2007 Reference document (PDF) - Valeo

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1 Activity 7 History 8 The Group 11 Geographical presence 27 Competitive context 28 Key events in 2007 28 Recent events and outlook 33 2 Management Report 35 3 Key fi gures 2 Accounting methods 36 Statement of income 36 Main investments over the past three years 38 Change in stockholders’ equity 39 Provisions 41 Cash fl ows and debt 41 Commitments 42 Remuneration of corporate offi cers and directors 42 Risks and uncertainties Information likely to be impacted 44 by a public tender offer 47 Claims and litigation 48 Outlook 49 Subsequent events 49 Parent company fi nancial statements 49 Environmental management and performance 50 Social indicators 65 Consolidated fi nancial statements at December 31, 2007 79 Consolidated statements of income 81 Consolidated balance sheets 82 Consolidated statements of cash fl ows 83 Statements of recognized income and expenses Consolidated statement of changes 84 in stockholders’ equity 85 Notes to consolidated fi nancial statements 86 Statutory Auditors’ report on the consolidated fi nancial statements 142 4 Corporate Governance 145 5 < Contents > Report of the Chairman of the Board of Directors 146 Composition of the Board of Directors during the year 2007 157 Statutory Auditors’ report on the report of the Chairman of the Board of Directors 160 Information on the Company and its capital 161 General information about the issuer 162 Fees paid by the Group to the Auditors and members of their networks 181 General information about the Company’s capital 182 Current ownership structure 186 Market for the Company’s securities 190 Investor relations 192 Information on subsidiaries and affi liates 195 6 Other Information 199 2008 quaterly fi nancial information 200 Annual information document 201 Person responsible for the Reference document 207 1 2 3 4 5 6
Group profile 2007 Valeo is an independent and international industrial group, fully focused on the design, production and sale of components, systems and modules for automobiles and trucks, both on the original equipment market and the aftermarket. It is one of the world’s leading automotive suppliers. < Contents > Reference document The Group employs 61,200 people representing 93 nationalities in 125 production sites, 62 Research & Development centers and 9 distribution platforms in 28 countries. Valeo applies its profi table growth strategy in line with a policy of sustainable development. valeo added TM This “document de référence” was filed with the Autorité des m archés f inanciers (AMF) on April 30 , 2007, pursuant to article 212-13 of the AMF’s General Regulations. It may only be used in connection with a financial transaction if it is accompanied by a memorandum approved by the AMF. In accordance with article 28 of European Regulation No. 809/2004 dated April 29, 2004, the reader is asked to refer to previous “documents de référence” containing the following specific information: 1. The management report, consolidated financial statements, parent company financial statements, Statutory Auditors’ reports on the consolidated financial statements and parent company financial statements for the year ended December 31, 2006, and the Statutory Auditors’ special report on regulated agreements relating to 2006, included in the “document de référence” filed with the Autorité des m archés f inanciers on March 29 2007 under No. D. 07-0247. 2. The management report, consolidated financial statements, parent company financial statements, Statutory Auditors’ reports on the consolidated financial statements and parent company financial statements for the year ended December 31, 2005, and the Statutory Auditors’ special report on regulated agreements relating to 2005, included in the “document de référence” filed with the Autorité des m archés f inanciers on April 3, 2006 under No. D. 06-0209. 2007 Reference document - VALEO PAGE 1 1 2 3 4 5 6
Page 1: 2007 Reference document
Page 5 and 6: Gross margin In % of net sales Oper
Page 7 and 8: Basic earnings per share for the ye
Page 9 and 10: valeo added TM < Contents > 1 Activ
Page 11 and 12: 1998 ■ Acquisition of the Electri
Page 13 and 14: The Group 1. Description and organi
Page 15 and 16: ■ ■ ■ ignition components; in
Page 17 and 18: ■ LED front and rear lighting and
Page 19 and 20: Valeo Climate Control has four prod
Page 21 and 22: 4.1.1.2. Internal mobility and indi
Page 23 and 24: 4.2.2. Environment Environmental pr
Page 25 and 26: 4.3.1. Purchasing The role of Valeo
Page 27 and 28: 4.3.4. Projects The Projects Depart
Page 29 and 30: Geographical presence The Group opt
Page 31 and 32: ■ In a world first, the Volkswage
Page 33 and 34: Other contributions from Valeo Prod
Page 35 and 36: ■ ■ The Group also continued to
Page 37 and 38: valeo added TM Accounting methods 3
Page 39 and 40: production (source: J.D. Power). In
Page 41 and 42: Change in stockholders’ equity 1.
Page 43 and 44: Provisions The balance sheet at Dec
Page 45 and 46: At the Board of Directors meeting h
Page 47 and 48: 1.2. Environmental risks In the var
Page 49 and 50: 4.3. Credit risk Valeo is exposed t
Page 51 and 52: Outlook In 2008, Valeo is aiming to
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Valeo addresses these challenges th
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Percentage of ISO 14001 and OHSAS 1
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The 2007 reporting scope excludes s
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The increase in the ratio of energy
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Overall, Valeo used higher tonnages
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All Valeo Group sites will be certi
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2.6. Reducing all types of pollutio
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Social indicators This social indic
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1.2.1. Permanent contracts Number o
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Breakdown of 2007 departures by geo
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3. Equality between men and women i
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Valeo’s “Well-being and effecti
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At December 31, 2007, 11,738 employ
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8. Disabled employees Valeo amended
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valeo added TM 3 < Contents > Conso
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Consolidated statements of income (
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Consolidated statements of cash flo
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Consolidated statement of changes i
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The proportionate consolidation met
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1.11. Property, plant and equipment
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■ OCEANE bonds Bonds convertible
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2. Changes in the scope of consolid
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2.3.3. Balance sheet Consolidated f
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3.3.1. Claims and litigation In the
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3.6.2. Effective tax rate The effec
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4.2. Other intangible assets At Dec
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Changes in property, plant and equi
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Summarized financial data in respec
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4.8. Stockholders’ equity 4.8.1.
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2006 Consolidated fi nancial statem
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4.8.7. Minority interests Changes i
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■ Breakdown of obligations At Dec
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(In millions of euros) France Other
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Consolidated fi nancial statements
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4.10.3. Short-term debt At December
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5. Additional disclosures 5.1. Segm
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5.2. Financial instruments 5.2.1. F
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5.2.2. Fair value of derivatives At
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At December 31, 2006 (In millions o
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5.6. Contingent liabilities The Gro
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6. Restatement of prior year financ
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Companies Countries % voting rights
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valeo added TM < Contents > 4 Corpo
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appointed Gérard Blanc, Pascal Col
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■ to check that internal procedur
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1.10. General Management of the Com
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2. Internal control procedures 2.1.
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2.4. Review of work carried out in
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Composition of the Board of Directo
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Name First appointed Helle Kristoff
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valeo added TM 5 < Contents > Infor
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Auditors Statutory Auditors ■ −
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Martin Haub Vice-President, Product
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Name/business address Jérôme Cont
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Name/business address Georges Pauge
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Jérôme Contamine graduated from
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Under these R ules, independent Dir
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Fixed compensation and benefits-in-
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compensation, 1,905,169 euros to va
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Share grants to the ten employees r
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Information on the Company and its
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2. Authorized, unissued capital Sec
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Exercise date and conditions Nbre d
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1.1. Major shareholders To the best
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the relevant disclosure threshold h
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2. Dividends Dividends per share ov
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3. Ownership structure Primarily on
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8. Monthly trading volumes Informat
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Information on the Company and its
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valeo added TM 6 < Contents > Other
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Annual information document Other i
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Other i nformation Annual informati
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November 2007 November 9, 2007 - Ex
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Other i nformation Person responsib
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The printer of this report is envir
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