAYROLL COSTS
(in millions)
Dec. 31, 2011

242.9 135.8 15.2 113.7
Dec. 31, 2010

226.2 121.9 2.4 102.3
Dec. 31, 2009

181.7 106.2 1.2 82.6
Accrued payroll costs Payroll taxes Employee prot-sharing Other accrued taxes and payroll costs
TOTAL
507.6
452.8
371.7
NOTE28
SUNDRY PAYABLES
(in millions)
Dec. 31, 2011

64.4 24.0 34.9 38.6 13.4
Dec. 31, 2010

54.0 47.4 32.0 22.3 1.8
Dec. 31, 2009

19.2 47.2 27.1 29.7 0.0
Due to suppliers of non-current assets Prepaid income Current taxes Other Currenciy derivatives for operations
TOTAL
175.3
157.5
123.2
Faurecia
153
NOTE29
FINANCIAL INSTRUMENTS
29.1 Financial instruments recorded in the balance sheet

FINANCIAL INSTRUMENTS RECORDED IN THE BALANCE SHEET
Dec. 31, 2011 Financial assets/ liabilities at fair value through prot or loss(2) Breakdown by category of instrument(1) Financial assets/ liabilities at fair value through equity(2)
(in millions)
Carrying amount
38.8 35.4 1,620.2 297.6 131.2 1.5
Fair value
38.8 35.4 1,620.2 297.6 131.2 1.5 0.0
Available for-Sale Loans and assets receivables

38.8 35.4 1,620.2 297.6 131.2
Financial liabilities measured at amortized cost
Other equity interests Other non-current nancial assets Trade accounts receivables Other operating receivables Other receivables and prepaid expenses Currency derivatives Interest rate derivatives Cash and cash equivalent FINANCIAL ASSETS Long-term debt* Short-term debt Prepayments from customers Trade payables Accrued taxes and payroll costs Sundry payables Currency derivatives Interest rate derivatives FINANCIAL LIABILITIES
1.5 0.0 630.1 631.6 0.0 38.8 2,084.4 0.0 1,234.2 615.6 138.5 2,762.0 507.6 175.3 5.0 2.9 7.9 13.4 4.0 17.4 0.0 3,583.4 1,849.8
630.1 2,754.8 1,234.2 615.6 138.5 2,762.0 507.6 175.3 18.4 6.9 5,458.5
630.1 2,754.8 1,270.0 615.6 138.5 2,762.0 507.6 175.3 18.4 6.9 5,494.3
(1) No financial instruments were transferred between categories in 2011. (2) All of the instruments in this category are financial assets or liabilities designated as measured at fair value through profit or loss on initial recognition, in accordance with the criteria set out in Note1.6. * The market value of OCEANE was established on the base of the end of year valuation (December31, 2011) of 20.1, at 227.2million. In the balance sheet, OCEANE is recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other, as a registered component of shareholders equity that represents the value of the conversion option.
154
Faurecia

(in millions)
Carrying amount
15.3 27.8 1,387.7 223.3 100.7 0.0 0.0 605.8 2,360.6 1,102.5 687.1 87.8 2,419.9 452.8 155.7 1.9 12.8 4,920.5
Fair value
15.3 27.8 1,387.7 223.3 100.7 0.0 0.0 605.8 2,360.6 1,102.5 687.1 87.8 2,419.9 452.8 155.7 1.9 12.8 4,920.5
Availablefor-sale assets
15.3
Loans and receivables
Other equity interests Other non-current nancial assets Trade accounts receivables Other operating receivables Other receivables and prepaid expenses Currency derivatives Interest rate derivatives Cash and cash equivalent FINANCIAL ASSETS Long-term debt* Short-term debt Prepayments from customers Trade payables Accrued taxes and payroll costs Sundry payables Currency derivatives Interest rate derivatives FINANCIAL LIABILITIES
27.8 1,387.7 223.3 100.7 0.0 0.0 605.8 605.8 0.0 15.3 1,739.5 0.0 1,102.5 687.1 87.8 2419.9 452.8 155.7 1.3 3.3 3.3 9.5 10.8 0.0 3,116.2 1,790.2 0.6
(1) No financial instruments were transferred between categories in 2010 or 2009. (2) All of the instruments in this category are financial assets or liabilities designated as measured at fair value through profit or loss on initial recognition, in accordance with the criteria set out in Note1.6. * The market value of OCEANE was established on the base of the end ofyear valuation (December31, 2010) of 24.2, at 273.6million. In the balance sheet, OCEANE is recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other, as a registered component of shareholders equity that represents the value of the conversion option.
Faurecia
155

(in millions)
Carrying amount
11.2 23.3 1,025.9 171.0 79.9 1.7 0.2 357.8 1,671.0 1,216.5 528.7 80.8 1,730.6 371.7 123.2 0.0 17.7 4,069.2
Fair value
11.2 23.3 1,025.9 171.0 79.9 1.7 0.2 357.8 1,671.0 1,216.5 528.7 80.8 1,730.6 371.7 123.2 0.0 17.7 4,069.2
Availablefor-sale assets
11.2
Other equity interests Other non-current nancial assets Trade accounts receivables Other operating receivables Other receivables and prepaid expenses Currency derivatives Interest rate derivatives Cash and cash equivalents FINANCIAL ASSETS Long-term debt* Short-term debt Prepayments from customers Trade payables Accrued taxes and payroll costs Sundry payables Currency derivatives Interest rate derivatives FINANCIAL LIABILITIES
23.3 1,025.9 171.0 79.9 1.2 0.2 357.8 359.2 0.5 11.2 1,300.1 0.0 1,216.5 528.7 80.8 1730.6 371.7 123.2 0.0 7.6 7.6 10.1 10.1 0.0 2,306.3 1,745.2 0.0 0.5 0.0 0.0
(1) No financial instruments were transferred between categories in 2010 or 2009. (2) All of the instruments in this category are financial assets or liabilities designated as measured at fair value through profit or loss on initial recognition, in accordance with the criteria set out in Note1.6. * The market value of Oceane was established on the base of the end ofyear valuation (December31, 2009) of 18.95, at 214.25million. In the balance sheet, Oceane is recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other, as a registered component of shareholders equity that represents the value of the conversion option.
The main measurement methods applied are as follows: c items accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank;
c financial assets are primarily recognized at amortized cost calculated using the effective interest rate method; c the fair value of trade receivables and payables related to manufacturing and sales operations corresponds to their carrying value in view of their very short maturities.
156
Faurecia
THE IMPACT OF FINANCIAL INSTRUMENTS ON INCOME

2011 Breakdown by category of instrument Financial assets available for sale Payables at cost amortized
(in millions)
Impact Income
(0.2)
Fair trought income
Instruments derivatives
(0.2)
Translation differences on commercial transactions Income on loans, cash investments and marketable securities Finance costs Other nancial income and expenses Net income (expense)
10.6 (109.1) (19.0) (117.7)
10.6 (109.1) (16.4) 10.6 0.0 (16.4) (109.1) (2.6) (2.8)
2010
Breakdown by category of instrument Financial assets available for sale Payables at cost amortized
(in millions)
Impact Income
0.3
Fair trought income

(0.1)
0.4
8.1 (98.7) (25.6) (115.9)
8.1 (98.7) (28.9) 8.1 0.0 (29.0) (98.7) 3.3 3.7
2009
Breakdown by category of instrument Financial assets available for sale Payables at cost amortized
(in millions)
Impact Income
0.1
Fair trought income

2.4
(2.3)
12.3 (135.3) (10.2) (133.1)
12.3 (135.3) 0.4 12.3 0.0 2.8 (135.3) (10.6) (12.9)
Faurecia
157
As of December31, 2011, movements in provisions for impairment break down as follows by category of financial asset:
(in millions)
Balance as of Dec.31,2010
(21.9) (2.6) (8.0) (1.5)
Additions
(8.4) 0.0 (0.1) 0.0
Utilizations
10.2 0.0 0.6 0.3
Reversals (surplus provisions)

0.0 0.0 0.0 0.0
Change in scope of consolidation and other changes

0.1 0.0 (1.6) 0.0
Balance as of Dec.31,2011
(20.0) (2.6) (9.1) (1.2)
Doubtful accounts Shares in non-consolidated companies Non-current nancial assets Other receivables
TOTAL
(34.0)
(8.5)
11.1
0.0
(1.5)
(32.9)
29.2 Financial instruments fair value hierarchy

The Groups financial instruments that are measured at fair value break down as follows by level of fair value measurement:
Level 1 (prices quoted in active markets) for short-term cash investments and Level 2 (measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank) for currency and interest rate instruments.
NOTE30
HEDGING OF CURRENCY AND INTEREST RATE RISKS
30.1 Hedging of currency risks

Currency risks relating to the commercial transactions of the Groups subsidiaries are managed centrally by Faurecia using forward purchase and sale contracts and options as well as foreign currency financing. Faurecia manages the hedging of interest rate risks on a central basis, through the Group Finance and Treasury department, which reports to Group General Management. Hedging decisions are made by a Market Risk Management Committee that meets on amonthly basis.
Currency risks on forecast transactions are hedged on the basis of estimated cash flows determined in forecasts validated by General Management; these forecasts are updated on a regular basis. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IAS39 criteria. Subsidiaries with a functional currency different from the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to the Groups currency risk exposure and are therefore hedged through swaps.
Currency exposure (in millions)
Trade receivables (net of payables) Financial assets (net of liabilities)* Forecast transactions** Net position before hedging Currency hedges Net position after hedging
USD
(0.1) 290.1 145.6 435.6 (408.9) 26.7
CZK
65.8 (0.7) (118.2) (53.1) 22.2 (30.8)
CAD
0.0 59.7 (24.5) 35.2 (41.0) (5.9)
MXN
0.0 18.8 (71.3) (52.5) 41.7 (10.7)
GBP
1.7 (36.4) (5.2) (39.9) 43.2 3.2
PLN
(9.6) 0.0 (114.0) (123.6) 89.0 (34.6)
ZAR
(7.0) 64.7 (70.1) (12.4) (66.9) (79.3)
* Including inter-company financing. ** Commercial exposure anticipated over the next 6months.
158
Faurecia
USD
0.0 279.6 28.1 307.7 (311.9) (4.2)
CZK
0.0 1.0 (39.0) (38.0) 27.0 (11.0)
CAD
0.0 35.2 (8.2) 27.0 (24.4) 2.6
MXN
16.2 17.5 (25.5) 8.2 (40.4) (32.2)
GBP
1.4 (39.8) (9.6) (48.0) 42.0 (6.0)
PLN
(10.3) 0.0 (72.1) (82.4) 66.3 (16.1)
ZAR
18.3 36.3 (42.6) 12.0 (39.1) (27.1)
USD
13.4 242.6 6.9 262.9 (256.1) 6.8
CZK
(3.4) 89.0 (14.6) 71.0 (78.4) (7.4)
CAD
(8.4) 22.2 (11.6) 2.2 (11.9) (9.7)
MXN
(2.3) 17.2 (14.9) 0.0 5.4 5.4
GBP
5.4 58.1 (23.7) 39.8 (43.3) (3.5)
PLN
(4.1) 0.0 (63.9) (68.0) 45.7 (22.3)
ZAR
(3.2) 14.8 3.6 15.2 (15.7) (0.5)
Hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparties.
Information on hedged notional amounts

Carrying amount As of December31, 2011 (in millions)
Fair value hedges
c forward currency contracts c inter-company loans
Maturities
Notional amount* <1years 1 to 5years >5years
Assets
Liabilities
0.0
0.0
4.5
4.5
0.0
inforeign currencies swappedfor euros Cash ow hedges

c forward currency contracts
1.5
(5.0)
678.1
678.1
0.0
0.0 0.0 1.5
(13.5) 0.1 (18.4)
333.7 25.8
333.7 25.8
0.0 0.0
Not eligible for hedge accounting
Notional amounts based on absolute values.
Faurecia
159

Fair value hedges
c forward currency contracts c inter-company loans
Maturities Notional amount* <1years 1 to 5years >5years
Assets
Liabilities
0.0
(0.1)
3.0
3.0
0.0
0.0

c forward currency contracts
3.7
(3.7)
727.8
727.8
0.0
0.0
1.0 0.1 4.8
(2.7) 0.0 (6.5)
217.2 8.9
217.2 8.9
0.0
0.0

Fair value hedges
c forward currency contracts c currency options c inter-company loans
Maturities Notional amount* <1years 1 to 5years >5years
Assets
Liabilities
0.1 0.0
(0.1) 0.0
4.0 0.0
4.0 0.0
0.0 0.0

c forward currency contracts c Currency options
2.2
(1.0)
523.7
523.7
0.0 0.0
1.1 0.0 0.0 3.5
(0.6) 0.0 0.0 (1.7)
114.2 0.0 0.0
114.2 0.0 0.0
0.0 0.0 0.0
The sensitivity of Group income and equity as of December31, 2011 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed: Currency (in millions) as of December31, 2011 Currency uctuation scenario (depreciation of currency/EUR) Exchange rate after currency depreciation Impact on pre-tax income Impact on equity USD 1.29 5.0% 1.36 0.85 4.11 CZK 25.79 5.0% 27.08 (3.29) (1.02) CAD 1.32 5.0% 1.39 (2.99) 0.00 MXN 18.05 5.0% 18.95 (0.15) 0.12 GBP 0.84 5.0% 0.88 0.01 (0.32) PLN 4.46 5.0% 4.68 0.34 (4.79) ZAR 10.48 5.0% 11.01 0.28 0.00
These impacts reflect (i) the effect on the income statement of currency fluctuations on theyear-end valuation of assets and liabilities recognized on the balance sheet, net of the impact of the change in the intrinsic value of hedging instruments (both
those qualifying and not qualifying as fair value hedges) and (ii) the effect on equity of the change in the intrinsic value of hedging instruments for derivatives qualifying as cash flow hedges.
160
Faurecia
30.2 Interest-rate hedges

Faurecia manages the hedging of interest rate risks on a central basis. Said management is implemented through the Group Finance and Treasury department, which reports to Group General Management. Hedging decisions are made by a Market Risk Management Committee that meets on amonthly basis.
The table below shows the Groups interest rate position, with assets, liabilities and derivatives broken down into fixed or variable rates. Financial assets include cash and cash equivalents and interest rate hedges include interest rate swaps as well as in-the-money options.
Under 1year
(in millions)
1 to 2years Fixed rate

0.0 0.0 0.0 (223.6) (223.6)
2 to 5years Fixed rate

0.0 (549.4) (549.4) 0.0 (549.4)
More than 5years Fixed rate

0.0 (50.5) (50.5) 0.0 (50.5)
Total Fixed rate

0.0
Dec. 31, 2011

Financial assets Financial liabilities Net position before hedging Interest rate hedges Net position after hedging
Fixed rate
0.0 0.0 0.0 (158.0) (158.0)
Variable Rate
630.1 (623.3) 6.8 158.0 164.8
Variable Rate
0.0 0.0 0.0 223.6 223.6
Variable Rate
0.0 (632.5) (632.5) 0.0 (632.5)
Variable Rate
0.0 0.0 0.0 0.0 0.0
Variable Rate
630.1
(599.9) (1,255.8) (599.9) (381.6) (981.5) (625.7) 381.6 (244.1)
Under 1year
(in millions)
1 to 2years Fixed rate Variable Rate
2 to 5years Fixed rate Variable Rate
More than 5years Fixed rate Variable Rate
Total Fixed rate

0.0
Dec. 31, 2010

Fixed rate
0.0 0.0 0.0 (157.2) (157.2)
Variable Rate
606.0 (656.6) (50.6) 157.2 106.6
Variable Rate
606.0
(169.0) (169.0) (278.5) (447.5)
(787.1) (787.1) 278.5 (508.6)
(190.1) (190.1) 0.0 (190.1)
0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0
(359.1) (1,443.7) (359.1) (435.7) (794.8) (837.7) 435.7 (402.0)
Under 1year
(in millions)
1 to 2years Fixed Rate Variable Rate
2 to 5years Fixed Rate Variable Rate
More than 5years Fixed Rate Variable Rate
Total Fixed Rate

0.0
Dec. 31, 2009

Fixed Rate
Variable Rate
286.0
Variable Rate
286.0
(8.5) (8.5) (34.7) (43.2)
(428.7) (142.7) 34.7 (108.0)
(129.7) (129.7) (297.8) (427.6)
(624.0) (624.0) 297.8 (326.2)
(184.7) (184.7) 67.5 (117.2)
(311.0) (311.0) (67.5) (378.5)
0.0 0.0 0.0 0.0
0.0 0.0 0.0 0.0
(322.9) (1,363.7) (322.9) (1,077.7) (265.0) (587.9) 265.0 (812.7)
The aim of the Groups interest rate hedging policy is to reduce the impact on earnings of changes in short-term rates as the majority of its borrowings are at variable rates. The hedges arranged comprise euro- and dollar-denominated interest rate
swaps, caps and other option based structures. These hedges cover some of the borrowings due in 201 1, 2012 and to a lesser extent in 2013, against a significant rise in rates.
Faurecia
161
Interest rate hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparties. The notional amounts of the Groups interest rate hedges break down as follows:
(in millions)
Carring amount Assets

0.0 (6.9)
Notional amounts by maturity <1years

150 158 224
As of Dec. 31, 2011

Interest rate options Variable-rate rate/xed rate swaps Floor
c Accured premiums payable
Liabilities
1 to 5years
>5years
0.0
(6.9)
308
224
(in millions)

0.0 (12.3)

1,600 157 0 (0.5)
As of Dec. 31, 2010

Liabilities
1 to 5years
150 279 0
>5years
-
0.0
(12.8)
1,757
429
(in millions)

0.2 (17.7) 0.0 (3.5)

1,600 570
As of Dec. 31, 2009

Liabilities
1 to 5years
150 843
>5years
-
0.2
(21.2)
2,170
993
In view of the short-term rates in 2011, despite a continuous increase until the last quarter of theyear, a number of the Groups option-based interest rate hedges are out of the money. A rise in short-term rates would therefore have an impact on financial expense. The sensitivity tests performed, assuming a 100bp increase or decrease in average interest rates compared to the rate curve as of December31, 2011 show that the negative effect on financial
expense can be estimated at 8,7million, taking into account the profile of the Groups borrowings and derivatives in place as of December31, 2011. Counterparty risk in connection to its derivatives: Faurecias counterparty risk connection with its derivatives is not significant as the majority of its derivatives are arranged with banks with strong ratings that form part of its banking pool.
162
Faurecia
NOTE 31
COMMITMENTS GIVEN AND CONTINGENT LIABILITIES
31.1 Commitments given

(in millions)
Dec. 31, 2011

235.1
Dec. 31, 2010

232.6
Dec. 31, 2009

104.6
Future minimum lease payments under operating leases Dept collateral:

c mortgages
12.7 39.7 101.9 5.0
15.9 55.0 79.5 1.3
12.3 27.5 83.5 0.6
Other debt guarantees Firm orders for property, plant and equipment and intangible assets Other
TOTAL Future minimum lease payments under operating leases break down as follows:
(in millions)
394.4
384.3
228.5
Dec. 31, 2011

56.2 41.5 32.9 26.2 78.3
Dec. 31, 2010

51.2 40.7 32.2 24.9 83.6
Dec. 31, 2009

26.3 20.4 15.0 11.5 31.4
n+1 n+2 n+3 n+4 n+5 and above
TOTAL Expiry dates of mortgages and guarantees:

(in millions)
235.1
232.6
104.6
Dec. 31, 2011

25.5 11.3 15.6
c Less than ayear c 1 to 5years c more than 5years
TOTAL
52.4
31.2 Contingent liabilities

INDIVIDUAL TRAINING ENTITLEMENT
In accordance with the provisions of French Act No. 2004-391 dated May4, 2004 on professional training, employees of the Groups French companies are entitled to at least twenty hours of training per calendaryear, which may be carried forward for up to sixyears. If all or part of the entitlement is not used within sixyears, it is capped at 120hours.
In 2011, the average utilization rate of this entitlement was 1.1%. The number of unused training hours accumulated atyear-end totaled 1,176,825. No provision was recorded in the financial statements for these individual training entitlements as the Group does not have sufficiently reliable historical data to accurately estimate the related contingent liability. The potential impact is not, however, considered to be material.
Faurecia
163
NOTE32
RELATED PARTY TRANSACTIONS
32.1 Transactions with PSA Peugeot Citron

The Faurecia Group is managed independently and transactions with the PSA Peugeot Citron group are conducted at arms length terms. These transactions (including with companies accounted for by the equity method by the PSA Peugeot Citron group) are recognized as follows in the Groups consolidated financial statements:
(in millions)
Dec. 31, 2011

2,433.9 12.5 474.5 46.9 201.1 0.0
Dec. 31, 2010

2,300.9 10.2 457.6 170.1 197.2 142.0
Dec. 31, 2009

2,049.4 10.6 447.7 154.5 192.4 128.0
Sales Purchases of products, services and materials Receivables* Payables**

* After no-recourse sales of receivables amounting to:
** O/w borrowings amounting to:
32.2 Management compensation

Total compensation for 2011 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity on, December31, 2011 amounted to 6,755,928,
including directors fees of 245,000, compared with theyearearlier figures of 6,293,092 and 212,500 respectively. No Faurecia stock subscription options were awarded to management in 2011.
164
Faurecia
NOTE33
FEES PAID TO THE STATUTORY AUDITORS
PricewaterhouseCoopers Amount (excl. VAT)

(in millions)
Ernst& Young Amount (excl. VAT) 2010 2011 2010 2011 % 2010
% 2011
2011
2010
AUDIT Statutory and contractual audits Issuer Fully consolidated companies Other services relating directly to the auditors duties Issuer Fully consolidated companies SUB-TOTAL Other services provided by the network to fully consolidated companies Legal and tax advisory services Fully consolidated companies Other (disclosure required where >10% of audit fees) SUB-TOTAL 0.0 0.0 0.0 0.0 0.0 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0 0.0 0.0 0.0 0.0 0.0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.8 0.5 2.3 0.1 0.1 0.0 2.9 2.7 0.6 2.1 0.0 0.0 0.0 2.7 96.6% 17.2% 79.3% 3.4% 3.4% 0.0% 100.0% 100.0% 22.2% 77.8% 0.0% 0.0% 0.0% 100.0% 4.2 0.5 3.7 0.1 0.1 0.0 4.3 3.6 0.3 3.3 0.2 0.0 0.2 3.8 97.7% 11.6% 86.0% 2.3% 2.3% 0.0% 100.0% 94.7% 7.9% 86.8% 5.3% 0.0% 5.3% 100.0%
0.0
0.0
0.0%
0.0%
0.0
0.0
0.0%
0.0%
TOTAL
2.9
2.7
100.0%
100.0%
4.3
3.8
100.0%
100.0%
NOTE34
INFORMATION ON THE CONSOLIDATING COMPANY
The consolidated accounts of the Faurecia Group are included in the consolidated financial statements of its parent, the PSA Peugeot Citron group, 75,avenue de la Grande-Arme, 75116 Paris, France.
As at December31, 2011, Peugeot SA held 57.43% of the capital and 72.87% of the voting rights of FaureciaSA.
NOTE35
DIVIDENDS
The Board of Directors has decided to submit a proposal at the next Shareolders Meeting for a dividend of 0.35 per share.
Faurecia
165
Consolidated companies asofDecember31, 2011
9.6. Consolidated companies asofDecember31, 2011

Country
I - FULLY CONSOLIDATED COMPANIES Socit Internationale de Participations Faurecia (CHINA) Holding Co.Ltd Faurecia SFEA Socit Foncire pour lquipement Automobile Financire Faurecia Faurecia Investments Faurecia Services Groupe Faurecia Exhaust International Faurecia Netherlands Holding BV Faurecia Informatique Tunisie Faurecia USA HoldingsInc. INTERIOR MODULES Faurecia Argentina SA Faurecia Automotive do BrasilLtda Faurecia Industrie NV Faurecia Automotive Seating CanadaLtd Changchun Faurecia XUYANG Automotive Seat Co.,Ltd (CFXAS) Faurecia- GSK (Wuhan) Automotive Seating Co.,Ltd Faurecia (Wuxi) Seating Components Co.,Ltd Faurecia (Changchun) Automotive Systems Co.,Ltd Faurecia (Shanghai) Management Company,Ltd Faurecia (Wuhan) Automotive Seating Co.,Ltd Faurecia (Shanghai) Automotive Systems Co.,Ltd Faurecia (Shenyang) Automotive Systems Co.,Ltd Faurecia (Wuhan) Automotive Components Systems Co.,Ltd Changchun Faurecia XUYANG Interior Systems Company Limited Chongqing Guangneng Faurecia Interior Systems Company Limited Chengdu Faurecia Limin Automotive Systems Company Limited Faurecia (Yancheng) Automotive Systems Co.,Ltd Faurecia (Guangzhou) Automotive Systems Co.,Ltd Faurecia (Nanjing) Automotive Systems Co.,Ltd Faurecia Interior Systems Bohemia sro Faurecia Components Pisek sro Faurecia Interiors Pardubice sro Faurecia Autositze GmbH
(1) Total interest of fullly-consolidated companies.
Interest oftheparent company (%)
Stake (%)l1)
Belgium China France France France France France France Netherlands Tunisia USA
100 100 Parent Company 100 100 100 100 100 100 100 100
100 100 Parent Company 100 100 100 100 100 100 100 100
Argentina Brazil Belgium Canada China China China China China China China China China China China China China China China Czech Republic Czech Republic Czech Republic Germany
100 100 100 100 60 51 100 100 100 100 100 100 100 60 50 51 100 100 100 100 100 100 100
100 100 100 100 60 51 100 100 100 100 100 100 100 60 50 51 100 100 100 100 100 100 100
166
Faurecia
Country
Faurecia Angell-Demmel GmbH Faurecia Automotive GmbH Faurecia Innenraum Systeme GmbH Asientos de Castilla Leon, SA Asientos del Norte, SA Faurecia Asientos Para Automovil Espana, SA Industrias Cousin Freres,SL Tecnoconfort Asientos D Galicia,SL Faurecia Automotive Espana,SL Faurecia Interior System Espana, SA Faurecia Interior SystemSALC Espana,SL Valencia Modulos de Puertas,SL Incalplas,SL Faurecia Sieges dautomobile Faurecia Industries ECSA tudes et Construction de Sieges pour lAutomobile Siebret Siedoubs Sielest Siemar Sienor Sotexo Sieto Trecia Faurecia Automotive Holdings Faurecia Intrieur Industrie Automotive Sandouville Faurecia ADP Holding Faurecia JIT Plastique (ex-Flamant JauneSAS) Faurecia Automotive Seating UK Limited Faurecia Midlands Limited SAI Automotive FradleyLtd SAI Automotive Washington Limited Faurecia Automotive Seating India Private Limited Faurecia Interior Systems India Private Limited Faurecia Azin Pars Company Faurecia Japan KK Faurecia Trim KoreaLtd Faurecia Shin Sung Co.Ltd

100 100 100 100 100 100 50 50 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 51 100 100 100
Stake (%)l1)
100 100 100 100 100 100 50 50 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 51 100 100 100
Germany Germany Germany Spain Spain Spain Spain Spain Spain Spain Spain Spain Spain Spain France France France France France France France France France France France France France France France France United Kingdom United Kingdom United Kingdom United Kingdom India India Iran Japan South Korea South Korea
Faurecia
167
Country
Faurecia Automotive Systems Korea Limited Faurecia AST Luxembourg SA (ex-SAI Automotive SILUX SA) Faurecia quipements Automobiles Maroc Faurecia Sistemas Automotrices de Mexico, SAdeCV(ex-FaureciaDuroplast Mexico, SA de E CV) Servicios Corporativos de Personal Especializado, SA de CV Faurecia Interor Systems Mexico, SA de CV Faurecia Automotive Seating BV Faurecia Automotive Polska Spolka Akcyjna Faurecia Walbrzych Spolka Akcyjna Faurecia Grojec R&D Center Spolka Akcyjna Faurecia Legnica Spolka Akcyjna Faurecia Gorzow Spolka Akcyjna. Faurecia Assentos de Automovel, Limitada SASAL EDA Estofagem de Assentos, Lda, Faurecia Sistemas de Interior de Portugal. ComponentesParaAutomoveis SA (Ex-SAI Portugal ) Faurecia Seating Talmaciu SRL Euro Auto Plastic Systems SRL OOO Faurecia ADP Faurecia Interior Systems Sweden AB Faurecia Slovakia sro Faurecia Interior Systems Thailand Socit Tunisienne dquipements dAutomobile Faurecia Polieks Otomotiv Sanayi Ve Ticaret Anonim Sirketi Faurecia Automotive Seating, LLC Faurecia Interior Systems,Inc. Faurecia Madison Automotive Seating,Inc. Faurecia Interiors Louisville, LLC Faurecia Automotive del Uruguay Faurecia Interior Systems South Africa (PTY)Ltd Faurecia Interior Systems Pretoria (Proprietary) Limited OTHER MODULES Faurecia Sistemas de Escape Argentina SA Faurecia Emissions Control Technologies Cordoba Faurecia Exterior Argentina ET (Barbados) Holdings SRL Faurecia Sistemas de Escapamento do BrasilLtda Faurecia Emissions Control Technologies, Limeira Emcon Technologies Canada ULC

100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 60 100 100 100 100 100 100 100 100 100 100 100 100
Stake (%)l1)
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 60 100 100 100 100 100 100 100 100 100 100 100 100
South Korea Luxembourg Morocco Mexico Mexico Mexico Netherlands Poland Poland Poland Poland Poland Portugal Portugal Portugal Portugal Romania Romania Russia Sweden Slovakia Thailand Tunisia Turkey USA USA USA USA Uruguay South Africa South Africa
Argentina Argentina Argentina Barbados Brazil Brazil Canada
100 100 100 100 100 100 100
100 100 100 100 100 100 100
168
Faurecia
Country
Faurecia Exhaust Systems Changchun Co.,Ltd (ex-CLEC) Faurecia Tongda Exhaust System (Wuhan Co.,Ltd (ex-TEEC) Faurecia HONGHU Exhaust Systems Shanghai, Co.Ltd (ex-SHEESC) Faurecia Emissions Control Technologies Development (Shanghai)CompanyLtd Faurecia (Qingdao) Exhaust Systems Co,Ltd Faurecia (Wuhu) Exhaust Systems Co,Ltd Faurecia Emissions Control Technologies consulting (Shanghai)Co.,Ltd Faurecia Emissions Control Technologies (Shanghai) Co.,Ltd Faurecia Emissions Control Technologies (Chongqing) Co.,Ltd Faurecia Emissions Control Technologies (Yantai) Co.,Ltd. Faurecia (Chengdu) Emission Control Technologies Co.,Ltd Faurecia Exhaust Systems sro Faurecia Automotive Czech Rebublic, sro Faurecia Emissions Control Technologies, Mlada Boleslav, sro(previously Emcon Technologies Czech Republic, sro) Faurecia Kunststoffe Automobilsysteme GmbH Faurecia Abgastechnik GmbH Faurecia Emissions Control Technologies, Germany GmbH Faurecia Emissions Control Technologies, Novaferra GmbH Faurecia Emissions Control Technologies, Finnentrop GmbH Faurecia Exteriors GmbH Faurecia Sistemas de Escape Espana, SA Faurecia Emissions Control Technologies, Pamplona,SL Faurecia Automotive Exteriors Espana, SA (ex-Plastal Spain SA) EAK Composants pour lAutomobile (EAKSAS) EAK Composants pour lAutomobile (EAK SNC) Faurecia Automotive Industrie Faurecia Systmes dchappement Faurecia Bloc Avant Faurecia-Metalloprodukcia Holding Emcon Technologies FranceSAS Faurecia Emissions Control Technologies UK Limited Faurecia Magyarorszag Kipufogo-rendszer Kft Faurecia Emissions Control Technologies, Hungary Kft Faurecia Emissions Control Technologies India Private Limited Yutaka Autoparts Pune Ptivate Limited Faurecia Emissions Control Technologies, Italy SRL Faurecia Emissions Control Systems Korea Faurecia Jit and Sequencing Korea

51 50 51 100 100 100 100 100 72,5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 51 51 100 100 100 60 100 100 100 100 74 74 100 100 100
Stake (%)l1)
51 50 51 100 100 100 100 100 72,5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 51 51 100 100 100 60 100 100 100 100 74 74 100 100 100
China China China China China China China China China China China Czech Republic Czech Republic Czech Republic Germany Germany Germany Germany Germany Germany Spain Spain Spain France France France France France France France United Kingdom Hungary Hungary India India Italy South Korea South Korea
Faurecia
169
Country
Faurecia Exhaust Mexicana, SA de CV Exhaust Services Mexicana, SA de CV ET Mexico Holdings I, S de RLde CV ET Mexico Holdings II, S de RLde CV ET Dutch Holdings Cooperatie UA ET Dutch Holdings BV ET Dutch Holdings II BV Faurecia Emissions Control Technologies Netherlands BV Faurecia Sistemas de Escape Portugal, LDA OOO Faurecia Metalloprodukcia Exhaust Systems OOO Faurecia Automotive Development Faurecia Exhaust Systems AB United Parts Exhaust Systems AB Faurecia Emissions Control Technologies, Thailand Co.Ltd Faurecia Exhaust Systems,Inc. Faurecia Emissions Control Technologies, USA, LLC Faurecia Exhaust Systems South AfricaLtd Emission Control Technologies Holdings SA (Pty)Ltd Emission Control Technologies SA (Ga-Rankuwa) (Pty)Ltd Faurecia Emission Control Technologies SA (CapeTown) (Pty)Ltd II - COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD INTERIOR MODULES Zhejiang Faurecia Limin Interior& Exterior Systems Company Limited Lanzhou Faurecia Limin Interior& Exterior Systems Company Limited Xiangtan Faurecia Limin Interior& Exterior Systems Company Limited Jinan Faurecia Limin Interior& Exterior Systems Company Limited Componentes de Vehiculos de Galicia, SA Copo Iberica, SA Faurecia-NHK Co.,Ltd Kwang Jin Faurecia Co. Limited Vanpro Assentos Limitada Teknik Malzame Ticaret Ve Sanayi AS Orcia Otomotiv Yan Sanayi Ve Ticaret Anonim Sirketi Arsed, Podjetje Za Proizvodnjo In Trzenje Kovinske Opreme (Arsed Doo)

100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 100 100 100
Stake (%)l1)
100 100 100 100 100 100 100 100 100 60 100 100 100 100 100 100 100 100 100 100
Mexico Mexico Mexico Mexico Netherlands Netherlands Netherlands Netherlands Portugal Russia Russia Sweden Sweden Thailand USA USA South Africa South Africa South Africa South Africa
China China China China Spain Spain Japan South Korea Portugal Turkey Turkey Slovenia
50 50 50 50 50 50 50 50 50 50 50 50
50 50 50 50 50 50 50 50 50 50 50 50
170
Faurecia
Country
SAS GROUP SAS Automotriz Argentina SA (dormant Company) SAS Automotive N.V SAS Automotive do BrasilLtda SAS (Wuhu) Automotive Systems Co.Ltd SAS AutoSystemtechnik sro SAS Autosystemtechnik Verwaltungs GmbH SAS Autosystemtechnik GmbH und Co. KG SAS Autosystemtechnick Zwickau Verwaltungs GmbH SAS Autosystemtechnick Zwickau GmbH& Co. KG SAS AutomotiveLtd SAS Autosystemstechnick, SA SAS Automotive France Cockpit Automotive Systems Douai SNC SAS Automotive Systems SA de CV SAS Automotive Systems& Services SA de CV SAS AutoSystemtechnik de Portugal, Unipessoal, Lda. SAS Automotive sro SAS Otosistem Teknik Ticaret ve Limited Sirketi SAS Automotive USAInc. SAS Automotive RSA (Pty)Ltd OTHER MODULES Changchun Huaxiang Faurecia Automotive Plastic Components Co.,Ltd AD Tech CoLtd
Stake (%)l1)
Argentina Belgium Brazil China Czech Republic Germany Germany Germany Germany Great Britain Spain France France Mexico Mexico Portugal Slovakia Turkey USA South Africa
50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50
50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50
China South Korea
50 50
50 50
Faurecia
171
Statutory Auditors report ontheconsolidated nancial statements
9.7. Statutory Auditors report ontheconsolidated nancial statements

This is a free translation into English of the Statutory Auditors report issued in French and is provided solely for the convenience of English speaking readers. The Statutory Auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In compliance with the assignment entrusted to us by your Annual Shareholders Meeting, we hereby report to you, for theyear ended December31, 2011, on: c the audit of the accompanying consolidated financial statements of Faurecia; c the justification of our assessments; c the specific verification required by law. These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements based on our audit.
I.Opinion on the consolidated nancial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at December31, 2011 and of the results of its operations for theyear then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
II.Justication of our assessments

In accordance with the requirements of ArticleL.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: c the Company performs impairment tests on goodwill at each reporting date and also assesses whether fixed assets show any indication of impairment, based on the methods described in Notes1.2, 1.5, 10, 11 and 12 to the consolidated financial statements. We have reviewed the methods used to carry out these impairment tests as well as the corresponding assumptions applied by the Group; c Note1.16 to the consolidated financial statements concerning deferred taxes specifies that deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which they can be utilized. Our work consisted in verifying that this method had been correctly applied and reviewing the assumptions supporting the probability of recovery for these deferred tax assets; c as part of our assessment of the accounting principles used by the Group, we verified the methods used to capitalize and amortize development costs. We also verified the recoverable amount of these assets and the appropriateness of the disclosures provided in Notes1.3 and 1.5 to the consolidated financial statements. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
172
Faurecia
Statutory Auditors report ontheconsolidated nancial statements
III.Specic verication
As required by law and in accordance with professional standards applicable in France, we have also verified the information presented in the Groups management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Neuilly-sur-Seine and Paris-La Dfense, February8, 2012 The Statutory Auditors PricewaterhouseCoopers Audit Dominique Mnard Ernst& Young Audit Denis Thibon
Faurecia
173
174
Faurecia
1 0
Legal and nancial information
CONTENTS
10.1. FAURECIA PARENT COMPANY FINANCIAL STATEMENTS AND MANAGEMENT REPORT

10.1.1. Parent Company management report
10.3. CAPITAL AND SHARE PERFORMANCE 206 176

176 10.3.1. Faurecia and its shareholders 10.3.2. Faurecias capital 10.3.3. Changes in faurecias share price 206 206 208
10.1.2. Parent Company Financial Statements 181 10.1.3. Appropriation of 2011 net income 10.1.4. Securities portfolio asofDecember31, 2011 10.1.5. Faurecia subsidiaries and affiliates at December31, 2011 200 201 202
10.4. ADDITIONAL INFORMATION ONFAURECIASA

10.4.1. Background
210
210
10.4.2. Legal information about the Company 212
10.2. STATUTORY AUDITORS REPORTS ONTHEFINANCIAL STATEMENTS
204
Faurecia
175
10

Faurecia parent company nancial statements and management report
10.1. Faurecia parent company nancial statements and management report

10.1.1. PARENT COMPANY MANAGEMENT REPORT
The parent company, Faurecia SA, is a holding company which directly and indirectly provides financial, accounting, IS, general management and administrative services to companies intheGroup. Sales in 2011 rose sharply, to 171.4million from 140.6million theyear before, due to the Groups increased volume of business. The parent company has since 2010 acted as a pivot for all reinvoices of work done for Group entities. In addition to providing services to Group subsidiaries, Faurecia invoices trademark royalties to certain subsidiaries, calculated as a proportion of the subsidiaries sales. Because of the continuing increase in sales in 2011, the amounts collected were greater than in 2010. They amounted to 22.8million in 2011 compared with 19.3million in 2010. c net borrowing costs of 26.8 million compared with 30million in 2010. Net Non-Recurring Income for the financialyear was negative 88.8million. This largely reflects the impact of reclassifying the Faurecia Industrie and Trecia subsidiaries within the Group. Tax income amounted to 32.2million. This refers to the tax income recognized from the positive earnings of French subsidiaries that are part of the consolidated tax group and compares with 8million in 2010. Net income for the financialyear showed a profit of 250.2million. This compares with a profit of 556.5million in 2010.
Financial structure and net debt

Faurecia put a new long-term financing plan in place in 2011 by issuing 350million of bonds and negotiating a new syndicated bank loan of 1,150million. Also, a private placement was issued in Germany for 58million in October2011. Simultaneously with this new financial plan, the 121million balance on the 250million line of credit from our majority shareholder, PSA Peugeot Citron, and linked to the preceding syndicated bank loan, was repaid in full. The line of credit was canceled at the same time. At December31, 2011, the shareholders equity in the Company before distribution of the periods earnings amounted to 2,099.7million versus 1,877million at the close of 2010. It thus increased by 222.7million. Net debt as of December31, 2011 was down from the close of 2010. Net debt borrowings net of cash, marketable securities, net inter-company cash advances and loans to subsidiaries amounted to 641.4million as of December31, 2011, versus 720.9million atyear-end 2010. As of December31, 2011, 58.3% of the Companys debt was at floating rates. The Company hedges its exposure to changes in interest rates on this debt through interest rate derivatives. The Companys sources of financing comprise the following: c the syndicated bank loan created on December 20, 2011 and divided into a 690 million tranche maturing November2014, with two options to extend to November2015 and November2016, and a 460million tranche maturing November2016. As of December31, 2011, the undrawn portion of this credit facility was 660million. This credit facility contains restrictive clauses as to consolidated financial ratios; meeting these ratios is a condition of the loan.
The Company ended 2011 with an operating profit of 4.9million, compared with an operating profit of 3.6million in 2010. The improvement in earnings derived largely from the increase in royalties collected. The Company reported net financial income of 301.8million versus net financial expense of 548.3million in 2010. This change is primarily attributable to movements in provisions for impairment of investments. It includes: c a 299.1million net reversal of provisions for impairment of and liabilities from investments in subsidiaries compared with a net 537.8million reversal of these provisions in 2010. The relevant provision reversals were recognized following the revaluation of certain subsidiaries based on their continued improved forecasts in the 2011-2015 medium-term Business Plan and the Companys most recent budget assumptions. These primarily involved the US holding company, Faurecia USA Holdings Inc, on whose stock a provision reversal of 165.0 million was recognized. In addition, the internal reclassification of shares in Faurecia Industrie and Trecia led to a reversal of provisions on the securities of these two subsidiaries totaling 138.2million, which was offset in net non-recurring income; c dividends received from subsidiaries amounting to 30.4million, down 10.1million from 2010. The largest dividends received came from Financire Faurecia in the amount of 12.8million and Faurecia Tongda Exhaust System (Wuhan) in China in the amount of 9.8million;
176
Faurecia

10
As of December31, 2011, all such conditions had been met. The figures are presented below: c net debt*/EBITDA** <2.50; c EBITDA**/net interest >4.50. In addition, this credit includes certain restrictive clauses as to the disposal of assets, whereby all disposal representing over 15% of total consolidated assets would need the authorization of the banks representing two-thirds of the syndicated loan, and as to borrowings of certain subsidiaries; c bonds issued on November 9, 2011 in the amount of 350million maturing December15, 2016. These bonds bear interest of 9.375% payable on June15 and December15 of eachyear, beginning June15, 2012. They were issued at 99.479% of par and are listed on the Luxembourg stock exchange. They also carry a clause restricting additional debt in the event that EBITDA after certain adjustments is lower than 2.5 times gross interest expense, as well as restrictions on borrowing similar in nature to those on the syndicated bank loan. The issuance costs are recognized on the income statement, spread over the lifetime of the bonds. Both the syndicated loan and the bonds are guaranteed by certain Group subsidiaries; c 211.3million of January1, 2015 OCEANE bonds convertible into new shares and/or exchangeable for existing shares, issued November26, 2009. These bonds bear annual interest of 4.50% payable on January1 of eachyear, starting January1, 2011. Each bond has a face value of 18.69; c a commercial paper program issued on the French domestic market for a total amount of 850million, the liquidity of this program being guaranteed by the syndicated bank loan. The total of this outstanding at the close of 2011 was269million. Further details of the Companys debt are provided in Note16 to the parent company financial statements. Trade accounts payable equaling 13.0million do not include invoices past due; these break down as follows:
(in millions)
Cashflow in the period generated 99.2million of net cash, deriving mainly from the internal reclassification of shares in Faurecia Industrie and Trecia. Equity financings by certain subsidiaries of the Company in 2011 represented a total of 7.8million. The carrying amount of investments in subsidiaries and affiliates recognized in the balance sheet at December31, 2011 came to 2,702.2million, compared with 2,599.1million oneyear earlier.
Business review relating tothe Companys subsidiaries

The operations and results of the Companys subsidiaries in 2011 are analyzed in detail in the review of the consolidated financial statements. A key event of 2011 was the internal sale of the securities of the subsidiaries Faurecia Industrie and Trecia to Faurecia Automotive Holding. The acquisition of Angell-Demmel in Germany was made through one of the Groups German subsidiaries. Beyond the transactions cited above, the Groups continued corporate development has led to the creation of new subsidiaries, notably in China. Legal reorganizations were carried out in 2011 in Poland and Brazil, and to a lesser degree in China. Furthermore, during 2011, Faurecia created two companies: Hennape I, a limited company (99.84% owned), and Hennape II, a wholly-owned simplified single shareholder company, with their registered offices at 2 rue Hennape, 92000 Nanterre. This management report concerning FaureciaSA is presented in the form of an AMF Registration Document. It should be read in conjunction with the various sections of that document. The risks to which the Company is exposed are analyzed in the Board of Directors report on the consolidated financial statements in section3.4 above. Research& development activities are detailed in section6 of this Registration Document. The Companys capital stock underwent changes during the reporting period and these are described in section10.4.2.2 of the Registration Document. The number of treasury shares held by the Company is also mentioned in section10.4.2.2 of the Registration Document. Information on employees interests in the Companys capital is provided in section10.4.2.2. Details relating to the fixed, variable and exceptional compensation and benefits in kind paid to Faurecias Chairman and other corporate officers as well as the fees paid to the Statutory Auditors are provided in sections8.1.2.1, 8.1.2.2 and10.4.2.4 of this Registration Document. Provisions recognized by Group companies for pensions and other employee benefits are analyzed in Note24.1 to the consolidated financial statements.
Dec. 31, 2011

3.5 9.4
Dec. 31, 2010

2.9 14.9
Provision for invoices notyet received Invoices not yet due Invoices between 1 and30days past due Invoices between 31 and60days past due Invoices between 61 and90days past due Invoices more than90dayspast due
0.1
TOTAL
13.0
17.8
Faurecia
177
10

A list of the directorships and other positions held in 2011 by each member of the Board of Directors is provided in section8.1.2.1. Details of the stock options and restricted stock granted by the Company during theyear, the principal beneficiaries thereof and the number of shares purchased on exercise of options during theyear, are provided in a special report. This information is provided and, in certain cases, supplemented in Note22.2 to the consolidated financial statements and in paragraph 10.4.2.2 of the Registration Document. The operating procedures of the Board of Directors and its committees, as well as key data concerning the Groups internal control system, are described in the report of the Chairman of the Board of Directors on internal control. The draft resolutions presented in Chapter 11, including the disclosure of the amount of dividends paid over the last threeyears, are an integral part of this report and supplement the information provided to shareholders.
1.2 Corporate governance (4th to 9th resolutions)

Re-election of Directors (4th to 7th resolutions)
You will be asked to note that Yann Delabrire, Jean-Pierre Clamadieu, Robert Peugeot and Ross McInnes are due to retire by rotation at the conclusion of this Meeting and, accordingly, to re-elect them for a term of fiveyears ending at the conclusion of the Annual Shareholders Meeting to be held in 2017 to approve the financial statements for theyear ending December31, 2016.
Election of new Directors (8th and 9th resolutions)

You will be asked to note that Frdric Saint-Geours, who is due to retire by rotation at the conclusion of this Meeting, is not standing for re-election and, accordingly, to elect Jean-Baptiste Chasseloup de Chatillon for a term of fiveyears ending at the conclusion of the Annual Shareholders Meeting to be held in 2017 to approve the financial statements for theyear ending December31, 2016. You will also be asked to elect Amparo Moraleda as a new Director for a term of fiveyears ending at the conclusion of the Annual Shareholders Meeting to be held in 2017 to approve the financial statements for theyear ending December31, 2016.
Explanatory notes to the proposed resolutions

1-ORDINARY BUSINESS
The first three resolutions to be submitted to the vote concern approval of the 2011 financial statements and appropriation of net income. The next six resolutions concern corporate governance matters, including the re-election of certain directors due to retire by rotation at the conclusion of this Meeting and the election of two new directors. The proposed election of Amparo Moraleda in the 9thresolution forms part of the Companys drive to diversify and internationalize the Board of Directors. Her election would also raise the number of directors from twelve to thirteen. The final ordinary resolution concerns the share buyback program.
1.3 Share buyback program (10th resolution)

This resolution will authorize the Board of Directors to purchase shares of the Company on the market for the following purposes: c to keep the shares for tendering at a later date in exchange or as consideration for external growth transactions; c to allot shares upon the exercise of rights attached to securities conferring an immediate or deferred entitlement to shares of the Company; c to allot shares to employees and corporate officers of the Company and related companies under stock option and free share plans, either as part of their compensation or in respect of their profit sharing entitlement; c to maintain a liquid market for the Companys shares through an independent investment services provider acting under a liquidity contract; c to cancel all or some of the shares and reduce the share capital accordingly; c more generally, to carry out any transaction that may be authorized by law and engage in any market practices that may be accepted by the stock market authorities. The authorization includes a maximum price limit (40 per share), a maximum limit on the overall amount that may be allocated to the buyback program (439,598,480) and a maximum limit on the number of shares that may be purchased (10% of the Companys share capital on the date of purchase). This authorization is sought for a period of 18months.
1.1 Approval of the nancial statements and appropriation of net income (1st to 3rd resolutions)
Approval of the 2011 statutory nancial statements (1stresolution)
We are seeking your approval of the 2011 statutory financial statements, showing a net income of 250,171,225.50.
Approval of the 2011 consolidated nancial statements (2ndresolution)

We are seeking your approval of the 2011 consolidated financial statements, showing a net income (group share) of 371.3million.
Appropriation of net income (3rd resolution)

We are proposing a net dividend payment of 0.35 per qualifying share. If approved, the dividend will be paid on June5, 2012.
178
Faurecia

10
2-EXTRAORDINARY BUSINESS
The extraordinary resolutions concern financial delegations of authority and authorizations to be granted to the Board of Directors. At the Annual Shareholders Meeting of May26, 2010, various extraordinary resolutions were passed granting the Board of Directors delegations of authority and authorizations designed to meet Groups financing needs, which expire during 2012. As required by ArticleL.225-100 para.7 of the French Commercial Code, the Board of Directors has reported on its use of these delegated authorities and authorizations in 2011 in its management report. Under the 11th to 15th resolutions, you are asked to renew these delegated authorities and authorizations for identical amounts and limits as in the existing authorizations. The Board of Directors is seeking authorization to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company, with or without preemptive subscription rights. This will enable the Company to make financial transactions as and when market conditions permit and quickly raise the capital needed to implement the Groups expansion and consolidation strategy. The 16 th resolution involves employee share ownership, particularly through share offerings reserved for employees. The 17th resolution will enable the Board to reduce the share capital by cancelling treasury shares held. The next resolution involves amendments to the Companys Articles of Association.
Capital increases made pursuant to this delegated authority may not exceed an aggregate par value of one hundred and tenmillion euros (110,000,000). Issues of debt securities may not exceed an aggregate par value of one billion euros (1,000,000,000). These limits also cover issues made pursuant to the 13th resolution and will be charged against the respective aggregate ceilings set in the 11th resolution described above. The subscription price of new shares issued pursuant to this delegation of authority will be at least equal to the weighted average price of the Companys shares on Euronext Paris during the three trading days immediately preceding the issue pricing date, with a potential discount of up to 5percent. This delegation of authority is sought for a period of 26months.
Delegation of authority to increase the share capital, without pre-emptive subscription rights, through private placements governed by ArticleL.411-2II of the French Monetary and Financial Code (13th resolution)
This resolution is in addition to the 12th resolution to enable shareholders to vote separately on this matter as recommended by the Autorit des marchs financiers. It concerns private placements of shares and securities with persons providing a portfolio management service for third parties, qualified investors or a restricted circle of investors acting on their own account. The issues may comprise ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company and/or debt securities. Capital increases made pursuant to this delegated authority may not exceed an aggregate par value of one hundred and tenmillion euros (110,000,000). Issues of debt securities may not exceed an aggregate par value of one billion euros (1,000,000,000). These limits also cover issues made pursuant to the 12th resolution and will be charged against the respective aggregate ceilings set in the 11th resolution. In addition, these issues may not exceed the limits set out in the regulations applicable on the date of issue, which at present is 20% of the Companys share capital in any oneyear. Like the 12th resolution, the subscription price of new shares issued pursuant to this delegation of authority will be at least equal to the weighted average price of the Companys shares on Euronext Paris during the three trading days immediately preceding the issue pricing date, with a potential discount of up to 5 percent. This delegation of authority is sought for a period of 26months.
2.1 Financial delegations of authority and authorizations (11th to 15th resolutions)

Delegation of authority to increase the share capital, with pre-emptive subscription rights maintained (11th resolution)
Issues made pursuant this resolution will be open only to existing shareholders. They may comprise ordinary shares and/ or securities conferring an immediate or deferred entitlement to shares of the Company. Capital increases made pursuant to this delegated authority may not exceed an aggregate par value of three hundredmillion euros (300,000,000). Issues of debt securities may not exceed an aggregate par value of one billion euros (1,000,000,000). These maximum limits are also aggregate ceilings that apply to various other delegated authorities and/or authorizations, as described below. The subscription price of the shares and/or securities issued pursuant to this delegation of authority will be set by the Board of Directors in accordance with the applicable laws and regulations. This delegation of authority is sought for a period of 26months.
Delegation of authority to set the issue price of shares (14th resolution)

This resolution will authorize the Board of Directors to derogate from the conditions for setting the price provided for in the 12th and 13th resolutions for issues made without pre-emptive subscription rights. The subscription price of shares issued pursuant to this resolution may not be less than the closing price on the trading day immediately preceding the issue pricing date, with a potential discount of up to 10percent. The Board of Directors may use this facility within a limit of 10% of the share capital in any oneyear.
Delegation of authority to increase the share capital, without pre-emptive subscription rights, through public offerings (12th resolution)
Issues made pursuant this resolution will be open to the public. They may comprise ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company.
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The specific limit for this authorization will be charged against (i) the limit set in the 12th or 13th resolutions as applicable, and (ii) the aggregate ceiling set in the 11th resolution. This delegation of authority is sought for a period of 26months.
2.3 Cancellation of treasury shares held (17th resolution)

This resolution will authorize the Board of Directors to cancel shares of the Company purchased pursuant to the 10th resolution or under previously authorized share buyback programs, up to a maximum limit of 10% of the share capital, and to reduce the share capital accordingly. This authorization is sought for a period of 18months.
Delegation of authority to increase the number of shares to be issued, with or without pre-emptive subscription rights, in the event of oversubscription (15th resolution)
This delegation of authority will enable the Company to satisfy excess demand for rights issues made to existing shareholders (11th resolution), public offerings (12th resolution) or private placements (13th resolution). Transactions made pursuant to this resolution may not exceed 15% of the initial issue and will be charged against the maximum limit applicable to the initial issue and the aggregate ceiling set in the 11th resolution. The price of ordinary shares or securities issued must be the same as the initial issue price set pursuant to the 11th, 12th or 13th resolutions described above. The Board of Directors may use this facility for a period of 30days after the close of the subscription period for the initial issue. This delegation of authority is sought for a period of 26months.
2.4 Amendments to the Articles of Association (18thresolution)

The amendments are essentially designed to harmonize the Articles of Association with new laws or regulations: c for clarity, we are proposing to renumber the articles by deleting articles bis and ter and amending any crossreferences between articles accordingly; c we are proposing to delete the specific reference in Article1 to the law of July24, 1966 and the decree of March23, 1967 and to replace it simply with a reference to the legal and regulatory provisions of the French Commercial Code; c as regards directors attendance at Board meetings by means of electronic communication, we are proposing to refer to the Board of Directors Charter, which sets out the practicalities of attending in this way; c as regards the right to attend Shareholders Meetings, we propose to harmonize the current Article17 with existing legal provisions, which provide that all shareholders of record at zero (0) hours Paris time on the 3rd business day preceding the date of the Meeting, as evidenced by their registration either on the shareholders register kept by the Company in the case of registered shares or in a securities account held by an authorized intermediary in the case of bearer shares, are entitled to take part in Shareholders Meetings; c lastly, as regards thresholds provided for in the Articles of Association, the proposed amendment involves deleting the requirement to notify the Autorit des marchs financiers of interests above the thresholds provided for by the Articles of Association, which is not required by the laws or regulations. The applicable laws and regulations only require the Company itself to be notified. Notifying the Company will therefore be the only requirement in the Articles of Association. In addition, for consistency, we are proposing to reduce the period for notifying the Company of interests above the thresholds provided for by the Articles of Association from five to four trading days (before close) to bring it into line with the period defined for legal thresholds. The current Article24 of the Articles of Association will be modified accordingly. Lastly, the 19th resolution concerns granting powers for carrying out the formalities required after a Shareholders Meeting, and particularly filing and publication formalities.
2.2 Employee share ownership (16th resolution)

This resolution will authorize the Board of Directors to increase the share capital, without pre-emptive subscription rights, by issuing shares and/or securities conferring an immediate or deferred entitlement to shares of the Company to employees of the Company who are members of a Company or Group employee savings plan. The authorization will be limited to 3% of the share capital and will not be charged against the aggregate ceiling set in the 11th resolution. The issue price may not be higher than the average of the opening share prices quoted on the twenty trading days preceding the date of the Boards decision setting the opening date of the subscription period. Furthermore, it may not be more than 20percent lower than that average or 30percent lower if the lock-up period provided for by the employee savings plan is equal to or more than tenyears. The Board of Directors may decide to award, without consideration, new or existing shares or other securities conferring an entitlement to new or existing shares of the Company in respect of (i) matching contributions made pursuant to the regulations of Company or Group employee savings plans and/or (ii) the discount, where applicable. This delegation of authority is sought for a period of 26months.
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10.1.2. PARENT COMPANY FINANCIAL STATEMENTS

10.1.2.1. Income statement
(in thousands)
Notes
2011
171,389 171,389 0 (186,553) (3,914) (9,243) (4,799)
2010
140,575 140,575 0 (142,941) (1,711) (10,215) (4,234) (6,616) 28,731 (136,986) 3,589 638,449 (90,142) 548,307 551,896 1,812 (5,157) (3,345)
2009
63,260 63,260 0 (71,989) (1,950) (8,500) (3,286) 4,314 12,611 (68,800) (5,540) 315,543 (138,597) 176,946 171,406 44,141 (3,334) 40,807
Services sold Sales Capitalized production (long-term inventory) Outside services Taxes other than on income Salaries and wages Social security charges Depreciation and provisions for impairment (net of reversals) and expense transfers Other income and expenses, net Total operating expenses NET OPERATING INCOME Financial income Financial expenses NET FINANCIAL INCOME OPERATING INCOME (LOSS) AFTER NET FINANCIAL INCOME (EXPENSE) Extraordinary income Extraordinary expenses EXTRAORDINARY NET INCOME Employee prot-sharing Corporate income tax NET INCOME 6 5 5 5 4 4 4 3
15,521 22,523 (166,465) 4,924 373,196 (71,388) 301,808 306,732 113,750 (202,510) (88,760)
32,199 250,171
7,988 556,539
20,950 233,163
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10.1.2.2. Balance sheet at December31

Dec. 31, 2011
ASSETS
(in thousands)
Dec. 31, 2010
Dec. 31, 2009
Notes
7 8 9
Amounts Gross
9,459 10,567 2,801,546 2,821,572 1,736
Depreciation& amortization and provisions

9,270 10,076 99,327 118,673 0 861 1,041 0 1,902 0
Amounts Net
189 491 2,702,219 2,702,899 1,736 926,987 683 30,607 960,013 1,252 16 1,762 25,903
Amounts Net
154 1,223 2,600,261 2,601,638 1,186 747,480 5,881 12,748 767,295 1,781 5
Amounts Net
195 2,068 1,720,641 1,722,904 1,850 825,022 4,263 23,215 854,350 5,512 14
Intangible assets Property, plant and equipment Financial investments TOTAL FIXED ASSETS Trade receivables Other receivables Marketable securities and equivalent receivables Cash and cash equivalents Total current assets Prepaid expenses Conversion losses Bond redemption premiums Deferred charges
10 11
927,848 1,724 30,607 961,915
12
1,252 16 1,762
13
25,903
11,137
17,875
TOTAL ASSETS
3,812,420
120,575
3,691,845
3,381,856
2,600,655
LIABILITIES& EQUITY
(in thousands)
Notes
Dec. 31, 2011

772,578 288,775 56,562 8,939
Dec. 31, 2010

772,567 288,756 28,734 8,939
Dec. 31, 2009

626,139 130,043 17,077 8,939
Share capital New-issue, merger and contribution premiums Legal reserves Untaxed reserves Other reserves Retained earnings Net income foryear Regulated provisions TOTAL SHAREHOLDERS EQUITY Provisions for liabilities and charges TOTAL DEBT Operating payables Sundry payables TOTAL PAYABLES Prepaid income Unrealized foreign exchange gains 14 15 16 17 17
722,632 250,171
221,505 556,539 233,163
2,099,657 4,792 1,386,563 19,913 180,818 200,731 0 102
1,877,040 5,580 1,281,390 24,373 193,334 217,707 107 32
1,015,361 16,527 1,355,878 20,563 192,088 212,651 238
TOTAL LIABILITIES
3,691,845
3,381,856
2,600,655
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10.1.2.3. Cash ow statement

(in millions)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
I OPERATING ACTIVITIES Net income Depreciation and amortization expense Increase (decrease) in provisions and other long-term liabilities Capital (gains) losses on disposals of xed assets Free cash ow (internally generated funds from operations) (Increase) decrease in working capital requirements CASH FLOW PROVIDED BY OPERATING ACTIVITIES II INVESTING ACTIVITIES Acquisitions of intangible assets and property, plant andequipment Acquisitions of investments in subsidiaries and affiliates Acquisitions of other investments Disposals of intangible assets and property, plant and equipment Disposals of investments Disposals of other nancial assets Other reductions in property, plant and equipment CASH FLOW PROVIDED BY INVESTING ACTIVITIES SURPLUS/(USED) FROM OPERATING ANDINVESTINGACTIVITIES (I)+(II) III FINANCING ACTIVITIES Cash proceeds of new equity Charges posted to additional paid-in capital Dividends paid Issuance of debt securities and increase in borrowings Repayments of borrowings Changes in inter-company borrowings CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OFYEAR CASH AND CASH EQUIVALENTS AT END OFYEAR (27.6) 915.6 (812.2) (157.1) (81.3) 17.9 12.7 30.6 139.1 (213.6) 62.8 (20.7) (10.5) 23.2 12.7 469.9 (667.0) (216.9) 32.1 20.0 3.2 23.2 0.0 (9.0) 455.4 (9.3) 112.8 99.2 (38.3) 10.2 (39.4) (12.1) 112.1 9.0 1.1 (0.2) (7.8) (0.3) (39.4) (0.2) (84.3) (0.1) 1.3 42.8 1.1 250.1 10.2 (299.8) 88.2 48.7 (62.3) (13.6) 556.5 9.3 (538.7) (1.1) 26.0 22.5 48.5 233.2 6.9 (181.2) (41.7) 17.2 10.1 27.3
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10.1.2.4. Notesto the 2011 parent company nancial statements
NOTE1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The parent company financial statements have been prepared in accordance with French generally accepted accounting principles (ArticleCRC 99-03, amended by the regulations of the Comit de la Rglementation Comptable et de lAutorit des Normes Comptables). The main policies applied are as follows:
1.4 Foreign currency transactions

Unhedged payables and receivables in foreign currency are translated at the exchange rate prevailing on the transaction date. At the year-end, they are translated at the year-end exchange rate and the resulting gain or loss is recorded in the balance sheet under Conversion losses or Conversion gains. Hedged payables and receivables are translated at the hedgingrate.
1.1 Property, plant and equipment

Property, plant and equipment are stated at acquisition or production cost. Depreciation is calculated by the straight-line method over the estimated useful life of the assets, as follows: c buildings: 20 to 30years; c leasehold improvements, fixtures and fittings: 7 to 10years; c other fixtures and fittings: 10years; c office equipment and computers: 3 to 5years; c software: 1 to 3years; c furniture: 10years.
1.5 Provisions for pensions andother post-employment benets

The vested rights of employees under supplementary pension and retirement bonus plans are determined on an actuarial basis using the projected unit credit method. The valuation takes into account the probability of employees staying with the Company up to retirement age and expected future salary levels. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability.
1.2 Investments
Gross value is equal to contribution value or cost. A provision is made if the value in use of a security is lower than its entry value. Value in use is based on the subsidiarys revalued net assets, profitability and future outlook. For investments intended to be sold, value-in-use estimates also take into account prices at which prior transactions were carried out, if any.
1.6 Non-recurring items

Unusual or non-recurring items are included under Nonrecurring income and Non-recurring expense.
1.7 Financial instruments 1.3 Marketable securities

Marketable securities are stated at the lower of cost and market value. Interest-rate risks are hedged, where appropriate, using financial instruments traded on organized or over-the-counter markets. Hedging gains and losses are recognized on a symmetrical basis with the loss or gain on the hedged item.
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NOTE2
SUBSEQUENT EVENTS
No significant post-balance sheet events have occurred since the end of theyear.
NOTE3
DEPRECIATION, AMORTIZATION AND PROVISIONS (NET OF REVERSALS) ANDEXPENSE TRANSFERS
(in thousands)
2011
2,250 24,077 (10,184)
2010
1,674 1,695 (9,310)
2009
341 13,801 (6,894)
Provision reversals Expense transfers

(1)
Depreciation and amortization expense Provisions for impairment of current assets Provisions for contingencies and charges
(622)
(675)
(2,934)
TOTAL
(1) Including: Transfer of fees included in External services relating to:
15,521
(6,616)
4,314
24,077
1,695
11,597
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NOTE4
NET FINANCIAL INCOME (EXPENSE)
Net non-recurring income (expense) breaks down as follows:

(in thousands)
2011
2010
2009
Financial income Income from investments in subsidiaries and affiliates(1) Other interest and related income Net proceeds from sales of marketable securities Provision reversals(2) TOTAL Financing costs Interest expense Charges to provisions for impairment of investments
(3)
30,414 36,118
40,531 32,827
43,712 64,798
306,664 373,196
565,091 638,449
207,033 315,543
62,909 7,561 918 71,388
62,802 27,328 12 90,142
115,369 13,205 10,023 138,597
Charges to other provisions and other nancial expenses TOTAL
NET FINANCIAL INCOME
301,808
548,307
176,946
(1) This item corresponds to dividends received from subsidiaries and affiliates: It includes: c in 2011: dividends received from Faurecia Financire of 12,760 thousand; from Faurecia Tongda Exhaust System (Wuhan) of 9,762 thousand; from Faurecia Automotive Espana of 4,520 thousand and from Faurecia Honghu Exhaust Systems Shanghai of 3,283 thousand; c in 2010: dividends received from Faurecia Systme dchappement of 10,168 thousand and from Financire Faurecia of 24,816 thousand; c in 2009: dividends received from Faurecia Systmes dchappement of 20,053 thousand and from Faurecia Automotive GmbH of 12,906 thousand. (2) Including:
c reversals of provisions for Faurecia Industrie shares c reversals of provisions for Faurecia USA Holdings Inc shares c reversals of provisions for impairment of Trecia shares c reversals of provisions for Faurecia Automotive Holdings shares c reversals of provisions for Faurecia Automotive GmbH shares c reversals of provisions for financial contingencies and charges
138,152 165,000 1,956 469,200 82,234 3,512 7,561 11,701 7,328 2,420 785 20,000 10,000 121,800 73,300 11,933
(3) Including:
c Faurecia Sistemas de Escape Argentina shares c EAKSAS shares c EAK SNC shares c St Internationale de Participation (SIP) shares
The net charges to provisions for impairment of investments recorded in the parent company financial statements do not correspond to the asset impairment losses recorded in the
consolidated financial statements due to the application of different accounting policies.
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NOTE5
NET NON-RECURRING INCOME (EXPENSE)
Net non-recurring income (expense) breaks down as follows:

(in thousands)
2011
2010
2009
Non-recurring income From operating activities(1) Proceeds from disposals of xed assets Provision reversals TOTAL Extraordinary expenses On management transactions(3) Carrying amount of xed and nancial assets sold
(4) (2)
1,624 112,126
667 1,145
0 44,141
113,750
1,812
44,141
12 202,498
5,071 86
34 3,300
Depreciation, amortization and charges to provisions TOTAL 202,510 5,157 3,334
EXTRAORDINARY NET INCOME

(1) Including: Compensation for contract termination (2) Including
c Proceeds from the sale of investments in subsidiaries and affiliates c Faurecia Industries shares sold to Faurecia Automotive Holding c Trecia shares sold to Faurecia Automotive Holding c Shares of Ecia South Africa sold to Faurecia Exhaust Systems South
(88,760)
(3,345)
40,807
1,333
667
112,126 100,400 11,650
1,145
42,772
Africa
c Shares of Faurecia Exhaust Systems South Africa sold to Faurecia
1,121 42,772
Interior Systems South Africa (3) Including Compensation for contract termination
c Tax arrears other than corp. inc. tax
4,741 276
(4) Carrying amounts of investments in subsidiaries and affiliates sold ortransferred

c Faurecia Industries shares c IPG securities c shares in Faurecia Exhaust Systems South Africa c carrying amount of fixed assets sold to Faurecia Siges dAutomobile c carrying amount of pre-emptive subscription rights sold
191,683 8,556 1,073 1,325 889
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NOTE6
CORPORATE INCOME TAX
Faurecia has elected to file a consolidated tax return. The resulting tax group includes the parent company and its main French subsidiaries. This system allows Faurecia to obtain group
(in thousands)
relief by offsetting any tax losses recorded by the Company and certain of its subsidiaries against the taxable income of other subsidiaries in the tax group.
2011
32,199
2010
7,988
2009
18,100 2,850 0
Tax benet arising from group relief Repayment of a carry back credit Other tax income (expense) tax audit
TOTAL
32,199
7,988
20,950
NOTE7
INTANGIBLE ASSETS
These can be broken down as follows:
(in thousands)
Concessions, patents and similar rights

156
Other intangible xed assets

1,811 205
Intangible assets in progress

0
Total
1,967 205 (7,602) (694) 6,319
AS OF JANUARY1, 2009 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals Other changes NET AS OF DECEMBER31, 2009 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals Other changes NET AS OF DECEMBER31, 2010 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals Other changes NET AS OF DECEMBER31, 2011
(5,191) (76) 5,191
(2,411) (618) 1,128
80
115 22
195 22 0
(63)
(63) 0
80
74 102
154 102 0
(67)
(67) 0
80
109
189
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NOTE 8
PROPERTY, PLANT AND EQUIPMENT
This can be broken down as follows:
Dec. 31, 2011

(in thousands)
Dec. 31, 2010 Net

53 0 438
Dec. 31, 2009 Net

53 0 2,015
Gross
53 271 10,243
Net
53 0 1,170
Land Buildings Other property, plant and equipment
TOTAL
10,567
491
1,223
2,068
(in thousands)
Land
53
Buildings
0
Other property, plant and equipment

2,941 22
Property, plant and equipment in progress

0
Total
2,994 22 (339) (906) 297
AS OF JANUARY1, 2009 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals NET AS OF DECEMBER31, 2009 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals NET AS OF DECEMBER31, 2010 Additions (including own work capitalized) Disposals Funding of depreciation, amortization and impairment provisions Depreciation written off on disposals NET AS OF DECEMBER31, 2011
(3)
(336) (906)
3 53 0
294 2,015 14 (280) (813) 234 0
2,068 14 (280) (813) 234
53
1,170 75
1,223 75 0
(807)
(807) 0
53
438
491
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NOTE9
FINANCIAL INVESTMENTS
Dec. 31, 2011

(in thousands)
Dec. 31, 2010 Net

2,702,103 0 116
Dec. 31, 2009 Net

1,719,550 1,091 0
Gross
2,801,430 0 116
Provisions
99,327 0 0
Net
2,599,078 1,149 34
Equity investments Receivable from associates andnon-consolidated companies Other non-current securities
TOTAL
2,801,546
99,327
2,702,219
2,600,261
1,720,641
Movements in investments in subsidiaries and affiliates break down as follows:

(in thousands)
Gross value
2,557,369 84,324
Provisions
1,102,875
Carrying amount
1,454,494 84,324
NET AS OF JANUARY1, 2009 Capital increases Charges to and reversals of provisions Sale of shares NET AS OF DECEMBER31, 2009 Acquisitions Capital increases Charges to and reversals of provisions Sale of shares NET AS OF DECEMBER31, 2010 Acquisitions Capital increases Charges to and reversals of provisions Sale of shares NET AS OF DECEMBER31, 2011 Loans to subsidiaries and affiliates are due in more than oneyear.
(181,895) (1,163) 2,640,530 330,000 23,507 (526,062) (41) 2,993,996 164 7,623 (157,439) (200,353) 2,801,430 (138,152) 99,327 394,918 920,980
181,895 (1,163) 1,719,550 330,000 23,507 526,062 (41) 2,599,078 164 7,623 157,439 (62,201) 2,702,103
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NOTE10
RECEIVABLES
(in thousands)
Dec. 31, 2011

892,892 (861)
Dec. 31, 2010

732,782 (849) 175
Dec. 31, 2009

795,316 (842) 10,939 8,127 2,963 1,889 6,630
Cash advances Provisions against cash advances Tax due by subsidiaries in the tax group Prepaid and recoverable corporate income tax Recoverable VAT Sundry receivables Other
31,017 2,300 1,639
11,502 3,039 782 49
TOTAL All of the Companys receivables are due within oneyear.
926,987
747,480
825,022
NOTE11
MARKETABLE SECURITIES
As of December31, 2011, marketable securities corresponded mainly to 46,872Faurecia shares (including 21,122 shares under a liquidity contract) with a carrying amount of 0.7million, compared with 270,814 shares with a carrying amount of 5.9million as of December31, 2010.
The carrying amount of this item as of December31, 2011 is presented net of a provision for impairment amounting to 1million (versus 4.5million as of December31, 2010.)
NOTE12
PREPAID EXPENSES
Prepaid expenses mainly comprise:

(in thousands)
Dec. 31, 2011

9 88 390 679 86
Dec. 31, 2010

419 94 364 864 40
Dec. 31, 2009

3,692 61 401 1,254 104
Premiums on currency and interest-rate instruments Commissions and bank charges Interest on commercial paper Rent Other
TOTAL
1,252
1,781
5,512
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NOTE13
DEFERRED CHARGES
Deferred charges as of December31, 2011 refer to financing fees.
NOTE14
SHAREHOLDERS EQUITY
14.1 Movements in shareholders equity

Balance as of Dec. 31, 2010
772,567 288,756 28,734 8,939 0 221,505 556,539 0 501,127 (556,539) 250,171 27,828 0
(in thousands)
Decision at the AGM May26, 2011
Increase in of stock
11 19
Recognized in income of the period
Balance asof Dec.31,2011

772,578 288,775 56,562 8,939 0 722,632 250,171 0
Share capital New-issue, merger and contribution premiums Legal reserves Untaxed reserves Other reserves Retained earnings Net income foryear Untaxed provisions
TOTAL
1,877,040
(27,584)
30
250,171
2,099,657
14.2 Capital stock and additional paid-in capital

As of December31, 2011, the Companys capital stock totaled 772,578,415 divided into 110,368,345fully paid-up common shares with a par value of 7 each. Shares that have been registered in the name of the same shareholder for at least twoyears carry double voting rights (63,596,191 shares as of December31, 2011).
The exercise of all the stock options granted to executives and other employees that were outstanding as of December31, 2011, i.e. 1,475,348 options exercisable at an average price of 42.90, would result in: c capital stock being increased by 10.3million, corresponding to 1,475,348 shares with a par value of 7 each; c additional paid-in capital being increased by 53.0million.
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NOTE15
PROVISIONS FOR CONTINGENCIES AND CHARGES

At Dec. 31, 2011 At Dec. 31, 2010 At Dec. 31, 2009
(in thousands)
Provisions for contingencies Foreign exchange losses Other SUB-TOTAL Provisions for charges Provisions for pensions andother post-employment benets(1) Other provisions for charges SUB-TOTAL 3,942 4 3,946 3,321 3 3,324 2,757 110 2,867 846 0 846 5 2,251 2,256 14 13,646 13,660
TOTAL
4,792
5,580
16,527
(1) Provisions for pensions and other post-employment benefits cover the following costs payable by the Company on retirement of employees: c statutory lump-sum bonuses; c supplementary pension benefits for certain employees. For the latter, it is freed of its commitments by a capital deduction that covers the annuity for the insurance company, which is responsible for theservice; the deduction is made from a fund established to cover pension benefits which are not yet fully acquired. Consequently, the Company hasno further pension commitments towards former employees. The benefit obligation has been estimated by independent actuaries, using a discount rate of 4.50% and an inflation rate of 2%.
(in thousands)
2011
7,988 (1,385) (2,661)
2010
5,611 (1,395) (895)
2009
5,500 (1,715) (1,028)
Projected benet obligation Hedging of obligations Deferred items
PROVISION
3,942
3,321
2,757
(in thousands)
2011
(347) (247) 52
2010
(335) (292) 64
2009
(402) (366) 74
Service cost Restatement of projected benets Return on plan assets Curtailments and settlements Amortization of deferred differences Other changes
(79)
(62)
(794)
TOTAL
(621)
(625)
(1,488)
Faurecia
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(in thousands)
Balance asof Dec. 31, 2010

2,256 3,321 3
Increases
845 621 1
Expenses charged
Reversals
(2,255)
Paymentsto retirement funds
Balance at Dec. 31, 2011

846 3,942 4
Provisions for contingencies Provisions for pension and other post-employment obligations Other provisions for charges
TOTAL
5,580
1,467
(2,255)
4,792
NOTE16
DEBT
(in thousands)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009

8,500
Bonds Convertible bonds Other bonds Borrowings from banks Borrowings from PSA Other 211,280 350,000 819,343 0 5,940 917,037 142,000 11,043 211,310
211,310
1,004,354 128,000 3,714
TOTAL
1,386,563
1,281,390
1,355,878
As of December31, 2010, 58.3% of the Companys debt was at floating rates. This debt is hedged through caps as described in Note20.1. The breakdown of the Companys debt by maturity is as follows:
(in thousands)
At Dec. 31, 2011

277,064 44 513,052 211,345 385,058
Maturing in 2012 Maturing in 2013 Maturing in 2014 Maturing in 2015 Maturing in 2016
TOTAL
1,386,563
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Faurecia put in place a new long-term financing plan by issuing 350million of bonds and subscribing a new syndicated bank loan of 1,150million. Also, a private placement was effected with German investors for 58 million in October 2011. Simultaneously with this financial plan, the 121million balance on the 250million line of credit from our majority shareholder, PSA Peugeot Citron, and linked to the preceding syndicated bank loan, was repaid in full. The line of credit was canceled at the same time. The syndicated bank loan created on December20, 2011 and divided into a 690million tranche maturing November2014, with two options to extend to November2015 and November2016, and a 460million tranche maturing November2016. As of 12/31/2011, the undrawn portion of this credit facility was 660million. This credit facility contains restrictive clauses as to consolidated financial ratios; meeting these ratios is a condition of the loan. As of 12/31/2011, the Group complied with all of these ratios. c net debt*/EBITDA** <2.50; c EBITDA**/net interest >4.50. In addition, this credit includes certain restrictive clauses as to the disposal of assets, whereby all disposal representing over 15% of total consolidated assets would need the authorization of the banks representing two-thirds of the syndicated loan, and as to borrowings of certain subsidiaries.
On November9, 2011, Faurecia issued bonds amounting to 350million and maturing December15, 2016. These bonds bear 9.375% interest; the coupon is paid on June 15 and December15 of eachyear, with the first payment on June15, 2012. They were issued at 99.479% of par and are listed on the Luxembourg stock exchange. They also have a restriction as to gross interest coverage by EBITDA and restrictions on total borrowing similar to those of the syndicated bank loan. The issuance costs are recognized on the income statement, spread over the lifetime of the bonds. Both the syndicated loan and the bonds are guaranteed by certain Group subsidiaries. On November26, 2009, Faurecia issued 211.3million worth of OCEANE bonds convertible into new shares and/or exchangeable for existing shares and maturing on January1, 2015. These bonds bear interest of 4.50% payable on January1 of eachyear, beginning January1, 2011. Each bond has a face value of 18.69. Subject to certain conditions, Faurecia may redeem the bonds early, at any time beginning on January15, 2013, at a price equal to their par value plus accrued interest, provided that all of theoutstanding bonds are redeemed. The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption include a standard change of control clause.
NOTE17
OPERATING PAYABLES AND OTHER PAYABLES
(in thousands)
Dec. 31, 2011

12,963 6,950 19,913 179,049 1,769 180,818
Dec. 31, 2010

17,774 6,599 24,373 190,883 2,451 193,334
Dec. 31, 2009

15,956 4,607 20,563 182,112 9,976 192,088
Trade payables and related accounts Other operating payables SUB-TOTAL OPERATING PAYABLES Cash advances from subsidiaries Other SUB-TOTAL OTHER PAYABLES
TOTAL
200,731
217,707
212,651
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NOTE18
DEFERRED TAXES
Deferred taxes relate to: c temporary differences between the recognition of income and expenses for financial reporting and tax purposes; c tax loss carry forwards of the tax group; Deferred taxes can be analyzed as follows:
(in thousands)
c tax savings arising from the use of tax losses of subsidiaries in the tax group which will have to be restored to them if and when they return to profit. Deferred taxes are computed based on the tax rate for theyear in which they are expected to reverse (i.e.36.10% for 2011 and beyond).
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Deferred tax liabilities on temporary differences Deferred tax liabilities corresponding to tax savings arising fromthe use of the tax losses of companies in the tax group SUB-TOTAL DEFERRED TAX LIABILITIES Tax paid on taxable income that is not yet recognized Charges recognized that are deductible for tax purposes infutureyears Future tax savings on tax loss carry forwards of the tax group SUB-TOTAL DEFERRED TAX ASSETS (520,912) (520,912) 1,447 1,380 440,831 443,658 (481,653) (481,653) 1,212 2,203 402,740 406,155 (449,212) (449,212) 1,018 3,286 365,064 369,368
NET DEFERRED TAX (LIABILITIES) ASSETS
(77,254)
(75,498)
(79,844)
NOTE19
FINANCIAL COMMITMENTS
As of December31, 2011, this item included 18.5million in guarantees given on behalf of direct and indirect subsidiaries and affiliates (versus 21.6million in 2010, and 13.7million at December31, 2009.)
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NOTE20
FINANCIAL INSTRUMENTS USED TO HEDGE MARKET RISKS
20.1 Interest-rate hedges

Caps, swaps and other options in euros and US dollars have been set up to hedge interest-rate risk on the interest payable on borrowings between January2010 and December2013. Positions for 2012 to 2013 can be analyzed as follows by type of financial instrument:
Notional amounts by maturity At 12/31/2011 (in millions)

Interest rate options Variable-rate/xed-rate swaps Floor Accrued premiums payable
<1year
150 158
1to 5years
>5years
224
TOTAL
308
224
Premiums reported under assets as of December31, 2011 amounted to 9,000 and will be paid in installments in 2012.
20.2 Currency hedges

Currency risk on inter-company loans to subsidiaries outside the eurozone that are denominated in the subsidiaries functional currency but referenced in euros is hedged through swaps. As of December31, 2011, currency swaps in place concerned MXN300million, USD416.1million, RUB443million, ZAR128million and PLN694.6million.
NOTE21
AVERAGE NUMBER OF EMPLOYEE
2011
Management Staff 40 2
2010
40 1
2009
42 1
TOTAL
42
41
43
NOTE22
DIRECTORS COMPENSATION
In 2011, total attendance fees paid to directors amounted to 245,000 compared with 212,510 in 2010.
Faurecia
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NOTE23
RELATED-PARTY TRANSACTIONS
(in thousands)
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
In the income statement

c Services invoiced to subsidiaries c Income from subsidiaries and affiliates c Interest income c Services invoiced by subsidiaries c Interest expense
194,112 49,541 11,125 (145,444) (4,450)
159,363 54,263 11,747 (124,670) (3,522)
75,540 69,373 19,969 (39,744) (3,860)
In the balance sheet

c Loans to subsidiaries and affiliates c Trade and other receivables c Supplier and other payables
0 893,844 187,073
1,149 733,890 204,787
1,090 808,679 192,823
Related companies: Related companies are companies that are fully consolidated in the Faurecia Group consolidated financial statements.
NOTE24
INFORMATION ON THE CONSOLIDATING ENTITY
PeugeotSA, 75 avenue de la Grande-Arme 75116 Paris, France.
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10.1.2.5. Five-year nancial summary

2011 (in )
1 Capital stock atyear-end a) Capital stock b) Number of ordinary shares outstanding c) Maximum number of shares to be issued: on exercise of stock options 2 Operations and results a) Net sales b) Income before tax, employee protsharing and depreciation, amortization and provisions for impairment c) Corporate income tax
(1)
2010 (in )
2009 (in )
2008 (in )
2007 (in )
772,578,415 110,368,345 1,475,348
772,567,096 110,366,728 1,523,998
626,139,528 89,448,504 1,594,223
170,765,336 24,395,048 1,435,183
170,765,336 24,395,048 1,258,303
171,388,534
140,574,549
63,259,930
75,141,626
73,123,665
(71,657,003) 32,198,556 0
19,110,764 (7,988,370) 0
37,896,293 (20,949,860) 0
28,051,012 (26,683,576) 0
81,680,821 (24,197,058) 0
d) Employee prot-sharing b) Income after tax, employee protsharing and depreciation, amortization and provisions for impairment f) Total dividend
(2)(3)
250,171,226 38,628,921
556,538,732 27,591,682
233,163,289
(136,508,655)
77,154,196
3 Per-share data b) ncome after tax and employee protsharing but before depreciation, amortization and provisions for impairment b) Income after tax, employee protsharing and depreciation, amortization and provisions for impairment c) Net dividend per share 4 Employee data a) Average number of employees b) Total payroll c) Total benets paid during theyear (socialsecurity,etc.) 42 9,242,938 4,799,326 41 10,214,816 4,234,177 43 8,500,376 3,285,738 45 11,504,857 5,444,637 45 13,553,151 7,356,994
(0.36)
0.25
0.66
2.24
4.34
2.27 0.35
5.04 0.25
2.61
(5.60)
3.16
(1) The amounts in brackets represent tax benefits arising from group relief. (2) The 2011 net dividend is pending approval by the AGM of profit distribution for theyear. (3) The part of the 2011 dividend corresponding to shares that the Company holds on its own behalf at the payment date will be allocated to Retained earnings.
Faurecia
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10.1.3. APPROPRIATION OF 2011 NET INCOME

(in )
Net income for theyear Recommended appropriation: 1 Source Retained earnings carried forward from prioryears Net income foryear
250,171,226
722,631,675 250,171,226 972,802,901
2 Appropriation Legal reserves Dividend

(1)
12,508,561 38,628 921
Additional paid-in capital Retained earnings 921,665 419 972,802,901

(1) The part of the dividend corresponding to shares that the Company holds on its own behalf at the payment date will be allocated to Retained earnings.
Dividends for the last threeyears were as follows:
Financial Year
2008 2009 2010 Recommended for 2011
Number of shares
24,395,048 89,448,504 110,366,728 110,368,345
Dividend paidout(in )
0.250 0.350
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10.1.4. SECURITIES PORTFOLIO ASOFDECEMBER31, 2011

Type and nominalamount Carrying amount
(in thousands)
(in thousands)
Quantity
1 Main securities a) Investments in subsidiaries and affiliates Faurecia Systmes dchappements Faurecia Investments Faurecia USA HoldingsInc. Faurecia Emissions Control Technologies, USA, LLC St Internationale de Participations (SIP) Faurecia Automotive EspaaSL SFEA Socit Foncire pour lquipement Automobile Financire Faurecia Faurecia Exhaust Systems sro Faurecia Magyarorszag Kipufogo-Rendszer Kft Faurecia Sistemas de Escape Argentina SA EAK Composants pour lIndustrie AutomobileSAS Faurecia Tongda Exhaust System (Wuhan) Co,Ltd EAK Composants pour lIndustrie Automobile SNC Faurecia Honghu Exhaust Systems Shanghai Co,Ltd Faurecia Automotive Holdings Faurecia Automotive GmbH (formerlySAI Automotive AG) Faurecia Services Groupe Faurecia Exhaust International Faurecia Sistemas de Escape Portugal Lda Toucan investissementsSA ET Dutch Holdings Cooperatie UA Hennape UnSA Hennape DeuxSAS Hennape TroisSAS SUB-TOTAL 2 Marketable securities and similar Faurecia 46,872 Shares 7 683 3,694 100 100 5,648,700 5,044,004 3,600 1 9,999,999 126,859 642,499 2,200,000 1 24,900,000 1,802,149 158,722 1 51,510 1 23,422,557 1 2,500 1,932,750 1 2,494 Shares 15 Shares 15 Shares USD 0.001 Equities Shares Shares 6 Shares 15 Shares 15 Equities Shares HUF 1 Shares Peso 1 Shares 15 Equities Shares 15 Equities Shares 1 Equities Shares 16 Shares 15 Equities Shares 16 Contribution of 204,600thousand Shares 16 Shares 16 Shares 16 110,316 452,488 475,299 125,400 0 76,449 9,947 53,841 19,759 0 0 0 2,217 0 1,212 918,260 225,184 0 27,051 1 40 204,600 37 1 1 2,702,103
TOTAL
2,702,786
Faurecia
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10.1.5. FAURECIA SUBSIDIARIES AND AFFILIATES AT DECEMBER31, 2011
(in thousands)
Capital
Reserves and retained earnings before appropriation of income
Share of capital owned (as a %)
Gross book value of investment
I. Detailed information A. Subsidiaries (at least 50% of capital owned by the Company) Faurecia investments (ex Bertrand Faure SP) Faurecia Emissions Control Technologies, USA, LLC Financire Faurecia St Internationale de Participations "SIP" Faurecia USA Holdings Inc. EAK SAS ET Dutch Holdings Cooperatie UA Faurecia Sistemas de Escape Argentina Faurecia Systmes d'chappements SFEA Socit Foncire pour l'quipement Automobile Faurecia Exhaust Systems SRO Faurecia Automotive Holdings Faurecia Exhaust International B. Affiliates (10% to 50% of capital owned by the Company) Faurecia Automotive Espana SL Faurecia Automotive GmbH (ex SAI Automotive AG) FaureciaTongda Exhaust System (WUHAN) Co,Ltd (ex TEEC) II. Overall information about other companies Subsidiaries and affiliates not included in sectionA 2,215 7,138 196,420 5,589 529,327 296,202 39,514 11 26 50 76,449 225,184 2,217 75,660 5,256 33,000 10,000 16 4,668 89,616 7,884 84,731 9,638 20,572 23,423 28,991 79,394 (2,930) 43,156 3,877 491,773 (4,046) (7,591) 940 53,974 709 (3,327) 308,158 (1,730) 100 100 100 100 83 51 100 98 100 100 100 100 100 452,488 125,400 53,841 60,196 475,299 2,420 204,600 33,536 110,316 9,947 19,759 918,260 29,302
TOTAL
2,801,429
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Carrying amount of investment
Outstanding loans and advances granted by the Company and not yet paid
Amount of guarantees given by the Company
Sales excluding tax from the last scalyear
Prot or loss (-) from the previousyearend
Dividends received or to be received by the Company
Exchange rates used for non-French subsidiaries and affiliates
452,488 125,400 53,841 381,947 1,216,592
25,525 (32,454) 12,706 9,068 12,760 1 euro =1.2939 USD
475,299
264,855
87,338 301
5,959 280 136
1 euro =1.2939 USD
204,600 46 110,316 9,947 19,759 918,260 27,052 162,645 139,730 35,555 529,975
655 8,585 116 5,161 84,654 101 71
1 euro = 5.6264 ARS
1 euro =25.787 CZK
76,449 225,184 2,217
214,507 5,498 135,535
233,046 118,261 30,209
4,520
9,762
1 euro =8.1588 CNY
1,290
796
3,283
2,702,102
647,644
30,395
Faurecia
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Statutory Auditors reports onthenancial statements
10.2. Statutory Auditors reports onthenancial statements

This is a free translation into English of the Statutory Auditors report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users. The Statutory Auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to the shareholders. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for theyear ended December31, 2011, on: c the audit of the accompanying financial statements of Faurecia; c the justification of our assessments; c the specific verifications and information required by law. These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
I. Opinion on the nancial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December31, 2011 and of the results of its operations for theyear then ended in accordance with French accounting principles.
II. Justication of our assessments

In accordance with the requirements of ArticleL.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: c Note1.2 to the financial statements presents the rules and methods applied to investments. A provision for impairment is set aside if the value in use of an investment falls below its gross value. Value in use is based on the subsidiarys revaluated net assets, profitability and future outlook. As part of our assessment of the accounting principles and methods applied by your Company, we have verified the appropriateness of the above-mentioned accounting methods and examined the application methods and the assumptions used by your Company. These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
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Statutory Auditors reports onthenancial statements
10
III. Specic verications and information

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the documents addressed to the shareholders with respect to the financial position and the financial statements. Concerning the information given in accordance with the requirements of ArticleL.225-102-1 of the French Commercial Code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlling your Company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. We draw your attention to the reasons presented in the management report explaining that your Company does not have any information on compensation and benefits granted by the controlling entity to corporate officers of the Company who are not corporate officers of the controlling entity. In accordance with French law, we have verified that required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
Neuilly-sur-Seine and Paris-La Dfense, April19, 2012 The Statutory Auditors French original signed by PricewaterhouseCoopers Audit Dominique Mnard Ernst& Young Audit Denis Thibon
Faurecia
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Capital and share performance
10.3. Capital and share performance

10.3.1. FAURECIA AND ITS SHAREHOLDERS
All of Faurecias shareholders are given full, clear and transparent information which is tailored to their specific needs and provides them with an objective view of the Groups growth strategy and earnings performance. This financial communication policy is aimed at ensuring that all shareholders have access to the information required in accordance with customary market practice. A great variety of public documents, including those published as regulated disclosures, cover the Companys business operations, strategy and financial information, such as: the Registration Document, the interim financial report, shareholder newsletters, corporate bylaws and the internal rules of the Board of Directors. All these documents are available in the Shareholders & Investors sectionof the Groups website at www.faurecia.fr under the heading Finance, in French and English, or can be obtained on request from the Investor Relations department. Shareholders can also automatically receive documents, such as the annual report, corporate brochures and press releases, through a free subscription service by e-mailing shareholders@ faurecia.com. Faurecia regularly publishes the disclosures required by listed companies in the French legal gazette, the BALO (Bulletin des annonces lgales obligatoires). This information is supplemented by press releases for both the financial community and the general public regarding matters that are of major importance in understanding the Companys strategy. In addition, periodic meetings are held on an interactive basis with financial analysts and business journalists in order to give updates on the Groups goals, products and results. In 2011, Faurecia organized 400different events and meetings in 14countries, attended by around 900institutional investors and financial analysts. Themed presentations were also organized for analysts, investors and asset managers. In addition, employee shareholders have access to a dedicated space on Faurecias Intranet that provides information on the Group employee savingsplan. Annual reports presented and filed as Registration Documents with the Autorit des marchs financiers (AMF) and interim financial reports are broadly circulated within the financial community.
2012 FINANCIAL CALENDAR

February8, 2012 April24, 2012 May23, 2012 July24, 2012 October23, 2012 8:00am 8:00am 10:00am 8:00am 8:00am 2011yearly earnings announced First-quarter 2012 sales announced Annual Shareholders Meeting 2012 interim results announced Third-quarter 2012 sales announced
10.3.2. FAURECIAS CAPITAL

No shares have been issued that do not represent the Companys capital. As of December 31, 2011, the Companys capital amounted to 772,578,415 divided into 110,368,345 fully-paid up shares with a par value of 7 each, all in the same class. According to information from the shareholder accounts, the breakdown of Faurecias share capital and voting rights as of December31, 2011 is as follows, with the understanding that for the needs of this Registration Document and in accordance
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10
with AMF Recommendation of December10, 2009, voting rights are those which are actually exercisable at the Shareholders Meeting and do not include shares without voting rights such as treasury shares:
Shareholders
PeugeotSA Faurecia Actionnariat corporate mutual fund Treasury stock o/w liquidity contract Board members Other
Securities Services
63,380,509 208,246 46,872 21,122 35,601 46,697,117
(%)
57.43 0.19 0.04 0.02 0.03 42.31
Double votingrights
63,380,509 127,689 0 7,371 80,622
Single votingrights
0 80,557 0 28,230 46,616,495
Total
126,761,018 335,935 0 42,972 46,777,739
(%)
72.89 0.19 0 0.02 26.90
TOTAL
110,368,345
100
63,596,191
46,725,282
173,917,664
100
During the 2011 financialyear, declarations were made that legal thresholds or thresholds in the bylaws were crossed as follows:
Crossing legal threshold limits of ownership

The full text regarding threshold limits which are shown below can be found on the website of the AMF.
Name ofshareholder
Number of the AMF decision

no.211C1213 no.211C1213
Date of the AMF decision

July8, 2011 July8, 2011
Threshold crossed
February8, 2010 June2, 2011
Threshold crossed
2/3 of share capital and voting rights 2/3 of exercise of voting rights
control direction
decrease increase
Peugeot Peugeot
Crossing statutory threshold limits of ownership

Date threshold crossed
August3, 2011
Name of shareholder
ALLIANCE BERNSTEIN L.P.
Direction ofthe threshold

increase
Threshold crossed
2% of the capital 64%, 66%, 68%, 70% of voting rights 72% of voting rights 2% of the capital
Number of shares after clearance

2,231,404
% capital after clearance

2.02%
% voting rights after clearance

1.74%
Peugeot Peugeot ALLIANCE BERNSTEIN L.P.
June2, 2011 August27, 2011 December2, 2011
increase increase decrease
63,380,509 63,380 509 2,148,988
57.43% 57.43% 1.95%
70.89% 72.87% 1.68%
Changes in ownership structure over the last threeyears are presented in section10.4.2.2. According to the information disclosed to the Company and/or the market, as of December31, 2011: c no other shareholder held over 5% of the Companys capital or voting rights; c 4,595,000registered shares held by PeugeotSA, i.e.4.25% of Faurecias capital, were pledged with Socit Financire de Banque (SOFIB).
Peugeot SA is the only holder of registered shares which reported pledges on the Companys shares. The Company has not been notified of any shareholders agreements. The Companys directors hold approximately 0.03% of the Companys capital and voting rights.
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10.3.3. CHANGES IN FAURECIAS SHARE PRICE

Faurecia shares are traded on Euronext Paris (compartment A) of NYSE Euronext. In 2011, Faurecias share price rose by 32.3%. At the end of 2011 it stood at 14.65 compared with 21.63 at the end of 2010. The average price of Faurecia shares during 2011 was 22.89, with a high of 31.45 on July5, 2011 and a low of 12.72 on December19, 2011. Averagemonthly trading volumes for 2011 as a whole corresponded to 13.41million shares or 304.85million.
10.3.3.1. Share price and trading volumes (source: Euronext)

Price (in ) Share price and trading volumes
2010 January February March April May June July August September October November December 18.20 16.22 15.56 16.90 15.47 15.39 15.94 15.42 17.45 20.28 19.64 22.49 16.39 13.55 14.38 15.91 13.16 13.80 14.78 14.18 15.82 18.50 18.91 21.32 14.91 11.83 12.56 14.42 11.04 11.87 12.84 12.90 13.54 16.56 17.89 18.47 15.31 12.79 14.88 15.27 12.65 13.22 15.07 13.70 17.20 19.36 18.27 21.63 7,671,357 10,431,518 12,421,473 8,852,366 9,844,714 9,520,539 7,485,120 4,057,059 7,526,878 13,285,282 7,160,581 9,443,192 125,840 140,200 177,910 141,010 129,010 130,150 111,490 57,060 119,250 248,830 135,450 199,250
Trading volume Amount Low Close Shares

(inthousands)
High
Average
Price (in ) Share price and trading volumes

2011 January February March April May June July August September October November December 26.45 30.25 29.22 28.24 29.72 30.10 31.45 28.15 20.50 20.74 19.05 16.55 24.48 27.53 26.10 26.23 28.36 27.79 29.27 20.06 17.25 17.65 16.13 14.39 21.72 23.93 23.30 23.71 27.03 26.21 26.35 17.02 14.70 13.50 13.11 12.72 25.34 28.18 25.80 27.85 29.55 29.54 27.03 20.39 16.22 19.31 15.54 14.65
Trading volume Amount Low Close Shares

(inthousands)
High
Average
16,516,284 15,748,774 11,854,733 12,004,108 9,554,418 11,956,706 11,149,080 18,500,819 14,190,788 16,101,912 13,548,338 9,771,205
405,470 433,660 308,710 311,100 270,630 340,050 323,530 375,390 245,070 282,190 221,130 141,250
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10.3.3.2. Stock market data

Dec. 31, 2011
Stock market capitalization atyear-end (in millions) Share price (in )
c High c Low
Dec. 31, 2010

2,403.3
1,616.9
31.45 12.72 14.65 10.5
22.30 11.09 21.63 7.3
Share price atyear-end (in ) Shareholders equity per share (in )
10.3.3.3. Dividends
FAURECIA SHARES
Number of shares carrying dividend rights
24,395,048 89,448,504 110,366,728 110,368,345
Financial Year
Dividends paid
0.25 cents per share 0.35 cents per share
2008 2009 2010 2011
10.3.3.4. Dividend payment policy

The Company pays dividends in line with the practices of other similar companies, based on the Groups results for theyear.
10.3.3.5. Per share data

(in )
Dec. 31, 2011

3.11 8.2
Dec. 31, 2010

1.79 6.1
Diluted earnings (loss) per share Cash ow per share
The method used to calculate the weighted average number of shares after dilution to determine per share data is explained in Note9 to the consolidated financial statements.
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Additional information onFaureciaSA
10.4. Additional information onFaureciaSA

10.4.1. BACKGROUND
Roots
1891. The first automobiles, in the modern sense, are made, powered by gasoline engines. The first steel tubes follow, patented by Peugeot. They are produced mainly at Audincourt, in the Doubs region of eastern France. 1914. Bertrand Faure opens his first workshop, making seats for Paris trams and underground trains, at Levallois-Perret. 1929. Bertrand Faure acquires the license for the Epeda process enabling the Company to fine-tune its seats for the automotive industry and develop a new product, the spring mattress. Bothbusinesses take off significantly after the Second World War. Bertrand Faure clients include Renault, Peugeot, Citron, Talbot, Panhard-Levassor, Berliet and Simca. 1950. Bernard Deconinck, son-in-law of Joseph Allibert, who had founded the Allibert Company in Isre (eastern France) in 1910, decides to invest in a huge injection press, imported from the USA, to mould large plastic parts in a single piece. He then turns from refrigerator manufacturers to automotive industry customers. 1955. The Frres Peugeot company, one of whose subsidiaries is Peugeot et Cie, starts production of automotive equipment. Over theyears, the companies diversify into making seats, exhaust systems, and steering columns, extends operations outside France, dropping some products to concentrate on new production lines. 1972. Franois Sommer, grandson of Alfred Sommer, merges his automotive floor coverings company with that of Bernard Deconincks company, Allibert, to found the Sommer Allibert group, combining know-how in textiles and plastics. In the early 1980s, Sommer Allibert invests heavily to meet the needs of the automotive industry and becomes a leading specialist in interior vehicle fittings for all of the major automakers. International expansion follows, with the acquisition of Spain-based Lignotock, and an extended presence in Germany from 1993. 1987. Cycles Peugeot merges with Aciers& Outillages Peugeot to form Ecia (quipements et Composants pour lIndustrie Automobile), the PSA Peugeot Citron groups specialist automotive equipment subsidiary. Ecia then undergoes tenyears of intense industrial and geographical development. 1990. Epeda Bertrand Faure draws on its experience in manufacturing seating for transport vehicles cars, trains, trams,etc. to gradually diversify into other business segments. It first branches out into bedding, through the Epeda and Mrinos brands, then luggage with Delsey in 1982 and finally the aeronautics sector through Ratier-Figeac in 1987, but with automotive seating components nevertheless remaining the core business and the French market still accounting for a significant portion of revenue. After carrying out acquisitions in Portugal, Spain and Canada as from 1977, and gaining a modest foothold in Germany, the Companys international expansion takes off, with the acquisition in 1990 of Germany-based Rentrop. EpedaBertrand Faure then becomes the European leader in the Automotive Seating business. Throughout the 1990s until 1998, the Company concentrates on its automotive equipment expertise, selling off its other businesses in bedding (Epeda and Mrinos), aeronautics (Ratier-Figeac) and luggage (Delsey). 1992. Ecia sells its cycle business, followed by its tooling business in 1993, and makes significant acquisitions of exhaust systems specialists Tubauto and Eli chappement in France, Leistritz Abgastechnik in Germany and Silenciadores PCG in Spain. Ecia becomes the leading European manufacturer of exhaust systems. Its Seating division joins forces with the Spanish automotive equipment supplier Irausa to form Ardasa. Clients for exhaust systems, seats, interior fittings and front ends include Volkswagen, Renault, Daimler Chrysler, Opel, Honda and Mitsubishi. December11, 1997. Ecia launches a friendly bid for Bertrand Faure, bringing its direct and indirect stake in this group to 99%. The acquisition leads to the formation of the Faurecia Group in 1998 with the underlying aim of focusing on the automotive equipment business. At the same time as Bertrand Faure sells its luggage business (Delsey) and aeronautics business (RatierFigeac), Ecia sells its motorcycles business (Peugeot Motocycles) to the PSA Peugeot Citron group in 1998. June1999. Ecia and Bertrand Faure merge, resulting in the PSA Peugeot Citron group holding a 52.6% stake in Faurecia by the end of 1999. Faurecia reports sales of over 4billion, with a workforce of 32,000. As well as boosting its size and helping it gain a worldwide position in automotive seating, Bertrand Faure gives Ecia a broader geographical and commercial reach, especially in Germany, where the Company has strong links with manufacturers such as Volkswagen and BMW. Late 1999. The Faurecia Group extends its exhaust systems coverage in North America with the acquisition of the US company AP Automotive Systems. October2000. Faurecia purchases Sommer Allibert. Byfinancing this transaction, the PSA Peugeot Citron group raises its stake in Faurecia to 71.5%. With good coverage of Germany and Spain, the Group commands high market share for vehicle interior fittings in Europe, especially for door and instrument panels and acoustic modules.
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2001. The Sommer Allibert acquisition is finalized through a public offer to buy out Sommer Alliberts minority shareholders. The resulting Group posts sales of 9.6billion. Faurecia then buys out the remaining minority shares held by external shareholders in Sommer Alliberts German subsidiarySAI Automotive AG. 2002. The Faurecia Group acquires 49% of the South Korean catalytic converter maker Daeki Industrial, number two in its market. The sameyear, Faurecia forms a joint venture with the Taiwanese automotive equipment company GSK, with a view to making seats at Wuhan, in China. 2003. Faurecia follows up these acquisitions by buying the South Korean exhaust systems company Chang Heung Prcision, which holds market share of over 20%. This gives Faurecias Exhaust Systems business a manufacturing presence in all continents. In Europe, the Group finalizes an agreement with Siemens-VDO on strengthening and extending their joint venture (SAS), assembling cockpits for BMW, Daimler Chrysler, the Ford group, Renault-Nissan and the Volkswagen group. 2005. To step up Korean operations, Faurecia raises its stake in Daeki (specializing in exhaust systems for Hyundai) to 100%, and sets up a joint venture with the South Korean company Kwang Jin Sang Gong, to produce door modules for Hyundai Motors and Kia Motors. 2007. Faurecia takes over the bumper operations of Cadence Innovation France, enabling the Group to strengthen its market positioning in this sector in France. 2009. Faurecia acquires Emcon Technologies (formerly Arvin Industries), becoming the world leader in the exhaust systems market. This business combination strengthens Faurecias position with automakers in Germany (as Arvin Industries acquired Zeuna Strker in 1998), the USA (particularly Ford), South America, India and Thailand. It also enables Faurecia to enter the commercial vehicles market (trucks and off road). Withthis all-equity acquisition, One Equity Partners, (JP Morgan Chase& Cos private equity arm) holds a 17.3% stake in Faurecia and PSA Peugeot Citrons interest is reduced to 57.4%. Faurecia buys out joint venture partner Tata to become the sole owner of Taco Faurecia Design Center. The Company is renamed Faurecia Automotive Engineering India and becomes Faurecias development center in India. 2010. Faurecia becomes the European leader in automotive exterior parts by acquiring the German activities of Plastal, and
subsequently Plastal EspagneSA. Through these acquisitions, Faurecia Extrieurs dAutomobiles enlarges its client base, in particular with Ford and the four main German brands, upgrades its product offering and reinforces its industrial foothold and its R&D capacity. Its international development is extended though the formation of a joint company in China with Huaxiang, supplier of exterior parts to Fax-Volkswagen. Acquiring an 18.75% stake in Xuyang group in China enables the Faurecia Group to widen the range of products and services it provides in the following strategic segments: complete seat units, vehicle interior systems, acoustic modules and interior upholstery. A strategic alliance with the Geely and Limin groups marks a significant new development stage for Faurecia Systmes dIntrieur and Faurecia Extrieurs dAutomobile in China. To diversify its technological offer in seating systems, Faurecia Automotive Seating acquired the seat comfort technology of the German company Hoerbiger Automotive Komfortsysteme GmbH in the fourth quarter of 2010. Finally, to strengthen the technological prowess of Faurecia Interior Systems, the Faurecia Group acquired Angell-Demmel Europe GmbH, the world leader in decorative metal parts for automobile interiors. 2011. In January, Faurecia took a 21.2% stake in the Danish company, Amminex A/S, thus strengthening its technology towards diesel-emission control. Faurecia also reinforced its presence in China by signing, in January, a new joint venture agreement with Ningbo Huazhong Plastic Products CoLtd to make exterior automobile parts and, in June, by enlarging its scope of cooperation with Changchun Xuyang group, which allows it to develop locally, specifically with the FAW group. In July, an agreement was signed with the Economic and Technological Development Zone of Yancheng for an investment project to allow Faurecia to develop its seat mechanism activity. In addition, in October, Faurecia launched a bond issue in the amount of 350 million, maturing in December 2016 (issue completed with an additional issue of 140million in February2012 with identical maturity) and subscribed another syndicated credit loan for 1,150 billion, in two tranches A (690million) and B (460million), maturing in November2014 and November2016 respectively.
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10.4.2. LEGAL INFORMATION ABOUT THE COMPANY

10.4.2.1. General information aboutthe Company
COMPANY NAME AND HEADQUARTERS
c Company name: Faurecia c Head office: 2, rue Hennape 92000 Nanterre France c Tel.: +33 (0) 1 72 36 70 00 c Fax: +33 (0) 1 72 36 70 07 c www.faurecia.fr
CONTACT
Faurecia Philippe McAllister Director of Legal Affairs 2, rue Hennape 92000 Nanterre Or The above documents can also be viewed on the Companys website at www.faurecia.fr.
LEGAL FORM
Faurecia is a socit anonyme (joint-stock corporation) listed on NYSE Euronext Paris governed by the French Commercial Code and the related implementing regulations. It complies with generally accepted corporate governance principles for companies in France, notably the AFEP-MEDEF Corporate Governance Code of Listed Corporations. Faurecia abides by the legal and regulatory provisions that apply to the governing bodies of listed companies and reports in this Registration Document on the application of the recommendations made in relation to said Code.
CORPORATE PURPOSE
The Companys purpose, as set out in Article3 of the bylaws, is summarized below: c to establish, acquire, operate directly or indirectly or invest in any and all industrial, trading or service companies in France or abroad; c to provide administrative, financial and technical assistance to subsidiaries and affiliates; c to manufacture and sell any and all products, accessories or equipment for the automotive and other industries, and generally to conduct any and all related commercial, industrial, real estate and other transactions.
STATUTORY AUDITORS
The Companys accounts are audited by two Statutory Auditors, appointed in accordance with ArticleL.225-228 of the French Commercial Code.
THE COMPANYS ROLE IN RELATION TO ITS SUBSIDIARIES

Faurecia is a holding company, whose assets are primarily made up of investments in subsidiaries and affiliates. The Groups industrial assets are held by the operating subsidiaries. Faurecia provides direct and indirect financial, accounting, management, administrative and other services to Group companies. A list of consolidated companies as of December31, 2011 can be found in chapter 9 and a simplified organization chart of the Groups operating companies is set out in section10.4.2.3 of this Registration Document. Group subsidiaries are financed on a centralized basis, primarily through Faurecia and Financire Faurecia, which performs a cash pooling role. This way of functioning enables the subsidiaries to benefit from the favorable market conditions obtained from lenders by Faurecia and compensates for theborrowing and lending positions of the different entities. As of December31, 2011, the Companys net debt, corresponding to borrowings less cash and cash equivalents, securities investments and net inter-company cash advances, amounted to 641.4million, compared with 1,224.1million in consolidated net debt for the Group as a whole.
DATE OF INCORPORATION AND TERM

Incorporated on: July1, 1929. Term expires on: December31, 2027.
INCORPORATION DETAILS
The Company is registered with the Nanterre Trade and Companies Registry under number: 542,005,376. APE (Business Identifier code) is: 7010Z.
CONSULTATION OF CORPORATE DOCUMENTS

During the period of validity of this Registration Document, thefollowing documents (or copies thereof) can be consulted at the Companys headquarters: a. the Companys articles of incorporation and bylaws; b. financial information on FaureciaSA and its subsidiaries for each of the two fiscal years prior to publication of theRegistration Document.
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FISCALYEAR
The Companys fiscalyear covers the 12-month period from January1 to December31.
Holders of registered shares are notified by mail; the other shareholders are notified via the relevant banks and brokers through the financial notices provided for by the applicable regulations. A continually updated schedule of all of the Groups financial events, including the date of the Shareholders Meeting, is available on Faurecias website at www.faurecia.fr. To be entitled to attend Shareholders Meetings in person or to be represented by proxy, holders of registered shares must have their shares recorded in the registered share account kept by the Company and holders of bearer shares must have their shares recorded in a share account kept by their bank or broker at least three(3)days prior to the date of the Meeting. The person who issues the notice of meeting may, however, reduce this period if he or she sees fit. The rights of shareholders, which may only be amended in accordance with the conditions laid down by French law, are not affected by any other provision of the bylaws.
INCOME APPROPRIATION
Income available for distribution corresponds to net income for theyear, less any losses carried forward from prioryears and any amounts appropriated to reserves in compliance with the law or the bylaws, plus any retained earnings. Out of this income, the Shareholders Meeting determines theportion attributed to shareholders in the form of dividends and deducts the amounts it considers appropriate to allocate to any reserve funds or to carry forward. However, except in the case of a capital reduction, no distributions may be made to shareholders if the Companys shareholders equity represents or would represent after the planned distribution less than its capital stock plus any reserves which, according to the law or the bylaws, are not available for distribution. The Shareholders Meeting may also decide to distribute amounts deducted from optional reserves in order to pay or increase a dividend or pay a special dividend. The Companys bylaws provide that the Ordinary Shareholders Meeting approving the financial statements for theyear may also decide to offer each shareholder the option between thepayment of the dividend or the interim dividend in cash or in shares.
VOTING RIGHTS
The Companys bylaws do not provide for any restrictions on voting rights. Voting rights at Ordinary, Extraordinary and Special Shareholders Meetings are exercisable by the beneficial owner of the shares.
DOUBLE VOTING RIGHTS

All fully paid-up shares that have been registered in the name of the same holder for at least two(2)years carry double voting rights. In the case of a bonus share issue paid up by capitalizing retained earnings, income or additional paid-in capital, the bonus shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from the date of issue. This double voting right may be canceled following a decision of the Extraordinary Shareholders Meeting and after having informed a special meeting of the beneficiary shareholders. Shares that are transferred or converted to bearer form are stripped of double voting rights. However, double voting rights are not lost and the above-mentioned two-year period continues to run when shares are transferred following the liquidation of a marital estate, or by way of an inheritance or in the form of an inter vivos gift to a spouse or a relative in the direct line of succession.
DIVIDENDS STATUTE OF LIMITATIONS

Dividends not collected within fiveyears of the payment date will be time-barred and paid over to the French Treasury.
REGISTRAR AND PAYING AGENT

The registrar and paying agent for Faurecia shares is Caceis Corporate Trust, 14 rue, Rouget-de-Lisle, 92862 Issy-lesMoulineaux Cedex 9, France.
STOCK MARKET DATA

Faurecia shares are listed on Euronext Paris (compartment A) of NYSE Euronext under ISIN code FR 0000121147. They are included in the SBF80, MID& SMALL190 and NEXT150 indexes. They are eligible for inclusion in personal equity plans (PEA) and the deferred settlement service (SRD).
DISCLOSURE THRESHOLDS (CURRENT ARTICLE24 OFTHE BYLAWS)

When an individual or corporate shareholder, acting alone or in concert within the meaning of ArticleL.233-10 of the French Commercial Code, raises their interest to above 2% of the Companys voting rights, said shareholder must inform the Company of the total number of shares and voting rights held by the shareholder, within five trading days of the threshold being crossed, by registered letter with return receipt requested. This 2% disclosure threshold applies in addition to the 5% threshold provided for in ArticleL.233-7 of the French Commercial Code.
SHAREHOLDERS MEETINGS
The particular rules governing the participation of shareholders in the General Meetings are described in Articles17 and 18 of the Companys current bylaws, and may be consulted on website (www.faurecia.fr). Shareholders Meetings are held at the Companys headquarters or at any other venue specified in the notice of meeting.
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The shareholder must also inform the Autorit des marchs financiers within the same timeframe, so that the latter can disclose this information to the public, in accordance with its General Regulations. In the case of failure to comply with these disclosure rules, at the request of one or several shareholders present or represented at the Meeting with combined holdings representing at least 2% of the capital or voting rights, the undisclosed shares will be stripped of voting rights. Said request must be recorded in the minutes of the Shareholders Meeting. This procedure is in addition to the legal requirements concerning disclosure thresholds set out in ArticleL.233-7 of the French Commercial Code. The rights of shareholders, which may only be amended in accordance with the conditions laid down by French law, are not affected by any other provision of the bylaws.
MAJOR CONTRACTS
To date, Faurecia has not entered into any major contracts that would entail a significant obligation or commitment for the Group, other than those that fall within the ordinary course of business.
DEPENDENCE
Faurecia is not currently dependent on any patents or manufacturing processes owned by third parties or on any specific supply contracts to conduct its business. In the automotive industry sector in which Faurecia operates subcontractors do not generally define the technical specifications for subcontracted parts. When on rare occasions subcontractors are in a position to do this, the Groups policy is to contractually arrange for the subcontractor concerned to transfer the relevant design work in order for it to be used in conjunction with other services.
ARRANGEMENTS WHOSE OPERATION COULD RESULT INA CHANGE IN CONTROL OF THE COMPANY OR WHICH COULD POSTPONE OR PREVENT A CHANGE IN CONTROL
To the best of the Companys knowledge there are no arrangements in place whose operation could result in a change in control of the Company at a future date. There are currently no deeds, bylaws, charters, regulations or contractual provisions in place that could postpone or prevent a change in control of the Company.
SIGNIFICANT PROPERTY, PLANT AND EQUIPMENT

The Groups 270manufacturing sites and 40research and development centers spanning 33countries worldwide enable it to maximize its local presence and implement its just-in-time delivery strategy. None of its manufacturing equipment taken on an individual basis represents a material value in relation to the property, plant and equipment of the Group as a whole. Theyare mostly dedicated to client programs. As a result, utilization rates are largely dependent on business levels. With very few exceptions, utilization rates for equipment and facilities are not monitored centrally or systematically. Note12 to the consolidated financial statements provides further information on the Groups property, plant and equipment.
ARRANGEMENTS ENTERED INTO BY THE COMPANY WHICH WOULD BE AMENDED OR TERMINATED IN THEEVENT OF A CHANGE IN CONTROL OF THE COMPANY
The syndicated loan agreement entered into by the Company on December20, 2011 includes an acceleration clause under which subject to certain conditions each bank may require immediate payment of outstanding sums in the event of a change in control of the Company. Furthermore, the bond issue carried out on November26,2009 stipulates that bondholders may request the early redemption of all or part of their bonds, under the conditions of the memorandum issued on November 18, 2009 having been approved by the AMF under no.09-337. The bond issue of November9, 2011 has a similar clause.
FACTORS THAT MAY IMPACT A PUBLIC TENDER OFFER

Information required under ArticleL.225-100-3 is set out in sections8.1.1.3, 8.1.2.1 to 8.1.2.2, 8.4, 10.3.2, 10.4.2, 10.4.2.2 of this Registration Document.
10.4.2.2. Additional information ontheCompanys capital

As of December31, 2011 the Companys capital amounted to 772,578,415, divided into 110,368,345fully paid-up shares with a par value of 7 each, all of the same class. This represents 173,917,664 voting rights (exercisable voting rights, not including shares stripped of voting rights). No shares have been issued that do not represent the Companys capital.
MEASURES TAKEN BY THE COMPANY TO ENSURE THATCONTROL IS NOT EXERCISED IN AN ABUSIVE MANNER
The measures taken by the Company to ensure that control is not exercised in an abusive manner are described in the following sections of this Registration Document: c section8: report by the Chairman of the Board of Directors on internal control; c section8.1.1: relating to the presence of independent directors on the Board of Directors and Board committees; c section8.1.2: paragraph on conflicts of interest.
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AUTHORIZED CAPITAL
The table below outlines the financial authorizations in force and the amounts used throughout 2011
Date of the Shareholders Meeting and Authorization

Shareholders Mtg of May26, 2010 Resolution 7 Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, with pre-emptive subscription rights for existing shareholders Shareholders Mtg of May26, 2010 Resolution 8 Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, without pre-emptive subscription rights for existing shareholders, through apublic offering Shareholders Mtg of May26, 2010 Resolution 9 Authorization for the Board of Directors to carry out employee rights issues in accordance with the conditions set out in ArticleL.3332-19 of the French Labor Code Shareholders Mtg of May26, 2010 Resolution 10 Authorization for the Board of Directors to increase the number of securities to be issued as part of a capital increase either with or without pre-emptive subscription rights for existing shareholders inorder to grant a greenshoe option Shareholders Mtg of May26, 2010 Resolution 11 Authorization for the Board of Directors to set the issue price on the issuance of ordinary shares and/or securities carrying rights to shares without pre-emptive subscription rights for existing shareholders, subject to the conditions set by the Shareholders Meeting and a ceiling of 10% of the Companys capital Shareholders Mtg of May26, 2010 Resolution 12 Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company or to debt securities, as part of a private placement, without pre-emptive subscription rights for existing shareholders Shareholders Mtg of May26, 2011 Resolution 2 Authorization to be given to the Board of Directors to grant free shares
Amount in / nominal value
Term
Liquidation in 2011.
300million 1,000million in debt securities
26months
No
110million 1,000million in debt securities
26months
No
Maximum amount of 23,117,000 Up to a limit of 15% of the initial issue and at the same price as that for the initial issue
26months
No
26months
No
Up to the legal ceiling of10% ofthe share capital 110million 1,000million in debt securities Up to the legal ceiling of20% ofthe share capital Up to a maximum limit of 2million shares on the day the Board takes its decision
26months
No
26months
No Yes, Board decision of July25, 2011, maximum of 933,400shares
29months
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POTENTIAL SHARE CAPITAL

The potential share capital comprises stock options, performance shares and convertible or exchangeable bonds (OCEANEs): c as of December31, 2011, a total of 1,475,348 employee stock options were outstanding; c please see the table below and also Note 22.2 of the consolidated financial statements for details of the stock option plans approved as of December31, 2011; c further to the authorization granted at the Shareholders Meeting of May26, 2011, the Board of Directors at its meeting on July25, 2011 adopted the rules for the granting of plan number3 for the granting of free shares and decided on the list of 246 beneficiaries eligible to receive, subject to achieving the plans performance targets, a maximum of 933,400Faurecia shares;
c it is recalled that according to the terms and the exercise of authority given by the Shareholders Meeting of April23, 2009 to the Board of Directors to issue shares and/or securities giving right to shares, either with or without pre-emptive subscription rights for existing shareholders, in case of over-allocation of options, the Board of Directors meeting of October15, 2009 decided to set up a public issue, without pre-emptive subscription rights for existing shareholders or a priority subscription period, of OCEANEs convertible/ exchangeable bonds for a maximum normal amount of 265million (including any additional bonds issued on the exercise of a greenshoe option by the financial institutions underwriting the issue) and the maximum amount of any capital increases arising on conversion of the OCEANEs bonds was set at 150million. On November24, 2009, the amount of the OCEANE issue was increased to 211.3million, representing 11,306,058bonds. At December31, 2011, 1,615 bonds had been converted into shares.
TABLE SHOWING PLANS FOR FREE GRANT OF SHARES OF DURING 2011

Max. number ofshares granted during theperiod
Plan number anddate
Meeting date/ Date of Board meeting
Acquisition date
July25, 2014 for French tax residents/ July25, 2015 for non-French tax residents
Vesting date
July25, 2016 for French tax residents/ July25, 2015 for non-French tax residents
Performance requirements
Pretax net income ofthe Group at December31, 2013 before gains on asset disposals and change in the scope ofconsolidation
Plan no.3 July25, 2011
May26, 2011/ July25, 2011
933,400
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TREASURY STOCK (EXCLUDING THE LIQUIDITY AGREEMENT)

As of December31, 2011 the Company held 25,750shares in treasury (see Note 11 to the parent company financial statements).
During 2011, in connection with the liquidity agreement the Company purchased a total of 551,073shares, representing 0.5% of the Faurecia capital for 12,663,565.27 and sold an aggregate 530,716 shares for 12,239,691.69. As of December31, 2011, the following amounts figured in the liquidity account: 21,122 shares with a value of 309,437.30, and 86,212.90 cash equivalents. In 2011, losses recorded in relating to the liquidity agreement totaled 128,478.91, and cash remuneration totaled 2,578.94 Management fees came to 40,000 (excluding VAT).
LIQUIDITY CONTRACT
Since April27, 2009, Faurecia has set up a liquidity agreement that complies with the AMAFI Code of Ethics. This agreement is valid for oneyear and is automatically renewable. Share buybacks are used for a number of reasons, including to maintain a liquid market for the Companys shares and to purchase shares for allocation to employees or corporate officers, notably under stock option or share grant plans. The maximum amount that may be invested by the Company in a share buyback program may not exceed 10% of the Companys capital. The maximum authorized may not exceed 10% of the Companys share capital and the per-share purchase price may not exceed 40. In accordance with the law, when treasury shares are purchased in order to maintain a liquid market, the calculation of the above-mentioned 10% ceiling is based on the number of shares purchased less the number of shares sold during the term of the buyback program. In compliance with ArticleL.225-210 of the French Commercial Code, the value of all of the treasury shares owned by the Company does not exceed the amount of available reserves, other than the legal reserve, as recorded in the parent company financial statements for theyear ended December31, 2010.
BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR NEW OR EXISTING SHARES
It is recalled that on November 24, 2009, Faurecia issued 11,306,058 bonds totaling 211.3million gross, payable on January1, 2015. Each bond has a nominal value of 18.69. The bonds bear annual interest of 4.50% (i.e. 0.841 per bond) payable on January1 eachyear, as from January1, 2011. The bonds will be reimbursed in full on January1, 2015. They are convertible into and/or exchangeable for new or existing Faurecia shares on a one-for-one basis, subject to future modifications. Faurecia may redeem the bonds in advance, provided certain conditions are met. At December31, 2011, 1,615 bonds had been converted into shares.
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CHANGES IN FAURECIAS CAPITAL OVER THE LAST FIVEYEARS

Amount of capital increase/ reduction
(in )
New capital stock

(in )
New additional paid-in capital

(in )
New number of shares
Year and type of transaction

February2005 Capital increase following the exercise of stock options leading to the issue of 6,500new shares April2005 Capital increase following the exercise of stock options leading to the issue of 5,950new shares July2005 Capital increase following the exercise of stock options leading to the issue of 7,600new shares October2005 Capital increase following the exercise of stock options leading to the issue of 3,000new shares January2006 Capital increase following the exercise of stock options leading to the issue of 1,000new shares December2006 Capital increase following the exercise of stock options leading to the issue of 24,635 new shares April2007 Capital increase following the exercise of stock options leading to the issue of 1,000new shares October2007 Capital increase following the exercise of stock options leading to the issue of 24,635 new shares February2008 Capital increase following the exercise of stock options leading to the issue of 2,380 new shares May2009 Capital increase representing a gross amount of 455,374,192, through the issue of 65,053,456 new shares February2010 Capital increase representing a gross amount of 146,427,568, through the issue of 20,918,224new shares February2011 Capital increase following the conversion of bonds leading to the creation of 69new shares April2011 Capital increase following the conversion of bonds leading to the creation of 1,006new shares July2011 Capital increase following the conversion of bonds leading to the creation of 300new shares February2012 Capital increase following the conversion of bonds leading to the creation of 242new shares
Nominal amount
Premium
45,500
187,600
169,519,357
736,129,579.57
24,217,051
41,650
151,144
169,561,007
736,280,723.57
24,233,001
53,200
328,210
169,614,207
736,608,933.57
24,230,601
21,000
51,620
169,635,207
736,660,553.57
24,233,601
7,000
35,380
169,642,207
736,712,173.57
24,234,601
172,445
852,981.30
169,814,652
737,565,154.87
24,259,236
240,800 1,191,084.50
170,055,452
738,756,239.37
24,293,636
693,224 3,231,303.27
170,748,676
741,987,542.64
24,392,668
16,660
82,609.80
170,765,336
742,070,152.44
24,395,048
455,374,192
626,139,528
742,080,152.44
89,448,504
146,427,568
772,567,096
742,080,152.44
110,366,728
483
806.61
772,567,579
742,080,959.10
110,366,797
7,042
11,760.14
772,574,621
742,092,719.20
110,367,803
2,100
3,507
772,576,721
742,096,226.20
110,368,103
1,694
2,828.98
772,578,415
742,099,055.18
110,368,345
218
Faurecia

10
CHANGES IN OWNERSHIP STRUCTURE OVER THE LAST THREEYEARS

December31, 2011 Shareholders
PeugeotSA Faurecia Actionnariat corporate mutual fund Treasury stock Other
December31, 2010 Number ofshares

63,380,509
December31, 2009 Number ofshares

63,380,509
Number ofshares
63,380,509
% % voting capital rights

57.43 72.89
% % voting capital rights

57.43 63.26
% capital
70.86
% voting rights
75.69
208,246 46,872 46,732,718
0.19 0.04 42.34
0.19 0 26.92
167,920 270,814 46,547,485
0.15 0.24 42.18
0.19 0 36.55
127,689 270,814 25,669,492
0.14 0.30 28.70
0.18 24.13
TOTAL
110,368,345
100
100 110,366,728
100
100
89,448,504
100
100
MAJORITY SHAREHOLDER
At December31, 2011, PeugeotSA holds 57.43% of Faurecias share capital. PeugeotSA is a company that forms part of an international automotive group present in 150countries and which has three main sub-groups: Banque PSA Finance, dedicated to automobile financing; Faurecia, an automotive equipment supplier; and Gefco, a transport and logistics business.
exchangeable or otherwise exercisable for shares with voting rights, as well as the number of securities held by each such person or entity and details of any restrictions applicable to the securities. Such information requests may be made at any time.
STOCK OPTIONS
Following the rights issue carried out in April/May2009, the exercise price and number of shares under option were adjusted for the Companys stock option plans set up between October20, 1994 and April10, 2008 in order to preserve the rights of the option holders. These adjustments were calculated in accordance with ArticlesL.228-99 and R.228-91 of the French Commercial Code.
IDENTIFICATION OF SHAREHOLDERS
The Company is entitled to obtain from the organization responsible for clearing securities transactions the names of holders of shares carrying voting rights at Shareholders Meetings and of securities convertible, redeemable,
Faurecia
219
10

Details of outstanding options exercisable for newly-issued shares (stock subscription options) are set out in the table below: As of December31, 2011:
Date of Shareholders Meeting

5/3/1995 5/31/1994 6/5/1997 6/1/2001 6/1/2001 5/14/2002 5/14/2002 5/25/2004 5/23/2005 5/23/2005 5/29/2007
Date of Board meeting/ adjusted exercise

(in )

133,750 63,180 411,489 315,315 313,560 321,750 340,800 346,200 357,000
including granted to senior executive management

42,800 17,550 81,315 118,170 127,530 142,740 168,000 172,800 174,000
Start of exercise period Expiry of exercise period

9/13/2001 9/11/2011 6/27/2002 6/25/2012 2/23/2006 2/22/2012 11/29/2006 11/27/2012 4/14/2008 4/13/2014 4/18/2009 4/18/2015 4/14/2010 4/14/2016 4/17/2011 4/17/2017 4/10/2012 4/10/2016
Options exercised
97,905 36,855 32,994 106,583 0 0 0 0 0
Options forfeited
35,845 19,305 135,369 134,105 149,760 125,775 135,600 85,200 32,400
Number of options outstanding as of Dec.31,2011

0 7,020 243,126 74,627 163,800 195,975 205,200 261,000 324,600
9/12/1996 22.92 6/26/1997 34.40 2/22/2002 47.01 11/28/2002 35.65 4/14/2004 49.73 4/19/2005 54.45 4/13/2006 45.20 4/16/2007 44.69 4/10/2008 28.38
TOTAL No stock subscription options were granted in 2011.
1,475,348
220
Faurecia

10
Details of outstanding options to purchase existing shares (stock purchase options) are listed in the table below: As of December31, 2011:
Date of Shareholders Meeting

5/22/2000
Date of Board meeting/ adjusted purchase price

(in )

50,895
including granted to senior executive management

46,800
Start of exercise period Expiry of exercise period

4/26/2005 4/25/2011
Options exercised
19,305
Options forfeited
31,590
Number of options outstanding as of Dec.31,2011

0
4/26/2001 46.59
TOTAL
Stock options granted or exercised

TABLE 9 (NUMBERING PER AMF RECOMMENDATION OF DECEMBER22, 2008)
Stock options granted to/exercised by the ten employees whoreceivedthehighest number of options
Options granted to the top ten employee grantees during theyear, bytheCompany and other Group companies entitled to grant options. (Total) Options exercised during theyear by the top ten employee grantees oftheCompany and other Group companies entitled to grant options. (Total) No stock subscription options were granted in 2011.
Total number of options granted/exercised
Weighted average price (in )
Faurecia
221
10

10.4.2.3. Organizational chart of Faurecia Group companies

FAURECIA
100% 100%
Simplied organizational chart of operational companies

100% 100% 100% 50% 51% 51%
Financire Faurecia (France)
Faurecia Services Groupe (France)
SFEA (France)
Socit Internationale de Participations (SIP) (Belgium)
Faurecia Automotive Seating India Private Ltd (India)
Tecnoconfort (Spain)
EAK SAS (France)

100%
EAK Snc (France)

100%
Faurecia Madison Automotive Seating, Inc. (USA)

100% 100% 100% 100% 100% 100% 100%
Faurecia Mexico Holdings, LLC (United States)

82.55%
Faurecia Interior Systems Saline, LLC. (United States)
Faurecia Emissions Control Technologies, USA, LLC (United States)
Servicios Corporativos de Personal Especializado, S.A. de C.V. (Mexico)

100%
Faurecia Sistemas Automotrices de Mexico, S.A. de C.V. (Mexico)

100%
Faurecia Interiors Louisville, LLC (United States)

100%
Faurecia Interior Systems, Inc. (United States)

100%
Faurecia Automotive Seating, LLC. (United States)

100%
Faurecia USA Holdings, Inc. (United States)

100%
17.45%
Faurecia Exhaust Systems AB (Sweden)

100% 100% 100%
United Parts Exhaust Systems AB (Sweden)

100%
Faurecia Automotive Seating B.V. (Netherlands)

100%
Faurecia Netherlands Holding B.V. (Netherlands)

51%
Faurecia Exhaust Systems, LLC (United States)

50%
Faurecia Exhaust Systems, Inc. (United States)
Faurecia Systmes dEchappement (France)

100%
EMCON Technologies France SAS (France)

100%
Faurecia Exhaust Systems s.r.o. (Czech Republic)
Faurecia Exhaust International (France)

100% 60%
Faurecia Sistemas de Escape Argentina SA (Argentina)

100%
Faurecia Honghu Exhaust Systems Shanghai Co. Ltd (China)
Faurecia Tongda Exhaust System (Wuhan) Co., Ltd (China)
25.81% 55.02%
ET Dutch Holdings Cooperatie U.A. (Netherlands)

100%
ET Dutch Holding BV (Netherlands)

100%
Exhaust Services Mexicana,S.A. de C.V. (Mexico)

100%
FaureciaOOO Faurecia Metalloprodukcia Holding Metalloprodukcia Exhaust (France) Systems (Russia)

98,02% 99% 99,74%
Faurecia Automotive GmbH (Germany)

19.17%
ET Dutch Holdings II BV (Netherlands)
ET Mexico Holdings I, S. de R.L. de C.V. (Mexico)

100%
ET Mexico Holdings II, S. de R.L. de C.V. (Mexico)

100%
Faurecia Emissions Control Faurecia Emissions Control Technologies, Cordoba S.A. Technologies, Mlada Boleslav, (Argentina) s.r.o (Czech Republic)
1,98% 100% 1% 100%
Faurecia Automotive do Brasil Ltda (Brazil)

0,26% 100%
Emcon Technologies Canada ULC (Canada)

100% 100%
Faurecia Emissions Control Technologies, Thaland Co. Ltd (Thailand)

100% 100%
Faurecia Emissions Control Technologies, Limeira Ltda (Brazil)

100%
Faurecia Sistemas de Escapamento do Brasil Ltda (Brazil)
Faurecia Emissions Control Technologies, Italy SRL (Italy)
Faurecia Emissions Control Technologies Netherlands B.V. (Netherlands)

100%
Et (Barbados) Holdings SRL (Barbados)

50%
Faurecia Investments (France)

100% 100%
Faurecia Emissions Control Technologies UK Ltd (Great Britain)

100%
Emission Control Emission Control Technologies Faurecia Emissions Control Technologies Holdings S.A. S.A. (Ga-Rankuwa) (Pty) Ltd Technologies (Cape Town) (Pty) Ltd (South Africa) (South Africa) (Pty) Ltd (South Africa)
100% 100% 100% 100% 100%
Faurecia Emissions Control Technologies, Hungary Kft (Hungary)

100%
Ad Tech Co. Ltd (Korea)

100%
Faurecia Siges d'Automobile (France)

100%
Ecsa (France)
100%
Siebret (France)
100%
Siedoubs (France)
100%
Sielest (France)
100%
Siemar (France)
100% 100%
Sienor (France)
Sieto (France)
100%
Flamant Bleu S.A.S. (France)

100%
Sotexo (France)
100%
Faurecia Equipements Automobiles Maroc (Morocco)

100%
Socit Tunisienne d'Equipements d'Automobile (Tunisia)

100%
Faurecia Informatique Tunisie (Tunisia)

100%
Faurecia Automotive del Uruguay, Ltd (Uruguay)

100%
Faurecia Automotive Seating UK Ltd (Great Britain)

50%
Faurecia Midlands Ltd (Great Britain)
Faurecia AST Luxembourg S.A. (Luxembourg)

100%
Faurecia-Assentos de Automovel, Limitada (Portugal)

100%
EDA - Estofagem De Assentos, Lda (Portugal)

50,01%
SASAL (Portugal)
51%
Faurecia - Sistemas de Escape Portugal, Lda (Portugal)

50%
Faurecia Sistemas Interior de Portugal Componentes Para Automovel S.A. (Portugal)

50%
Vanpro Assentos Lda. (Portugal)

100% 99,29%
Faurecia Automotive Development (Russia)

100%
Faurecia Components Pisek s.r.o. (Czech Republic)

100%
Industrias Cousin Frres, S.L. (Spain)

100%
Faurecia Azin Pars (Iran)

100%
Arsed d.o.o. (Slovenia)

100%
Teknik Malzeme (Turkey)

100%
BFTC (Turkey)
100%
Orcia Otomotiv (Turkey)
Faurecia Automotive Seating Korea, Ltd (Korea)

100%
Faurecia Emissions Control Technologies Development (Shanghai) Company Ltd (China)

100% 100%
Faurecia Automotive Polska S.A. (Poland)

100%
Faurecia Grojec R&D Center S. A. (Poland)

60%
Faurecia Walbrzych S.A. (Poland)

51%
Faurecia Gorzow S.A. (Poland)

50%
Faurecia Legnica S.A. (Poland)

19%
Faurecia Automotive Seating Canada Ltd (Canada)

100%
Faurecia Emissions Control Technologies Canada Ltd (Canada)

100%
Faurecia Japan K.K. (Japan)

100%
Faurecia Emissions Control Technologies (Yantai) Co., Ltd (China)

100%
Changchun Faurecia Xuyang Automotive Seat Co., Ltd (China)

100%
Faurecia- Gsk (Wuhan) Automotive Seating Co., Ltd (China)
Faurecia-Nhk Co., Ltd (FNK) (Japan)
Faurecia-NHK Kyushu Co., Ltd (FNQ) (Japan)
Faurecia (Shanghai) Automotive Systems Co., Ltd (China)
Faurecia (Qingdao) Exhaust Systems Co., Ltd (China)

100%
Faurecia (Wuhu) Exhaust Systems Co. Ltd (China)

100%
Faurecia Emissions Control Technologies (Shanghai) Co., Ltd (China)

100%
Faurecia (China) Holding Co., Ltd (China)

100% 100%
Faurecia Emissions Control Technologies (Chengdu) Co., Ltd (China)

100% 72,5% 51%
Faurecia (Nanjing) Automotive Systems Co., Ltd (China)

50%
Faurecia (Shenyang) Faurecia (Yancheng) Automotive SystemsCo., Automotive Systems Co., Ltd (China) Ltd (China)
50% 50%
Faurecia (Wuhan) Automotive Components Systems Co., Ltd (China)

50%
Faurecia (Guangzhou) Faurecia Emissions Control Automotive Systems Co., Technologies (Chongqing) Ltd (China) Co., Ltd (China)
50% 50%
Chengdu Faurecia Limin Automotive Systems Company Limited (China)

40%
Zhejiang Faurecia Limin Interior & Exterior Systems Company Limited (China)
Chongqing Guangneng Faurecia Interior Systems Company Limited (China)
Xiantan Faurecia Limin Interior & Exterior Systems Co., Ltd (China)
Lanzhou Liimn Changchun Huaxiang Jinan Jidao Auto Parts Faurecia Automotive Plastic Automotive Parts Company Limited (China) Company Limited (China) Components Co. Ltd (China)
Changchun Xuyang Faurecia Acoustic & Soft Trim Co. Ltd (China)
222
Faurecia

10
as of december 31, 2011 (directly or indirectly controlled)

100% 100% 100% 100% 100% 100% 100% 100%
Faurecia Automotive Holdings (France)

100%
Automotive Sandouville (France)
Faurecia Intrieur Faurecia Automotive Faurecia JIT Plastique Industrie Industrie (France) (France) (France)
100% 100% 100%
Faurecia Intrieurs Mornac (France)

100%
Faurecia Industries (France)

90% 10%
Faurecia Bloc Avant (France)
TRECIA (France)
100%
Faurecia Industrie N.V. (Belgium)

100%
Faurecia Interior Systems Bohemia s.r.o. (Czech Republic)

100%
Faurecia Interiors Pardubice s.r.o. (Czech Republic)

100%
Faurecia Argentina S.A. (Argentina)

60%
Faurecia Exteriors Argentina S.A. (Argentina)

100% 50%
Faurecia Interior Systems Thaland Co., Ltd (Thailand)

100%
Faurecia Interiors Systems India Pvt Ltd (India)

100%
SAI Automotive Fradley Ltd (Great Britain)

100%
SAI Automotive Washington Ltd (Great Britain)

100%
Faurecia ADP Holding (France)
000 Faurecia ADP (Russia)
Euro Auto Plastic Systems s.r.l. (Romania)
Faurecia Interior Systems Faurecia Interior South Africa (Pty) Ltd Systems Pretoria (South Africa) (Pty) Ltd (South Africa)
100%
Faurecia Exhaust Systems South Africa (South Africa)

100%
Ecia South Africa (South Africa)

100% 100% 49,95%
63.88%
Faurecia Automotive Espana, S.L. (Spain)

10.66% 12.50%
Valencia Modulos de Puerta, S.L. (Spain)

87,5%
Incalplas, S.L. (Spain)

100%
Faurecia Automotive Exteriors Espana, S.A. (Spain)

100%
Faurecia Interior Systems Espana, S.A. (Spain)

100%
Faurecia Interior Systems SALC Espaa, S.L. (Spain)

50,05% 100% 50%
Faurecia (Wuhan) Automotive Seating Co., Ltd (China)
Faurecia Automotive Czech Republic s.r.o. (Czech Republic)

74%
Faurecia Slovakia s.r.o. (Slovakia)

100%
Faurecia Trim Korea (Korea)
Faurecia JIT and Sequencing Korea (Korea)
Kwang Jin Faurecia Co., Ltd (Korea)

60%
25.46%
Faurecia Emissions Control Technologies, India Pvt Ltd (India)
Faurecia Emissions Control Systems Korea (Korea)
Faurecia Sistemas de Escape Espana, S.A. (Spain)
Faurecia Exhaust Mexicana, S.A. de C.V. (Mexico)

100%
Faurecia Emissions Control Technologies, Pamplona, S.L. (Spain)

100%
Faurecia Shin Sung (Korea)
49,23% 100 % Faurecia Asientos Para
50,77%
Automovil Espana, S.A. (Spain)
Asientos de Castilla Leon, S.A. (Spain)

100% 100%
Asientos del Norte, S.A. Asientos de Galicia, S.L. (Spain) (Spain)

100% 100% 100% 50%
Faurecia (Shangha) Management Co., Ltd (China)

100%
Faurecia (Changchun) Automotive Systems Co., Ltd (China)

50% 100% 50 %
Componentes De Vehiculos De Galicia S.A. (Spain)

50% 100% 100%
Faurecia (Wuxi) Seating Components Co., Ltd (China)

100%
Faurecia Seating Talmaiu s.r.l. (Romania)

100%
Copo Iberica, S.A. (Spain)

100% 100%
Changchun Faurecia Xuyang Interior Systems Company Limited (China)

10 % 100%
Faurecia Autositze GmbH (Germany)

100%
Faurecia Angell-Demmel GmbH (Germany)

100%
Faurecia Kunststoffe Automobilsysteme GmbH (Germany)

100%
Faurecia Exteriors GmbH (Germany)
Faurecia Emissions Control Technologies, Germany GmbH (Germany)

100%
Faurecia Emissions Control Technologies, Finnentrop GmbH (Germany) Faurecia Exhaust Systems Changchun Co Ltd (China)
Faurecia Emissions Control Technologies, Novaferra GmbH (Germany)
Faurecia Innenraum Systeme GmbH (Germany)
Faurecia Interior Systems Sweden AB (Sweden)
Faurecia Polieks Otomotiv Sanayi Ve Ticaret A.S. (Turkey)
Dempo Otomotiv Sanayi ve Ticaret A.S. (Turkey)

100%
Faurecia Abgastechnik GmbH (Germany)

51% 100%
100% 50%
100%
100%
100%
SAS Autosystemtechnik GmbH & Co. KG (Germany)
SAS Autosystemtechnik Verwaltungs GmbH (Germany)

100%
SAS Autosystemtechnik S.A. (Spain)

100%
SAS Autosystemtechnik Valencia, S.L.U. (Spain)

100%
SAS Automotive de Portugal Unipessoal Lda (Portugal)

100%
SAS Automotive Belgium N.V. (Belgium)

100%
SAS Automotive France (France)

100%
100% 100% SAS Autosystemtechnik
Zwickau Verwaltungs GmbH (Germany)
SAS Automotive USA,Inc. (United States)

100%
SAS Autosystemtechnik s.r.o. (Czech Republic)

100%
SAS Automotriz Argentina S.A. (Argentina)

100%
SAS Automotive do Brasil LTDA (Brazil)

100%
SAS Otosistem Teknik Ticaret ve Limited Sirketi (Turkey)

100%
Cockpit Automotive Systems Douai SNC (France)

100%
100% SAS Autosystemtechnik
Zwickau GmbH & Co. KG (Germany)
SAS Automotive Ltd (Great Britain)
SAS (Wuhu) Automotive Systems Co., Ltd (China)
SAS Automotive RSA (Pty) Ltd (South Africa)
SAS Automotive s.r.o. (Slovakia)
SAS Automotive Systems, S.A. de CV (Mexico)
SAS Automotive Systems & Services S.A. de CV (Mexico)
Europe
Asia
South America, Africa
North America
Faurecia
223
10

10.4.2.4. Additional information ontheaudit of the nancial statements

A. AUDIT OF THE FINANCIAL STATEMENTS
In accordance with French company law, Faurecias Statutory Auditors certify the parent company and Group financial statements and review the situation of its fully consolidated subsidiaries through members of their networks. The Statutory Auditors are appointed by shareholders in a General Meeting. At the Shareholders Meeting of May29, 2007 the terms of office of Ernst& Young Audit and PricewaterhouseCoopers Audit were renewed for a six-year period.
Ernst& Young Audit were first nominated by the Shareholders Meeting of June17, 1983. Their term of office ends at the 2013 Shareholders Meeting. PricewaterhouseCoopers Audit were first nominated by the Shareholders Meeting of May27, 2003. Their term of office ends at the 2013 Shareholders Meeting. In 2011, Ernst& Young Audit and PricewaterhouseCoopers received 4.3million and 2.9million respectively for their audit assignments. A breakdown of the total fees paid in 2011 by Faurecia and its fully consolidated subsidiaries to its Statutory Auditors is provided in Note33 to the consolidated financial statements.
B.
STATUTORY AUDITORS
Date of rst appointment Expiry ofcurrentterm
AUDITORS Ernst& Young Audit represented by Denis Thibon member of the Compagnie Rgionale de Versailles Tour First TSA 14444 92037 Paris La Dfense Cedex, France France PricewaterhouseCoopers Audit represented by Dominique Mnard member of the Compagnie Rgionale de Versailles 63, rue de Villiers 92208 Neuilly sur Seine France ALTERNATES Auditex tienne Boris May27, 2003 May23, 2005 2013 AGM 2013 AGM
June17, 1983
2013 AGM
May27, 2003
2013 AGM
The terms of office of the Statutory and Alternate Auditors were renewed for a period of sixyears at the Shareholders Meeting of May29, 2007.
224
Faurecia
1 1
Annual Shareholders Meeting May23, 2012
CONTENTS
11.1. STATUTORY AUDITORS REPORTS

11.1.1. Report on the issue of shares and/ or various securities with or without pre-emptive rights for existing shareholders 11.1.2. Report on the capital increase reserved for employees 11.1.3. Report on the capital reduction 11.1.4. Statutory Auditors report on related party agreements and commitments
226
11.3. DRAFT RESOLUTIONS 11.4. DETAILS CONCERNING DIRECTORS WHOARE PROPOSED FOR RE-ELECTION ANDCANDIDATES WHOSE APPOINTMENT ISPUTTOTHEVOTE
11.4.1. Details concerning directors who are proposed forre-election 11.4.2. Details of candidates whose appointment is put to the vote
232
226 228 229 230
244
244 247
11.2. AGENDA
Resolutions presented to the Ordinary Shareholders Meeting Resolutions presented to the Extraordinary Shareholders Meeting
231
231 231
Faurecia
225
11

Statutory Auditors reports
11.1. Statutory Auditors reports

11.1.1. STATUTORY AUDITORS REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS SECURITIES WITH OR WITHOUT PRE-EMPTIVE RIGHTS FOR EXISTING SHAREHOLDERS
This is a free translation into English of a report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
(ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF MAY23, 2012 11TH, 12TH, 13TH, 14TH AND 15THRESOLUTIONS)
To the Shareholders In our capacity as Statutory Auditors of your Company and in compliance with ArticlesL.228-92 and L.225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report on the proposals to authorize the Board of Directors to issue shares and/or securities, transactions for which your approval is required. On the basis of its report, your Board of Directors proposes: c that it should be authorized, with the option of sub-delegation, for a period of 26months, to decide on the following transactions and set the definitive terms and conditions of such issues and proposes, where appropriate, to remove existing shareholders preemptive rights: c the issue of ordinary shares and securities carrying rights to Company shares or in accordance with Article L.228.93 of the French Commercial Code (Code de commerce) to the shares of any company in which it directly, or indirectly, owns more than half the capital stock and/or carrying rights to the allocation of debt securities, with pre-emptive rights for existing shareholders (11thresolution), c the public issue of ordinary shares and securities carrying rights to Company shares or in accordance with Article L.228.93 of the French Commercial Code (Code de commerce) to the shares of any company in which it directly, or indirectly, owns more than half the capital stock and/or carrying rights to the allocation of debt securities, with no pre-emptive rights for existing shareholders (12thresolution), c the issue, by private placement (offer referred to in ArticleL.411-2II of the French Monetary and Financial Code (Code montaire et financier) of ordinary shares and securities carrying rights to Company shares or in accordance with Article L.228.93 of the French Commercial Code (Code de commerce) to the shares of any company in which it directly, or indirectly, owns more than half the capital stock and/or carrying rights to the allocation of debt securities, with no pre-emptive rights for existing shareholders (13thresolution), up to an annual ceiling of 20% of the capital stock; c that it should be authorized, by the 14thresolution and as part of the authorization referred to in the 12th and 13thresolutions, to set the issue price within the legal annual ceiling of 10% of the capital stock. The overall nominal value of capital increases likely to be implemented immediately, or in the future, may not exceed: c 300million under the 11thresolution, given that the overall nominal value of the capital increases likely to be implemented under the 11thresolution andresolutions 12 to 15 will count towards this ceiling; c 110million under the 12thresolution, given that the overall nominal value of the capital increases likely to be implemented under the 13thresolution will count towards this ceiling; c 110million under the 13thresolution, given that this amount falls under the common ceiling set under the 12thresolution and will count towards this ceiling. The overall nominal value of debt securities likely to be issued may not exceed 1billion for the 11thresolution and 1billion for the 12th and 13thresolutions, give that this amount will count towards the overall ceiling of 1 billion for the issue of debt securities set under point 5) of the 11thresolution. These ceilings take account of the additional number of securities to be created as part of the implementation of the authorizations referred to in the 11th, 12th and 13thresolutions, in accordance with ArticleL.225-135-1 of the French Commercial Code (Code de commerce), should you choose to adopt the 15thresolution.
226
Faurecia

11
Your Board of Directors is responsible for drafting a report pursuant to ArticlesR.225-113 et seq. of the French Commercial Code. Our responsibility is to give our opinion on the accuracy of the figures taken from the accounts, on the proposal to withdraw pre-emptive subscription rights from existing shareholders and on certain other items of information relating to these transactions and appearing in this report. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consist mainly in verifying the content of the Board of Directors report on these transactions and procedures for calculating the issue price of the equity securities to be issued. Subject to further examination of the terms and conditions of any issues that may be decided upon, we have no observations to make on the means of calculating the issue price of the equity securities to be issued, as shown in the Board of Directors report in relation to the 12th, 13th and 14thresolutions. Furthermore, since this report does not specify the means of calculating the issue price of the equity securities to be issued by virtue of implementation of the 11thresolution, we cannot give our opinion on the choice of criteria used to calculate the issue price. Since the final terms and conditions of such issues have not been set, we are unable to express an opinion on them and, consequently, on the proposal to remove pre-emptive subscription rights from existing shareholders made in the 12th, 13th and 14thresolutions. Pursuant to ArticleR.225-116 of the French Commercial Code, we will compile an additional report, where appropriate, when these authorizations are exercised by your Board of Directors in the event of issues with no pre-emptive subscription rights for existing shareholders and issues of securities carrying rights to capital stock and/or carrying rights to the allocation of debt securities.
Neuilly-sur-Seine and Paris-La Dfense, April19, 2012 The Statutory Auditors PricewaterhouseCoopers Audit Dominique Mnard Ernst& Young Audit Denis Thibon
Faurecia
227
11

11.1.2. STATUTORY AUDITORS REPORT ON THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES CARRYING RIGHTS TO CAPITAL STOCK AND RESERVED FOR MEMBERS OF ONE, OR MORE, COMPANY SAVINGS SCHEMES
(ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF MAY23, 2012 16THRESOLUTION)

To the Shareholders, In our capacity as Statutory Auditors of your Company and in compliance with ArticlesL.228-92 and L.225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report on the proposal to authorize the Board of Directors to decide on a capital increase by means of the issue of ordinary shares and/or securities carrying rights to capital stock, with no pre-emptive subscription rights for existing shareholders, reserved for members of one, or more, Company savings schemes or Group savings schemes set up jointly by your Company and the French or foreign companies bound by the terms of ArticlesL.225-180 of the French Commercial Code (Code de commerce), up to a maximum of 3% of the Companys capital stock on the date on which the Board of Directors decides on the issue, for which your approval is required. This capital increase is subject to your approval pursuant to the provisions of ArticlesL.225-129-6 of the French Commercial Code (Code de commerce) and L.3332-18 et seq. of the French Employment Code (Code du travail). Based on its report, your Board of Directors is proposing that it should be authorized, for a period of 26months, to decide on capital increases and to remove your pre-emptive subscription rights to the equity securities to be issued. Where necessary, it shall be responsible for setting the terms and conditions of said issue. The Board of Directors is responsible for drafting a report pursuant to ArticlesR.225-113 et seq. of the French Commercial Code (Code de commerce). Our responsibility is to give our opinion on the accuracy of the figures taken from the accounts, on the proposal to withdraw pre-emptive subscription rights from existing shareholders and on certain other items of information relating to the issue and appearing in this report. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consist mainly in verifying the content of the Board of Directors report on this transaction and procedures for calculating the issue price of the equity securities to be issued. Subject to further examination of the terms and conditions of the proposed issue, we have no observations to make on the means of calculating the issue price of the equity securities to be issued, as shown in the Board of Directors report. Since the final terms and conditions of the issue have not been set, we are unable to express an opinion on them and, consequently, on the proposal to remove pre-emptive subscription rights from existing shareholders. Pursuant to ArticleR.225-116 of the French Commercial Code (Code de commerce), we will compile an additional report, where applicable, when this authorization is exercised by your Board of Directors.
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11.1.3. REPORT ON THE CAPITAL REDUCTION

(ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF MAY23, 2012 17THRESOLUTION)

To the Shareholders, In our capacity at Statutory Auditors of your Company and in compliance with ArticleL.225-209 of the French Commercial Code on capital reductions by means of cancellation of own shares purchased, we have compiled this report with the aim of informing you of our assessment of the reasons for, and terms and conditions of, the capital reduction envisaged. Your Board of Directors is proposing that it should be invested, for a period of 18months from the date of this Shareholders Meeting, with full authority, with the option of sub-delegation, to cancel shares purchased by virtue of the your Companys authorization to purchase its own shares within the context of the provisions of the aforementioned article, up to a maximum of 10% of its capital stock per 24month period. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures led us to examine whether the reasons for, and terms and conditions of, the capital reduction envisaged, which is not likely to affect shareholder equality, are in order. We have no matters to report as to the reasons for, and terms and conditions of, the capital reduction envisaged.
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11.1.4. STATUTORY AUDITORS REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

This is a free translation into English of a report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report on certain related party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with ArticleR.225-31 of the French Commercial Code (Code de commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval. In addition, we are required, where applicable, to inform you in accordance with ArticleR.225-31 of the French Commercial Code (Code de commerce) concerning the implementation, during theyear, of the agreements and commitments already approved by the General Meeting of Shareholders. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted.
Agreements and commitments submitted for approval by the General Meeting of Shareholders
We hereby inform you that we have not been advised of any agreements or commitments authorized in the course of theyear to be submitted to the General Meeting of Shareholders for approval in accordance with ArticleR.225-38 of the French Commercial Code (Code de commerce).
Agreements and commitments already approved by the General Meeting of Shareholders

AGREEMENTS AND COMMITMENTS APPROVED IN PRIORYEARS WHOSE IMPLEMENTATION CONTINUED DURING THEYEAR
In accordance with ArticleR.225-30 of the French Commercial Code (Code de commerce), we have been advised that the implementation of the following agreements and commitments which were approved by the General Meeting of Shareholders in prioryears continued during theyear.
1. With the company PeugeotSA

Nature and purpose
On November26, 2008, in accordance with the authorization granted by the Board of Directors of October16, 2008, your Company signed a loan agreement with its parent company PeugeotSA by wich PeugeotSA makes available to your Company a credit line of 250million, concurrently with a renewal of the syndicated bank loan for a global amount of 1,170million. This loan has been totally reimbursed as of December20, 2011. On December19, 2011 the outstanding loan amounted to 121million. The related financial interests accounted recorded for 2011 amount to 3,38million.
Neuilly-sur-Seine and Paris-La Dfense, April19, 2012 The Statutory Auditors French original signed by PricewaterhouseCoopers Audit Dominique Mnard Ernst& Young Audit Denis Thibon
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11.2. Agenda
RESOLUTIONS PRESENTED TO THE ORDINARY SHAREHOLDERS MEETING
First resolution Approval of the statutory financial statements for theyear ended December31, 2011 Secondresolution Approval of the consolidated financial statements for theyear ended December31, 2011 Thirdresolution Appropriation of net income for theyear ended December31, 2011 Fourth resolution Re-election of Mr. Yann Delabrire as director Fifth resolution Re-election of Mr.Jean-Pierre Clamadieu as director Sixthresolution Re-election of Mr.Robert Peugeot as director Seventhresolution Re-election of Mr.Ross McInnes as director Eighthresolution Record of the end of Mr.Frdric Saint Geourss mandate and election of Mr.Jean-Baptiste Chasseloup de Chatillon Ninthresolution Election of Mrs Amparo Moraleda as a new director Tenthresolution Authorization to purchase shares of the Company
RESOLUTIONS PRESENTED TO THE EXTRAORDINARY SHAREHOLDERS MEETING

Eleventhresolution Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company, with pre-emptive subscription rights maintained Twelfthresolution Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company through a public offering, without pre-emptive subscription rights Thirteenthresolution Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company, without pre-emptive subscription rights, through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code Fourteenthresolution Delegation of authority to the Board of Directors to set the issue price of ordinary shares and/or securities of the Company, in the event of issuance through a public offering or through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code, without pre-emptive subscription rights, up to a maximum limit of 10 percent of the share capital per annum Fifteenthresolution Delegation of authority to the Board of Directors to increase the number of shares to be issued, with or without pre-emptive subscription rights, in the event of oversubscription Sixteenthresolution Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an entitlement to shares of the Company to employees of the Company in accordance with the provisions of ArticleL.3332-19 of the French Labor Code Seventeenthresolution Delegation of authority to the Board of Directors to reduce the share capital by canceling treasury shares Eighteenth resolution Harmonization of the Companys Articles of Association Nineteenthresolution Powers to carry out formalities
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11.3. Draft resolutions

Explanatory notes to the resolutions is contained insection10.1.1 of this Registration Document
Resolutions presented to the Ordinary Shareholders Meeting

FIRST RESOLUTION
Approval of the statutory financial statements for theyear ended December31, 2011 The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report and the Statutory Auditors general report, approve the statutory financial statements for theyear ended December31, 2011 as presented, showing a net income of 250171225, 50, as well as the transactions reflected or summarized therein. In accordance with Article223 quater of the French General Tax Code, the shareholders duly note and approve the total amount of expenses and charges referred to in Article39-4 of the French General Tax Code, i.e. 118593, this amount corresponding to the non deductible rents of passenger cars.
c resolve to transfer the sum of 12508561, 28 from theyears net income of 250171225, 50 to the statutory reserve, bringing it up to the amount of 69070195, 92; c notethat the amount available for distribution, after the transfer of 12508561, 28 to the statutory reserve and taking account of retained earnings of 722 631675, 19, amounts to 960294339, 41; c resolve to pay a dividend of 0,35 per share, making a total payout of 38628920, 75, on the basis of a global number of shares entitled to dividends at December31,2011 equal to 110368345 and to transfer the balance of the amount available for distribution to the Retained Earnings account; c formally acknowledge that the amount of Retained Earnings account will thus be increased from 722,631,675.19 to 921,665,418.66. The shares will go traded ex-dividend on May31, 2012 and the dividend will be paid on June5,2012. Shares held by the Company on the date of this Meeting are not entitled to the dividend payment and the corresponding amount will be transferred to the Retained Earnings account on the payment date. In accordance with Article8.1 (b) of the OCEANE bond issue contract (ISIN code FR0010827055), the new shares issued upon conversion of the bonds will be entitled to dividends as of the first day of the fiscalyear in which the conversion took place. Accordingly, any shares issued upon conversion of the bonds after December31, 2011 will not be entitled to the dividend paid in respect of 2011. The new shares arising from the exercise of stock options by their beneficiaries will be entitled to dividend payments under the terms and conditions provided for in the stock option plans. The total dividend payout will be adjusted for the number of treasury shares held by the Company on the dividend payment date and, where applicable, for the number of new shares issued upon the exercise of stock options prior to this Meeting. The dividend is fully eligible for the 40-percent tax relief referred to in Paragraph 2, section3 of Article158 of the French General Tax Code.
SECONDRESOLUTION
Approval of the consolidated financial statements for theyear ended December31, 2011 The shareholders, having met the conditions required for ordinary meetings as to quorum and majority, and having considered the Board of Directors management report and the Statutory Auditors general report, approve the consolidated financial statements for theyear ended December31, 2011 as presented, showing a net income (group share) of 371.3million, as well as the transactions reflected or summarized therein.
THIRDRESOLUTION
Appropriation of net income for theyear ended December31, 2011 The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having noted that the financial statements for theyear ended December31, 2011 show a net income of 250171225, 50, on the recommendation of the Board of Directors:
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As required by Article243 bis of the French General Tax Code, the shareholders note that net dividends paid in the previous three fiscalyears were as follows:
Year ended
Total dividend payout (in ) Dividend per share (in ) Dividends eligible for tax relief (in )
* Adjusted for the unpaid dividends on treasury shares
December31, 2008
-
December31, 2009
-
December31, 2010
27,591,699.25 0.25 27,591,699.25
FOURTHRESOLUTION
Re-election of Mr.Yann Delabrire as director The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to re-elect outgoing director Mr.Yann Delabrire for a further term of five years ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mr.Delabrire has already indicated that he is willing to stand for re-election and is not barred from taking up and exercising these duties by any conflict of interest.
SEVENTHRESOLUTION
Re-election of Mr.Ross McInnes as director The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to re-elect outgoing director Mr.Ross McInnes for a further term of fiveyears ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mr.McInnes has already indicated that he is willing to stand for re-election and is not barred from taking up and exercising these duties by any conflict of interest.
FIFTHRESOLUTION
Re-election of Mr.Jean-Pierre Clamadieu as director The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to re-elect outgoing director Mr.Jean-Pierre Clamadieu for a further term of fiveyears ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mr.Clamadieu has already indicated that he is willing to stand for re-election and is not barred from taking up and exercising these duties by any conflict of interest.
EIGHTHRESOLUTION
Record of the end of Mr.Frdric Saint Geourss mandate and election of Mr.Jean-Baptiste Chasseloupde Chatillon The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, hereby record the end of Mr.Frdric Saint-Geourss mandate at the end of the present Annual Shareholders Meeting and decide to appoint Mr.Jean-Baptiste Chasseloup de Chatillon for a term of fiveyears ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mr.Jean-Baptiste Chasseloup de Chatillon has already indicated that he is willing to stand for election and is not barred from taking up and exercising these duties by any conflict of interest.
SIXTHRESOLUTION
Re-election of Mr.Robert Peugeot as director The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to re-elect outgoing director Mr.Robert Peugeot for a further term of five years ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mr.Peugeot has already indicated that he is willing to stand for re-election and is not barred from taking up and exercising these duties by any conflict of interest.
NINTH RESOLUTION
Election of Mrs Amparo Moraleda as a new director The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to elect Mrs Amparo Moraleda as a new director for a term of fiveyears ending at the conclusion of the Annual Shareholders Meeting held in 2017 to approve the financial statements for theyear ending December31, 2016. Mrs Amparo Moraleda has already indicated that she is willing to stand for election and is not barred from taking up and exercising these duties by any conflict of interest.
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TENTH RESOLUTION
Authorization to purchase shares of the Company The shareholders, having met the conditions required for ordinary meetings as to quorum and majority and having considered the Board of Directors management report, authorize the Board of Directors, in accordance with ArticlesL.225-209 et seq. of the French Commercial Code, Articles241-1 to 241-6 of the General Regulations of the Autorit des marchs financiers, European Commission Regulation no.2273/2003 of December22, 2003 and the market practices authorized by the Autorit des marchs financiers, to purchase shares of the Company by any means, on one or more occasions, up to the following maximum limits: c 10 percent of the total number of shares comprising the share capital at any time on the purchase date; or c 5 percent of the total number of shares comprising the share capital if the shares are purchased by the Company for the purpose of holding them and tendering them at a later date in exchange or as consideration for a merger, demerger or contribution transaction. The total number of shares that may be purchased shall take account of any shares re-sold during the life of the buyback program for liquidity purposes, to the extent that purchases made may under no circumstances result in the Company directly or indirectly holding more than 10 percent of its total share capital. By way of indication, on the basis of the share capital at December31, 2011 (comprising 110,368,345 shares) and taking account of the 46,872 treasury shares already held on that date, the Company would be authorized to purchase up to a maximum of 10,989,962 shares. The purpose of this authorization is to enable the Company to: c keep the shares for tendering at a later date in exchange or as consideration for external growth transactions, in accordance with current laws and regulations and with recognized market practices; c allot shares upon the exercise of rights attached to securities conferring an immediate or deferred entitlement to shares of the Company by way of conversion, exercise, redemption, exchange, presentation of warrants or by any other means, and carry out any transactions required to hedge the Companys obligations in connection with said securities, in accordance with stock market regulations and at the times the Board of Directors or any person to whom the Board has delegated its powers may act; c allot shares to employees, notably under (i) stock option plans granted in accordance with ArticlesL.225-177 et seq. of the French Commercial Code, (ii) free share plans in accordance with ArticleL.225-197-1 et seq. of the French Commercial Code, (iii) free share awards to employees and corporate officers as part of their compensation or in respect of their profit sharing entitlement, or (iv) Company or Group employee shareholding or savings plans, and carry out any transactions required to hedge such plans, in accordance with stock market regulations and at the times the Board of Directors or any person to whom the Board has delegated its powers may act;
c maintain a liquid market for the Companys shares through an independent investment services provider acting under a liquidity contract that complies with a Code of Conduct approved by the Autorit des marchs financiers; c reduce the share capital by canceling all or some of the shares purchased pursuant to and subject to the approval of the seventeenth resolution of this Meeting; c more generally, carry out any transaction that may be authorized by law and engage in any market practices that may be accepted by the stock market authorities, provided that in such event the Company shall advise its shareholders thereof by means of a news release. The shares may be purchased on or off the market by any means permitted by current stock market regulations and market practices accepted by the Autorit des marchs financiers, including the use of derivatives and options traded on a regulated or over-the-counter market, provided that such use does not significantly increase share price volatility. The Company reserves the right to make block purchases of shares or purchase shares through a multilateral trading facility or a systematic internalizer. There is no limit on the proportion of the share buyback program that may be carried out through block trades. The Company also reserves the right to continue the share buyback program in the event of public cash or share exchange offers involving its shares or in the event of a public offer initiated by the Company, in accordance with stock market regulations. The purchase price may not exceed 40 per share. Accordingly, based on the number of shares outstanding on December31, 2011, less the shares held in treasury on that date, the maximum amount that could be invested in the share buyback program would be 439598 480 at the maximum purchase price of 40. In the event of a capital increase carried out through capitalization of reserves and allotment of free shares, or in the event of a stock split or reverse split, a capital redemption or reduction or any other transaction affecting the shareholders equity, the price per share indicated above shall be adjusted by a multiplier equal to the ratio between the number of shares comprising the share capital before the transaction and the number of shares after the transaction. The Board of Directors shall have full powers, which may be sub-delegated, to implement this authorization, and in particular to decide whether and when to implement a share buyback program, determine its terms and conditions, draft and issue a public statement announcing the program, place any stock market orders, enter into any sale or transfer agreements, make all agreements for the keeping of records of share purchases and sales, make any filings with the Autorit des marchs financiers or any other body, carry out any other formalities, including allocating or re-allocating the shares purchased to the various permitted purposes, and more generally do whatever is necessary. As required by ArticleL.225-100 of the French Commercial Code, the Board of Directors shall report to the shareholders on the implementation of this program.
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This authorization is granted for a period of eighteenmonths from the date of this Meeting and cancels and supersedes the authorization granted for the same purpose pursuant to the twelfth resolution of the Annual Shareholders Meeting of May26, 2011.
4) desolve that the aggregate par value of any immediate and/ or future capital increases to be carried out pursuant to this delegation of authority may not exceed: c the aggregate ceiling of three hundred thousandmillions euros (300,000,000), which covers all capital increases made pursuant to this resolution and the twelfth to fifteenthresolutions, c this limit does not include the aggregate par value of any additional ordinary shares to be issued to protect the rights of holders of securities conferring an entitlement to shares of the Company in accordance with the law or any contractual provisions stipulating other adjustment events; 5) resolve that the aggregate par value of debt securities issued pursuant to this delegation of authority may not exceed one billion euros (1,000,000,000) or its equivalent value in any other currency on the issue decision date, provided that: c is maximum limit does not include any redemption premiums above par, c this amount is an aggregate ceiling that applies to all debt securities issued pursuant to this resolution and the twelfth and thirteenthresolutions submitted to this Meeting, and c this aggregate ceiling does not include any debt securities issued on the decision or by authorization of the Board of Directors in accordance with ArticleL.228-40 of the French Commercial Code; 6) resolve that, as provided for by law and on the terms and conditions set by the Board of Directors, the shareholders shall have a pre-emptive right to subscribe the new ordinary shares and securities conferring an entitlement to shares issued pursuant to this delegation of authority in proportion to the number of shares they hold. The Board of Directors may also grant the shareholders a pre-emptive right to subscribe for any excess shares or securities in proportion to their subscription rights and in any case within the limit of their application. If the total amount of subscriptions as of right and for excess shares or securities, if applicable, does not take up the entire issue carried out pursuant to this resolution, the Board of Directors may opt for one or more of the following alternatives available under ArticleL.225-134 of the French Commercial Code in the order it deems appropriate: c limit the size of the issue to the amount of subscriptions received, provided that at least three quarters of the original amount of the issue has been taken up, c freely allocate all or some of the unsubscribed securities as it deems appropriate, or c offer all or some of the unsubscribed securities to the public;
Resolutions presented to the Extraordinary Shareholders Meeting

ELEVENTH RESOLUTION
Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company, with pre-emptive subscription rights maintained The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report, having duly noted that the share capital is fully paid and voting in accordance with the provisions of Articles L. 225-129 et seq., in particular Articles L. 225-129-2, L. 225-130, L. 225-132, L. 225-133 and L.225-134, and ArticlesL.228-91 et seq. of the French Commercial Code: 1) delegate authority to the Board of Directors, with the ability to sub-delegate as provided for by law, to issue, with preemptive subscription rights maintained, shares and/or securities conferring any kind of immediate or deferred entitlement, including via share warrants, to existing or new shares of the Company or any company in which it directly or indirectly holds more than half of the share capital (a Subsidiary), subject to authorization by extraordinary resolution of the shareholders of that Subsidiary, in accordance with ArticlesL.228-91 et seq. of the French Commercial Code. Such issues may be carried out on one or more occasions in the proportions and at the times the Board deems appropriate, in France and/or abroad, and in euros, other currencies or monetary units based on a basket of currencies. The shares and/or securities may be issued without consideration or for consideration and the subscription price may be paid in cash, by way of set off against valid claims on the Company, or by way of capitalization of reserves, earnings and share premiums; 2) resolve that no preferred shares or securities conferring any kind of immediate or deferred entitlement to preferred shares may be issued under this delegation of authority; 3) desolve that securities conferring an entitlement to ordinary shares of the Company issued pursuant to this delegation of authority may be debt securities or warrants or be attached to such securities or permit the issue of debt securities as intermediate securities. Debt securities may be subordinated (in which case the Board of Directors shall determine their rank) or unsubordinated, dated or undated, denominated in euros, other currencies or monetary units based on a basket of currencies;
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7) formally acknowledge that this delegation of authority automatically entails the waiver by the shareholders of their pre-emptive rights to subscribe the ordinary shares to which any securities issued pursuant to this delegation of authority entitle their holders; 8) resolve that issues of share warrants may be made either for cash consideration, in accordance with the terms set out above, or for no consideration by way of free allotment to existing shareholders; If stand-alone share warrants are issued for no consideration, the Board of Directors may decide that any fractional entitlements shall not be negotiable and that the corresponding securities shall be sold; 9) resolve that in the event of capital increases carried out by way of capitalization of reserves, earnings and share premiums, the fractional rights shall not be negotiable and the corresponding shares shall be sold and the sale proceeds allocated among the rights holders within 30 days of the date when the whole number of shares allotted to them is recorded in their securities account; 10) give the Board of Directors full powers, which may be sub-delegated as provided for by law, to implement this delegation of authority and, in particular, to: c decide to issue securities, c set the characteristics, amounts and terms and conditions of any issue and of any securities to be issued. In particular, the Board of Directors shall determine the form and characteristics of the securities, set the price and terms of the issue, its subscription and payment, the dividend entitlement date (which may be retroactive), the terms and conditions on which the securities shall confer an entitlement to ordinary shares of the Company and, where applicable, any measures required to protect the rights of holders of securities in accordance with the provisions of the law and any contractual provisions stipulating adjustments other than those required by laws and regulations, c determine any conversion, exchange or redemption rights, including by way of a distribution of the Companys assets such as securities already issued by it, to be attached to the shares or securities conferring an entitlement to shares of the Company to be issued. If the securities to be issued are debt securities or attached to debt securities, the Board of Directors shall determine their maturity, whether dated or undated, the interest payable and, where applicable, any circumstances in which interest payments may or must be suspended or cancelled, whether the Company may grant guarantees or collateral or issue debt securities (fungible or not) in lieu of interest payments that have been suspended by the Company, and the ability to provide for any other repayment and interest payment terms and to attach any other right such as indexation or option clauses,
c set the terms on which the Company may repurchase securities issued immediately or in the future whether for cancelation or not, either on or off the market and at any time or during pre-set periods, and its ability to suspend the exercise of rights attached to the securities, in accordance with the provisions of the law, c amend the terms and conditions of issue or redemption during the life of the securities concerned, including the ability to reduce or increase the par value of the securities and the guarantees or collateral granted, in compliance with the provisions of the laws and regulations, including where necessary obtaining approval by the General Meeting of the holders of each class of securities conferring an entitlement to shares issued pursuant to this resolution, c deduct, at its sole discretion, all issue-related expenses from the corresponding share premium as well as the sums required to bring the statutory reserve up to the minimum level, c more generally, do everything necessary and enter into any agreements required to ensure the successful completion of the proposed issues, duly place the capital increase on record and amend the Articles of Association accordingly, carry out any formalities and filings required for the issuance, listing and financial servicing of the securities issued pursuant to this delegation of authority and the exercise of any rights attached thereto, and request any authorizations required to ensure the successful completion of the issues; 11) resolve that this delegation of authority is granted for a period of twenty-sixmonths as of the date of this Meeting; 12) resolve that this delegation of authority shall cancel the delegation of authority granted for the same purpose pursuant to the seventh resolution of the Annual Shareholders Meeting of May26, 2010.
TWELFTH RESOLUTION
Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company through a public offering, without pre-emptive subscription rights The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report, having duly noted that the share capital is fully paid and voting in accordance with the provisions of Articles L. 225-129 et seq., in particular Articles L. 225-129-2, L. 225-135 and L. 225-136, and ArticlesL.228-91 et seq. of the French Commercial Code: 1) delegate authority to the Board of Directors, with the ability to sub-delegate as provided for by law, to issue without pre-emptive subscription rights, by way of a public offering,
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shares and/or securities conferring any kind of immediate or deferred entitlement, including via share warrants, to existing or new shares of the Company or any company in which it directly or indirectly holds more than half of the share capital (a Subsidiary), subject to authorization by extraordinary resolution of the shareholders of that Subsidiary, in accordance with ArticlesL.228-91 et seq. of the French Commercial Code. Such issues may be carried out on one or more occasions in the proportions and at the times the Board deems appropriate, in France and/or abroad, and in euros, other currencies or monetary units based on a basket of currencies. The subscription price may be paid in cash, including by way of set off against valid claims on the Company. Public offerings carried out pursuant to this resolution may be joined, within the context of a sole issue or several simultaneous issues, to one or more private placements governed by ArticleL.411-2II of the French Monetary and Financial Code to be carried out pursuant to the thirteenthresolution; 2) resolve expressly to waive the pre-emptive rights of existing shareholders to subscribe the securities to be issued pursuant to this delegation of authority in accordance with the provisions of ArticleL.225-135 of the French Commercial Code. However, the Board of Directors may grant the shareholders a priority subscription option for all or part of the public offering for a period and on the terms and conditions it deems appropriate, in accordance with the applicable laws and regulations. This priority subscription option may be exercised as of right and, if applicable, on an oversubscription for excess shares or securities, in proportion to the number of shares held by each shareholder; 3) resolve that no preferred shares or securities conferring any kind of immediate or deferred entitlement to preferred shares may be issued under this delegation of authority; 4) resolve that securities conferring an entitlement to ordinary shares of the Company issued pursuant to this delegation of authority may be debt securities or warrants or be attached to such securities or permit the issue of debt securities as intermediate securities. Debt securities may be subordinated (in which case the Board of Directors shall determine their rank) or unsubordinated, dated or undated, denominated in euros, other currencies or monetary units based on a basket of currencies; 5) formally acknowledge that this delegation of authority automatically entails the waiver by the shareholders of their pre-emptive rights to subscribe the ordinary shares to which the securities issued pursuant to this delegation of authority entitle their holders; 6) resolve that the aggregate par value of immediate and future capital increases to be carried out pursuant to this delegation of authority may not exceed the sum of one hundred and tenmillions euros (110,000,000), provided that:
c this limit shall include the aggregate par value of any immediate or future capital increases made pursuant to the thirteenth resolution below, c independently of this limit, the aggregate par value of any capital increases that may be carried out pursuant to this resolution, the eleventh and the thirteenth to fifteenthresolutions shall be included in the aggregate ceiling of three hundred thousand millions euros (300,000,000) set in paragraph 4) of the eleventh resolution above, c these limits do not include the aggregate par value of any additional ordinary shares issued to protect the rights of holders of securities conferring an entitlement to shares of the Company in accordance with the law or any contractual provisions stipulating other adjustment events; 7) resolve that the aggregate par value of debt securities issued pursuant to this delegation of authority may not exceed one billion euros (1,000,000,000) or its equivalent value in any other currency on the issue decision date, provided that: c this maximum limit does not include any redemption premiums above par, c this amount shall be included in the aggregate ceiling of one billion euros (1,000,000,000) for issues of debt securities as stipulated in paragraph5) of the eleventh resolution above, and c this aggregate ceiling does not include any debt securities issued on the decision or by authorization of the Board of Directors in accordance with ArticleL.228-40 of the French Commercial Code; 8) resolve that, subject to implementation of the fourteenth resolution below: c the issue price of the new shares shall be set in accordance with the legal requirements on the issue date (which currently stipulate that the price must be at least equal to the weighted average price of the Companys shares on Euronext Paris during the three trading days immediately preceding the issue pricing date, possibly with a discount of up to 5 percent, in accordance with ArticleL.225-136-1, paragraph1, and ArticleR.225-119 of the French Commercial Code), c the issue price of securities conferring an entitlement to shares of the Company shall be set such that the sum received immediately by the Company, plus any sums that might subsequently be received, shall, for each share arising from the issuance of such securities, be at least equal to the issue price defined in the preceding paragraph; 9) resolve that if the total amount of subscriptions by shareholders and the public does not take up the entire issue of shares or securities conferring an entitlement to shares of the Company as defined above, the Board of Directors may opt for one or more of the following alternatives available under ArticleL.225-134 of the French Commercial Code in the order it deems appropriate:
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c limit the size of the issue to the amount of subscriptions received, provided that at least three quarters of the original amount of the issue has been taken up, c freely allocate all or some of the unsubscribed securities as it deems appropriate, or c offer all or some of the unsubscribed securities to the public; 10) give the Board of Directors full powers, which may be sub-delegated as provided for by law, to implement this delegation of authority and, in particular, to: c decide to issue securities, c set the characteristics, amounts and terms and conditions of any issue and of any securities to be issued. In particular, the Board of Directors shall determine the form and characteristics of the securities, set the price and terms of the issue, its subscription and payment, the dividend entitlement date (which may be retroactive), the terms and conditions on which the securities shall confer an entitlement to ordinary shares of the Company and, where applicable, any measures required to protect the rights of holders of securities in accordance with the provisions of the law and any contractual provisions stipulating adjustments other than those required by laws and regulations, c determine any conversion, exchange or redemption rights, including by way of a distribution of the Companys assets such as securities already issued by it, to be attached to the shares or securities conferring an entitlement to shares of the Company to be issued. If the securities to be issued are debt securities or attached to debt securities, the Board of Directors shall determine their maturity, whether dated or undated, the interest payable and, where applicable, any circumstances in which interest payments may or must be suspended or cancelled, whether the Company may grant guarantees or collateral or issue debt securities (fungible or not) in lieu of interest payments that have been suspended by the Company, and the ability to provide for any other repayment and interest payment terms and to attach any other right such as indexation or option clauses, c set the terms on which the Company may repurchase securities issued immediately or in the future whether for cancelation or not, either on or off the market and at any time or during pre-set periods, and its ability to suspend the exercise of rights attached to the securities, in accordance with the provisions of the law, c amend the terms and conditions of issue or redemption during the life of the securities concerned, including the ability to reduce or increase the par value of the securities and the guarantees or collateral granted, in compliance with the provisions of the laws and regulations, including where necessary obtaining approval by the General Meeting of the holders of each class of securities conferring an entitlement to shares issued pursuant to this resolution,
c deduct, at its sole discretion, all issue-related expenses from the corresponding share premium as well as the sums required to bring the statutory reserve up to the minimum level, c more generally, do everything necessary and enter into any agreements required to ensure the successful completion of the proposed issues, duly place the capital increase on record and amend the Articles of Association accordingly, carry out any formalities and filings required for the issuance, listing and financial servicing of the securities issue pursuant to this delegation of authority and the exercise of any rights attached thereto, and request any authorizations required to ensure the successful completion of the issues; 11) resolve that this delegation of authority is granted for a period of twenty-sixmonths as of the date of this Meeting; 12) resolve that this delegation of authority shall cancel the delegation of authority granted for the same purpose pursuant to the eighth resolution of the Annual Shareholders Meeting of May26, 2010.
THIRTEENTH RESOLUTION
Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code, without pre-emptive subscription rights The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report, having duly noted that the share capital is fully paid and voting in accordance with the provisions of Articles L. 225-129 et seq., in particular Articles L. 225-129-2, L. 225-135 and L. 225-136, and ArticlesL.228-91 et seq. of the French Commercial Code: 1) delegate authority to the Board of Directors, with the ability to sub-delegate as provided for by law, to issue without preemptive subscription rights, through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code (i.e. an offering to (i) persons providing a portfolio management service for third parties or (ii) qualified investors or a restricted circle of investors acting on their own account), shares and/or securities conferring any kind of immediate or deferred entitlement, including via share warrants, to existing or new shares of the Company or any company in which it directly or indirectly holds more than half of the share capital (a Subsidiary), subject to authorization by extraordinary resolution of the shareholders of that Subsidiary, in accordance with ArticlesL.228-91 et seq. of the French Commercial Code. Such issues may be carried out on one or more occasions in the proportions and at the times the Board deems appropriate, in France and/or abroad and in euros, other currencies or monetary units based on a basket of currencies. The subscription price may be paid in cash, including by way of set off against valid claims on the Company.
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private placements governed by ArticleL.411-2II of the French Monetary and Financial Code carried out pursuant to this resolution may be joined, within the context of a sole issue or several simultaneous issues, to one or more public offerings to be carried out pursuant to the twelfthresolution; 2) resolve expressly to waive the pre-emptive rights of existing shareholders to subscribe the securities to be issued pursuant to this delegation of authority; 3) resolve that no preferred shares or securities conferring any kind of immediate or deferred entitlement to preferred shares may be issued under this delegation of authority; 4) resolve that securities conferring an entitlement to ordinary shares of the Company issued pursuant to this delegation of authority may be debt securities or warrants or be attached to such securities or permit the issue of debt securities as intermediate securities. Debt securities may be subordinated (in which case the Board of Directors shall determine their rank) or unsubordinated, dated or undated, denominated in euros, other currencies or monetary units based on a basket of currencies; 5) formally acknowledge that this delegation of authority automatically entails the waiver by the shareholders of their pre-emptive rights to subscribe the ordinary shares to which the securities issued pursuant to this delegation of authority entitle their holders; 6) resolve that the aggregate par value of immediate and future capital increases to be carried out pursuant to this delegation of authority may not exceed the sum of one hundred and tenmillions euros (110,000,000), provided that: This amount is included in the maximum limit set in paragraph6) of the twelfth resolution above; c issues of equity instruments made pursuant to this delegation of authority through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code may not exceed the maximum limit provided for by law on the issue date (for example, on the date of this Meeting, the maximum permitted is 20 percent of the Companys share capital per twelvemonth period). This limit shall be determined on the date of the Boards decision to use this delegation of authority, c furthermore, independently of the limits referred to in the two preceding paragraphs, the aggregate par value of capital increases that may be carried out pursuant to this resolution, the eleventh and twelfthresolutions and the fourteenth to fifteenthresolutions shall be included in the aggregate ceiling of three hundred thousandmillions euros (300,000,000) set in paragraph4) of the eleventh resolution above, c these limits do not include the aggregate par value of any additional ordinary shares issued to protect the rights of holders of securities conferring an entitlement to shares of the Company in accordance with the law or any contractual provisions stipulating other adjustment events;
7) resolve that the aggregate par value of debt securities issued pursuant to this delegation of authority may not exceed one billion euros (1,000,000,000) or its equivalent value in any other currency on the date of issue, provided that: c this maximum limit does not include any redemption premiums above par, c this amount shall be included in the aggregate ceiling of one billion euros (1,000,000,000) for issues of debt securities as stipulated in paragraph5) of the eleventh resolution above, and c this aggregate ceiling does not include any debt securities issued on the decision or by authorization of the Board of Directors in accordance with ArticleL.228-40 of the French Commercial Code; 8) resolve that if the total amount of subscriptions does not take up the entire issue of shares or securities conferring an entitlement to shares of the Company as defined above, the Board of Directors may opt for one or more of the following alternatives available under ArticleL.225-134 of the French Commercial Code in the order it deems appropriate: c limit the size of the issue to the amount of subscriptions received, provided that at least three quarters of the original amount of the issue has been taken up, c freely allocate all or some of the unsubscribed securities as it deems appropriate; 9) resolve that, subject to implementation of the fourteenth resolution below: c the issue price of the new shares shall be set in accordance with the legal requirements on the issue date (which currently stipulate that the price must be at least equal to the weighted average price of the Companys shares on Euronext Paris during the three trading days immediately preceding the issue pricing date, with a discount of up to 5 percent, in accordance with ArticleL.225-136-1, paragraph1, and ArticleR.225-119 of the French Commercial Code), c the issue price of securities conferring an entitlement to shares of the Company shall be set such that the sum received immediately by the Company, plus any sums that might subsequently be received, shall, for each share arising from the issuance of such securities, be at least equal to the issue price defined in the preceding paragraph; 10) give the Board of Directors full powers, which may be sub-delegated as provided for by law, to implement this delegation of authority and, in particular, to: c decide to issue securities, c set the characteristics, amounts and terms and conditions of any issue and of any securities to be issued. In particular, the Board of Directors shall determine the form and characteristics of the securities, set the price and terms of the issue, its subscription and payment, the dividend entitlement date (which may be retroactive), the terms and conditions on which the securities shall confer an entitlement to ordinary shares of the Company
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and, where applicable, any measures required to protect the rights of holders of securities in accordance with the provisions of the law and any contractual provisions stipulating adjustments other than those required by laws and regulations, c determine any conversion, exchange or redemption rights, including by way of a distribution of the Companys assets such as securities already issued by it, to be attached to the shares or securities conferring an entitlement to shares of the Company to be issued. If the securities to be issued are debt securities or attached to debt securities, the Board of Directors shall determine their maturity, whether dated or undated, the interest payable and, where applicable, any circumstances in which interest payments may or must be suspended or cancelled, whether the Company may grant guarantees or collateral or issue debt securities (fungible or not) in lieu of interest payments that have been suspended by the Company, and the ability to provide for any other repayment and interest payment terms and to attach any other right such as indexation or option clauses, c set the terms on which the Company may repurchase securities issued immediately or in the future whether for cancelation or not, either on or off the market and at any time or during pre-set periods, and its ability to suspend the exercise of rights attached to the securities, in accordance with the provisions of the law, c amend the terms and conditions of issue or redemption during the life of the securities concerned, including the ability to reduce or increase the par value of the securities and the guarantees or collateral granted, in compliance with the provisions of the laws and regulations, including where necessary obtaining approval by the General Meeting of the holders of each class of securities conferring an entitlement to shares issued pursuant to this resolution, c deduct, at its sole discretion, all issue-related expenses from the corresponding share premium as well as the sums required to bring the statutory reserve up to the minimum level, c more generally, do everything necessary and enter into any agreements required to ensure the successful completion of the proposed issues, duly place the capital increase on record and amend the Articles of Association accordingly, carry out any formalities and filings required for the issuance, listing and financial servicing of the securities issue pursuant to this delegation of authority and the exercise of any rights attached thereto, and request any authorizations required to ensure the successful completion of the issues; 11) resolve that this delegation of authority is granted for a period of twenty-sixmonths as of the date of this Meeting; 12) resolve that this delegation of authority shall cancel the delegation of authority granted for the same purpose pursuant to the twelfth resolution of the Annual Shareholders Meeting of May26, 2010.
FOURTEENTH RESOLUTION
Delegation of authority to the Board of Directors to set the issue price of ordinary shares and/or securities of the Company, in the event of issuance through a public offering or through a private placement governed by ArticleL.411-2II of the French Monetary and Financial Code, without pre-emptive subscription rights, up to a maximum limit of 10 percent of the share capital per annum The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report, and in accordance with ArticleL.225-136 of the French Commercial Code: 1) authorize the Board of Directors, with the ability to subdelegate as provided for by law, in the event of issuance, without pre-emptive subscription rights, of ordinary shares and/or securities conferring an immediate or deferred entitlement to shares of the Company pursuant to the twelfth and thirteenthresolutions submitted to this Meeting, to derogate from the conditions for setting the price provided for in the twelfth and thirteenthresolutions, in accordance with Article L. 225-136 1, paragraph 2, of the French Commercial Code, and to determine the price under the following conditions: c the issue price may not be less than the closing price on the trading day immediately before the price is set, possibly with a discount of up to 10 percent, c the issue price of securities conferring an entitlement to shares of the Company capital shall be set such that the sum received immediately by the Company, plus any sums that might subsequently be received, shall, for each share arising from the issue of such securities, be at least equal to the issue price defined above; 2) resolve that the aggregate par value of the capital increases carried out pursuant to this delegation of authority may not exceed 10 percent of the share capital in any twelve-month period (based on the share capital on the date of the Board decision setting the issue price). This limit shall be charged against (i) the limit set in the twelfth or thirteen resolution, as applicable, and (ii) the aggregate ceiling set in paragraph4) of the eleventhresolution; 3) give the Board of Directors full powers, which may be subdelegated as provided for by law, to implement this delegation of authority and, in particular, to enter into any agreements required to ensure the successful implementation of the proposed issues, duly place the capital increase on record and amend the Articles of Association accordingly, carry out any necessary formalities and filings and request any authorizations required to ensure the successful completion of the issues; 4) resolve that this authorization is granted for a period of twenty-sixmonths from the date of this Meeting; 5) resolve that this delegation of authority shall cancel the delegation of authority granted for the same purpose pursuant to the eleventh resolution of the Annual Shareholders Meeting of May26, 2010.
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FIFTEENTH RESOLUTION
Delegation of authority to the Board of Directors to increase the number of shares to be issued, with or without pre-emptive subscription rights, in the event of oversubscription The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report, and voting in accordance with ArticleL.225-135-1 of the French Commercial Code: 1) delegate authority to the Board of Directors, with the ability to sub-delegate as provided for by law, to increase the number of shares or securities to be issued in the event of oversubscription to an issue carried out pursuant to the eleventh, twelfth or thirteenthresolutions above, in particular by granting a greenshoe option in accordance with market practices, at the same price as the initial issue price and within the time periods and the limits provided for by the regulations applicable on the issue date (currently within thirty days of the subscription period closing date and up to a maximum of 15 percent of the initial issue); 2) resolve that the aggregate par value of capital increases carried out pursuant to this delegation of authority shall be charged against (i) the maximum limit applicable to the initial issue and (ii) the aggregate ceiling set in paragraph4) of the eleventhresolution; 3) resolve that this delegation of authority is granted for a period of twenty-sixmonths as of the date of this Meeting; 4) resolve that this delegation of authority shall cancel and the delegation of authority granted for the same purpose pursuant to the tenth resolution of the Annual Shareholders Meeting of May26, 2010.
2) resolve to waive the shareholders pre-emptive rights to subscribe the securities to be issued pursuant to this authorization, which may be issued without consideration, in favor of the beneficiaries defined in the preceding paragraph; 3) resolve that the issue price of the new shares or securities conferring an entitlement to shares of the Company shall be determined in accordance with ArticlesL.3332-19 et seq. of the French Labor Code and may not be (i) higher than the average of the opening share prices quoted on the twenty trading days preceding the date of the Boards decision setting the opening date of the subscription period or (ii) more than 20 percent lower than that average or 30 percent lower if the lock-up period provided for by the plan in accordance with ArticlesL.3332-25 and L.3332-26 of the French Labor Code is equal to or more than tenyears. However, the Board of Directors is expressly authorized to reduce the discount or not to grant one, particularly in order to comply with local regulations in the countries where the offer is being made; 4) resolve that the aggregate par value of the capital increases to be carried out pursuant to this authorization may not exceed 3% of the share capital, and will be determined on the date of the Boards decision to use this authorization, provided that: c this amount shall not be charged against the aggregate ceiling set in paragraph4) of the eleventhresolution, c this amount does not include the aggregate par value of any additional ordinary shares issued to protect the rights of holders of securities conferring an entitlement to shares of the Company in accordance with the law or any contractual provisions stipulating other adjustment events; 5) resolve that, in accordance with ArticleL.3332-21 of the French Labor Code, the Board of Directors may decide to award, without consideration, new or existing shares or other securities conferring an entitlement to new or existing shares of the Company to the beneficiaries defined in the first paragraphabove in respect of (i) matching contributions made pursuant to the regulations of Company or Group employee savings plans and/or (ii) the discount, where applicable; 6) resolve that should beneficiaries defined in the first paragraphabove fail to take up the entire issue within the subscription period, the number of shares issued shall be limited to the number of subscriptions received; 7) give the Board of Directors full powers, which may be sub-delegated as provided for by law, to implement this delegation of authority and, in particular, to: c decide whether to carry out the issues directly in favor of the beneficiaries or through a collective investment scheme (OPCVM), c determine, where applicable, the companies whose employees may benefit from the offers, which may not necessarily include all the companies eligible for the Company employee savings plan,
SIXTEENTH RESOLUTION
Delegation of authority to the Board of Directors to issue ordinary shares and/or securities conferring an entitlement to shares of the Company to employees of the Company in accordance with the provisions of ArticleL.3332-19 of the French Labor Code The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, having considered the Board of Directors management report and the Statutory Auditors special report and voting in accordance with the provisions of ArticlesL.225-129-2, L.225-129-6, L.225-138 and L.225-138-1 of the French Commercial Code and the provisions of ArticlesL.3332-18 et seq. of the French Labor Code: 1) authorize the Board of Directors, with the ability to subdelegate as provided for by law, to increase the Companys share capital, on one or more occasions and in the proportions and at the times it deems appropriate, by issuing shares or securities conferring an entitlement to shares of the Company to members of one or more Company employee savings plans or Group plans established jointly by the Company and French or foreign companies related to it, in accordance with ArticleL.225-180 of the French Commercial Code and ArticleL.3344-1 of the French Labor Code;
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c set the terms and conditions of the offers, the characteristics of the shares and, where applicable, other securities to be issued, the issue price calculated on the basis defined in this resolution, the opening and closing dates of the subscription period, the dividend entitlement dates, and the dates terms and conditions for the subscription of the shares, c do everything necessary to obtain admission of the newly issued shares to trading on the stock markets of the Boards choosing, c deduct any issue-related expenses from the Share premium account and, if deemed appropriate, the amount required to raise the statutory reserve to one tenth of the new capital after each issue, amend the Articles of Association accordingly and more generally carry out all transactions and formalities in connection with the capital increases carried out pursuant to this authorization either directly or by an agent; 8) resolve that this authority is granted for a period of twentysixmonths as of the date of this Meeting; 9) resolve that this delegation of authority shall cancel the delegation of authority granted for the same purpose pursuant to the ninth resolution of the Annual Shareholders Meeting of May26, 2010.
c transfer the difference between the carrying amount and par value of the shares canceled to any share premium or available reserve accounts; c more generally, do everything necessary to implement this authorization; c amend the Articles of Association accordingly and carry out any necessary formalities. This authorization is granted for a period of eighteenmonths as of the date of this Meeting and cancels and supersedes any previous delegation of authority granted for the same purpose.
EIGHTEENTH RESOLUTION
Harmonization of the Companys Articles of Association The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority and having considered the Board of Directors management report, resolve to: 1) renumber the articles of the Companys Articles of Association by deleting articles bis and ter and amending any cross-references between articles accordingly; 2) delete in Article1 the reference to the law of July24, 1966 and the decree of March23, 1967 and replace it with a reference to the applicable legal and regulatory provisions of the French Commercial Code; 3) as regards Directors attendance at Board meetings by means of electronic communication: c refer expressly to the Board of Directors Charter in force within the Company which defines the practical modes of such attendance, c add a corresponding fourth paragraphto Article12 (now Article13) as follows, the remainder of the article remaining unchanged: The Board of Directors Charter may provide that Directors attending meetings by videoconference or other forms of electronic communication shall be deemed present for quorum and majority purposes, in accordance with the limitations and terms and conditions set out in the applicable laws and regulations; 4) as regards the right to attend Shareholders Meetings: c harmonize Article 17 (now Article 22) with ArticleR.225-85 of the French Commercial Code as regards the conditions for attending Shareholders Meetings, c accordingly delete existing paragraphs 3 and 4 and replace them with the following paragraph, the remainder of the article remaining unchanged: All shareholders of record at zero (0) hours Paris time on the 3rd business day preceding the date of the Meeting, as evidenced by their registration either on the shareholders register kept by the Company in the case of registered shares or in a securities account held by an authorized intermediary in the case of bearer shares, are entitled to take part in Shareholders Meetings;
SEVENTEENTH RESOLUTION
Delegation of authority to the Board of Directors to reduce the share capital by cancelling treasury shares The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority and having considered the Board of Directors management report and the Statutory Auditors report, authorize the Board of Directors, with the ability to sub-delegate as provided for by law, to: c cancel at any time and on one or more occasions shares of the Company purchased under ArticleL.225-209 of the French Commercial Code pursuant to the tenth resolution submitted to this Meeting or under previously authorized share buyback programs, up to a maximum of 10 percent of the share capital per twenty-fourmonth period, this limit being adjusted, where applicable, to take account of any capital transactions that may occur after the date of this Meeting; c reduce the share capital accordingly and transfer the difference between the purchase value and par value of the shares canceled to share premiums and reserves available for distribution; c amend the Articles of Association accordingly and carried out any necessary formalities. The Board of Directors shall have full powers, which may be sub-delegated as provided for by law, to: c cancel the shares and reduce the share capital accordingly; c determine the final amount of the capital reduction; c set the terms and conditions of the capital reduction and place them on record;
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5) as regards thresholds provided for by the Articles of Association: c reduce the period for notifying to the Company thresholds provided for by the Articles of Association from 5 to 4 trading days (before close) to bring it into line with the period defined for legal thresholds in ArticleR.233-1 of the French Commercial Code, c delete the requirements, not provided for in the laws and regulations, for notifying to the Autorit des marchs financiers thresholds provided for by the Articles of Association, c accordingly replace the first and second paragraphs of Article24 (now Article29) as follows, the remainder of the article remaining unchanged: In addition to the thresholds for notifying thresholds provided for by law, any person or legal entity acting alone or in concert within the meaning of ArticleL.233-10 of the French Commercial Code who comes to own a number of shares representing two percent of more of the share capital or voting rights or any further multiple thereof, including over and above the legal thresholds, is required to notify the Company by recorded delivery mail of the total number of shares and voting rights held no later than four business days after occurrence.
NINETEENTH RESOLUTION
Powers to carry out formalities The shareholders, having met the conditions required for extraordinary meetings as to quorum and majority, grant full powers to the bearer of an original, excerpts or a copy of the minutes of this Meeting to carry out any publication, filing or other necessary formalities.
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Details concerning directors whoare proposed for re-election andcandidates whose appointment isputtothevote
11.4. Details concerning directors whoare proposed for re-election andcandidates whose appointment isputtothevote
11.4.1. DETAILS CONCERNING DIRECTORS WHO ARE PROPOSED FORRE-ELECTION
Mr.Yann Delabrire
Aged 61, Mr.Yann Delabrire has held various positions within the Finance departments of major manufacturing groups. He joined the PSA Peugeot Citron group in 1990 where he held the position ofChief Financial Officer andmember of theExecutive Committee from1998to 2007. He has been a director of Faurecia since November18, 1996 and has been the Chairman and Chief Executive Officer since February16, 2007. c Chairman of the Supervisory Board of Peugeot Finance International (Netherlands) c Vice-Chairman and Director of PSA International SA (Switzerland) As of December31, 2011, Mr.Yann Delabrire held 6,294Faurecia shares
Mr.Jean-Pierre Clamadieu
Aged 53, Mr.Jean-Pierre Clamadieu wasChief Executive Officer of Rhodia fromOctober2003 until March2008 and was then Chairman andChief Executive Officer until October2011, having previously held various divisional executive positions. He has been Deputy Chief Executive Officer of Solvay since September8, 2011.
CURRENT MAIN ROLE

Chairman and Chief Executive Officer of Faurecia
OTHER DIRECTORSHIPS AND POSITIONS HELD

Director of Capgemini
CURRENT MAIN ROLE

Deputy Chief Executive Officer of Solvay
DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVEYEARS AND NOW EXPIRED
c Chief Financial Officer of PeugeotSA c Chairman and Chief Executive Officer of Banque PSA Finance c Chairman and Chief Executive Officer of Compagnie Gnrale de Crdit auxParticuliers Credipar c Director of Peugeot Citron AutomobilesSA c Director of Automobiles Citron c Director of Gefco c Chairman of Pergolese Investissements c Chief Executive Officer of Grande Arme Participations c Chairman of the Supervisory Board of SIT c Permanent representative of PeugeotSA on the Board of Directors ofAutomobiles Peugeot c Manager of PSA Services SrL (Italy) c Chairman of the Board of Directors of Peugeot Citron ArgentinaSA (Argentina)

c Chairman of the Board of Directors of Rhodia c Director of the SNCF c Member of the Supervisory Board of Solvay GmbH (Germany) c Director of Solvay Finance (Luxembourg)SA c Director of Solvay IbericaSL(Spain) c Director of Solvay America, Inc (United States)
c Chief Executive of Rhodia until March2008 c Chairman and Chief Executive of Rhodia until October27, 2011 As of December31, 2011, Mr.Jean-Pierre Clamadieu held 364 Faurecia shares
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Mr.Ross McInnes
Aged 58, Mr.Ross McInnes held the position ofChief Financial Officer of Eridania Beghin-Say from 1991 to 2000. He became a director in 1999. He joined Thomson-CSF (Thales) in 2000 as Senior Vice-President and Chief Financial Officer before joining the PPR group in 2005 as Senior Vice-President Finance and Strategy. From 2007 to 2009 he held the position of Vice-Chairman of Macquarie Capital Europe. In March 2009, Mr Ross McInnes joined the Safran group as Advisor to the Chairman of the Management Board. In June 2009 he then became Chief Operating Officer responsible for Economic and Financial Affairs. He was a member of the Management Board from July 2009 to April 2011. On April 21, 2011 he was appointed Deputy Managing Director responsible for Economic and Financial Affairs by Safrans Board of Directors.
c Director of Messier-DowtySA c Permanent representative on the Board of Directors of Messier-DowtySA (company represented: Safran) c Chairman of the Management Board of Gnrale de SantSA c Director of SantSA (Luxembourg) c Chairman of Chartreuse& Mont-BlancSAS c Vice-Chairman of Macquarie Capital EuropeLtd (UK) c Director of Macquarie Autoroutes de FranceSAS c Director of EiffarieSAS c Director of Autoroutes Paris-Rhin-Rhne c Director of AREA and AdelacSAS c Director of Chartreuse & Mont-Blanc Global Holdings SCA (Luxembourg), Chartreuse & Mont-Blanc GP SARL (Luxembourg) and Chartreuse& Mont-Blanc Holdings Sarl (Luxembourg) c Director of Bienfaisance Holding c Director of Electro Banque
CURRENT MAIN ROLE

Deputy Managing Director Economic and Financial Affairs at Safran

c Director of Vallaroche Conseil c Permanent representative on the Board of Directors of tablissements Vallaroche (company represented:Safran) c Director of Messier-Bugatti-Dowty c Permanent representative on the Board of Directors of Soreval (Luxembourg) (company represented: tablissements Vallaroche) c Director of Aircelle c Director of Sagem Dfense Scurit c Director of Morpho c Director of Snecma c Director of Turbomeca c Director of Safran USA,Inc. (United States) c Director of Financire du Planier c Permanent representative on the Board of Directors of Sant SA (company represented: Sant Europe Investissements Sarl) c Permanent representative on the Board of Directors of SantSA (Luxembourg) (company represented: Sant Europe Investissements Sarl) c Director of Limoni SpA (Italy)
c Member of the Supervisory Board of Gnrale de SantSA c Member of the Supervisory Board of PistoSAS c Permanent representative on the Board of Directors of La Financire de Brienne (company represented: tablissements Vallaroche) c Permanent representative of SantSARL on the Supervisory Board of Gnrale de SantSA c Censor at the Board of Gnrale de SantSA As of December31, 2011, Mr.Ross McInnes held 100 Faurecia shares
Mr. Robert Peugeot

Aged 61, Mr.Robert Peugeot, after studying at the cole Centrale in Paris and at INSEAD, held various positions of responsibility within the PSA Peugeot Citron group and was a member of the Groups Executive Board between 1998 and 2007, responsible for Innovation and Quality. He has been a member of the Supervisory Board of PeugeotSA since February2007 and a member of the Finance Committee and chair of the Strategy Committee since December2009. He is also a member of the Appointments and Governance Committee. He has managed the expansion of FFP since the end of 2002.
CURRENT MAIN ROLE

Chairman and Chief Executive Officer of FFP
c Member of the Executive Board of Safran c Director of SME

c Member of the Supervisory Board of PeugeotSA c Member of the Supervisory Board of Herms International
Faurecia
245
11

c Member of the Supervisory Board of IDI Emerging MarketsSA c Permanent representative of FPP on the Supervisory Board ofZodiacAerospace c Director of Sanef c Director of Imerys c Director of Holding Reinier c Director of tablissements Peugeot Frres c Director of Sofina c Director of DKSH AG c Permanent representative of FFP, Chairman of Financire GuiraudSAS c Manager of SCI Rodom c Manager of SCI CHP Gestion
c Member of the Supervisory Board of Aviva France c Director of GIE de recherche et dtudes PSA Renault c Director of Immeubles et Participations de lEst c Director of Alpine Holding c Director of WRG GroupLtd c Director of B-1998,SL c Director of FCC ConstructionSA c Member of the Supervisory Board of Citron Deutschland AG c Director of Citron Denmark A/S c Director of Citron UKLtd As of December31, 2011, Mr.Robert Peugeot held 100 Faurecia shares
c Chairman and Chief Executive Officer of SimanteSL c Director of Fomento de Construcciones y ContratasSA (FCC) c Director of LFPF (La Franaise de Participations Financires) c Director of Aviva Participations
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11
11.4.2. DETAILS OF CANDIDATES WHOSE APPOINTMENT IS PUT TO THE VOTE

Mr.Jean-Baptiste Chasseloup deChatillon
Aged 46, Mr.Jean-Baptiste Chasseloup de Chatillon is a graduate of the Paris Dauphine University and Lancaster University (UK). He is currently Chief Financial Officer of the PSA Peugeot Citron group and a member of the Management Board of PeugeotSA, having been the Groups Financial Control Manager since June2007. He joined Automobiles Peugeot in 1989 and has held various positions both in France and at an international level. As treasurer at Peugeot Espaa, he then set up shared financial service centers in Spain, Italy, Belgium, Germany and the UK. In 1999, he became Chief Financial Officer of the Groups UK subsidiaries. In 2001, he was in charge of Eurozone importers for Citron, then in 2003 he became Chief Executive of Citron Belgique Luxembourg. He returned to Paris in 2006 to set up the Groups warranty department.
Mrs. Amparo Moraleda

Mrs.Amparo Moraleda, aged 47, is an engineering graduate from ICAI(Escuela Tcnica Superior de Ingeniera Industrial)in Madridand has an MBA from the Madrid IESE Business School From January2009 until February2012,she was Chief Operating Officer IberdrolaSA International Division (one of the main producers of renewable energy worldwide). From 1988 to 2008, she held various positions at the IBM group as part of her role as Systems Engineer. From June2001 to June2005, she was, most notably, General Manager of IBM Spain and Portugal. Between June2005 and December2008, she was General Manager of IBM for Spain, Portugal, Greece, Israel and Turkey.

c Member of the Board of Directors of Meli Hotels InternationalSA c Member of the Supervisory Board of CSIC (Consejo Superior de Investigaciones Cientificas)
CURRENT MAIN ROLE

Chief Financial Officer of the PSA Peugeot Citron group
DIRECTORSHIPS AND POSITIONS HELD INTHELAST FIVEYEARS AND NOW EXPIRED

c Chief Operating Officer International Division of IberdrolaSA c Member of the Board of Directors of Acerinox,SA To date, Mrs.Amparo Moraleda holds 1,000 Faurecia shares

c Member of the Management Board of PeugeotSA c Director of Automobiles Citron c Director of Gefco c Permanent representative of CCFA, director of Auto Moto Cycle Promotion c Permanent representative of Peugeot SA, director ofAutomobiles Peugeot
None To date, Mr.Jean-Baptiste Chasseloup de Chatillon does not hold any Faurecia shares
Faurecia
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248
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Contents
CONTENTS
STATEMENT BY THE PERSON RESPONSIBLE
CROSS-REFERENCE TABLE 250
252
CROSS-REFERENCE TABLE WITH THEINFORMATION CONTAINED INTHEANNUAL FINANCIAL REPORT 251
Faurecia
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Contents
Statement by the person responsible
Statement by the person responsible

PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
Mr.Yann Delabrire Chairman and Chief Executive Officer I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in the Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I further declare that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, the financial position and the results of Faurecia and the consolidated companies making up the Group, and that the management report, the contents of which are shown on page251, provides a fair view of the business, results and financial position of Faurecia and its consolidated companies, as well as a description of the main risks and uncertainties they face. I obtained a statement from the Statutory Auditors at the end of their engagement affirming that they have read the whole of the Registration Document and examined the information about the financial position and the accounts contained therein. The consolidated financial statements for the year ended December31, 2010, presented in the Registration Document filed with the Autorit des marchs financiers on April28, 2011, was the object of Statutory Auditors report while contain an observation on page 172. Yann Delabrire Nanterre, 25th April 2012
INFORMATION OFFICER
Mr.Frank Imbert Chief Financial Officer Faurecia 2, rue Hennape 92000 Nanterre France Tel.: +33(1) 72367000 Fax: +33(1) 72367007
250
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Contents
Cross-reference table with theinformation contained intheannual nancial report
Cross-reference table with theinformation contained intheannual nancial report

For ease of reference, the following table presents the requirements for the annual financial report which are included in this Registration Document in accordance with ArticleL.451-1-2 of the French Monetary and Financial Code and Article22-3 of the AMFs General Regulations. STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT MANAGEMENT REPORT Analysis of the results, nancial position, risks and list of authorizations concerning capital increases of the parent company and the consolidated Group (ArticleL.225-100andL.225-100-2 of the French Commercial Code) Disclosures required pursuant to ArticleL.225-100-3 of the French Commercial Code concerning factors that could affect a public tender offer Information on share buyback programs (paragraph2 of ArticleL.225-211. of the French CommercialCode) FINANCIAL STATEMENTS Parent company nancial statements Statutory Auditors report on the parent company nancial statements Consolidated nancialstatements Statutory Auditors report ontheconsolidated nancial statements 181-203 204-205 105-171 172-173 8-26, 176-178, 215-216 214 141, 217 250
Faurecia
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Contents
Cross-reference table
This cross-reference table, prepared on the basis of appendix I of European Commission Regulation 809/2004 of April29, 2004 (Appendix I of the Regulation) shows the pages of the 2011 Registration Document in which the information corresponding to each of the headings of said Appendix I of the Regulation appears.
European Commission Regulation 809/2004 of April29, 2004 Appendix I

1. 2. 3. 4. 5. 5.1. 5.1.1. 5.1.2. 5.1.3. 5.1.4. PERSONS RESPONSIBLE STATUTORY AUDITORS SELECTED FINANCIAL INFORMATION RISK FACTORS INFORMATION RELATING TO THE ISSUER History and development of the Company Legal and commercial name of the Company Place of registration and registration number of the Company Date of incorporation and term of the Company Registered office and legal form of the Company
2011 Registration Document pages

250 4, 224 5 21-26, 96-102
118-119, 210-211 212 212 212 212 5, 18, 61, 119-122, 124, 132-134, 177-178, 188-189
5.2. 6. 6.1. 6.2. 6.3. 6.4. 6.5. 7. 7.1. 7.2. 8. 8.1. 8.2. 9. 9.1. 9.2.
Investments BUSINESS OVERVIEW Principal activities Principal markets Exceptional factors Possible dependency of the issuer as regards patents, licenses, and industrial, commercial ornancial contracts The basis for any statements made by the issuer regarding its competitive position ORGANIZATIONAL STRUCTURE Brief description of the Group List of signicant subsidiaries PROPERTY, PLANT AND EQUIPMENT Existing or planned material tangible xed assets A description of any environmental issues that may affect the issuers utilization oftangible xed assets OPERATING AND FINANCIAL REVIEW Financial position Operating income (loss)
8-14 8-14, 119-124 118-119 21-23, 214 10-14 222-223 8-14, 93, 210-212, 166-171, 202-203, 222-223
133, 214 63-71 16-20 18-19 16-17
252
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Contents

10. 10.1. 10.2. 10.3. 10.4. 10.5. 11. 12. 13. 14. 14.1. 14.2. 15. 15.1. 15.2. 16. 16.1. 16.2. 16.3. 16.4. 17. 17.1. 17.2. 17.3. 18. 18.1. 18.2. 18.3. 18.4. 19. CAPITAL RESOURCES Information concerning the issuers capital resources Sources and amounts of cash ows Information on borrowing requirements and funding structure Information regarding any restrictions on the use of capital resources thathavematerially affected or could materially affect the issuers operations Information regarding the anticipated sources of funds required forplannedinvestments RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES INFORMATION ON TRENDS INCOME FORECASTS OR ESTIMATES ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND GROUP GENERAL MANAGEMENT Members of the administrative, management or supervisory bodies Conicts of interest administrative, management and supervisory bodies and Senior Management COMPENSATION AND BENEFITS The amount of compensation paid and benets in kind The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benets EXECUTIVE AND MANAGEMENT BOARD PRACTICES Expiry date of current terms of office Service contracts between members of the administrative, management or supervisory bodies and the Company Information about the issuers Audit Committee and Compensation Committee Corporate governance regime EMPLOYEES Number of employees Shareholdings and stock options Description of any arrangements for involving the employees in the capital of the issuer PRINCIPAL SHAREHOLDERS Any shareholder owning over 5% of capital Different voting rights Control of the Company A description of any arrangements, known to the issuer, the operation of which may atasubsequent date result in a change in control of the issuer RELATED PARTY TRANSACTIONS
139-141, 206-209, 215-221 18-19, 110 23-25, 149-153, 176-177 24-25, 149-153, 176-177 18-19, 176-177 56-62 20, 53, 56 N/A
4, 74-86 87
88-92, 164, 197 144-148
79-86 87 76-78 74, 212
5, 39-41 36-37, 139-140, 216, 218-221 39-41
207, 219 213 207-219 214 164, 198, 230-231
Faurecia
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Contents

20. 20.1. 20.2. 20.3. 20.4. 20.5. 20.6. 20.7. 20.8. 20.9. 21. 21.1. 21.1.2. 21.2. 21.2.1. 21.2.2. 21.2.3. 21.2.4. FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS, FINANCIAL POSITION ANDINCOME Historical nancial information Pro forma nancial information Financial statements Auditing of historical annual nancial information Age of latest nancial information Interim and other nancial information Dividend policy Legal and arbitration proceedings Signicant change in the issuers nancial or trading position ADDITIONAL INFORMATION Capital stock Shares not representing capital Articlesof incorporation and bylaws Corporate purpose A description of the rights, preferences and restrictions attached to each class ofexisting shares Actions required in order to change shareholders rights Conditions governing the manner in which General Shareholders Meetings are convened Provision of the articles of incorporation, statutes, charter or bylaw provisions, ifany, governing the ownership threshold above which shareholder ownership mustbedisclosed Conditions imposed by the memorandum and Articles of Association, statutes, charter or bylaws governing changes in the capital MATERIAL CONTRACTS THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST DOCUMENTS AVAILABLE TO THE PUBLIC INFORMATION ON HOLDINGS
5, 107-171, 181-203 N/A 107-171, 181-203 172-173, 204-205 31/12/2011 9 165, 200, 213, 232-233 25, 143 18, 24-25, 119, 149-153, 176-177
139-141, 206-207, 215-221 N/A 212 212 213 213 213
21.2.5. 21.2.6. 22. 23. 24. 25.
213-214 214 214 N/A 212 166-171, 202-203
254
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255
256
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A global automotive player Registration document 2011

Business review 2011

Results of operations andnancing

9.2. 9.3. 9.4. 9.5. 9.6.

The Groups Human ResourcesPolicy

Legal and nancial information 175

Annual Shareholders Meeting May23, 2012 225

Research and development

Faurecia and the environment

Faurecias products andtheenvironment 64 Faurecias manufacturing sites 69 andtheenvironment

REGISTRATION DOCUMENT 2011

BOARD OF DIRECTORS, EXECUTIVECOMMITTEE ANDAUDITORS

REGISTRATION DOCUMENT 2011

Board of Directors, ExecutiveCommittee andAuditors

REGISTRATION DOCUMENT 2011

455.6 2009 3.3% 4.0% 2010 2011

2009 -1.0% -91.7 2009 2010

2011 -1.0% -433.6

Net income/(loss) attributable to equity holders (in m)

451.4 759.6 689.1 304.3 493.2

84,179 75,676 1,267.4 1,401.2 1,196.8 58,414 898.2 1,224.1

December 31 December 31 December 31 2009 2010 2011

December 31 December 31 December 31 2009 2010 2011

REGISTRATION DOCUMENT 2011

THE FAURECIA GROUP INTERIOR MODULES

REGISTRATION DOCUMENT 2011

Business review 2011

2.1. The Faurecia Group

REGISTRATION DOCUMENT 2011

Business review 2011

PRODUCT SALES IN 2011 BY CUSTOMER (%)

8.5% GM Group 11.0% FORD Group 11.5% Renault-Nissan

16.6% PSA Peugeot Citron

On a like-for-like basis, excluding catalytic converter monoliths.

REGISTRATION DOCUMENT 2011

Business review 2011

2.2. Interior modules

2.2.1. FAURECIA AUTOMOTIVE SEATING

REGISTRATION DOCUMENT 2011

Business review 2011

2.2.2. FAURECIA INTERIOR SYSTEMS

REGISTRATION DOCUMENT 2011

Business review 2011

REGISTRATION DOCUMENT 2011

Business review 2011

2.3. Other modules

2.3.1. EMISSIONS CONTROL TECHNOLOGIES

REGISTRATION DOCUMENT 2011

Business review 2011

2.3.2. AUTOMOTIVE EXTERIORS

REGISTRATION DOCUMENT 2011

OUTLOOK RISK FACTORS

FINANCIAL STRUCTURE ANDNETDEBT

REGISTRATION DOCUMENT 2011

Results of operations andnancing

3.1. Results of operations

REGISTRATION DOCUMENT 2011

Results of operations andnancing

3.1.2. NET INCOME

REGISTRATION DOCUMENT 2011

Results of operations andnancing

3.2. Financial structure andnetdebt