PSA - 2019 Universal Registration Document

CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2019 Notes to the Consolidated Financial Statements at 31 December 2019

Business combinations:Acquisition ofClarion by Faurecia Faurecia,through its subsidiaryHennapeSix SAS, has reachedon 26 October2018 bindingagreementswith Clarion and Hitachi,the controllingshareholderowning63.8%of Clarion,for a tender offer to acquire100%of the sharesof Clarion,listedon the TokyoStock Exchange,for a price of ¥2,500per clarionshare. The tenderoffer has been authorizedby antitrust authorities.Clarion shareholders have tendered 95.2% of their shares to the offer launched on 30 January2019. The tenderoffer, closedon 28 February2019, has been followedby a squeezeout at the end of which HennapeSix SAS has acquiredon 28 March2019 the remainingClarion shares (excluding treasury shares) which have been paid inJuly 2019. Thisacquisitionhas beenfinancedthroughthe issuanceby Faurecia SE in December 2018of a €700 million Schuldscheindarlehen and a

This business combination was accounted for provisionally at 31 December2019 as the fair values assigned to the identifiable assetsacquiredand liabilitiesassumedandthe relatedgoodwillmay be amendedwithin the one-yearperiod followingthe March 2019 acquisitiondate. The purchaseprice allocationis being finalized;as of 31 December 2019, out of the initial purchase price of €1,099 million,€495.6 millionhas been allocatedto the net assets acquired,specificallyto customerrelationshipsfor €185 millionand to technologiesfor €125 millionand €603.9 millionto the goodwill. A portionof this goodwillhas been reallocatedfor € 75 millionto the other activities of the Group as synergies linked to this acquisition. Clarion’saccountshave been includedin the consolidatedfinancial statements since 1 April 2019. Clarion’s total contribution to Faurecia’s consolidated revenue and operating income (before depreciation of acquired intangible assets) was respectively €586.3 million and €17.6 million for the year2019. Thetablebelowshowsa breakdownof Clarion’snet assetsacquired by Faurecia:

€500 millionbridge loan. Faurecia SE has successfullyissued on 27 March2019 €500 millionof senior notes due 2026 at 3.125% to refinance thebridgeloan. Faurecia thus acquires key competenciesin electronics,software, full digital audio systems, human-machineinterface and image treatment,which are at the heart of its strategy for Sustainable Mobility andCockpit of the Future.

Fair value

in € million

Intangible assets

393 246

Property, plant and equipment

Right-of-use assets

7

Other non current assets Total Non Current Assets

18

664

Inventories, net

84

Trade accounts receivable Other Current assets Cash & cash equivalent Total Current Assets

242 165 134 625

TOTAL ASSETS

1,289

Non controlling interests

0

Long term provisions and Non current liabilities

52 119

Non current financial liabilities Non current lease liabillities Total non current liabilities

7

178 202 103 196

Trade payables

Current provisions Current liabilities

Current financial liabilities

114

Current portion of lease liabilities

0

Total current liabilities TOTAL LIABILITIES Net acquired assets

616 794 496 496

Net acquired assets by the Group (100%)

Goodwill

(604) 1,099

Acquisition cost

183

PSA - GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT