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Allibert’s non- automotive businesses, corresponding primarily to the<br />

Tarkett Sommer group. The acquisition of SIT represented an<br />

investment of €470 million, corresponding to a price per Sommer<br />

Allibert share of €57.5.<br />

On January 4, 2001, Faurecia and SIT jointly made a public offer to<br />

purchase all outstanding shares of Sommer Allibert not already held by<br />

the group at a price per share of €57.5. At the close of the offer period,<br />

each of the two companies had acquired a further 30.12% of Sommer<br />

Allibert’s capital at a total cost of €379 million.<br />

On January 10, 2001, Faurecia made a public offer for the shares of<br />

SAI Automotive AG not already held by the group, at a price per share<br />

of €15. SAI Automotive AG, a company quoted on the Frankfurt stock<br />

exchange, combined most of Sommer Allibert’s automotive equipment<br />

businesses. At the close of the offer period, the group had acquired<br />

27.31% of SAI Automotive AG’s capital at a cost of €209 million.<br />

On June 1, 2001, Peugeot S.A. contributed its interest in SIT to<br />

Faurecia, giving Faurecia control over Sommer Allibert’s automotive<br />

equipment business.<br />

On October 16, 2001, Faurecia launched a public buyout offer for<br />

Sommer Allibert shares followed by the compulsory buyout of all<br />

remaining shares, at a price of €57.5 per Sommer Allibert share. The<br />

buyout was completed on October 30, 2001.<br />

Following these transactions, which represented a total investment of<br />

€1,495 million, Peugeot S.A. held 71.6% of the capital of Faurecia<br />

which in turn owned, directly or indirectly, the entire capital of<br />

Sommer Allibert and 96.8% of the capital of SAI Automotive A.G.<br />

Goodwill arising on these acquisitions totaled €1,278 million, including<br />

€166 million related to the Faurecia shares received by Peugeot S.A. in<br />

exchange for SIT shares and €1,112 million related to the shares of<br />

Sommer Allibert and its subsidiaries acquired by the Group.<br />

2. Divestment of Transauto-Stur<br />

In connection with the refocusing on its core businesses, during<br />

2001 Gefco sold the Transauto-Stur vehicle leasing business to the<br />

VIA Location group. The loss on the sale amounted to €14 million<br />

after tax.<br />

3. Reorganization of Group operations in Spain<br />

In 2001, the Group carried out a legal restructuring of its Automobile<br />

division in Spain to align the legal structure with the division’s<br />

management structure.<br />

The automobile division in Spain is now organized around three main<br />

entities:<br />

- a manufacturing entity, Peugeot Citroën Automobiles España,<br />

wholly-owned by Peugeot Citroën Automobiles,<br />

- a sales entity for the Peugeot marque, Peugeot España, wholly-owned<br />

by Automobiles Peugeot,<br />

- a sales entity for the Citroën marque, Automobiles Citroën España,<br />

wholly-owned by Automobiles Citroën.<br />

The reorganization had no impact on the consolidated financial<br />

statements.<br />

4. Buyout of minority interests in Peugeot Citroën do Brasil<br />

In accordance with the terms of an agreement signed on<br />

December 20, 2001, the Group acquired the Rio de Janeiro state<br />

government’s 31.82% interest in Peugeot Citroën do Brasil. Goodwill<br />

on the acquisition of these shares amounted to €57 million.<br />

d) Main changes in the scope of consolidation in 2000<br />

The impact of the changes in the scope of consolidation in 2000 on the<br />

consolidated financial statements was not material. The main changes<br />

in the scope of consolidation were as follows:<br />

1. Divestiture of steering systems business<br />

As part of the strategy to refocus on its core businesses, the Group spun<br />

off its steering systems business (Dijon and Saint-Etienne plants), and<br />

subsequently sold the newly-created company.<br />

2. Acquisition of remaining interest in Peugeot Japan<br />

On February 3, 2000 the Group purchased the remaining 50% interest<br />

held by its partner in the Inchcape Peugeot Japan joint venture, which<br />

has been renamed Peugeot Japon KK. This acquisition has provided<br />

Automobiles Peugeot with a platform for accelerated business<br />

expansion in Japan.<br />

3. Increase in the Group’s interest in Gefco KN<br />

The <strong>PSA</strong> Peugeot Citroën Group increased its interest in its German<br />

transport subsidiary, Gefco KN GmbH, to 74.86%. Goodwill arising<br />

on the acquisition of the additional interest amounted to €10.7 million.<br />

4. Divestiture of the Formula 1 engines business<br />

Automobiles Peugeot completed its withdrawal from motor racing by<br />

selling the Formula 1 engines business to DJ33. This company was sold<br />

on December 28, 2000 without having been consolidated prior to its sale.<br />

e) Impact of changes in scope of consolidation on consolidated<br />

net sales<br />

2002<br />

The increase in consolidated net sales in 2002 compared with<br />

2001 resulting from changes in the scope of consolidation was not<br />

material.<br />

2001<br />

Consolidation of the Sommer Allibert group added €2,234 million<br />

to 2001 net sales, compared with the previous year.<br />

f) Impact of changes in scope of consolidation on other<br />

consolidated data<br />

The impact of changes in the scope of consolidation on 2002<br />

consolidated data other than sales was not material.<br />

In 2001, the consolidation of the Sommer Allibert group at the level of<br />

the Faurecia group had a material impact on consolidated data.<br />

Pro forma performance indicators for the Automotive Equipment<br />

division are provided in note 4.a.3, determined as if Sommer Allibert<br />

had been consolidated from the beginning of the periods presented.<br />

➔ Note 4 - Segment information<br />

a) Industry segments<br />

1. Manufacturing and sales companies<br />

The <strong>PSA</strong> Peugeot Citroën Group’s manufacturing and sales operations<br />

are organized around three main industry segments:<br />

<strong>PSA</strong> <strong>PEUGEOT</strong> CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 145

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