Forvia S.E.
Nanterre
Konzernabschluss zum Geschäftsjahr
vom 01.01.2023 bis zum 31.12.2023
ANNUALS RESULTS 2023
Contents
Key figures
1. Business review
1.1. Notable facts
1.2. Main events
1.3. Automotive production
1.4. Sales
1.5. Operating income
1.6. Net income
1.7. Financial structure
1.8. Outlook
2. Consolidated financial statements
2.1. Consolidated statement of comprehensive income
2.2 Consolidated balance sheet
2.3 Consolidated cash flow statement
2.4 Consolidated statement of changes in equity
2.5. Notes to the consolidated financial statements
List of consolidated companies as of December 31,
2023
3. Statutory auditors' report on the consolidated
financial statements
Statutory auditors' report on the consolidated financial
statements
Key figures
*
* All results presented after application of
IFR5 for 2022.
(1) At constant currencies and scope.
(2) Before amortization of acquired intangible
assets (§ 2.1 to the consolidated financial
statements).
(3) Operating income before depreciations and
amortization of assets (§ 2.3 to the consolidated
financial statements).
(4) Note 26.1 to the consolidated financial
statements.
1. Business review
1.1. Notable facts
1.2. Main events
1.3. Automotive production
1.4. Sales
1.4.1. Sales by region
1.4.2. Sales by customer
1.4.3. Sales by Business Group
1.5. Operating income
1.5.1. By region
1.5.2. By Business Group
1.6. Net income
1.7. Financial structure
1.7.1. Net cash flow
1.7.2. Reconciliation between net cash flow and cash
provided by operating and investing activities
1.7.3. Net Debt
1.8. Outlook
1.1. Notable facts
The worldwide automotive production showed strong
dynamics in 2023 with a global production of 90.3 million
light vehicles, corresponding to a 9.7% growth year on
year. The market was supported by a very robust global
demand and the progressive normalization of
semi-conductor's supply. The 2023 level exceeded the c. 89
million light vehicle production reached in 2019 (pre-Covid
level), but with a different regional mix: in 2023, China
represented 32% of worldwide light vehicle production (vs.
27% in 2019) and Europe represented 20% (vs. 24% in
2019).
Consistently with its early 2023 announcements, FORVIA
has concluded its disengagement from Russia, with the sale
of its three operating entities (Faurecia Environmental
solutions-Russia, Faurecia Automotive Solutions, Faurecia
Interior Togliatti) in December 2023, after having obtained
the necessary regulatory authorizations from the Russian
administration. FORVIA have no operational activities in
Russia since end of December 2023.
The impact of cost inflation has however persisted
during the year 2023; compared to 2022, which predominantly
caused by increase in raw material prices, cost inflation
in 2023 mainly related to energy, labor and, to a lesser
extent, raw material prices (some of them starting to go
down).
During 2023, FORVIA signed and closed agreements
finalizing the €1 billion first disposals program
initiated in 2022 :
| • |
the sale of the SAS Cockpit
Modules division to the Motherson group for a value
of €540 million (see Note 2.1);
|
| • |
the sale of part of its exhaust
after-treatment business for commercial vehicles to
the Cummins group for a value of €199.2 million
(see Note 2.2);
|
| • |
the sale of part of its stake in
Symbio to Stellantis for a value of €150
million. Upon closing of this transaction FORVIA,
Michelin and Stellantis will be equal partners in
Symbio; and has initiated the second €1 billion
disposals program in October with the agreement
of:
|
| • |
the sale of HELLA BHTC shares
for a total enterprise value of €600 million
(€300 million for each of the two
co-owners).
|
In August and November 2023, FORVIA's corporate ratings
assigned by S&P (BB), Moody's (Ba2) and Fitch (BB+)
were reaffirmed and the outlook was raised from "negative"
to "stable" by the three rating agencies.
The Group's financial debt stood at €6,987 million
at December 31, 2023 compared to €7,939 million at
December 31, 2022. The €952 million decrease in the
net debt mainly stems from the positive net cash flow
evolution, the disposals that took place in 2023 and other
elements.
In accordance with IFRS 5, "net income of discontinued
operations" presented in the consolidated statement of
comprehensive income amounted to €-5.4 million
including the operations of the SAS business from January
1, 2023 to July 31, 203 for total sales of €593.6
million as well as the net loss on disposal related to this
activity of €-6.3 million and the directly
incrementable expenses related to the sale.
The accounting principles and methods applied to
discontinued operations are identical to those used for the
annual financial statements.
MSCI, leading ESG rating agency upgraded FORVIA's rating
from "BBB" to "A". The agency welcomes positive evolution
in the governance, specifically the alignment of the Board
structure with investor's interests. MSCI also highlights
the entry in the Lighting business which has intrinsically
lower exposure to product liability risks than other
products in the auto supplier sector. After the previous
upgrade from "BB" to "BBB" obtained in July 2022, this new
step underlines the Group's constant progress on ESG topics
and now ranks FORVIA within the first quartile of the MSCI
32 auto components manufacturers universe.
1.2. Main events
January 2023
| • |
FORVIA has successfully priced
the New Notes, sustainability-linked 7.25% senior
notes due 2026 (the "New Notes") following a private
placement arranged by BNP Paribas. FORVIA priced the
New Notes at 101.75% of par, or a yield of 6.65%.
|
February 2023
| • |
As announced in January, FORVIA
has issued on February 1, 2023 €250 million of
New Notes, sustainability-linked 7.25% senior notes
due 2026. The proceeds of the issuance of the New
Notes will be used to fully reimburse the
Bridge-to-Bond and the Bridge-to-Equity in connection
with the HELLA acquisition and for general corporate
purposes.
|
| • |
FORVIA has entered in February
2023 into exclusive negotiations with Cummins for the
potential sale of a part of its Commercial Vehicle
exhaust aftertreatment business. The potential
transaction would be subject to customary conditions
precedents, including regulatory approvals and
completion of applicable employee representative
consultations.
|
| • |
FORVIA has announced
mid-February 2023 to have signed with the Motherson
group an agreement by which Motherson commits to
acquire FORVIA SAS Cockpit Modules division (assembly
and logistics services), reported as part of its
Interiors Segment, for an enterprise value of
€540 million. The transaction will be subject to
customary conditions precedents, including regulatory
approvals.
|
| • |
HELLA has appointed Jorg
Weisgerber and Stefan van Dalen, two executives from
its own ranks, to the Management Board. Jorg
Weisgerber is taking over from Bjorn Twiehaus as head
of HELLA's electronics business on April 1. Stefan
van Dalen is succeeding Dr. Lea Corzilius as new
Managing Director Lifecycle Solutions also as of
April 1. Jorg Weisgerber and Stefan van Dalen both
joined HELLA back in 2016.
|
March 2023
| • |
FORVIA has added to its
operational capacity in the Americas with the opening
of a new, state-of-the-art manufacturing facility in
Monterrey, Nuevo León, Mexico. Featuring
bioclimatic design principles to optimize energy
efficiency and support the Group's commitment to
achieving carbon neutrality by 2045, the more than
33,500 square-meter facility will employ
approximately 1,500 people and manufacture automotive
seat structures, instrument panels, and center
consoles aligned with industry megatrends in
sustainability and light weighting.
|
April 2023
| • |
Auto Shanghai 2023 - From
electrification to captain chair: FORVIA displayed
deep understanding of Chinese market. FORVIA
showcased breakthrough technologies at Auto Shanghai,
participating for the first time as the world's 7th
largest automotive technology supplier. FORVIA
presented its new solutions developed for the Chinese
market alongside its global state-of-the-art
portfolio, including its award-winning Solid-State
Lighting High-Definition headlamp (SSL | HD).
|
| • |
FORVIA, attended Hannover Messe
2023, in Hannover, Germany alongside Symbio, its
joint-venture created with Michelin. Two breakthrough
hydrogen solutions for Automotive and Infrastructure
in the European Market were showcased:
| • |
containerized Hydrogen
Storage: a lightweight storage solution
aiming at drastically lowering the cost and
CO
2 footprint of transporting
hydrogen, by storing c. 1 ton of H2 in the
equivalent of a 40 feet container,
|
| • |
XL Gaseous Storage: a
new 700 bar tank for truck applications which
increases hydrogen capacity by 80% vs current
350 bar solution and provides new vehicle
integration opportunities.
|
|
May 2023
| • |
FORVIA, Michelin and Stellantis
have announced the signing of a binding agreement for
Stellantis to acquire 33.3% stake in Symbio, a leader
in zero-emission hydrogen mobility. FORVIA and
Michelin will remain shareholders with 33.3% holding
each.
|
| • |
With the acquisition by
Stellantis of a stake in Symbio (a joint venture
between FORVIA and Michelin), confirmed in a joint
press release by the three partners, FORVIA will
receive a total amount of €150 million which
will contribute to its €1 billion asset disposal
program by the end of 2023. This asset disposal
program includes two other operations already
announced, representing together a cumulated
enterprise value of almost €700 million:
| • |
the sale of FORVIA's SAS
Cockpit Modules division (assembly and
logistics services) to the Motherson group,
announced on February 19, is currently
subject to regulatory approvals and the
closing is expected early Q3 2023,
|
| • |
the sale of part of
FORVIA's commercial vehicle exhaust gas
aftertreatment business in Europe and the
United States, announced on February 16, is
currently under exclusive and final
negotiations with Cummins.
|
These three operations are in addition to the two
transactions already closed, the sale by FORVIA of
its Interiors business in India to TAFE and the sale
by HELLA of its stake in HBPO.
FORVIA confirms it will deliver
its €1 billion asset disposal program by the end
of 2023. Those divestments contribute to FORVIA's net
debt reduction, its top priority following the
acquisition of a majority stake in HELLA at the end
of January 2022.
|
| • |
FORVIA signed an agreement to
transfer to Cummins a part of its commercial vehicle
business in Europe and in the United States.
Following an exclusive negotiations phase, FORVIA and
Cummins have signed a Share and Asset Purchase
Agreement under which FORVIA will sell a part of its
commercial vehicle exhaust aftertreatment business in
Europe and the US to Cummins for an enterprise value
of €142 million after final technical
adjustments.
|
| • |
FORVIA boosts its renewable
energy capacity to up to 70% across Europe with
Renewable Power Capital deal. FORVIA continues to
implement its decarbonization roadmap by signing a
ten-year Power Purchase Agreement (PPA) with
Renewable Power Capital. This deal is securing almost
all the output from the 417 GWh, 24 wind turbines,
Klevberget onshore farm in Sweden and will generate
the equivalent of more than 40% of all FORVIA's
European yearly electric consumption. Building on
existing deals, up to 70% of FORVIA's consumption -
650 GWh - will be powered by renewable electricity
thanks to a portfolio of 37 wind turbines. In
addition to this capacity, 130 hectares of solar
panels are being installed at more than 150 FORVIA
sites, which provides up to 5% of its renewable
energy mix.
|
| • |
At the Shareholders' Meeting of
May 30, 2023, shareholders have renewed Denis Mercier
as Board member for a period four years, and have
appointed Esther Gaide and Dr Michael Bolle as Board
members for a period four years. All three are
considered as independent within the meaning of
AFEP-MEDEF Code. Yan Mei and Dr Peter Mertens, whose
terms of office expired at the close of this
Shareholders' Meeting, did not wish to be
renewed.
|
June 2023
| • |
The FORVIA Foundation joins
forces with the Maud Fontenoy Foundation and Plastic
Odyssey to protect the oceans. Through its Corporate
Foundation, FORVIA is extending its action to protect
the environment by joining forces with the Maud
Fontenoy Foundation and Plastic Odyssey, two renowned
organizations dedicated to protecting marine
biodiversity.
|
| • |
FORVIA starts deliveries of
hydrogen tanks from first mass production plant in
France. Type IV Hydrogen tanks have started rolling
out from FORVIA's groundbreaking mass production
plant in Allenjoie, France. This first-of-its-kind
facility in Europe and North America aims to produce
100,000 tanks annually. With hydrogen as a driving
force behind the decarbonization of mobility and
industry, FORVIA is committed to delivering safe and
affordable hydrogen storage technology.
|
July 2023
| • |
FORVIA and BYD have launched the
construction of a new state-of-the-art seat-assembly
plant in the Rayong province of Thailand.
This strategic leap strengthens
the global technical partnership developed with
Chinese electric vehicles manufacturer BYD,
propelling both companies further into the
Asia-Pacific market. The collaboration has already
yielded impressive results, with seven cutting-edge
factories established in China, including four within
the past 18 months.
|
| • |
HELLA, the automotive supplier
operating under the umbrella brand FORVIA, and the
luxury car manufacturer Porsche, have launched the
world's first high-resolution headlamp based on
matrix LED technology. With over 32,000 individually
controllable pixels per headlamp, this agreement
raises automotive lighting technology to a new level.
The digital headlamp system SSL | HD is now available
for the first time in the new Porsche Cayenne.
|
| • |
FORVIA manufacturing sites
received more than 80 supplier quality awards from
customers around the world in the first six months of
2023. FORVIA sites received awards from a globally
diverse range of customers located in Europe, Asia,
and the Americas. The awards reflect a variety of
Quality and Total Customer Satisfaction achievements
including innovation, project support and
development, problem solving, and response
timing.
|
August 2023
| • |
Motherson group has acquired
100% of "SAS" Cockpit Modules division ("SAS"), a
global provider of assembly and logistics services
for the automotive industry, based on an enterprise
value of €540 million. Motherson is a
diversified manufacturing specialist and one of the
world's leading automotive Group. The transaction
complements its Modules and Polymer Products
portfolio.
|
| • |
In August 2023, FORVIA's
corporate ratings assigned by S&P (BB), Moody's
(Ba2) were reaffirmed and the outlook was raised from
"negative" to "stable" by the two rating agencies
|
| • |
FORVIA has confirmed the sale of
part of its shareholding in Symbio to Stellantis,
completed on July 27. It enabled Stellantis to
acquire a stake alongside Michelin and FORVIA in the
leading company for fuel cell mobility, with each
shareholder holding 33.33%.
|
September 2023
| • |
Five FORVIA Innovations were
named Automotive News PACE and PACEpilot Finalists.
FORVIA was honored to have five technologies selected
as finalists for the 2023 Automotive News PACE and
PACEpilot Awards. The PACE awards, now in their 29th
year, are given to automotive suppliers in
recognition of a technological innovation in product
or process that have reached the commercial market.
Automotive News had selected 34 finalists for the
PACE award, including two FORVIA technologies:
| • |
FORVIA's Immersive
Display, a next-generation system that
combines high and low-definition screen areas
to create a seamless user experience,
customizable to screen shapes and sizes,
|
| • |
FORVIA's All-in-one
seating innovation, where seat sensors can
help identify potential physical pain.
|
|
| • |
FORVIA has announced two
innovations showcased in the Esprit Alpine trim of
the highly anticipated, All-new Renault Rafale. These
groundbreaking technologies, LUMI and Ecorium, are
set to transform the way drivers interact with their
vehicles, adding enhanced style, emotional connection
and sustainability to the driving experience.
|
| • |
FORVIA has showcased its
technology at AAI Mobility, Europe's largest
automotive trade show. It presented its technology
portfolio in three strategic growth areas at the IAA
Mobility 2023 in Munich: Electrification and energy
management, safe and automated driving, and digital
and sustainable cockpit experiences.
|
| • |
FORVIA has unveiled the world
premiere of a seat structure made from fossil-free
steel, produced with a very low CO
2 footprint, reduced by almost 90%
compared to a traditional steel seat structure. This
groundbreaking achievement, realized through a
collaboration with leading Nordic-based steel
manufacturer SSAB, marked a momentous stride towards
sustainable innovation.
|
| • |
On September 11, FORVIA and
CHERY, the world-renowned large-scale automobile
manufacturing enterprise, signed a strategic
cooperation agreement in presence of Patrick Koller,
CEO of FORVIA; Ma Chuan, China Deputy Executive Vice
President, Yin Tongyue, Chairman of CHERY and Qi
Shilong, Deputy General Manager at CHERY among other
guests. Based on the strong business synergy and
solid cooperation foundation, FORVIA and CHERY
established a long-term strategic partnership and
further deepened all-round cooperation, especially in
the field of smart cockpits.
|
| • |
Bernard Schäferbarthold,
currently Chief Financial Officer of HELLA, will
become the new Chairman of the Management Board. This
was decided by the Shareholders' Committee of HELLA
GmbH & Co. KGaA at its meeting on September 29.
Bernard Schaferbarthold will take over the position
on January 1, 2024 from Michel Favre, who has
mutually agreed with the Shareholders' Committee on
an early termination of his mandate.
|
October 2023
| • |
FORVIA confirmed the successful
completion of the transaction first announced on May
23, 2023 transferring designated parts of FORVIA's
commercial vehicle exhaust aftertreatment business in
Europe and in the United States, for a total
transaction value of €199.2 million, to its
longstanding partner Cummins. The decision to
transfer this business to Cummins was part of
FORVIA's strategy to focus on ultra-low emission
solutions for light vehicles, where it is a leader in
the market, and its hydrogen roadmap to bring a
comprehensive portfolio of hydrogen storage solutions
to market.
|
| • |
HELLA, jointly with MAHLE, has
announced the sale of their BHTC shares for a total
enterprise value of €600 million (€300
million for each of the two co-owners). With the
divestment of its stake in BHTC (accounted for by the
equity method within HELLA's accounts), HELLA will
strengthen its focus on its core business areas:
Electronics, Lighting and Lifecycle Solutions. The
transaction is subject to approval by the relevant
foreign trade and antitrust authorities and closing
is expected to take place by mid-2024.
|
| • |
At its meeting on 19 October
2023, the Board of Directors of FORVIA SE decided to
coopt with immediate effect Nicolas Peter as an
independent Board member. This cooptation follows
Jürgen Behrend's resignation for personal
reasons. Nicolas Peter is co-opted for the remainder
of Jürgen Behrend's term of office, i.e., until
the 2026 Annual General Meeting. Nicolas Peter worked
for the BMW Group in various positions for more than
three decades and was the chief financial officer and
a member of the Board of Management from 2017 to May
2023. He has been chairman of the Board of Trustees
of the BMW Foundation Herbert Quandt since 2020.
Nicolas Peter serves also as a member of the German
Government Commission for the German Corporate
Governance Code (GCGC).
|
| • |
FORVIA has officially
inaugurated its industrial platform in Allenjoie
(France) in the presence of Ms. Marie-Guite Dufay,
President of the Bourgogne-Franche-Comté
region, Mr. Franck Robine, Prefet of the region and
Mr. Bruno Bonnell, Secretary General for Investments.
Inaugurated in 2023, the Allenjoie platform includes
two major sites and is FORVIA's technological
flagship in France. One plant produces seating
components at an unparalleled degree of
digitalization and automation, making it one of our
most advanced facilities worldwide. The other is the
first mass production site of vehicle hydrogen
storage systems in Europe and will allow production
costs for hydrogen solutions to be cut by five within
two years. By 2030, this "Clean Mobility" plant will
produce 100,000 hydrogen tanks a year, supporting the
evolution in transport from ultra-low to zero
emissions. Both plants are industry-leading examples
of sustainable production, meeting the strictest
environmental standards. The platform's rooftop solar
arrays, biomass-fired boilers, heat recovery and
rainwater sanitation systems have earned it BREEAM
Excellent certification - the first awarded to an
industrial site in France.
|
| • |
FORVIA has concluded a
groundbreaking contract with a premium German OEM to
introduce VIBE®, its cutting-edge immersive
technology that redefines consumers' time behind the
wheel. FORVIA's VIBE® technology delivers an
unparalleled and safe experience by embedding tactile
sensations within the car seat, creating a
fully-immersive journey. After five years of
intensive research and development in collaboration
with Aurasens, pioneers in vibro-haptic composition,
VIBE® has been set to make its debut in a
next-generation premium SUV end 2025.
|
| • |
FORVIA received three accolades
at the CLEPA Innovation Awards 2023. The European
Association of Automotive Suppliers, CLEPA, has
recognized FORVIA for its outstanding contributions
to shaping the future of mobility. In the eighth
edition of the international competition, with a
focus on Digital and Green innovations, three
technologies from different FORVIA Business Groups
received an award from CLEPA:
| • |
Automatic Diagnostics: a
world's-first strongly increasing vehicle
repair efficiency,
|
| • |
NAFILean-R: more
recycled content in sustainable
materials.
|
| • |
XL Tank: game-changing
solution to address the needs of Heavy-Duty
hydrogen mobility.
|
|
November 2023
| • |
FORVIA has been awarded a
contract from a major automotive manufacturer to
supply Type IV hydrogen storage systems for
medium-duty commercial trucks in the North American
market, with start of production in 2025.
|
| • |
In November 2023 FORVIA's
corporate ratings assigned by Fitch (BB+) was
reaffirmed and the outlook was raised from "negative"
to "stable" by Fitch.
|
| • |
FORVIA, has officially
inaugurated its latest Electronics mega plant Poenix
in Fengcheng (Jiangxi, China) in the presence of
government representatives, partners and more than 40
customers. The Phoenix plant in Fengcheng, China, is
best-in-class both in smart manufacturing and
sustainability. This new Electronics megaplant uses
end-to-end digitalization to produce electronics
systems for cockpit displays and automated driving,
with a capacity of 2 million units per year. It sets
a precedent for FORVIA - the first plant to be
designed using digital-twin technology at such a
level and scale to simulate its 89 production lines
and workflows in a virtual environment, allowing
streamlined construction and improved operational
efficiency. This strategic pilot plant is on track to
become a full "lighthouse" for the group, setting the
standard for other similar plants around the world
with real-time data analysis, state-of-the-art
automation tools and intelligent digitalized
warehousing. It is also FORVIA's first plant to
achieve net zero on scopes 1 and 2: its green
building design has been awarded LEED Gold
certification.
|
| • |
One year after its creation,
MATERI'ACT, a company of the FORVIA group,
inaugurated its Headquarters and R&D center in
Villeurbanne (France) on November 13. At the cutting
edge of technology, this center brings together
engineers, researchers and data scientists, and is
destined to become a world-class center of
excellence, and one of Europe's leading centers in
the field of materials with very low CO
2 footprints.
|
| • |
FORVIA, combining the
complementary strengths of Faurecia and HELLA, has
received four accolades at the CES 2024 Innovation
Awards in the category "Vehicle Tech & Advanced
Mobility":
| • |
HELLA's FlatLight |
μMX technology,
|
| • |
Skyline Immersive
Display,
|
| • |
eMirror Safe UX,
|
| • |
Light Tile for
Transparent Door.
|
|
December 2023
| • |
TMD Friction and HELLA, a
company of the group FORVIA, have agreed to transfer
the 50 percent share currently held by TMD Friction
in the brake joint venture HELLA Pagid to HELLA. The
two companies signed a letter of intent. HELLA would
thus become the sole shareholder of HELLA Pagid.
Founded in 2013, HELLA Pagid, a joint venture between
automotive supplier HELLA and brake friction
manufacturer TMD Friction, sells brake components and
accessories on the global automotive aftermarket.
|
| • |
Symbio, an equally owned joint
venture between FORVIA, Michelin and Stellantis, has
inaugurated SymphonHy, its first gigafactory, a
center of technological and industrial excellence.
Located in Saint-Fons, in the
Auvergne-Rhône-Alpes region, SymphonHy is the
largest integrated fuel cell production site in
Europe, confirming Symbio's role as a technological
and industrial leader.
|
| • |
FORVIA has set up a 4-year
strategic partnership with CentraleSupélec, a
renowned French Higher Education and Research
Institution specialized in engineering and systems
sciences, to shape the future of Smart Vehicles. In
pursuit of scientific advancements, FORVIA's Clarion
Electronics Business Group has harnessed its
expertise and research activities in Artificial
Intelligence (Al) for automotive applications, with a
focus on data fusion and image processing.
|
| • |
On December 8, 2023, FORVIA,
successfully raised JPY19.2 billion - corresponding
to c. €123 million - through a three-tranches
senior bond issuance on the Japanese market. The
three maturities of 2.25 years, 3.25 years and 5
years offer an average coupon of 2.62%. This
transaction represented FORVIA's first issuance of a
"Samurai bond" - yen-denominated bonds issued by
non-domestic issuers as well as the first-ever
Samurai bond issuance by an international automotive
supplier. It contributed to the diversification of
FORVIA's debt investor base and supports the
globalization of its footprint.
|
| • |
At its meeting held on December
14, 2023, the Board of Directors of FORVIA SE decided
to propose, for approval at the 2024 Annual
Shareholders' Meeting, the renewal of the following
Board members, each of whose current terms expire in
2024: Judy CURRAN, Jean-Bernard LEVY, and Michel de
ROSEN.
|
January 2024
| • |
Effective 19th December 2023,
Jill GREENE is appointed Executive Vice-President,
Group General Counsel and Board Secretary. She
succeeds Nolwenn DELAUNAY and reports to CEO of
FORVIA Patrick KOLLER.
|
| • |
Effective 1st January 2024,
Chuan MA is appointed Executive Vice-President,
China. He reports to the CEO of FORVIA Patrick
Koller. This appointment takes place at a time when
Chinese OEMs are becoming Global Automotive players
in the context of electrification of the Automotive
industry.
|
February 2024
| • |
FORVIA, has been recognized for
leadership in corporate transparency and performance
on climate change by global environmental non-profit
Carbon Disclosure Project (CDP), securing a place on
its annual 'A List'. Based on data reported through
CDP's 2023 Climate Change questionnaire, FORVIA is
one of the very few companies that achieved 'A' - out
of over 21,000 companies scored.
|
All press releases related to these events are available
on the site www.forvia.com.
1.3. Automotive production
Worldwide automotive production increased by 9.7% from
2022 to 2023. It increased in EMEA (Europe Middle East and
Africa) by 11.5%, increased in Americas by 8.6% and
increased in Asia by 9.4%, of wich increased in China by
10.0%.
The data related to automotive production and volume
evolution is based on S&P Global Mobility (ex-IHS
Markit) forecast dated February 2024 (vehicles segment in
line with CAAM for China).
Automotive production and volume evolution from 2022 to
2023
|
|
Q1 |
Q2 |
H1 |
|
EMEA |
14.9% |
15.9% |
15.4% |
|
Americas |
10.2% |
13.7% |
12.0% |
|
Asia |
3.2% |
18.4% |
10.5% |
|
China |
-4.9% |
22.2% |
7.8% |
|
TOTAL |
7.3% |
16.8% |
11.9% |
|
|
Q3 |
Q4 |
H2 |
FY |
|
EMEA |
7.5% |
7.7% |
7.6% |
11.5% |
|
Americas |
6.5% |
4.2% |
5.4% |
8.6% |
|
Asia |
3.7% |
13.2% |
8.5% |
9.4% |
|
China |
2.3% |
21.3% |
11.7% |
10.0% |
|
TOTAL |
5.0% |
10.3% |
7.7% |
9.7% |
1.4. Sales
FORVIA's year-on-year sales evolution is made of three
components:
| • |
a "Currency effect", calculated
by applying average currency rates for the period to
the sales of the prior year;
|
| • |
a "Scope effect"
(acquisition/divestment);
|
| • |
a "Growth at constant scope
& currencies".
|
As "Scope effect", FORVIA presents all
acquisitions/divestments, whose sales on an annual basis
amount to more than €250 million. Other acquisitions
below this threshold are considered as "bolt-on
acquisitions" and are included in "Growth are constant
currencies".
In 2023, there was no effect from "bolt-on
acquisitions".
|
(in € millions) |
H2
2023 |
Currencies |
Scope Effect
* |
At constant scope & currencies |
H2
2022 restated |
|
Product Sales |
12,872.7 |
(889.5) |
(100.5) |
1,276.9 |
12,585.8 |
| Var.
in % |
2.3% |
-7.1% |
-0.8% |
10.1% |
|
|
Tooling, Prototypes and Other Services |
754.6 |
(60.8) |
(1.1) |
61.9 |
754.6 |
| Var.
in % |
0% |
-8.1% |
-0.1% |
8.2% |
|
|
SALES |
13,627.3 |
(950.3) |
(101.6) |
1,338.8 |
13,340.4 |
| VAR.
IN % |
2.2% |
-7.1% |
-0.8% |
10.0% |
|
* Scope effect includes CVI sales from September
to December 2022.
|
(in € million) |
2023 |
Currencies |
Scope Effect
* |
At constant scope & currencies |
2022 restated |
|
Product Sales |
25,950.2 |
(1,193.9) |
502.4 |
3,408.7 |
23,233.1 |
| Var.
in % |
11.7% |
-5.1% |
2.2% |
14.7% |
|
|
Tooling, Prototypes and Other Services |
1,297.7 |
(78.1) |
12.8 |
22.4 |
1,340.6 |
| Var.
in % |
-3.2% |
-
5.8% |
1.0% |
1.7% |
|
|
SALES |
27,247.9 |
(1,272.0) |
515.2 |
3,431.1 |
24,573.7 |
| VAR.
IN % |
10.9% |
-
5.2% |
2.1% |
14.0% |
|
* Scope effect includes HELLA sales of January
2023 and CVI sales from September to December 2022.
Sales of products (parts, components and R&D sold to
manufacturers) reached €25,950.2 million in 2023
compared to €23,233.1 million in 2022. This represents
an increase of 11.7% on a reported basis and by an increase
of 14.7% at constant scope & currencies.
Sales of tooling, prototypes and other services reached
€1,297.7 million in 2023 compared to €1,340.6
million in 2022. This represents a decrease of 3.2% on a
reported basis and an increase of 1.7% at constant scope
& currencies.
Sales reached €27,247.9 million in 2023 compared to
€24,573.7 million in 2022. This represents an increase
of 10.9% on a reported basis and an increase of 14.0% at
constant scope & currencies.
1.4.1. Sales by region
|
(in € million) |
H2
2023 |
Scope Effect
* |
|
EMEA |
6,121.1 |
(35.5) |
|
Americas |
3,582.3 |
(66.1) |
|
Asia |
3,923.9 |
|
| o/w
China |
3,142.3 |
|
|
TOTAL |
13,627.3 |
(101.6) |
|
(in € million) |
H2
2022 restated |
Reported |
At constant scope & currencies |
Automotive Production |
|
EMEA |
5,768.3 |
6.1% |
9.6% |
7.6% |
|
Americas |
3,639.2 |
-1.6% |
11.4% |
5.4% |
|
Asia |
3,932.9 |
-0.2% |
9.4% |
8.5% |
| o/w
China |
3,150.9 |
-0.3% |
9.9% |
11.7% |
|
TOTAL |
13,340.4 |
2.2% |
10.0% |
7.7% |
* Scope effect includes CVI sales from September
to December 2022.
|
(in € million) |
2023 |
Scope Effect
* |
2022 restated |
|
EMEA |
12,650.6 |
327.6 |
11,050.2 |
|
Americas |
7,207.2 |
68.8 |
6,822.7 |
|
Asia |
7,390.1 |
118.8 |
6,700.8 |
| o/w
China |
5,850.8 |
104.6 |
5,282.5 |
|
TOTAL |
27,247.9 |
515.2 |
24,573.7 |
|
(in € million) |
Reported |
At constant scope & currencies |
Automotive Production |
|
EMEA |
14.5% |
14.0% |
11.5% |
|
Americas |
5.6% |
10.9% |
8.6% |
|
Asia |
10.3% |
17.0% |
9.4% |
| o/w
China |
10.8% |
17.7% |
10.0% |
|
TOTAL |
10.9% |
14.0% |
9.7% |
* Scope effect includes HELLA sales of January
2023 and CVI sales from September to December 2022.
Sales by region in 2023 were as follows:
| • |
in EMEA, sales reached
€12,650.6 million (46.4% of total sales),
compared to €11,050.2 million in 2022. This
represents an increase of 14.5% on a reported basis
and by 14.0% at constant scope and currencies. This
is to be compared to a 11.5% upturn in production
market in EMEA;
|
| • |
in Americas, sales reached
€7,207.2 million (26.5% of total sales),
compared to €6,822.7 million in 2022. This
represents an increase of 5.6% on a reported basis
and by 10.9% at constant scope and currencies. This
is to be compared to a 8.6% upturn in production
market in Americas;
|
| • |
in Asia, sales reached
€7,390.1 million (27.1% of total sales),
compared to €6,700.8 million in 2022. This
represents an increase of 10.3% on a reported basis
and by 17.0% at constant scope and currencies. This
is to be compared to a 9.4% upturn in Asia and 10.0%
in China;
|
Worldwide sales amounted to €27,247.9 million
compared to €24,573.7 million in 2022. This represents
an increase of 10.9% on a reported basis and 14.0% at
constant scope and currencies. This is to be compared to a
9.7% upturn in production market in the world source
S&P Global Mobility (ex-IHS Markit) forecast dated
February 2024.
1.4.2. Sales by customer
In 2023, sales to FORVIA four main customers (VW,
Stellantis, Renault-Nissan - Mitsubishi, Ford) amounted to
€12,557.9 million or 46.1% compared to 47.9% in
2022:
| • |
sales to the VW group totaled
€4,739.3 million. They accounted for 17.4% of
FORVIA's total sales. They increased by 13.5% on a
reported basis and by 12.7% at constant scope &
currencies compared to 2022;
|
| • |
sales to the Stellantis group
totaled €3,391.6 million. They accounted for
12.4% of FORVIA's total sales. They increased by 1.1%
on a reported basis and by 3.8% at constant scope
& currencies compared to 2022;
|
| • |
sales to Renault-Nissan -
Mitsubishi totaled €2,231.1 million. They
accounted for 8.2% of FORVIA's total sales. They
increased by 10.9% on a reported basis and by 15.2%
at constant scope & currencies compared to
2022;
|
| • |
sales to the Ford group totaled
€2,195.9 million. They accounted for 8.1% of
FORVIA's total sales. They decreased by 1.2% on a
reported basis and increaed by 8.5% at constant scope
& currencies compared to 2022;
|
| • |
sales to the Chinese OEMs
totaled €2,190.9 million. They accounted for
8.0% of FORVIA's total sales. They increased by 2.9%
on a reported basis and by 10.3% at constant scope
& currencies compared to 2022;
|
| • |
sales to the Mercedes-Benz group
totaled €1,915.1 million. They accounted for
7.0% of FORVIA's total sales. They increased by 16.2%
on a reported basis and by 12.6% at constant scope
& currencies compared to 2022;
|
| • |
sales to a Global vehicle
company group totaled €1,624.1 million. They
accounted for 6.0% of FORVIA's total sales. They
increased by 34.2% on a reported basis and by 36.4%
at constant scope & currencies compared to
2022;
|
| • |
sales to the BMW group totaled
€1,513.0 million. They accounted for 5.6% of
FORVIA's total sales. They increased by 30.8% on a
reported basis and by 28.0% at constant scope &
currencies compared to 2022.
|
1.4.3. Sales by Business Group
|
(in € million) |
H2
2023 |
Scope Effect
* |
H2
2022 restated |
Reported |
At constant scope & currencies |
|
Seating |
4,303.2 |
|
4,174.4 |
3.1% |
10.3% |
|
Interiors |
2,484.7 |
|
2,473.2 |
0.5% |
8.0% |
|
Clean Mobility |
2,364.6 |
(101.6) |
2,451.0 |
-3.5% |
11.2% |
|
Electronics |
2,090.7 |
|
1,971.3 |
6.1% |
11.8% |
|
Lighting |
1,871.6 |
|
1,792.6 |
4.4% |
8.3% |
|
Lifecycle Solutions |
512.5 |
|
477.9 |
7.3% |
11.6% |
|
TOTAL |
13,627.3 |
(101.6) |
13,340.4 |
2.2% |
10.0% |
* Scope effect includes CVI sales from September
to December 2022.
|
(in € million) |
2023 |
Scope Effect
* |
2022 restated |
Reported |
At constant scope & currencies |
|
Seating |
8,551.1 |
|
7,704.3 |
11.0% |
16.2% |
|
Interiors |
4,922.7 |
|
4,644.9 |
6.0% |
11.5% |
|
Clean Mobility |
4,832.2 |
(101.6) |
4,735.8 |
2.0% |
11.4% |
|
Electronic |
4,137.9 |
247.1 |
3,521.7 |
17.5% |
14.8% |
|
Lighting |
3,745.9 |
281.4 |
3,074.0 |
21.9% |
15.2% |
|
Lifecycle Solutions |
1,058.1 |
88.3 |
893.0 |
18.5% |
12.8% |
|
TOTAL |
27,247.9 |
515.2 |
24,573.7 |
10.9% |
14.0% |
* Scope effect includes HELLA sales of January
2023 and CVI sales from September to December 2022.
In 2023:
| • |
Seating totaled €8,551.1
million sales, up 11.0% on a reported basis and up
16.2% at constant scope & currencies compared to
2022:
|
| • |
Interiors totaled €4,922.7
million sales, up 6.0% on a reported basis and up
11.5% at constant scope & currencies compared to
2022;
|
| • |
Clean Mobility totaled
€4,832.2 million sales, up 2.0% on a reported
basis and up 11.4% at constant scope & currencies
compared to 2022;
|
| • |
Electronics totaled
€4,137.9 million sales, up 17.5% on a reported
basis and up 14.8% at constant scope & currencies
compared to 2022;
|
| • |
Lighting totaled €3,745.9
million sales, up 21.9% on a reported basis and up
15.2% at constant scope & currencies compared to
2022;
|
| • |
Lifecycle Solutions totaled
€1,058.1 million sales, up 18.5% on a reported
basis and up 12.8% at constant scope & currencies
compared to 2022.
|
1.5. Operating income
In 2023:
| • |
the operating income before
amortization of acquired intangible assets totaled
€1,439.1 million (5.3% of sales) in 2023,
compared to €1,060.5 million (4.3% of sales) in
2022;
|
| • |
gross expenditures for R&D
totaled €2,197.5 million, or 8.1% of sales in
2023, compared to €2,067.5 million, or 8.4% of
sales in 2022. The portion of R&D expenditure
capitalized amounted to €1,269.9 million,
compared to €1,170.8 million in 2022. The
R&D capitalization ratio represented 57.8% of
total R&D expenditure, whereas it represented
56.6% over the same period in 2022:
|
| • |
the net R&D expenses reached
€953.0 million (3.5% of sales) compared to
€896.0 million in 2022 (3.6% of sales);
|
| • |
selling and administrative
expenses reached €1,270.3 million (4.7% of
sales) compared to €1,175.1 million (4.8% of
sales) in 2022;
|
| • |
adjusted EBITDA - which
represents operating income before depreciation,
amortization and provisions for impairment of
property, plant and equipment and capitalized R&D
expenditures - totaled to €3,328.0 million
(12.2% of sales), to be compared to €2,907.3
million (11.8% of sales) in 2022.
|
1.5.1. By region
|
|
H2
2023 |
|
(in € millions) |
Sales |
Operating Income |
% |
|
EMEA |
6,121.1 |
145.7 |
2.4% |
|
Americas |
3,582.3 |
164.1 |
4.6% |
|
Asia |
3,923.9 |
454.4 |
11.6% |
|
TOTAL |
13,627.3 |
764.2 |
5.6% |
|
|
H2 2022
restated |
|
(in € millions) |
Sales |
Operating Income |
% |
|
EMEA |
5,768.3 |
69.2 |
1.2% |
|
Americas |
3,639.2 |
132.8 |
3.6% |
|
Asia |
3,932.9 |
460.7 |
11.7% |
|
TOTAL |
13,340.4 |
662.7 |
5.0% |
|
|
2023 |
|
(in € millions) |
Sales |
Operating Income |
% |
|
EMEA |
12,650.6 |
316.4 |
2.5% |
|
Americas |
7,207.2 |
308.1 |
4.3% |
|
Asia |
7,390.1 |
814.6 |
11.0% |
|
TOTAL |
27,247.9 |
1,439.1 |
5.3% |
|
|
2022 restated |
|
(in € millions) |
Sales |
Operating Income |
% |
|
EMEA |
11,050.2 |
175.0 |
1.6% |
|
Americas |
6,822.7 |
175.5 |
2.6% |
|
Asia |
6,700.8 |
710.0 |
10.6% |
|
TOTAL |
24,573.7 |
1,060.5 |
4.3% |
The operating income in 2023 compared to 2022 increased
by €378.6 million:
| • |
in EMEA, the operating income
increased by €141.4 million, to reach
€316.4 or 2.5% of sales. This is to be compared
to €175.0 million or 1.6% in 2022;
|
| • |
in Americas, the operating
income increased by €132.6million, to reach
€308.1 or 4.3% of sales. This is to be compared
to €175.5 million or 2.6% in 2022;
|
| • |
in Asia, the operating income
increased by €104.5 million, to reach
€814.5 or 11.0% of sales. This is to be compared
to €710.0 million or 10.6% in 2022.
|
1.5.2. By Business Group
|
|
H2
2023 |
|
(in € millions) |
Sales |
Operating Income |
% |
|
Seating |
4,303.2 |
175.4 |
4.1% |
|
Interiors |
2,484.7 |
107.4 |
4.3% |
|
Clean Mobility |
2,364.6 |
193.3 |
8.2% |
|
Electronics |
2,090.7 |
131.1 |
6.3% |
|
Lighting |
1,871.6 |
101.5 |
5.4% |
|
Lifecycle Solutions |
512.5 |
55.5 |
10.8% |
|
TOTAL |
13,627.3 |
764.2 |
5.6% |
|
|
H2
2022 restated |
|
(in € millions) |
Sales |
Operating Income |
% |
|
Seating |
4,174.4 |
132.4 |
3.2% |
|
Interiors |
2,473.2 |
128.8 |
5.2% |
|
Clean Mobility |
2,451.0 |
184.4 |
7.5% |
|
Electronics |
1,971.3 |
77.9 |
4.0% |
|
Lighting |
1,792.6 |
95.8 |
5.3% |
|
Lifecycle Solutions |
477.9 |
43.4 |
9.1% |
|
TOTAL |
13,340.4 |
662.7 |
5.0% |
|
|
2023 |
|
(in € millions) |
Sales |
Operating Income |
% |
|
Seating |
8,551.1 |
314.7 |
3.7% |
|
Interiors |
4,922.7 |
200.9 |
4.1% |
|
Clean Mobility |
4,832.2 |
383.7 |
7.9% |
|
Electronics |
4,138.0 |
219.4 |
5.3% |
|
Lighting |
3,745.8 |
192.8 |
5.1% |
|
Lifecycle Solutions |
1,058.1 |
127.6 |
12.1% |
|
TOTAL |
27,247.9 |
1,439.1 |
5.3% |
|
|
2022 restated |
|
(in € millions) |
Sales |
Operating Income |
% |
|
Seating |
7,704.3 |
197.0 |
2.6% |
|
Interiors |
4,644.9 |
191.3 |
4.1% |
|
Clean Mobility |
4,735.8 |
336.3 |
7.1% |
|
Electronics |
3,521.7 |
140.8 |
4.0% |
|
Lighting |
3,074.0 |
106.5 |
3.5% |
|
Lifecycle Solutions |
893.0 |
88.5 |
9.9% |
|
TOTAL |
24,573.7 |
1,060.5 |
4.3% |
In 2023 :
| • |
Seating operating income
amounted to € 314.7 million (3.7% of sales)
compared to € 197.0 million in 2022 (2.6% of
sales);
|
| • |
Interiors operating income
amounted to € 200.9 million (4.1% of sales)
compared to € 191.3 million in 2022 (4.1% of
sales);
|
| • |
Clean Mobility operating income
amounted to € 383.7 million (7.9% of sales)
compared to € 336.3 million in 2022 (7.1% of
sales);
|
| • |
Electronics operating income
amounted to € 219.4 million (5.3% of sales)
compared to € 140.8 million in 2022 (4.0% of
sales);
|
| • |
Lighting operating income
amounted to € 192.8 million (5.1% of sales)
compared to € 106.5 million in 2022 (3.5% of
sales);
|
| • |
Lifecycle Solutions operating
income amounted to €127.6 million (12.1% of
sales) compared to € 88.5 million in 2022 (9.9%
of sales).
|
1.6. Net income
The net income group share is a gain of €222.2
million, or 0.8% of sales in 2023. This is to be compared
to a loss of €381.8 million or -1.6% of sales in 2022.
It represented an increase of €604.0 million.
In 2023:
| • |
the amortization of intangible
assets acquired represented an expense of €193.2
million compared to an expense of €189.9 million
in 2022;
|
| • |
the "other non-recurring
operating income and expenses" represented an expense
of €181.4 million, compared to an expense of
€442.5 million in 2022. This item included
€170.8 million in restructuring charges compared
to an expense of €349.2 million in 2022;
|
| • |
financial income amounted to
€90.7 million, compared to €50.3 million in
2022;
|
| • |
financial costs totaled
€586.2 million, versus €377.1 million in
2022, mainly because of an increase in interest
rates;
|
| • |
other financial income and
expense represented an income of €36.6 million,
of which € 158.0 millions due to the partial
session of Symbio shares and CVI activities, compared
to an expense of €168.4 million in 2022. This
income included €22.4 million from discounting
pension benefit liabilities:
|
| • |
the tax expense reached
€232.4 million, compared to €177.0 million
in 2022;
|
| • |
the share of net income of
associates is a loss of €2.2 million, compared
to a gain of €11.4 million in 2022;
|
| • |
net income attributable to
minority interests totaled €143.4 million in
2023. It consists of net income accruing to investors
in companies in which FORVIA is not the sole
shareholder, mainly in China and HELLA, compared to
€131.4 million in 2022.
|
Basic earnings per share amounted to €1.17 (diluted
net earnings per share at €1.16) compared to
€-2.20 in 2022 (diluted net earnings per share at
€-2.20).
1.7. Financial structure
1.7.1. Net cash flow
|
Net cash flow |
|
|
|
(in € millions) |
2023 |
2022 restated |
|
Operating income (before amortization of acquired
intangible assets) |
1,439.1 |
1,060.5 |
|
Depreciations and amortizations of assets |
1,888.9 |
1,846.8 |
|
EBITDA adjusted |
3,328.0 |
2,907.3 |
|
Change in working capital requirement |
769.9 |
588.3 |
| Paid
restructuring |
(170.2) |
(181.9) |
|
Capital expenditures |
(1,137.3) |
(1,137.0) |
|
Capitalized development costs |
(1,046.0) |
(954.2) |
| Paid
finance costs net of income |
(529.0) |
(362.4) |
| Paid
taxes |
(515.3) |
(362.1) |
|
Other |
(51.1) |
(14.6) |
| Net
cash flow |
649.1 |
483.4 |
The net cash flow was an inflow of €649.1 million
or 2.4% of sales compared to a net cash inflow of
€483.4 million or 2.0% of sales over the same period
in 2022 after IFRS 5:
| • |
the operating margin before
depreciations and amortizations of non-current assets
or adjusted EBITDA reached €3,328.0 million
compared to €2,907.3 million in 2022, due to the
increase in operating income by €378.6 million
and the increase in depreciation and amortization by
€42.1 million;
|
| • |
restructuring represented cash
outflows of €170.2 million compared to
€181.9 million in 2022;
|
| • |
the change in working capital
requirement, including receivables factoring,
represented a positive impact of €769.9 million
compared to a positive impact of €588.3 million
in 2022. This change consisted in part of a negative
impact in inventories of €135.1 million mainly
concentrated on Tooling inventories with €139.1
million, a positive impact in trade receivables of
€207.6 million, payables of €444.2 million
and other trade receivables and payables for
€253.2 million. The evolution of these balance
sheet positions was impacted by exchange rate
changes;
|
| • |
capital expenditures on
property, plant and equipment and on intangible
assets represented cash outflows of €1,137.3
million or 4.2% of sales, versus €1,137.0
million or 4.6% of sales in 2022;
|
| • |
capitalized research and
development costs represented cash outflows of
€1,046.0 million or 3.8% of sales, versus
€954.2 million or 3.9% of sales in 2022;
|
| • |
income taxes represented cash
outflows of €515.3 million, compared to
€362.1 million in 2022;
|
| • |
finally, other cash flow items
represented €51.1 million in outflows, compared
to €14.6 million in outflows in 2022.
|
Growth in net cash flow in 2023 is supported by the
initial results of the "Manage by cash" program launched in
mid-2022.
1.7.2. Reconciliation between net cash flow and cash
provided by operating and investing activities
|
(in € millions) |
Notes |
2023 |
2022 restated |
| Net
cash flow |
|
649.1 |
483.4 |
|
Other changes |
|
0.0 |
0.0 |
| Net
cash flow |
|
649.1 |
483.4 |
|
Acquisitions/Sales of investments and business (net
of cash and cash equivalents) from continued
activities |
2.3 |
303.6 |
(4,885.5) |
|
Proceed from disposal of financial assets from
continued activities |
2.3 |
0.0 |
0.0 |
|
Other changes from continued activities |
2.3 |
30.9 |
628.7 |
|
Financing surplus (used) from discontinued
operations |
2.3 |
106.8 |
(12.6) |
|
Other changes from discontinued activities |
|
0.0 |
0.0 |
|
Surplus (used) from operating and financing
activities |
2.3 |
1,090.4 |
(3,786.1) |
1.7.3. Net Debt
|
(in € million) |
12/31/2023 |
12/31/2022 |
| Net
Debt |
6,987.3 |
7,939.1 |
| The
main elements of long-term financial resources are
the following (Note 26 provides more details on each
of these financings). |
|
|
| A
series of bonds issued on the euro and yen financial
markets: |
|
|
|
• €300 million euros (1.00%) of bonds
issued by Hella, maturing in May 2024; |
|
|
|
• €1,000 million (2.625%) of bonds maturing
in June 2025; |
|
|
|
• ¥11.7 billion (2.48%) of bonds maturing in
March 2026; |
|
|
|
• €750 million (3.125%) of bonds maturing
in June 2026; |
|
|
|
• €950 million (7.25%) of
sustainability-linked bonds maturing in June 2026 (of
which €150 million have been tendered in 2023
bringing the balance at the end of December 2023 to
799.9 million euros); |
|
|
|
• €500 million (0.50%) of Hello bonds
maturing in January 2027; |
|
|
|
• €1,200 million (2.75%) of
sustainability-linked bonds maturing in February
2027; |
|
|
|
• ¥6.8 billion (2.81%) of bonds maturing in
March 2027; |
|
|
|
• €890 million (2.375%) of bonds maturing
in June 2027 (including a tap of €190 million
issued in February 2021); |
|
|
|
• €700 million (3.75%) of bonds maturing in
June 2028; |
|
|
|
• ¥0.7 billion (3.19%) of bonds maturing in
December 2028; |
|
|
|
• €400 million (2.375%) of Green Bonds
maturing in June 2029; |
|
|
|
• ¥12 billion (3.50%) of Hello Note maturing
in 2032. |
|
|
A series of Schuldscheindarlehen (private placement
under German law):
| • |
213 million euros (out of the
700 million euros issued in 2018 and partially repaid
since then) maturing in December 2024;
|
| • |
747 million euros issued in 2021
and 2022, maturing in July 2024, January 2026,
January 2027 and January 2028.
|
A series of bank loans:
| • |
a ¥30 billion credit
facility maturing in February 2026. As at December 31
2023, this facility was used up to ¥20
billion;
|
| • |
a €315 million Credit
Agreement with the European Investment Bank (EIB)
maturing in July 2029 ; the amount drawn under the
facility is €289 million euros as of December
31, 2023;
|
| • |
a $300 million syndicated loan,
signed by Faurecia Sistemas Automotrices SA DE CV
with Latin American investors, maturing in March
2028;
|
| • |
a €500 million Term loan
maturing in June 2026 with two one-year extension
options;
|
| • |
a ¥10,000 million loan
signed by Hella with maturity June 2033.
|
Besides, Forvia holds a €1,500 million syndicated
credit facility whose maturity has been extended to May
2027, with a remaining one-year maturity extension option.
As at December 31, 2023, this facility was not used and
fully available for its total amount.
Hella's syndicated credit facility amounts to €450
million, with one option to increase the available amount
by €150 million and its maturity is December 2026,
with a remaining one-year maturity extension option. As at
December 31, 2023, this facility was not used and fully
available for its total amount
1.8. Outlook
2024 GUIDANCE
This guidance is based on:
| • |
broadly stable worldwide
automotive production in 2024 vs. 2023, in line with
S&P's latest forecast dated February 2024 that
estimates 90.0 million light vehicles produced in
2024 vs. 90.3 million in 2023 (-0.4%);
|
| • |
average 2024 currency rates of
1.10 for €/USD and of 7.50 for €/CNY.
|
And assumes no major lockdown impacting production or
retail sales in any automotive region during the year.
It takes into consideration:
| • |
a limited negative scope effect
on sales of c. €50 million as the net effect of
the disposal of the CVI business to Cummins
(deconsolidated as from Q4 2023) for €(300)
million largely offset by the consolidation as from
January 1, 2024 of HELLA's joint-venture in Lighting
in China for c. €250 million;
|
| • |
the impact of the first step,
already announced, of the second €1 billion
disposal program underway, i.e. the disposal by HELLA
of its 50% stake in BHTC that should contribute cash
proceeds estimated at c. €200 million.
|
2024 guidance is on track to reach POWER25
ambition:
| • |
sales of between €27.5
billion and 28.5 billion;
|
| • |
operating margin between 5.6%
and 6.4% of sales;
|
| • |
NCF ≥ 2023 in value;
|
| • |
net debt/Adjusted EBITDA ratio
≤ 1.9x at Dec. 31, 2024.
|
ON TRACK TO POWER25 AMBITION
The Group reiterates its FY2025 objectives, as presented
at the Capital Markets Day held in November 2022:
| • |
sales of c. €30bn;
|
| • |
operating margin > 7% of
sales;
|
| • |
NCF of 4% sales;
|
| • |
net debt/Adjusted EBITDA ratio
of < 1.5x at Dec. 31, 2025.
|
These objectives were based on average 2025 currency
rates of 1.05 for €/USD and of 7.00 for €/CNY and
assumed no major lockdown impacting production or retail
sales in any major automotive region over the period.
These objectives, evidently, did not take into
consideration any impact from the second €1 billion
disposal program that was announced in October 2023.
2. Consolidated financial statements
2.1. Consolidated statement of comprehensive income
2.2 Consolidated balance sheet 2
2.3 Consolidated cash flow statement
2.4 Consolidated statement of changes in equity
2.5. Notes to the consolidated financial statements
3
List of consolidated companies as of December 31,
2023
In the financial statements reported thereafter, please
note that figures reported for the year 2023 include 12
months of activity of HELLA (major acquisition of 2022) vs
11 months in 2022.
2.1. Consolidated statement of comprehensive
income
|
(in € million) |
Notes |
2023 |
2022 restated
* |
|
SALES |
4 |
27,247.9 |
24,573.7 |
| Cost
of sales |
5 |
(23,585.5) |
(21,442.1) |
|
Research and development costs |
5 |
(953.0) |
(896.0) |
|
Selling and administrative expenses |
5 |
(1,270.3) |
(1,175.1) |
|
OPERATING INCOME (BEFORE AMORTIZATION OF ACQUIRED
INTANGIBLE ASSETS) |
4 |
1,439.1 |
1,060.5 |
|
Amortization of intangible assets acquired in
business combinations |
11 |
(193.2) |
(189.9) |
|
OPERATING INCOME (AFTER AMORTIZATION OF ACQUIRED
INTANGIBLE ASSETS) |
|
1,245.9 |
870.6 |
|
Other non-recurring operating income |
6 |
7.8 |
1.8 |
|
Other non-recurring operating expense |
6 |
(189.2) |
(444.3) |
|
Income from loans, cash investments and marketable
securities |
|
90.7 |
50.3 |
|
Finance costs |
7 |
(586.2) |
(377.1) |
|
Other financial income and expense |
7 |
36.6 |
(168.4) |
|
INCOME BEFORE TAX OF FULLY CONSOLIDATED
COMPANIES |
|
605.6 |
(67.1) |
|
Taxes |
8 |
(232.4) |
(177.0) |
| of
which deferred taxes |
8 |
181.6 |
177.5 |
| NET
INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES |
|
373.2 |
(244.1) |
|
Share of net income of associates |
13 |
(2.2) |
11.4 |
| NET
INCOME FROM CONTINUED OPERATIONS |
|
371.0 |
(232.7) |
| NET
INCOME FROM DISCONTINUED OPERATIONS |
2.1 |
(5.4) |
(17.7) |
|
CONSOLIDATED NET INCOME (LOSS) |
|
365.6 |
(250.4) |
|
Attributable to owners of the parent |
|
222.2 |
(381.8) |
|
Attributable to minority interests from continued
operations |
23 |
143.4 |
131.4 |
|
Attributable to minority interests from discontinued
operations |
|
0.0 |
0.0 |
|
Basic earnings (loss) per share (in €) |
9 |
1.13 |
(2.20) |
|
Diluted earnings (loss) per share (in €) |
9 |
1.12 |
(2.20) |
|
Basic earnings (loss) from continued operations per
share (in €) |
9 |
1.15 |
(2.10) |
|
Diluted earnings (loss) from continued operations per
share (in €) |
9 |
1.15 |
(2.10) |
|
Basic earnings (loss) from discontinued operations
per share (in €) |
9 |
(0.03) |
(0.10) |
|
Diluted earnings (loss) from discontinued operations
per share (in €) |
9 |
(0.03) |
(0.10) |
* See Note 1 C.
Other comprehensive income
|
(in € million) |
Notes |
2023 |
2022 restated
* |
|
CONSOLIDATED NET INCOME (LOSS) |
|
365.6 |
(250.4) |
|
Amounts to be potentially reclassified to profit or
loss from continued operations |
|
(320.6) |
79.5 |
|
Gains (losses) arising on fair value adjustments to
cash flow hedges |
|
(25.6) |
92.6 |
| of
which recognized in equity |
|
69.1 |
82.5 |
| of
which transferred to net income (loss) for the
period |
|
(94.7) |
10.1 |
|
Exchange differences on translation of foreign
operations |
|
(297.7) |
11.8 |
| Tax
impact |
|
2.6 |
(24.9) |
|
Amounts not to be reclassified to profit or loss from
continued operations |
|
(29.2) |
168.6 |
|
Actuarial gain/(loss) on post-employment benefit
obligations |
25 |
(43.0) |
244.2 |
| Tax
impact |
|
13.8 |
(75.6) |
|
Other comprehensive income from discontinued
operations |
|
(13.3) |
(8.9) |
|
TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE
PERIOD |
|
2.5 |
(11.2) |
|
Attributable to owners of the parent |
|
(102.2) |
(150.8) |
|
Attributable to minority interests |
|
104.7 |
139.6 |
* See Note 1 C.
2.2 Consolidated balance sheet
Assets
|
(in € million) |
Notes |
2023 |
2022
* |
|
Goodwill |
10 |
5,129.6 |
5,260.3 |
|
Intangible assets |
11 |
4,374.8 |
4,590.1 |
|
Property, plant and equipment |
12A |
4,934.9 |
5,055.8 |
|
Right-of-use assets |
12B |
946.1 |
1,183.5 |
|
Investments in associates |
13 |
307.8 |
333.9 |
|
Other equity interests |
14 |
116.4 |
128.5 |
|
Other non-current financial assets |
15 |
156.5 |
158.1 |
|
Other non-current assets |
16 |
154.7 |
187.1 |
|
Deferred tax assets |
8 |
852.9 |
690.5 |
|
TOTAL NON-CURRENT ASSETS |
|
16,973.7 |
17,587.8 |
|
Inventories, net |
17 |
2,903.7 |
2,924.2 |
|
Contract assets |
|
149.6 |
275.6 |
|
Trade accounts receivables |
18 |
4,132.9 |
5,065.9 |
|
Other operating receivables |
19 |
593.4 |
720.5 |
|
Other receivables |
20 |
1,449.2 |
1,425.7 |
|
Other current financial assets |
30 |
8.8 |
17.6 |
| Cash
and cash equivalents |
21 |
4,273.9 |
4,201.1 |
|
TOTAL CURRENT ASSETS |
|
13,511.5 |
14,630.6 |
|
Assets held for sale |
|
0.0 |
N/A |
|
TOTAL ASSETS |
|
30,485.2 |
32,218.4 |
* See Note 1 C.
Liabilities
|
(in € million) |
Notes |
2023 |
2022
* |
|
EQUITY |
|
|
|
|
Capital |
22 |
1,379.6 |
1,379.6 |
|
Additional paid-in capital |
|
1,408.7 |
1,408.7 |
|
Treasury stock |
|
(0.2) |
(4.5) |
|
Retained earnings |
|
1,759.1 |
2,162.5 |
|
Translation adjustments |
|
(260.0) |
(16.5) |
| Net
income (loss) |
|
222.2 |
(381.8) |
|
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENTS |
|
4,509.4 |
4,548.0 |
|
Minority interests |
23 |
1,662.0 |
1,691.1 |
|
TOTAL SHAREHOLDERS' EQUITY |
|
6,171.4 |
6,239.1 |
|
Non-current provisions |
25 |
630.0 |
575.2 |
|
Non-current financial liabilities |
26 |
8,686.7 |
9,106.2 |
|
Non-current lease liabilities |
26 |
836.5 |
1,049.2 |
|
Other non-current liabilities |
|
72.0 |
48.2 |
|
Deferred tax liabilities |
8 |
327.8 |
390.4 |
|
TOTAL NON-CURRENT LIABILITIES |
|
10,553.0 |
11,169.2 |
|
Current provisions |
24 |
602.9 |
795.5 |
|
Current financial liabilities |
26 |
1,544.8 |
1,773.7 |
|
Current portion of lease liabilities |
26 |
219.1 |
251.8 |
|
Prepayments on customers contracts |
|
1,051.4 |
975.4 |
|
Trade payables |
27 |
8,397.9 |
9,181.3 |
|
Accrued taxes and payroll costs |
27 |
1,061.3 |
1,104.3 |
|
Sundry payables |
28 |
883.4 |
728.1 |
|
TOTAL CURRENT LIABILITIES |
|
13,760.8 |
14,810.1 |
|
Liabilities linked to assets held for sale |
|
0.0 |
N/A |
|
TOTAL EQUITY AND LIABILITIES |
|
30,485.2 |
32,218.4 |
* See Note 1 C.
| 2.3 Consolidated cash flow statement |
|
(in € million) |
Notes |
2023 |
2022 restated
* |
| I-
OPERATING ACTIVITIES |
|
|
|
|
Operating income (before amortization of acquired
intangible assets) |
|
1,439.1 |
1,060.5 |
|
Depreciations and amortizations of assets |
5.5 |
1,888.9 |
1,846.8 |
| o/w
depreciations and amortizations of R&D
assets |
5.5 |
712.4 |
684.5 |
| o/w
other depreciations |
|
1,176.5 |
1,162.3 |
|
EBITDA adjusted |
|
3,328.0 |
2,907.3 |
|
Operating current and non-current provisions |
|
(143.8) |
(99.3) |
|
Capital (gains) losses on disposals of operating
assets |
|
5.0 |
(2.4) |
| Paid
restructuring |
|
(170.2) |
(181.9) |
| Paid
finance costs net of income |
|
(529.0) |
(362.4) |
|
Other non-recurring operating income and expenses
paid |
|
(1.1) |
(79.4) |
| Paid
taxes |
|
(515.3) |
(362.1) |
|
Dividends from associates |
|
19.7 |
24.4 |
|
Change in working capital requirement |
|
769.9 |
588.3 |
|
Change in inventories |
|
(135.1) |
(154.1) |
| o/w
R&D inventories increase |
5.4 |
(223.8) |
(216.7) |
| o/w
R&D inventories decrease |
|
237.4 |
194.9 |
|
Change in trade accounts receivables |
|
207.6 |
(395.8) |
|
Change in trade payables |
|
444.2 |
1,144.0 |
|
Change in other operating receivables and
payables |
|
214.2 |
56.9 |
|
Change in other receivables and payables (excl.
Tax) |
|
39.0 |
(62.8) |
|
Operating cash flows from discontinued
activities |
|
(148.9) |
32.0 |
| CASH
FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |
|
2,614.5 |
2,464.6 |
| II-
INVESTING ACTIVITIES |
|
|
|
|
Additional property, plant and equipment |
12 |
(1,122.9) |
(1,119.3) |
|
Additional intangible assets |
11 |
(14.4) |
(17.7) |
|
Capitalized development costs |
5.4 & 11 |
(1,046.0) |
(954.2) |
|
Acquisitions/Sales of investments and business (net
of cash and cash equivalents) |
|
303.6 |
(4,885.5) |
|
Proceeds from disposal of property, plant and
equipment |
|
46.6 |
21.0 |
|
Proceed from disposal of financial assets |
|
0.0 |
0.0 |
|
Change in investment-related receivables and
payables |
|
22.3 |
120.9 |
|
Other changes |
|
30.9 |
628.7 |
|
Investing cash flows from discontinued
operations |
|
255.7 |
(44.6) |
| CASH
FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES |
|
(1,524.1) |
(6,250.7) |
| CASH
PROVIDED BY (USED IN) OPERATING AND INVESTING
ACTIVITIES (I) + (II) |
|
1,090.4 |
(3,786.1) |
| III-
FINANCING ACTIVITIES |
|
|
|
|
Shares issued by Forvia and fully consolidated
companies (net of costs) |
|
1.5 |
1,216.8 |
|
Dividends paid to owners of the parent company |
|
(0.0) |
(0.0) |
|
Dividends paid to minority interests in consolidated
subsidiaries |
|
(132.5) |
(54.9) |
|
Acquisitions/disposals of treasury stocks |
|
1.3 |
(1.1) |
| Debt
securities issued and increase in other financial
liabilities |
|
588.1 |
4,739.7 |
|
Repayment of debt and other financial
liabilities |
|
(1,162.0) |
(2,539.8) |
|
Repayments on lease debts |
|
(246.0) |
(239.9) |
|
Financing cash flows from discontinued
activities |
|
60.6 |
(0.9) |
| NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|
(889.0) |
3,119.9 |
| IV-
OTHER CHANGES IN CASH AND CASH EQUIVALENTS |
|
|
|
|
Impact of exchange rate changes on cash and cash
equivalents |
|
(123.3) |
(38.4) |
| Net
cash flows from discontinued operations |
|
24.5 |
(29.7) |
| NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
102.5 |
(734.3) |
| CASH
AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD |
|
4,171.4 |
4,905.7 |
| CASH
AND CASH EQUIVALENTS AT END OF PERIOD |
|
4,273.9 |
4,171.4
** |
* See Note IC.
** Cash and cash equivalents at end of 2022 are
only restated in consolidated cash flow statement (cf. note
1C).
The net cash flow amounts to €649.1 million as of
December 31, 2023 and €483.4 million as of December
31, 2022 restated (cf. chapter 1, note 1.7.1).
2.4 Consolidated statement of changes in equity
|
|
|
|
|
|
|
|
(in € million) |
Number of shares
(1) |
Capital stock |
Additional paid-in capital |
Treasury Stock |
Retained earnings and net income (loss) for the
period |
|
Shareholders' equity as of January 1, 2022 before
appropriation of net income (loss) |
138,035,801 |
966.3 |
605.2 |
(4.0) |
1,993.2 |
| Net
income (loss) |
|
|
|
|
(381.8) |
|
Other comprehensive income |
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
(381.8) |
|
Capital increase
(2) |
59,053,539 |
413.3 |
803.5 |
|
|
| 2021
dividends |
|
|
|
|
|
|
Allocation of free shares |
|
|
|
|
9.2 |
|
Purchases and sales of treasury stock |
|
|
|
(0.5) |
|
|
Changes in scope of consolidation and other |
|
|
|
|
184.1 |
|
Shareholders' equity as of December 31, 2022 before
appropriation of net income (loss) |
197,089,340 |
1,379.6 |
1,408.7 |
(4.5) |
1,804.7 |
| Net
income (loss) |
|
|
|
|
222.2 |
|
Other comprehensive income |
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
222.2 |
|
Capital increase |
|
|
|
|
|
| 2022
dividends |
|
|
|
|
|
|
Allocation of free shares |
|
|
|
|
8.4 |
|
Purchases and sales of treasury stock |
|
|
|
4.3 |
|
|
Changes in scope of consolidation and other |
|
|
|
|
16.9 |
|
Shareholders' equity as of December 31, 2023 before
appropriation of net income (loss) |
197,089,340 |
1,379.6 |
1,408.7 |
(0.2) |
2,052.2 |
|
|
Valuation adjustments |
|
(in € million) |
Translation adjustments |
Cash flow hedges |
Actuarial gain/(loss) on post employment benefit
obligations |
|
Shareholders' equity as of January 1, 2022 before
appropriation of net income (loss) |
(34.3) |
2.2 |
(103.0) |
| Net
income (loss) |
|
|
|
|
Other comprehensive income |
17.3 |
63.5 |
150.2 |
|
Comprehensive income |
17.3 |
63.5 |
150.2 |
|
Capital increase
(2) |
|
|
|
| 2021
dividends |
|
|
|
|
Allocation of free shares |
|
|
|
|
Purchases and sales of treasury stock |
|
|
|
|
Changes in scope of consolidation and other |
0.5 |
(51.1) |
(85.9) |
|
Shareholders' equity as of December 31, 2022 before
appropriation of net income (loss) |
(16.5) |
14.7 |
(38.7) |
| Net
income (loss) |
|
|
|
|
Other comprehensive income |
(277.8) |
(21.6) |
(25.0) |
|
Comprehensive income |
(277.8) |
(21.6) |
(25.0) |
|
Capital increase |
|
|
|
| 2022
dividends |
|
|
|
|
Allocation of free shares |
|
|
|
|
Purchases and sales of treasury stock |
|
|
|
|
Changes in scope of consolidation and other |
34.3 |
0.0 |
(0.3) |
|
Shareholders' equity as of December 31, 2023 before
appropriation of net income (loss) |
(260.0) |
(6.9) |
(64.0) |
|
|
|
|
|
|
(in € million) |
Equity attributable to owners of the parent |
Minority interests |
Total |
|
Shareholders' equity as of January 1, 2022 before
appropriation of net income (loss) |
3,425.6 |
386.3 |
3,811.9 |
| Net
income (loss) |
(381.8) |
131.4 |
(250.4) |
|
Other comprehensive income |
231.0 |
8.2 |
239.2 |
|
Comprehensive income |
(150.8) |
139.6 |
(11.2) |
|
Capital increase
(2) |
1,216.9 |
|
1,216.9 |
| 2021
dividends |
0.0 |
(55.2) |
(55.2) |
|
Allocation of free shares |
9.2 |
|
9.2 |
|
Purchases and sales of treasury stock |
(0.5) |
|
(0.5) |
|
Changes in scope of consolidation and other |
47.7 |
1,220.4 |
1,268.1 |
|
Shareholders' equity as of December 31, 2022 before
appropriation of net income (loss) |
4,548.0 |
1,691.1 |
6,239.1 |
| Net
income (loss) |
222.2 |
143.4 |
365.6 |
|
Other comprehensive income |
(324.4) |
(38.7) |
(363.1) |
|
Comprehensive income |
(102.2) |
104.7 |
2.5 |
|
Capital increase |
0.0 |
6.8 |
6.8 |
| 2022
dividends |
0.0 |
(142.6) |
(142.6) |
|
Allocation of free shares |
8.4 |
|
8.4 |
|
Purchases and sales of treasury stock |
4.3 |
|
4.3 |
|
Changes in scope of consolidation and other |
50.9 |
2.0 |
52.9 |
|
Shareholders' equity as of December 31, 2023 before
appropriation of net income (loss) |
4,509.4 |
1,662.0 |
6,171.4 |
(1) Of which 5,091 treasury stock as of
12/31/2023 and 84,171 treasury stock as of 12/31/2022- See
Note 9.
(2) Of which €524.5 million on January 31,
2022 and €692.3 million on June 24, 2022.
2.5. Notes to the consolidated financial
statements
Contents
NOTE 1 Summary of significant accounting policies
NOTE 2 Change in scope of consolidation and recent
events
NOTE 3 Post-balance sheet events
NOTE 4 Information by operating segment
NOTE 5 Analysis of operating expenses
NOTE 6 Other non-recurring operating income and
expenses
NOTE 7 Finance costs and Other financial income and
expenses
NOTE 8 Income tax
NOTE 9 Earnings per share
NOTE 10 Goodwill
NOTE 11 Intangible assets
NOTE 12A Property, plant and equipment
NOTE 12B Right-of-use assets
NOTE 13 Investments in associates
NOTE 14 Other equity interests
NOTE 15 Other non-current financial assets
NOTE 16 Other non-current assets
NOTE 17 Inventories and work-in-progress
NOTE 18 Trade accounts receivables
NOTE 19 Other operating receivables
NOTE 20 Other receivables
NOTE 21 Cash and cash equivalents
NOTE 22 Shareholders' equity
NOTE 23 Minority interests
NOTE 24 Current provisions and contingent
liabilities
NOTE 25 Non-current provisions and provisions for
pensions and other post-employment benefits
NOTE 26 Net debt
NOTE 27 Trade payables, accrued taxes and payroll
costs
NOTE 28 Sundry payables
NOTE 29 Financial instruments
NOTE 30 Hedging of currency and interest rate risks
NOTE 31 Commitments given and contingent liabilities
NOTE 32 Related party transactions
NOTE 33 Management compensation
NOTE 34 Fees paid to the Statutory Auditors
NOTE 35 Dividends
FORVIA comprises the complementary technology and
industrial strengths of FORVIA and HELLA, and is the 7th
largest global automotive supplier.
FORVIA S.E is a European company which registered office
is located at 23-27, avenue des Champs-Pierreux, 92000
Nanterre (Hauts-de-Seine department) in France. The Company
is listed on Euronext Paris.
The consolidated financial statements were approved by
FORVIA's Board of Directors on February 16, 2024.
The accounts were prepared on a going concern basis.
Note 1 Summary of significant accounting
policies
1.A Accounting principles
The consolidated financial statements of the FORVIA
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. These standards include
International Financial Reporting Standards and
International Accounting Standards (IAS), as well as the
related International Financial Reporting Interpretations
Committee (IFRIC) interpretations.
The standards used to prepare the 2023 consolidated
financial statements and comparative data for 2022 are
those published in the Official Journal of the European
Union (OJEU) as of December 31, 2023, whose application was
mandatory at that date. The new standards, amendments and
revisions to the existing standards, whose publication is
mandatory from January 1, 2023, have no significant impact
on the Group consolidated financial statements.
Concerning the amendments to IAS 12 «International
Tax Reform - Pillar 2 Model Rules» published in the
OJEU on November 9, 2023, the Group has applied the
temporary and mandatory exception related to accounting of
deferred tax related to the Pillar 2 income taxes.
The Finance law published in the Official Journal on
December 30, 2023 has transposed the European Directive
2022/2023, in order to implement the OECD tax reform
("Pillar 2"). This law is applicable for all accounting
periods starting from December 31, 2023 and enforces for
all big multinational companies a minimum taxation on
income generated in each of the jurisdictions where they
are active. The Group has performed the estimation of the
potential impacts. In most of the cases, the application of
the transitory measures should be possible, generating nil
additional income tax. For the countries where these
transitory measures can not be applied, no significant
impact is expected for the Group.
Moreover, FORVIA has not undertaken any early
application of new standards, amendments or interpretations
whose application is mandatory after December 31, 2023,
irrespective of whether or not they are adopted by the
European Union.
The principal accounting policies considered have been
applied consistently to all presented periods.
Specifically, the operating margin (before amortization of
intangible assets acquired) is the FORVIA group's principal
performance indicator. It corresponds to net income of the
fully consolidated companies before:
| • |
the amortization of intangible
assets acquired in business combinations (customer
relationship...);
|
| • |
other non-recurring operating
income and expenses, corresponding to material,
unusual and non-recurring items including
reorganization costs and early retirement costs, the
impact of exceptional events such as the
discontinuation of a business, the closure of an
industrial site, disposals of non-operating
buildings, impairment losses and reversals recorded
for property, plant and equipment or intangible
assets, as well as other material and unusual
losses;
|
| • |
income on loans, cash
investments and marketable securities;
|
| • |
finance costs;
|
| • |
other financial income and
expenses, which include 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 IFRS 9, and gains and losses on sales of shares in
subsidiaries;
|
| • |
taxes.
|
The preparation of financial statements in accordance
with IFRS requires the use of estimates and assumptions
when measuring certain assets, liabilities, income,
expenses accounted for in the financial statements as well
as for the evaluation of commitments given and contingent
liabilities. These estimates and assumptions are primarily
used when calculating the impairment of property, plant and
equipment, right of use, intangible assets and goodwill,
for measuring pension and other employee benefit
obligations as well as for lease liabilities and
depreciation of deferred tax assets. 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. These
estimations are revised on a regular basis, notably in the
current evolutive macro economic context. Moreover, the
Group must exercise judgment in determining whether the
criteria for recognizing an asset or group of assets as
held for sale are met, pursuant to the provisions of IFRS 5
"Non-Current Assets Held for Sale and Discontinued
Operations".
These estimates consider also the Group plans in terms
of carbon neutrality as approved by the Science Based
Target Initiative (SBTi) in July 2022 and more
specifically, achieving by 2025 CO
2 neutral scopes 1 & 2 and by 2030 reducing
green house gas (GHG) emissions by 45% of scope 3, among
others by solar energy production on its sites (on site
PPA), purchases of renewable energy (off site PPA) and the
development of its transversal division for cutting edge
sustainable and smart materials launched in July 2021, as
well as the review of the group industrial portfolio to
climatic risks on the basis on the GIEC scenarii.
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 notes 10 and
25.2, respectively. In addition, Note 11 "Intangible
Assets" describes the main assumptions used for measuring
intangible assets and Note 8.2 the assumptions for
recognition of deferred tax assets.
1.B Consolidation principles
Companies over which the Group exercises significant
influence and which are at least 20%-owned are consolidated
when one or more of the following criteria are met: annual
sales of over €20 million, total assets of over
€20 million, and debt of over €5 million.
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 when the Group
holds more than 50% of a company's 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
longer 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. There is no joint
operation in the sense of IFRS 11 within the companies
consolidated by equity method.
The FORVIA group's financial statements are presented in
euros. Except if specifically specified, amounts are in
millions of euros; generally, amounts presented are rounded
to the closest unit; consequently, the sum of rounded
amounts can present non-significant differences to the
reported total. Moreover, ratios and variances reported are
computed with the detailed amounts and not with the rounded
amounts.
The functional currency of foreign subsidiaries is
generally their local currency. The assets and liabilities
of these companies are translated into euros at the
year-end exchange rate and income statement items are
translated at the average exchange rate for the year. The
resulting foreign exchange gains and losses are recorded in
equity.
Balance sheets and net income of Group entities active
in hyperinflation economies are restated to take into
account the changes in purchasing power of the local
currencies using the official indexes at closing date. They
are then translated in euros using the exchange rate of the
closing date; without restatement of comparative periods in
accordance with IAS 21. This is applied in 2022 and 2023 to
Group affiliates in Argentina and in Turkiye.
However certain companies located outside the euro or
the US-dollar zone and which carry out the majority of
their transactions in euros or US dollars may, however, use
euros or US dollars 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.
1.C Modifications to the previously published
consolidated financial statements
IFRS 5 - DISCONTINUED ACTIVITIES
FORVIA has announced mid February 2023 to have signed
with the Motherson group an agreement by which Motherson
commits to acquire FORVIA's SAS Cockpit Modules division
(assembly and logistics services), reported as part of its
Interiors Segment. All the conditions were met from an IFRS
point of view to qualify the activity as discontinued,
mainly regarding the criteria of being a major line of
business and the highly probable character of the sale.
Since January 1, 2023, applying IFRS 5, the
corresponding assets and liabilities have been isolated in
dedicated lines as the net result of the corresponding
discontinued activities and so until July 31, 2023,
effective date of the sale of these activities (see Note
2.1).
Due to the effective sale of these activities on July
31, 2023, there are no assets nor liabilities presented in
separated lines in the consolidated balance sheet as of
December 31, 2023.
The net income, other comprehensive income and cash
flows items of discontinued operations are presented
separately in the statement of financial position for the
year 2023 and all prior periods presented in the financial
statements. The comparative balance sheet for the previous
year is not restated, as per IFRS5.
Inter-company transactions other than the ones linked to
management fees remain eliminated. The classification of
management fees for which the sale of the SAS will have no
impact has been maintained in operating income. The net
impact of this sale is also presented in the net income of
discontinued activities.
The restatements of the previously published financial
statements for the year 2022 are detailed in the tables
below.
RESTATED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Full-Year 2022
|
(in € million) |
Full-Year 2022 published in February 2023 |
IFRS 5 impact |
2022 restated |
|
SALES |
25,458.2 |
(884.5) |
24,573.7 |
|
OPERATING INCOME (BEFORE AMORTIZATION OF ACQUIRED
INTANGIBLE ASSETS) |
1,114.9 |
(54.4) |
1,060.5 |
| NET
INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES |
(261.8) |
17.7 |
(244.1) |
| NET
INCOME FROM CONTINUED OPERATIONS |
(250.4) |
17.7 |
(232.7) |
| NET
INCOME FROM DISCONTINUED OPERATIONS |
0.0 |
(17.7) |
(17.7) |
|
CONSOLIDATED NET INCOME (LOSS) |
(250.4) |
0.0 |
(250.4) |
|
Attributable to owners of the parent |
(381.8) |
0.0 |
(381.8) |
|
Attributable to minority interests from continued
operations |
131.4 |
0.0 |
131.4 |
|
Attributable to minority interests from discontinued
operations |
0.0 |
0.0 |
0.0 |
RESTATED CONSOLIDATED CASH FLOW STATEMENT
Full-Year 2022
|
(in € million) |
Full-Year 2022 published in February 2023 |
Impact IFRS 5 |
2022 restated |
| I-
OPERATING ACTIVITIES |
|
|
|
|
EBITDA adjusted |
3,011.9 |
(104.6) |
2,907.3 |
|
Change in working capital requirement |
557.2 |
31.1 |
588.3 |
|
Operating cash flows from discontinued
activities |
0.0 |
32.0 |
32.0 |
| CASH
FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |
2,464.6 |
0.0 |
2,464.6 |
| II-
INVESTING ACTIVITIES |
|
|
|
|
Investing cash flows from discontinued
operations |
0.0 |
(44.6) |
(44.6) |
| CASH
FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES |
(6,250.7) |
0.0 |
(6,250.7) |
| CASH
PROVIDED BY (USED IN) OPERATING AND INVESTING
ACTIVITIES (I)+(II) |
(3,786.1) |
0.0 |
(3,786.1) |
| Ill-
FINANCING ACTIVITIES |
|
|
|
|
Financing cash flows from discontinued
activities |
0.0 |
(0.9) |
(0.9) |
| NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
3,119.9 |
0.0 |
3,119.9 |
| IV-
OTHER CHANGES IN CASH AND CASH EQUIVALENTS |
|
|
|
|
Impact of exchange rate changes on cash and cash
equivalents |
(38.4) |
0.1 |
(38.4) |
| Net
cash flows from discontinued operations |
0.0 |
(29.7) |
(29.7) |
| NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(704.6) |
(29.7) |
(734.3) |
| CASH
AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD |
4,905.7 |
0.0 |
4,905.7 |
| CASH
AND CASH EQUIVALENTS AT END OF PERIOD |
4,201.1 |
(29.7) |
4,171.4 |
The net cash flow published in 2022 (€470.8
million) amounts to €483.4 million as of December 31,
2022 after IFRS5 restatement.
Note 2 Change in scope of consolidation and recent
events
2.1 Disposal of SAS
On July 31, 2023, FORVIA has finalized the sale to the
Motherson group of its SAS Cockpit Modules division
(assembly and logistics services), reported as part of its
Interiors Segment, for an entreprise value of €540
million.
According to the sale contract, the process of
determining potential price adjustments is ongoing; no
significant impact is expected on group financial
statements. On December 31, 2023, the loss on disposal
after tax has been booked in "Net income of discontinued
operations".
In accordance with IFRS 10, the gain or loss on disposal
of SAS is calculated based on the difference between:
| • |
the global sale price, after
goodwill and any costs related to the transaction and
the estimated liabilities;
|
| • |
the net equity, as recognized in
the consolidated financial statement on July 31,
2023.
|
In accordance with IFRS 5, "net income of discontinued
operations" presented in the consolidated statement of
comprehensive income amounted to €-5.4 million
including the operations of the SAS business from January
1, 2023 to July 31, 2023 for total sales of €593.6
million as well as the net loss on disposal related to this
activity of €-6.3 million and the directly
incrementable expenses related to the sale.
The accounting principles and policies applied to
discontinued operations are the same as those applied for
annual accounts.
2.2 Other changes in scope in 2023
DISPOSAL OF CVI BUSINESS
FORVIA has finalized the sale of designated parts of
FORVIA's commercial vehicle exhaust aftertreatment business
in Europe and in the United States, on October 2, 2023, for
a total transaction value of €199.2 million, to its
longstanding partner Cummins. As part of this transaction,
Cummins acquired two plants located in Roermond
(Netherlands) and Columbus South (Indiana, USA) as well as
their related programs. According to the sale contract, the
calculation of prospective price adjustments based on CVI
accounts on transaction date is ongoing.
DISENGAGEMENT FROM RUSSIA
Consistently with its early 2023 announcements, FORVIA
has concluded its disengagement from Russia, with the sale
of its three operating entities (Faurecia Environmental
solutions-Russia, Faurecia Automotive Solutions, Faurecia
Interior Togliatti) in December 2023, after having obtained
the necessary regulatory authorizations from the Russian
administration. FORVIA has no operational activities in
Russia since end of December 2023.
OTHER CHANGES IN SCOPE
Within Seating perimeter, in China, the company
Zhengzhou Faurecia Automotive Parts Co. Ltd has been
created and is fully consolidated since April 2023, it is
held at 70% by Group, and the company JinHua LEAP Faurecia
Automotive Parts Co. Ltd, held at 51%, has been created and
is fully consolidated since September 2023. In France, the
company SIELEST has been absorbed into the company SIEDOUBS
as of January 1, 2023. In Thailand, the company Rayong
Faurecia Automotive Parts Co. Ltd held at 70%, has been
created and is fully consolidated since November 2023.
For Interiors, in United States, the companies of
Detroit Manufacturing Systems' Group held at 49% and
consolidated by equity method have been sold in June
2023.
Within Clean Mobility perimeter, companies dedicated to
the hydrogen activities have been created in France, in
Germany, in China, in South Korea and in United states
during the first half year 2023. Following the sale of a
part of the group's shares to Stellantis, the company
Symbio, consolidated by equity method, is held at 33% since
July 2023.
In China, for Lighting segment, the company HELLA Faway
Automotive Lighting (Tianjin) Co., Ltd has been created in
May 2023. It is held at 39.98% and consolidated by equity
method.
For Electronics, in Chino, the company Parrot Automotive
Shenzhen, held at 100% and fully consolidated, has been
liquidated in June 2023.
In Germany, for the Lifecycle Solutions segment, the
company HELLA Pagid GmbH, consolidated by equity method and
held at 49%, has been fully acquired on December 31,
2023.
2.3 Reminder of change in scope of consolidation
introduced in 2022
FORVIA has completed on January 31, 2022 the acquisition
of 79.5% of HELLA, group listed on the Frankfort Stock
Exchange, comprising the 60% acquired from the family pool,
of which 8.95% were paid through newly issued FORVIA shares
and 19.5% as a result of the public tender offer mentioned
above. FORVIA also acquired additional shares on the
market, representing 2.09% of HELLA shares as of March 18,
2022. As of December 31, 2023, FORVIA holds 81.6% of HELLA
shares. FORVIA has an exclusive control on HELLA, which is
fully consolidated (including all its significant
affiliates) since February 1, 2022.
Within the Seating perimeter, in China the companies
Xian Faurecia Automotive Parts Co., Ltd and Changzhou
Faurecia Automotive Parts Co., Ltd have been created and
are fully consolidated since February 2022; they are held
at 70% by the Group. The company Faurecia (Tianjin)
Automotive Systems Co., Ltd has been created and is fully
consolidated since February 2022; it is held at 100%. The
company Faurecia (Changshu) Automotive System Co., Ltd in
China, fully consolidated, is being held at 60% since
October 2022 vs initially at 55%.
For the Electronics perimeter, in Mexico, the company
Hitachi Automotive Systems San Juan Del Rio, S.A. de C.V
held at 20% and consolidated in equity method had been sold
in June 2022. In China, the company Changchun FAWSN
Faurecia Cockpit of Future System Co., Ltd in China, has
been acquired in July 2022 at 50% and is fully consolidated
and the company Faurecia Clarion (Wuhan) has been created
and is fully consolidated since September 2022, it is held
at 100%.
Within the Lighting perimeter, the company HBPO
Beteiligungsgesellschaft mbH in Germany, consolidated in
equity method with a share of 27% since February 2022
following HELLA acquisition has been sold in December
2022.
2.4 Recent events
ECONOMICAL CONTEXT
The worldwide automotive production showed strong
dynamics in 2023 with a global production of 90.3 million
light vehicles, corresponding to a 9.7% growth year on
year. The market was supported by a very robust global
demand and the progressive normalization of
semi-conductor's supply. The 2023 level exceeded the 89
million LV production reached in 2019 (pre-Covid level),
but with a different regional mix ; In 2023, China
represented 32% of worldwide LVP (vs. 27% in 2019) and
Europe represented 20% (vs. 24% in 2019).
The impact of cost inflation has however persisted
during the year 2023. Compared to 2022, which predominantly
caused by increase in raw material prices, cost inflation
in 2023 mainly related to energy, labor and, to a lesser
extent, raw material prices (some of them starting to go
down).
Note 3 Post-balance sheet events
No significant post-balance sheet events have
occurred.
Note 4 Information by operating segment
The Group is structured into business units based on the
nature of the products and services offered:
| • |
Seating (design and manufacture
of complete vehicle seats, seating frames and
adjustment mechanisms);
|
| • |
Interiors (design, manufacture
and assembly of instrument panels, door panels and
modules);
|
| • |
Clean Mobility (design and
manufacture of exhaust systems, solutions for fuel
cell electric vehicles, and aftertreatment solutions
for commercial vehicles);
|
| • |
Electronics (design and
manufacture of display technologies, driver
assistance systems and cockpit electronics), which
includes HELLA Electronics and Clarion
Electronics;
|
| • |
Lighting (design and manufacture
of lighting technologies);
|
| • |
Lifecycle solutions (solutions
extending the vehicle lifecycle as well as workshop
equipment and special original equipment).
|
These business units are managed by the Group 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
(before amortization of acquired intangible assets) - and
the consolidated financial statements. Borrowings, other
operating income and expense, financial income and
expenses, and taxes are monitored at the Group level and
are not allocated to the various segments. A review of the
useful life for the fixed assets has been performed in
regard to the climate changes and its regulatory
consequences as known at the closing date, more
specifically for the Clean Mobility segment, and has not
enabled to identify any significant impact for the
Group.
4.1 Accounting principles
Revenue on parts is recognized when the control is
transferred to the customer, incidental to ownership of the
modules or parts produced. This generally corresponds to
when the goods are shipped.
Revenue on tooling is generally recognized at the
transfer of control of these tooling to the customer,
usually shortly before serial production starts.
Development costs are generally recognized as set up costs
for the serial parts production and capitalized, they are
then not considered as a revenue distinct from product
sales, except specific cases depending on the contract with
the customer.
FORVIA operates as an agent for monoliths sales, as well
as for some cockpit components, these sales are then
recorded at net value in the income statement. These agent
flows represented €7,384.7 million in 2023
(€8,325.2 million in 2022 restated IFRS5) ; the
counterparts in balance sheet are presented in the lines
Contract assets (cf. note 17) and Trade accounts
receivables in assets and Trade payables in
liabilities.
Operating margin (before amortization of acquired
intangible assets) is the FORVIA group's principal
performance indicator.
It corresponds to net income of the fully consolidated
companies before:
| • |
the amortization of intangible
assets acquired in business combinations (customer
relationship...);
|
| • |
other non-recurring operating
income and expenses, corresponding to material,
unusual and non-recurring items including
reorganization costs and early retirement costs, the
impact of exceptional events such as the
discontinuation of a business, the closure of an
industrial site, disposals of non-operating
buildings, impairment losses and reversals recorded
for property, plant and equipment or intangible
assets, as well as other material and unusual
losses;
|
| • |
income on loans, cash
investments and marketable securities;
|
| • |
finance costs, including finance
costs on lease liabilities;
|
| • |
other financial income and
expenses, which include 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 IFRS 9, and gains and losses on sales of shares in
subsidiaries;
|
| • |
taxes.
|
4.2 Key figures by operating segment
Full-Year 2023
|
(in € million) |
Seating |
Interiors |
Clean Mobility |
Electronics |
|
TOTAL SALES |
8,583.6 |
4,973.6 |
4,850.3 |
4,492.1 |
|
Inter-segment eliminations |
(32.4) |
(50.9) |
(18.2) |
(354.0) |
|
Consolidated sales |
8,551.1 |
4,922.7 |
4,832.2 |
4,138.0 |
|
Operating income (before amortization of acquired
intangible assets) |
314.7 |
200.9 |
383.7 |
219.4 |
|
Amortization of intangible assets acquired in
business combinations |
|
|
|
|
|
Operating income (after amortization of acquired
intangible assets) |
|
|
|
|
|
Other non recurring operating income |
|
|
|
|
|
Other non recurring operating expenses |
|
|
|
|
|
Finance costs, net |
|
|
|
|
|
Other financial income and expenses |
|
|
|
|
|
Corporate income tax |
|
|
|
|
|
Share of net income of associates |
|
|
|
|
| Net
income of continued operations |
|
|
|
|
| Net
income of discontinued operations |
|
|
|
|
| NET
INCOME (LOSS) |
|
|
|
|
|
Segment assets |
5,273.1 |
3,991.5 |
4,042.5 |
5,973.7 |
| Net
property, plant and equipment |
907.8 |
800.4 |
751.3 |
1,172.8 |
|
Right-of-use assets |
242.1 |
264.2 |
150.8 |
56.7 |
|
Other segment assets |
4,123.2 |
2,926.9 |
3,140.3 |
4,744.2 |
|
Investments in associates |
|
|
|
|
|
Other equity interests |
|
|
|
|
|
Short and long-term financial assets |
|
|
|
|
| Tax
assets (current and deferred) |
|
|
|
|
|
TOTAL ASSETS |
|
|
|
|
|
Segment liabilities |
3,138.3 |
2,313.2 |
3,405.7 |
1,508.9 |
|
Borrowings |
|
|
|
|
|
Lease liabilities |
|
|
|
|
| Tax
liabilities (current and deferred) |
|
|
|
|
|
Equity and minority interests |
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
Capital expenditure |
221.2 |
209.9 |
126.9 |
246.0 |
|
Depreciation of property, plant and equipment |
(162.7) |
(152.3) |
(160.5) |
(196.4) |
|
Depreciation of Right-of-use assets |
(71.2) |
(66.4) |
(46.5) |
(22.7) |
|
Impairment of property, plant and equipment |
(13.0) |
(4.2) |
(7.3) |
(0.6) |
|
Headcounts |
47,079 |
33,045 |
19,430 |
20,355 |
|
(in € million) |
Lighting |
Lifecycle Solutions |
Other |
Total |
|
TOTAL SALES |
3,748.0 |
1,067.5 |
210.2 |
27,925.3 |
|
Inter-segment eliminations |
(2.3) |
(9.4) |
(210.2) |
(677.4) |
|
Consolidated sales |
3,745.8 |
1,058.1 |
0.0 |
27,247.9 |
|
Operating income (before amortization of acquired
intangible assets) |
192.7 |
127.6 |
0.0 |
1,439.1 |
|
Amortization of intangible assets acquired in
business combinations |
|
|
|
(193.2) |
|
Operating income (after amortization of acquired
intangible assets) |
|
|
|
1,245.9 |
|
Other non recurring operating income |
|
|
|
7.8 |
|
Other non recurring operating expenses |
|
|
|
(189.2) |
|
Finance costs, net |
|
|
|
(495.5) |
|
Other financial income and expenses |
|
|
|
36.6 |
|
Corporate income tax |
|
|
|
(232.4) |
|
Share of net income of associates |
|
|
|
(2.2) |
| Net
income of continued operations |
|
|
|
371.0 |
| Net
income of discontinued operations |
|
|
|
(5.4) |
| NET
INCOME (LOSS) |
|
|
|
365.6 |
|
Segment assets |
3,016.3 |
1,317.0 |
597.8 |
24,211.9 |
| Net
property, plant and equipment |
1,011.1 |
134.5 |
156.9 |
4,934.9 |
|
Right-of-use assets |
56.8 |
15.0 |
160.6 |
946.1 |
|
Other segment assets |
1,948.4 |
1,167.5 |
280.3 |
18,330.9 |
|
Investments in associates |
|
|
|
307.8 |
|
Other equity interests |
|
|
|
116.4 |
|
Short and long-term financial assets |
|
|
|
4,606.2 |
| Tax
assets (current and deferred) |
|
|
|
1,242.8 |
|
TOTAL ASSETS |
|
|
|
30,485.2 |
|
Segment liabilities |
1,508.2 |
251.6 |
524.6 |
12,650.5 |
|
Borrowings |
|
|
|
10,231.5 |
|
Lease liabilities |
|
|
|
1,055.6 |
| Tax
liabilities (current and deferred) |
|
|
|
376.2 |
|
Equity and minority interests |
|
|
|
6,171.4 |
|
TOTAL LIABILITIES |
|
|
|
30,485.2 |
|
Capital expenditure |
254.3 |
21.7 |
42.7 |
1,122.9 |
|
Depreciation of property, plant and equipment |
(181.7) |
(18.9) |
(16.6) |
(889.1) |
|
Depreciation of Right-of-use assets |
(12.3) |
(5.3) |
(23.1) |
(247.5) |
|
Impairment of property, plant and equipment |
(2.9) |
0.0 |
9.4 |
(18.5) |
|
Headcounts |
22,435 |
5,064 |
6,054 |
153,462 |
Full-Year 2022 restated
|
(in € million) |
Seating |
Interiors restated |
Clean Mobility |
|
TOTAL SALES |
7,750.1 |
4,699.2 |
4,754.1 |
|
Inter-segment eliminations |
(45.8) |
(54.3) |
(18.4) |
|
Consolidated sales |
7,704.3 |
4,645.0 |
4,735.7 |
|
Operating income (before amortization of acquired
intangible assets) |
197.0 |
191.3 |
336.3 |
|
Amortization of intangible assets acquired in
business combinations |
|
|
|
|
Operating income (after amortization of acquired
intangible assets) |
|
|
|
|
Other non recurring operating income |
|
|
|
|
Other non recurring operating expenses |
|
|
|
|
Finance costs, net |
|
|
|
|
Other financial income and expenses |
|
|
|
|
Corporate income tax |
|
|
|
|
Share of net income of associates |
|
|
|
| Net
income from continued activities |
|
|
|
| Net
income from discontinued activities |
|
|
|
| NET
INCOME (LOSS) |
|
|
|
|
Segment assets |
5,246.6 |
5,040.9 |
4,993.7 |
| Net
property, plant and equipment |
898.5 |
860.7 |
890.9 |
|
Right-of-use assets |
259.6 |
400.2 |
219.7 |
|
Other segment assets |
4,088.5 |
3,780.0 |
3,883.1 |
|
Investments in associates |
|
|
|
|
Other equity interests |
|
|
|
|
Short and long-term financial assets |
|
|
|
| Tax
assets (current and deferred) |
|
|
|
|
Assets held for sale |
|
|
|
|
TOTAL ASSETS |
|
|
|
|
Segment liabilities |
2,845.2 |
2,951.4 |
3,830.4 |
|
Borrowings |
|
|
|
|
Lease liabilities |
|
|
|
| Tax
liabilities (current and deferred) |
|
|
|
|
Liabilities linked to assets held for sale |
|
|
|
|
Equity and minority interests |
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
Capital expenditure |
226.4 |
168.3 |
132.0 |
|
Depreciation of property, plant and equipment |
(155.7) |
(157.6) |
(171.7) |
|
Depreciation of Right-of-use assets |
(71.4) |
(64.0) |
(50.9) |
|
Impairment of property, plant and equipment |
(10.1) |
(13.7) |
(17.9) |
|
Headcounts |
45,052 |
33,541 |
20,462 |
|
(in € million) |
Electronics |
|
TOTAL SALES |
3,806.9 |
|
Inter-segment eliminations |
(285.0) |
|
Consolidated sales |
3,521.7 |
|
Operating income (before amortization of acquired
intangible assets) |
140.8 |
|
Amortization of intangible assets acquired in
business combinations |
|
|
Operating income (after amortization of acquired
intangible assets) |
|
|
Other non recurring operating income |
|
|
Other non recurring operating expenses |
|
|
Finance costs, net |
|
|
Other financial income and expenses |
|
|
Corporate income tax |
|
|
Share of net income of associates |
|
| Net
income from continued activities |
|
| Net
income from discontinued activities |
|
| NET
INCOME (LOSS) |
|
|
Segment assets |
5,979.9 |
| Net
property, plant and equipment |
1,179.2 |
|
Right-of-use assets |
71.6 |
|
Other segment assets |
4,729.2 |
|
Investments in associates |
|
|
Other equity interests |
|
|
Short and long-term financial assets |
|
| Tax
assets (current and deferred) |
|
|
Assets held for sale |
|
|
TOTAL ASSETS |
|
|
Segment liabilities |
1,409.2 |
|
Borrowings |
|
|
Lease liabilities |
|
| Tax
liabilities (current and deferred) |
|
|
Liabilities linked to assets held for sale |
|
|
Equity and minority interests |
|
|
TOTAL LIABILITIES |
|
|
Capital expenditure |
270.3 |
|
Depreciation of property, plant and equipment |
(189.7) |
|
Depreciation of Right-of-use assets |
(22.0) |
|
Impairment of property, plant and equipment |
(2.8) |
|
Headcounts |
19,817 |
|
(in € million) |
Lighting |
Lifecycle Solutions |
Other |
Total |
|
TOTAL SALES |
3,096.1 |
902.7 |
199.2 |
25,208.3 |
|
Inter-segment eliminations |
(22.1) |
(9.8) |
(199.2) |
(634.6) |
|
Consolidated sales |
3,074.0 |
893.0 |
0.0 |
24,573.7 |
|
Operating income (before amortization of acquired
intangible assets) |
106.5 |
88.5 |
0.0 |
1,060.5 |
|
Amortization of intangible assets acquired in
business combinations |
|
|
|
(189.9) |
|
Operating income (after amortization of acquired
intangible assets) |
|
|
|
870.6 |
|
Other non recurring operating income |
|
|
|
1.8 |
|
Other non recurring operating expenses |
|
|
|
(444.3) |
|
Finance costs, net |
|
|
|
(326.8) |
|
Other financial income and expenses |
|
|
|
(168.4) |
|
Corporate income tax |
|
|
|
(177.0) |
|
Share of net income of associates |
|
|
|
11.4 |
| Net
income from continued activities |
|
|
|
(232.7) |
| Net
income from discontinued activities |
|
|
|
(17.7) |
| NET
INCOME (LOSS) |
|
|
|
(250.4) |
|
Segment assets |
3,064.3 |
1,317.3 |
553.6 |
26,196.4 |
| Net
property, plant and equipment |
975.2 |
134.3 |
117.0 |
5,055.8 |
|
Right-of-use assets |
64.3 |
13.5 |
154.7 |
1,183.5 |
|
Other segment assets |
2,024.8 |
1,169.6 |
282.0 |
19,957.1 |
|
Investments in associates |
|
|
|
333.9 |
|
Other equity interests |
|
|
|
128.5 |
|
Short and long-term financial assets |
|
|
|
4,573.2 |
| Tax
assets (current and deferred) |
|
|
|
986.3 |
|
Assets held for sale |
|
|
|
0.0 |
|
TOTAL ASSETS |
|
|
|
32,218.4 |
|
Segment liabilities |
1,486.3 |
229.1 |
597.3 |
13,348.8 |
|
Borrowings |
|
|
|
10,879.9 |
|
Lease liabilities |
|
|
|
1,301.0 |
| Tax
liabilities (current and deferred) |
|
|
|
449.5 |
|
Liabilities linked to assets held for sale |
|
|
|
0.0 |
|
Equity and minority interests |
|
|
|
6,239.1 |
|
TOTAL LIABILITIES |
|
|
|
32,218.4 |
|
Capital expenditure |
270.8 |
33.2 |
26.7 |
1,127.7 |
|
Depreciation of property, plant and equipment |
(178.4) |
(17.1) |
(22.8) |
(893.2) |
|
Depreciation of Right-of-use assets |
(11.3) |
(4.5) |
(22.4) |
(246.4) |
|
Impairment of property, plant and equipment |
0.0 |
0.0 |
(11.7) |
(56.1) |
|
Headcounts |
22,779 |
4,870 |
5,878 |
152,399 |
4.3 Sales by operating segment
Sales by operating segment break down as follows:
|
|
2023 |
2022 restated |
|
(in € million) |
Consolidated Sales |
% |
Consolidated Sales |
% |
|
Seating |
8,551.1 |
31 |
7,704.3 |
31 |
|
Interiors |
4,922.7 |
18 |
4,644.9 |
19 |
|
Clean Mobility |
4,832.2 |
18 |
4,735.8 |
19 |
|
Electronics |
4,138.0 |
15 |
3,521.7 |
14 |
|
Lighting |
3,745.8 |
14 |
3,074.0 |
13 |
|
Lifecycle solutions |
1,058.1 |
4 |
893.0 |
4 |
|
TOTAL |
27.247.9 |
100 |
24,573.7 |
100 |
4.4 Sales by major customer
Sales
* by major customer break down as follows:
|
|
2023 |
2022 restated |
|
(in € million) |
Consolidated Sales |
% |
Consolidated Sales |
% |
| VW
group |
3,895.8 |
14 |
3,454.4 |
14 |
|
Stellantis |
2,920.5 |
11 |
2,937.3 |
12 |
| Ford
group |
1,994.4 |
7 |
1,973.1 |
8 |
|
Renault-Nissan |
1,729.6 |
6 |
1,585.6 |
7 |
|
Daimler |
1,695.6 |
6 |
1,505.5 |
6 |
|
Global vehicle company |
1,434.1 |
5 |
1,113.3 |
5 |
|
BMW |
1,427.0 |
5 |
1,071.5 |
4 |
|
Others |
12,150.7 |
46 |
10,933.0 |
44 |
|
TOTAL |
27,247.9 |
100 |
24,573.7 |
100 |
* The presentation of sales invoiced may differ
from that of sales by end customer when products are
transferred to intermediary assembly companies.
4.5 Key figures by geographic area
Sales are broken down by destination region. Other items
are presented by the region where the companies involved
operate:
2023
|
(in € million) |
France |
Germany |
Other EMEA countries |
|
Consolidated Sales |
1,685.1 |
2,976.2 |
7,989.2 |
| Net
property, plant and equipment |
352.0 |
764.1 |
1,686.2 |
|
Right-of-use assets |
187.0 |
103.2 |
226.4 |
|
Capital expenditure |
93.9 |
127.5 |
414.6 |
|
Headcounts as of December 31 |
10,561 |
14,025 |
53,058 |
|
(in € million) |
Americas |
Asia |
Total |
|
Consolidated Sales |
7,207.2 |
7,390.1 |
27,247.9 |
| Net
property, plant and equipment |
1,124.4 |
1,008.1 |
4,934.9 |
|
Right-of-use assets |
287.8 |
141.7 |
946.1 |
|
Capital expenditure |
285.2 |
201.6 |
1,122.9 |
|
Headcounts as of December 31 |
33,121 |
42,697 |
153,462 |
2022 restated
|
(in € million) |
France |
Germany |
Other EMEA countries |
|
Consolidated Sales |
1,551.4 |
2,688.8 |
6,810.1 |
| Net
property, plant and equipment |
343.5 |
806.0 |
1,662.1 |
|
Right-of-use assets |
195.9 |
147.4 |
293.9 |
|
Capital expenditure |
78.4 |
134.5 |
381.2 |
|
Headcounts as of December 31 |
11,034 |
14,221 |
53,303 |
|
(in € million) |
Americas |
Asia |
Total |
|
Consolidated Sales |
6,822.7 |
6,700.7 |
24,573.7 |
| Net
property, plant and equipment |
1,160.5 |
1,083.8 |
5,055.8 |
|
Right-of-use assets |
391.8 |
154.6 |
1,183.5 |
|
Capital expenditure |
275.4 |
258.2 |
1,127.7 |
|
Headcounts as of December 31 |
33,297 |
40,544 |
152,399 |
Note 5 Analysis of operating expenses
5.1 Analysis of operating expenses by function
|
(in € million) |
2023 |
2022 restated |
| Cost
of sales |
(23,585.5) |
(21,442.1) |
|
Research and development costs |
(953.0) |
(896.0) |
|
Selling and administrative expenses |
(1,270.3) |
(1,175.1) |
|
TOTAL |
(25,808.8) |
(23,513.2) |
5.2 Analysis of operating expenses by nature
|
(in € million) |
2023 |
2022 restated |
|
Purchases consumed |
(16,560.3) |
(14,885.3) |
|
External costs |
(3,069.3) |
(2,711.3) |
|
Personnel costs |
(5,785.8) |
(5,293.3) |
|
Taxes other than on income |
(54.9) |
(62.2) |
|
Other income and expenses |
1,428.6 |
1,212.4 |
|
Depreciation, amortization and provisions for
impairment in value of non-current assets |
(1,888.4) |
(1,846.8) |
|
Charges to and reversals of provisions |
121.3 |
73.3 |
|
TOTAL |
(25,808.8) |
(23,513.2) |
5.3 Personnel costs
|
(in € million) |
2023 |
2022 restated |
|
Wages and salaries
* |
(4,616.8) |
(4,198.2) |
|
Payroll taxes |
(1,169.0) |
(1,095.1) |
|
TOTAL |
(5,785.8) |
(5,293.3) |
|
* Of which temporary employee costs.
|
(418.3) |
(358.7) |
Details of expenses relating to the Group's free shares
plans and pension costs are provided in Notes 22.2 and 25,
respectively.
5.4 Research and development costs
|
(in € million) |
2023 |
2022 restated |
|
Research and development costs, gross |
(2,197.5) |
(2,067.5) |
|
Allowance/reversal of depreciation of assets in
development |
(25.4) |
0.6 |
|
Capitalized development costs |
1,269.9 |
1,170.8 |
| of
which in inventory |
223.8 |
216.7 |
| of
which in intangible assets |
1,046.1 |
954.1 |
|
TOTAL |
(953.0) |
(896.0) |
Development costs are usually capitalized in intangible
assets as they are considered as set up costs for the
serial parts production, and then amortized to match the
quantities of parts delivered to the customer, over a
period not exceeding five years except under exceptional
circumstances. For some specific contracts where the
developments works are a separate performance obligation
under IFRS 15 the corresponding costs comply with the
definition of work in progress and are capitalized in
inventory. These inventories are then expensed (cost of
sales) when the corresponding revenue is recognized.
The development costs recognized in the cost of soles
(stock decrease and R&D assets depreciation) amount to
€924.4 million as of December 31,2023, vs €877.8
million as of December 31, 2022 restated.
5.5 Depreciation, amortization and provisions for
impairment in value of non-current assets
|
(in € million) |
2023 |
2022 restated |
|
Amortization of capitalized development costs |
(691.8) |
(674.5) |
|
Provisions for impairment of capitalized development
costs |
(20.6) |
(10.0) |
|
Amortization of other intangible assets |
(43.4) |
(39.5) |
|
Depreciation of specific tooling |
(10.0) |
(10.1) |
|
Depreciation and impairment of other property, plant
and equipment |
(875.1) |
(866.3) |
|
Depreciation of Right-of-use assets |
(247.5) |
(246.4) |
|
TOTAL |
(1,888.4) |
(1,846.8) |
This table does not include allowances and reversals of
provision for non-recurring items.
Note 6 Other non-recurring operating income and
expenses
Other non-recurring operating income and expenses are
analyzed as follows:
OTHER NON-RECURRING OPERATING INCOME
|
(in € million) |
2023 |
2022 restated |
|
Release of provision for impairment of assets |
2.4 |
0.0 |
| Gain
on disposals of assets |
2.4 |
1.5 |
|
Others |
3.0 |
0.3 |
|
TOTAL |
7.8 |
1.8 |
OTHER NON-RECURRING OPERATING EXPENSES
|
(in € million) |
2023 |
2022 restated |
|
Other provisions for impairment of assets |
(0.6) |
0.0 |
|
Reorganization expenses
(1)(3) |
(170.8) |
(349.2) |
|
Impairment of goodwill |
0.0 |
0.0 |
|
Losses on disposal of assets |
0.0 |
0.0 |
|
Others
(2)(3) |
(17.8) |
(95.1) |
|
TOTAL |
(189.2) |
(444.3) |
(1) As of December 31, 2023, this item includes
restructuring costs in the amount of €(171.5) million
and reversal of provisions for impairment in value of
assets in the amount of €0.7 million versus
€(205.1) million and €(144.1) million as of
December 31, 2022 restated.
(2) Of which €(43.0) million of costs
linked to the acquisition and integration of HELLA as of
December 31, 2022.
(3) Russia : €28.9 million of reversal of
provision linked to the reduction of Russia activities of
which €25.1 million of reversal of provision for
reorganization and €3.8 million of income in others as
of December 31, 2023 versus €(130.3) million as of
December 31, 2022 of which €(103.9) million of
reorganization expenses and €(26.4) million of others.
RESTRUCTURING
Reorganization costs (€170.8 million) include
redundancy and site relocation payments for 2,796
people.
Note 7 Finance costs and Other financial income and
expenses
7.1 Finance costs
|
(in € million) |
2023 |
2022 restated |
|
Finance costs |
(527.4) |
(325.1) |
|
Finance costs on leases |
(58.8) |
(52.0) |
|
TOTAL |
(586.2) |
(377.1) |
7.2 Other financial income and expenses
|
(in € million) |
2023 |
2022 restated |
|
Impact of discounting pension benefit
obligations |
(22.4) |
(11.2) |
|
Changes in the ineffective portion of currency
hedges |
0.1 |
(0.3) |
|
Changes in fair value of currency hedged relating to
debt |
0.2 |
(1.1) |
|
Foreign exchange gains and losses on borrowings |
(43.6) |
(34.0) |
|
Hyperinflation impact (Argentina-Turkiye) |
(31.5) |
(29.8) |
|
Others
(1) (3) |
133.8 |
(92.0)
(2) |
|
TOTAL |
36.6 |
(168.4) |
(I) This item includes amortization of costs
related to long-term debts and commissions for non-use of
the credit facility.
(2) Of which €(34.3) million in 2022 of
financial costs linked to the acquisition of HELLA.
(3) Of which €158.0 million of gain on sale
(mainly shares of Symbio and CVI activity - cf. note 2.2)
and €( 13.6) million for the variance of the fair
value of the off-site VPPA contracts in 2023 - cf. Note 26.
Note 8 Income 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 at 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, based on the Group's strategic plan.
Deferred tax liabilities are accounted for every taxable
temporary differences in relation with investment in
subsidiaries, joint ventures and associates unless the
Group has the capacity to control the timing of the
reversal of temporary differences and if it is probable
that they will not be reversed in a predictable future.
In compliance with IFRIC 23, accruals for risk on income
tax are part of the income tax within the statement of
comprehensive income and of income tax payables within the
balance sheet (Note 28).
Corporate income tax can be analyzed as follows:
|
(in € million) |
2023 |
2022 restated |
|
Current taxes |
|
|
|
• Current corporate income tax |
(414.0) |
(354.5) |
|
Deferred taxes |
|
|
|
• Deferred taxes for the period |
181.6 |
177.5 |
|
TOTAL |
(232.4) |
(177.0) |
8.1 Analysis of the tax charge
Corporate income tax can be analyzed as follows:
|
(in € million) |
2023 |
2022 restated |
|
Pre-tax income of consolidated companies |
605.6 |
(67.1) |
|
Theoritical Tax (25.83%) |
(156.4) |
17.3 |
|
Effect of rate changes on deferred taxes recognized
on the balance sheet |
0.9 |
(1.0) |
|
Effect of local rate differences
* |
61.0 |
44.6 |
| Tax
credits |
3.4 |
6.4 |
|
Change in unrecognized deferred tax |
(169.9) |
(173.5) |
|
Permanent differences & others
** |
28.6 |
(70.8) |
|
Corporate tax recognized |
(232.4) |
(177.0) |
* The impact of local rate differences mainly
relates to Chinese and German entities.
** Mainly due to withholding tax in 2022.
8.2 Analysis of tax assets and liabilities
|
(in € million) |
2023 |
2022 |
|
Current taxes |
|
|
|
• Assets |
389.9 |
295.8 |
|
• Liabilities |
(168.8) |
(167.2) |
|
Total |
221.1 |
128.6 |
|
Deferred taxes |
|
|
|
• Assets
* |
852.9 |
690.5 |
|
• Liabilities |
(327.8) |
(390.4) |
|
Total |
525.1 |
300.1 |
| * Of
which tax assets on tax losses. |
174.5 |
221.9 |
The Group considers the recovery of the deferred tax net
balance as at December 31, 2023, i.e. €525.1 million,
as probable.
Changes in deferred taxes recorded on the balance sheet
break down as follows:
|
(in € million) |
2023 |
2022 |
|
Amount as at the beginning of the year |
300.1 |
496.5 |
|
Deferred taxes carried to net income for the
period |
181.6 |
181.4 |
|
• Deferred taxes recognized directly in equity
* |
14.3 |
(75.4) |
|
• Effect of currency fluctuations and other
movements |
(3.0) |
(14.9) |
|
• Effect of scope variations |
32.2 |
(287.5) |
|
Amount at the end of the year |
525.1 |
300.1 |
* Mainly related to actuarial gains and losses
directly recognized in equity.
8.3 Deferred tax assets and liabilities by
nature
|
(in € million) |
2023 |
2022 |
| Tax
asset carryforwards |
174.5 |
221.9 |
|
Intangible assets |
(499.4) |
(631.9) |
|
Other tangible assets and long term assets |
73.4 |
20.4 |
|
Pensions |
120.6 |
103.0 |
|
Other reserves |
48.2 |
38.1 |
|
Stocks |
246.7 |
229.4 |
|
Other working capital |
361.2 |
319.2 |
|
TOTAL |
525.1 |
300.1 |
| of
which deferred fax assets |
852.9 |
690.5 |
| of
which deferred tax liabilities |
(327.8) |
(390.4) |
The variation of the net deferred tax on intangible
assets includes the deferred tax effect of the amortization
of intangible assets acquired in business combinations.
8.4 Impairment of tax asset carryforwards
The ageing of impaired tax asset carryforward is
detailed as follows:
|
(in € million) |
2023 |
2022 |
|
N+1 |
12.9 |
13.5 |
|
N+2 |
9.4 |
17.0 |
|
N+3 |
18.6 |
10.8 |
|
N+4 |
13.8 |
14.1 |
| N+5
and above |
177.7 |
157.3 |
|
Unlimited |
600.1 |
523.5 |
|
TOTAL |
832.4 |
736.2 |
These impaired deferred income tax assets on loss carry
forwards are mainly located in France.
Note 9 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).
|
|
2023 |
2022 |
|
Number of shares outstanding at year-end
(1) |
197,089,340 |
197,089,340 |
|
Adjustments: |
|
|
|
• treasury stock |
(5,091) |
(84,171) |
|
• weighted impact of share issue prorated |
0 |
(23,332,976) |
|
Weighted average number of shares before
dilution |
197,084,249 |
173,672,193 |
|
Weighted impact of dilutive instruments: |
|
|
|
• free shares attributed |
521,273 |
81,117 |
|
• bonds with conversion option |
0 |
0 |
|
Weighted average number of shares after dilution |
197,605,522 |
173,753,310 |
(1) Changes in the number of shares outstanding
as of December 31, 2023, are analyzed as follows:
| As
of December 31, 2022: Number of FORVIA shares
outstanding |
197,089,340 |
|
change of number of shares |
0 |
| As
of December 31, 2023: Number of FORVIA shares
outstanding |
197,089,340 |
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.
The potentially dilutive impact of free shares is taken
into account considering the number of shares to be
distributed for the plans of which the realization of the
performance conditions has already been stated by the
Board.
Earnings per share
Earnings per share break down as follows:
|
|
2023 |
2022 restated |
| Net
Income (loss) (in € million) |
222.2 |
(381.8) |
|
Basic earnings (loss) per share |
1.13 |
(2.20) |
|
After dilution |
1.12 |
(2.20) |
| Net
Income (loss) from continued operations (in €
million) |
227.6 |
(364.1) |
|
Basic earnings (loss) per share |
1.15 |
(2.10) |
|
After dilution |
1.15 |
(2.10) |
| Net
Income (loss) from discontinued operations (in €
million) |
(5.4) |
(17.7) |
|
Basic earnings (loss) per share |
(0.03) |
(0.10) |
|
After dilution |
(0.03) |
(0.10) |
Note 10 Goodwill
In case of a business combination, the aggregate value
of the acquisition is allocated to the identifiable assets
acquired and liabilities assumed 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
IAS 36, goodwill is not amortized but is tested for
impairment at least once a year 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
level within the operating segment at which goodwill is
monitored for internal management purposes. The Group has
identified the following CGUs:
| • |
Seating;
|
| • |
Interiors;
|
| • |
Clean Mobility;
|
| • |
Electronics;
|
| • |
Lighting;
|
| • |
Lifecycle Solutions.
|
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.
|
(in € million) |
Gross |
Impairment |
Net |
|
Amount as of January 1, 2022 |
2,896.7 |
(660.5) |
2,236.2 |
|
Acquisitions |
3,014.0 |
0.0 |
3,014.0 |
|
Provision for impairment |
0.0 |
0.0 |
0.0 |
|
Scope variations |
0.0 |
0.0 |
0.0 |
|
Translation adjustments and other |
10.2 |
(0.1) |
10.1 |
|
Amount as of December 31, 2022 |
5,920.9 |
(660.6) |
5,260.3 |
|
Acquisitions |
0.0 |
0.0 |
0.0 |
|
Provision for impairment |
0.0 |
0.0 |
0.0 |
|
Scope variations |
(123.2) |
0.0 |
(123.2) |
|
Translation adjustments and other |
(7.7) |
0.2 |
(7.5) |
|
Amount as of December 31, 2023 |
5,790.1 |
(660.4) |
5,129.6 |
Breakdown of the net amount of goodwill by operating
segment:
|
(in € million) |
2023 |
2022 |
|
Seating |
1,141.8 |
1,141.8 |
|
Interiors |
761.7 |
889.0 |
|
Clean Mobility |
691.6 |
694.9 |
|
Electronics |
1,661.5 |
1,661.5 |
|
Lighting |
291.1 |
291.1 |
|
Lifecycle solutions |
581.9 |
581.9 |
|
TOTAL |
5,129.6 |
5,260.3 |
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.
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 then recorded for losses
to completion on loss-making contracts in compliance with
IAS 37.
In case of a 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 various manufacturing flows, optimization of
capacity utilization, and centralization of research and
development activities.
Manufacturing assets whose closure is planned are tested
independently for impairment.
Within the frame of the impairment tests of goodwill and
group of CGUs, the cash flow forecasts used to calculate
value in use were based on the Group's 2024-2028 forecasts
which were drafted in the second semester of 2023. The
volume assumptions used in the strategic plan are based on
worldwide automotive market assumptions of 88 million of
cars in 2024, 88 million in 2025 and 93 million in 2028,
based themselves on external information sources. The
impacts of group commitment on carbon neutrality as well as
the consequences of governmental policies linked to the
global warming are as well part of the assumptions used for
these forecasts.
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 2028 remains above 8% of sales for the Group
as a whole.
Projected cash flows for the last year (2028) 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 the 2023 test was 1.4%
(1.4% applied at the end of 2022), except for Electronics
for which 2% has been considered given the specific
development of this segment (2% applied at the end of
2022).
FORVIA called on an independent expert to update the
weighted average cost of capital used to discount future
cash flows. The market parameters used in the expert's
calculation are based on a sample of companies operating in
the automotive supplier sector. Taking into account these
parameters and a market risk premium of 6.5% on average,
the weighted cost of capital used to discount future cash
flows was set at 10.6% (on the basis of a range of values
provided by the independent expert) in 2023 (10.5% in
2022). This rate was applied for the impairment tests
carried out on all of the groups of CGUs, as 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 as of December 31,2023 did not show
any indication of impairment in goodwill.
The table below shows the sensitivity of the impairment
test results to changes in the assumptions used as of
December 31, 2023 to determine the value in use of the CGUs
groups to which the Group's goodwill is allocated:
|
Sensitivity (in € million) |
Test income (value in use - net carrying value) |
Cash flow discount rate + 0.5 pt |
Growth rate to infinity - 0.5 pt |
Operating margin rate for terminal value - 0.5
pt |
Combination of the 3 factors |
|
Seating |
2,151 |
1,887 |
1,953 |
1,896 |
1,488 |
|
Interiors |
1,176 |
971 |
1,018 |
1,013 |
687 |
|
Clean Mobility |
1,675 |
1,533 |
1,571 |
1,557 |
1,336 |
|
Electronics |
48 |
(258) |
(194) |
(186) |
(671) |
|
Lighting |
122 |
2 |
32 |
(2) |
(188) |
|
Lifecycle solutions |
216 |
143 |
161 |
179 |
63 |
Note 11 Intangible assets
A. Research and development expenditure
The FORVIA group incurs certain development costs in
connection with producing and delivering modules for
specific customer orders which are considered as set up
costs for the serial parts production and capitalized. In
accordance with IAS 38, these development costs are
recorded as an intangible asset where the Company concerned
can demonstrate:
| • |
its intention to complete the
project as well as the availability of adequate
technical and financial resources to do so;
|
| • |
how the customer contract will
generate probable future economic benefits and the
Company's ability to measure these reliably;
|
| • |
its ability to reliably measure
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 five years except under exceptional
circumstances.
Research costs, and development costs that do not meet
the above criteria, are expensed as incurred.
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 three years - as well as patents and
licenses.
It also includes the intangible assets acquired in
business combinations (customer relationship, trademarks,
technologies...); these assets are amortized on the
corresponding contracts duration, i.e. between 5 and 20
years for trademarks, between 6 and 16 years for customer
relationship and between 6 and 12 years for
technologies.
Intangible assets break down as follows:
|
(in € million) |
Development costs |
Software and other |
Intangible assets acquired |
Total |
|
AMOUNT AS OF JANUARY 1,2022 |
2,268.4 |
66.2 |
465.8 |
2,800.4 |
|
Additions |
969.1 |
18.7 |
0.0 |
987.8 |
|
Depreciation and amortization |
(680.0) |
(40.7) |
(218.6) |
(939.3) |
|
Funding of provisions |
(45.4) |
(0.5) |
0.0 |
(45.9) |
|
Scope variations |
483,9 |
25,9 |
1,270.0 |
1,779.7 |
|
Translation adjustments and other |
2,6 |
19,7 |
(15,0) |
7,3 |
|
AMOUNT AS OF DECEMBER 31, 2022 |
2,998.6 |
89.3 |
1,502.1 |
4,590.1 |
|
Additions |
1,060.8 |
14.4 |
0.0 |
1,075.2 |
|
Depreciation and amortization |
(691,8) |
(38.1) |
(193.2) |
(923,1) |
|
Funding of provisions |
(52,3) |
(4.0) |
0.0 |
(56,4) |
|
Scope variations |
(21.6) |
(2.5) |
(146.1) |
(170.2) |
|
Translation adjustments and other |
(139,7) |
15.4 |
(16.5) |
(140.8) |
|
AMOUNT AS OF DECEMBER 31, 2023 |
3,154.0 |
74.5 |
1,146.4 |
4,374.8 |
The book value 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 FORVIA's Business Plans are the best
estimates by the Group's Marketing department based on
automakers' forecasts when available.
Note 12A 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 IAS 23,
borrowing costs on qualifying assets arising subsequent to
January 1, 2009 are included in the cost of the assets
concerned. The amount is not significant for the
period.
Property, plant and equipment are depreciated by the
straight-line method over the estimated useful lives of the
assets, as follows:
|
Buildings |
20
to 30 years |
|
Leasehold improvements, fixtures and fittings
* |
10
to 20 years |
|
Machinery, tooling and furniture |
3 to
10 years |
* For leased buildings, leasehold improvements
are depreciated over the same duration than the
corresponding Right-of-Use asset.
Investment grants are recorded as a deduction from the
assets that they were used to finance.
|
(in € million) |
Land |
Buildings |
|
AMOUNT AS OF JANUARY 1, 2022 |
97.5 |
372.5 |
|
Additions (including own work capital) |
0.0 |
14.1 |
|
Disposals |
(3.4) |
(55.0) |
|
Depreciation |
(0.2) |
(77.4) |
|
Non-recurring impairment losses |
(0.0) |
(17.7) |
|
Depreciation written off on disposals |
1.2 |
55.2 |
|
Scope variations |
0.2 |
562.2 |
|
Translation adjustments and other |
2.2 |
69.5 |
|
AMOUNT AS OF DECEMBER 31, 2022 |
97.4 |
923.4 |
|
Additions (including own work capital) |
0.6 |
18.1 |
|
Disposals |
(1.7) |
(40.5) |
|
Funding of depreciation, amortization and impairment
provisions |
(1.5) |
(78.4) |
|
Non-recurring impairment losses |
0.5 |
3.5 |
|
Depreciation written off on disposals |
0.6 |
39.1 |
|
Scope variations |
(3.1) |
(10.3) |
|
Translation adjustments and other |
120.1 |
(78.9) |
|
AMOUNT AS OF DECEMBER 31, 2023 |
213.0 |
776.1 |
|
(in € million) |
Plant, tooling and equipment |
Specific tooling |
Other property, plant and equipment and property,
plant and equipment in progress |
Total |
|
AMOUNT AS OF JANUARY 1, 2022 |
1,731.5 |
24.5 |
576.4 |
2,802.4 |
|
Additions (including own work capital) |
193.2 |
6.4 |
952.9 |
1,166.7 |
|
Disposals |
(260.6) |
(36.5) |
(34.3) |
(389.7) |
|
Depreciation |
(718.5) |
(10.1) |
(112.5) |
(918.8) |
|
Non-recurring impairment losses |
(27.8) |
(0.0) |
(10.6) |
(56.1) |
|
Depreciation written off on disposals |
240.9 |
36.5 |
34.7 |
368.6 |
|
Scope variations |
999.2 |
(0.0) |
504.3 |
2,065.8 |
|
Translation adjustments and other |
626.2 |
0.0 |
(681.0) |
16.9 |
|
AMOUNT AS OF DECEMBER 31, 2022 |
2,784.3 |
20.9 |
1,229.8 |
5,055.8 |
|
Additions (including own work capital) |
177.5 |
6.3 |
920.8 |
1,123.2 |
|
Disposals |
(274.3) |
(2.8) |
(35.9) |
(355.3) |
|
Funding of depreciation, amortization and impairment
provisions |
(708.9) |
(10.0) |
(90.3) |
(889.1) |
|
Non-recurring impairment losses |
(22.4) |
0.0 |
(0.2) |
(18.5) |
|
Depreciation written off on disposals |
220.1 |
2.8 |
33.3 |
295.9 |
|
Scope variations |
(86.3) |
(0.0) |
(50.3) |
(150.0) |
|
Translation adjustments and other |
662.8 |
0.0 |
(831.1) |
(127.0) |
|
AMOUNT AS OF DECEMBER 31, 2023 |
2,752.7 |
17.2 |
1,176.0 |
4,934.9 |
|
|
2023 |
2022 |
|
(in € million) |
Gross |
Depreciation |
Net |
Gross |
Net |
|
Land |
255.0 |
(42.0) |
213.0 |
105.3 |
97.4 |
|
Buildings |
1,988.7 |
(1,212.6) |
776.1 |
2,163.9 |
923.4 |
|
Plant, tooling and technical equipment |
9,866.6 |
(7,114.0) |
2,752.7 |
9,773.5 |
2,784.3 |
|
Specific tooling |
95.7 |
(78.5) |
17.2 |
93.3 |
20.9 |
|
Other property, plant and equipment & property,
plant and equipment in progress |
2,070.4 |
(894.4) |
1,176.0 |
2,132.2 |
1,229.8 |
|
TOTAL |
14,276.3 |
(9,341.4) |
4,934.9 |
14,268.2 |
5,055.8 |
Property, plant and equipment are often dedicated to
client programs.
Note 12B Right-of-use assets
Lease contracts are accounted for in the balance sheet,
through an asset (representing the right to use the leased
asset along the contract duration) and a liability
(representing the lease future payments obligation),
considering the main following principles:
| • |
exemption of contracts with a
duration less than 12 months or which value is below
€5,000 (corresponding lease payments are still
expensed along the contract lifetime);
|
| • |
the duration of a contract is
equal to its non cancellable duration, except if the
Group is reasonably certain to exercise the renewal
or cancellation options contractually agreed;
|
| • |
as long as the contract implicit
rate can't be easily determined, the discount rate
used is the marginal borrowing rate corresponding to
the duration of the lease contract, determined based
on the lessee and duration concerned;
|
| • |
as of the effective date (date at
which the leased asset is made available by the
lessor), lease contracts as defined per IFRS 16
"Leases" are accounted for:
| • |
as fixed assets (right
of use) for the amount of the lease
liability, increased by advanced payments
made to lessor, initial costs incurred, as
well as estimated dismantling or
refurbishment costs that would be paid by
FORVIA based on contractual terms if needed,
and
|
| • |
as lease liability for
the amount of discounted lease payment over
the contract duration as defined above, using
the discount rate defined above.
|
| • |
these right of use are
depreciated on a linear basis, on the
contract duration or by exception on the
utility duration, if this one is shorter or
if the contract transfers to the lessee the
asset property or if a purchase option exists
which is reasonably certain to be exercised
by FORVIA,
|
| • |
cash flows related to
the sale and lease back operations are
included in the cash flows provided by
investing activities.
|
|
|
(in € million) |
Land |
Buildings |
Plant and equipment |
Others |
Total |
|
AMOUNT AS OF JANUARY 1, 2022 |
0.3 |
799.0 |
78.2 |
73.5 |
950.9 |
| New
contracts |
0.0 |
256.0 |
20.4 |
55.6 |
332.0 |
|
Depreciation |
0.0 |
(191.3) |
(26.2) |
(46.7) |
(264.2) |
|
Funding of impairment provisions |
0.0 |
(5.5) |
0.0 |
(0.4) |
(5.9) |
|
Scope variations |
0.0 |
117.6 |
2.2 |
8.5 |
128.3 |
|
Translation adjustments and other |
0.0 |
45.0 |
(2.2) |
(0.4) |
42.3 |
|
AMOUNT AS OF DECEMBER 31, 2022 |
0.3 |
1,020.7 |
72.4 |
90.2 |
1,183.5 |
| New
contracts |
0.0 |
88.2 |
13.8 |
58.0 |
160.0 |
|
Depreciation |
0.0 |
(175.4) |
(25.1) |
(47.0) |
(247.5) |
|
Funding of impairment provisions |
0.0 |
(1.6) |
(0.2) |
(0.6) |
(2.4) |
|
Scope variations |
0.0 |
(91.1) |
(2.0) |
(8.6) |
(101.7) |
|
Translation adjustments and other |
0.0 |
(39.1) |
0.1 |
(6.8) |
(45.8) |
|
AMOUNT AS OF DECEMBER 31, 2023 |
0.3 |
801.7 |
59.0 |
85.1 |
946.1 |
Variable lease contracts: contracts corresponding to the
qualification of lease contracts, for which all payments
are variable payments, leading to no recognition of
right-of-use assets and financial debt, have been signed
for the lease of solar panel producing electricity (on site
PPA) in plants of the Group. As at December 31, 2023, 43
contracts were effectively signed, mainly for a duration of
20 years, out of which 5 were already in operation.
Note 13 Investments in associates
Investment in associates for continued operations:
As of December 31, 2023
|
(in € million) |
%
interest |
Group share of equity
* |
Dividends received by the Group |
Group share of sales |
Group share of total assets |
|
Changchun HELLA Faway Automotive Lighting Co. |
40% |
46.0 |
0.0 |
71.6 |
86.9 |
|
HELLA MINTH Jiaxing Automotive Parts Co. |
41% |
29.4 |
0.0 |
11.2 |
34.7 |
|
Behr-HELLA Thermocontrol GmbH |
41% |
57.5 |
0.0 |
256.1 |
202.5 |
|
Faurecia-NHK Co., Ltd |
50% |
0.0 |
0.0 |
227.9 |
57.0 |
|
TEKNIK MALZEME Ticaret Ve Sanayi A.S |
50% |
0.0 |
0.0 |
19.2 |
18.1 |
|
SYMBIO |
33% |
0.0 |
0.0 |
6.8 |
200.3 |
|
Total Network Manufacturing LLC |
49% |
0.9 |
0.0 |
149.1 |
46.5 |
|
Others |
|
174.1 |
(19.7) |
920.3 |
489.9 |
|
TOTAL |
|
307.8 |
(19.7) |
1,662.2 |
1,135.9 |
* As the Group share of some company's net
equity is negative, it is recorded under liabilities as a
provision for contingencies and charges.
There is no joint operation in the sense of IFRS 11
within the companies consolidated by equity method.
Change in investments in associates
|
(in € million) |
2023 |
2022 |
|
Group share of equity at beginning of period |
333.9 |
150.8 |
|
Dividends |
(19.7) |
(22.1) |
|
Share of net income of associates |
(2.2) |
11.4 |
|
Change in scope of consolidation |
5.5 |
197.8 |
|
Capital increase |
(0.4) |
2.8 |
|
Currency translation adjustments |
(9.3) |
(6.8) |
|
Group share of equity at end of period |
307.8 |
333.9 |
Note 14 Other equity interests
Equity interests correspond to the Group's interests in
the capital of non-consolidated companies. They are subject
to impairment testing based on the most appropriate
financial analysis criteria. An impairment loss is
recognized when appropriate. The criteria generally applied
are the Group's equity in the underlying net assets and the
earnings outlook of the company concerned.
|
|
|
2023 |
2022 |
|
(in € million) |
%
of share capital |
Gross |
Net |
Net |
|
Changchun Xuyang Industrial Group |
18.8 |
12.3 |
12.3 |
13.2 |
|
TactoTek Oy |
9.0 |
6.6 |
4.6 |
6.6 |
|
Guardknox Cyber Technologies Ltd |
7.0 |
5.4 |
5.4 |
5.4 |
|
Canatu Oy |
8.0 |
7.0 |
7.0 |
7.0 |
| SL
Corporation |
1.6 |
0.0 |
0.0 |
13.4 |
|
HELLA Fast Forward Shanghai Co. Ltd |
100.0 |
9.8 |
9.8 |
9.0 |
|
Light Field Lab |
4.3 |
9.0 |
9.0 |
9.3 |
|
Other |
|
90.9 |
68.4 |
64.7 |
|
TOTAL |
|
141.0 |
116.4 |
128.5 |
Note 15 Other non-current financial assets
Loans and other financial assets are initially 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.
|
|
2023 |
2022 |
|
(in € million) |
Gross |
Provisions |
Net |
Net |
|
Loans to companies consolidated by equity method and
non-consolidated companies |
110.1 |
(7.1) |
102.9 |
88.7 |
|
Other loans |
18.7 |
(5.5) |
13.2 |
11.9 |
|
Derivatives |
17.1 |
0.0 |
17.1 |
23.1 |
|
Others |
27.0 |
(3.7) |
23.3 |
34.4 |
|
TOTAL |
172.9 |
(16.3) |
156.5 |
158.1 |
Note 16 Other non-current assets
This item includes:
|
(in € million) |
2023 |
2022 |
|
Pension plan surpluses |
31.0 |
21.5 |
|
Guarantee deposits and other |
123.7 |
165.6 |
|
TOTAL |
154.7 |
187.1 |
Note 17 Inventories and work-in-progress
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-in-progress, 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 specific tooling
produced or purchased specifically for the purpose of
manufacturing parts or modules for customer orders and
which are sold to the customer, i.e. for which the control
is transferred to the customer, usually shortly before
serial production starts, and specific development work
which is sold to customers and corresponding to the
definition of work in progress when the contract enables to
consider that these developments are a specific performance
obligation under IFRS 15. These costs are expensed (cost of
sales) over the period in which the corresponding revenue
is recognized, i.e. at transfer of control of these
development works to the customer.
Inventories of products for which the Group is
considered as agent are presented as contract assets and
not in inventories.
Provisions are booked for inventories for which the
probable realizable value is lower than cost and for slow
moving items.
|
|
2023 |
2022 |
|
(in € million) |
Gross |
Depreciations |
Net |
Net |
| Raw
materials and supplies |
1,407.0 |
(184.2) |
1,222.8 |
1,284.5 |
|
Engineering, tooling and prototypes |
926.9 |
(21.1) |
905.8 |
825.5 |
| Work
in progress for production |
110.1 |
(4.2) |
105.9 |
106.4 |
|
Semi-finished and finished products |
807.3 |
(138.1) |
669.2 |
707.8 |
|
TOTAL |
3,251.3 |
(347.6) |
2,903.7 |
2,924.2 |
Note 18 Trade accounts receivables
Under trade receivables sale programs, the Group can
sell a portion of the receivables of a number of its
French, German, North America and other 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 December 31, 2023, for which
substantially all the risks and rewards have been
transferred, and which have therefore been derecognized, as
well as the financing under these programs:
|
(in € million) |
2023 |
2022 |
|
Financing |
1,321.2 |
1,304.2 |
|
Guarantee reserve deducted from borrowings |
(29.7) |
(29.3) |
| Cash
received as consideration for receivables sold |
1,291.6 |
1,274.9 |
|
Receivables sold and derecognized |
(1,291.6) |
(1,274.9) |
Individually impaired trade receivables are as
follows:
|
(in € million) |
2023 |
2022 |
|
Gross total trade receivables |
4,164.0 |
5,115.8 |
|
Provision for impairment of receivables |
(31.1) |
(49.9) |
|
TOTAL |
4,132.9 |
5,065.9 |
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 December 31, 2023 were €213.4
million, breaking down as follows:
| • |
€84.3 million less than one
month past due;
|
| • |
€36.2 million between one
and two months past due;
|
| • |
€17.9 million between two
and three months past due;
|
| • |
€27.1 million between three
and six months past due;
|
| • |
€47.9 million more than six
months past due.
|
Note 19 Other operating receivables
Note 20 Other receivables
|
(in € million) |
2023 |
2022 |
|
Short-term portion of loans |
64.9 |
25.2 |
|
Prepaid expenses |
785.1 |
884.9 |
|
Current taxes |
389.9 |
295.8 |
|
Other sundry receivables |
209.3 |
219.8 |
|
TOTAL |
1,449.2 |
1,425.7 |
In 2023, the receivables on France Credit d'Impot
Recherche (CIR) have been sold for an amount of €43.7
million vs €41.9 million in 2022.
Note 21 Cash and cash equivalents
Cash and cash equivalents include current account
balances in the amount of €3,130.6 million (compared
to €3,747.5 million in 2022) and short-term
investments in the amount of €1,143.3 million
(compared to €453.6 million in 2022), for a total of
€4,273.9 million as of December 31, 2023
(€4,201.1 million as of December 31, 2022).
These components include cash at bank, current account
balances, marketable securities such as money market and
short-term money market funds, deposit and very short-term
risk-free securities that are readily sold or converted
into cash. Cash equivalents are investments held for the
purpose of meeting short term cash commitments and are
subject to an insignificant risk of change in value.
They are measured at fair value and variances are booked
through P&L.
Note 22 Shareholders' equity
22.1 Capital
As of December 31, 2023, FORVIA capital stock totaled
€1,379,625,380 divided into 197,089,340 fully paid-up
shares with a par value of €7 each.
The Group's capital is not subject to any external
restrictions. Double voting rights are granted to all
shares for which a nominative registration can be
confirmed, for at least two years in the name of the same
shareholder.
22.2 Share-based payment
FREE SHARE GRANT
In 2010, FORVIA implemented a share grant plan for
executives of Group companies. These shares are subject to
service and performance conditions.
In 2021, FORVIA has implemented a unique long term share
grant plan (Executive Super Performance Initiative-ESPI)
for the members of the Group Executive Committee,
executives of Group companies. The acquisition period is
five years without conservation condition, and the maximum
amount is limited to 300% of the yearly fixed wages. These
shares are subject to a service and a performance
condition, the Total Shareholder Return - TSR, compared to
a peer group.
Free shares are measured at fair value by reference to
the market price of FORVIA's 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. For the ESPI plan, the fair value of the
shares includes also an assumption for the achievement of
the external performance condition which is frozen at grant
date. The fair value is recognized in payroll costs on a
straight-line basis over the vesting period, with a
corresponding adjustment to equity.
Details of the share grant plans as of December 31, 2023
are set out in the table below:
|
Date of Annual |
|
Maximum number of free shares that can be
granted
* for: |
|
|
Shareholders' Meeting |
Date of Board meeting |
reaching the objective |
exceeding the objective |
Performance condition |
|
|
|
|
|
|
|
05/31/2021 |
10/25/2021 |
862,293 |
1,121,703 |
2023
after tax income target as stated in strategic plan
when granted adjusted following the board decision of
July 26th, 2023, FORVIA earning per share growth
compared to a reference group of companies and
percentage of diversity men-women within the
management population |
|
06/01/2022 |
07/28/2022 |
1,492,710 |
1,939,880 |
For
the CEO: 2024 after tax income target as stated in
strategic plan when granted, FORVIA earning per share
growth compared to a reference group of companies and
percentage of diversity men-women within the
management population For the other beneficiaries:
2024 operating income and net cash flow target as
stated in strategic plan when granted, FORVIA earning
per share growth compared to a reference group of
companies, percentage of diversity men-women within
the management population and CO
2 emissions reduction target |
|
05/30/2023 |
07/26/2023 |
1,531,480 |
1,991,900 |
2025
operating income and net cash flow target as stated
in strategic plan when granted, FORVIA earning per
share growth compared to a reference group of
companies, percentage of diversity men-women within
the management population and CO
2 emissions reduction target |
|
05/31/2021 |
07/23/2021 |
324,883 |
324,883 |
ESPI
plan : FORVIA share relative performance (TSR)
compared to a reference group of companies on a
yearly basis; for the CEO, FORVIA share relative
performance (TSR) compared to a reference group of
companies on average over five years (2021-2026) |
|
Date of Annual |
|
Adjustments |
|
|
|
Shareholders' Meeting |
Share market value at grant date |
dividend rate |
Non-transferrability discount |
Acquisition date |
Sales date |
|
|
(in €) |
|
|
|
(from) |
|
05/31/2021 |
42.33 |
3.60% |
NA |
10/25/2025 |
10/25/2025 |
|
06/01/2022 |
16.68 |
6.00% |
NA |
07/28/2026 |
07/28/2026 |
|
05/30/2023 |
24.57 |
4.00% |
NA |
07/26/2027 |
07/26/2027 |
|
05/31/2021 |
39.57 |
3.60% |
NA |
07/23/2026 |
07/23/2026 |
* Net of free shares granted cancelled.
The shares corresponding to the plan attributed by the
Board of October 9, 2019 (72,002), has been distributed in
October 2023. The performance conditions for the plan
attributed by the Board of October 22, 2020 have been
partially met, the corresponding shares (521,273) will be
distributed in October 2024.
OTHER PLANS
Furthermore, a long-term variable remuneration
(long-term incentive, LTI) has been implemented for HELLA
Management Board before HELLA acquisition by FORVIA. This
long term incentive is paid in cash. The performance
criteria are based on the return on invested capital
(RolC), the income before tax as well as the performance of
the HELLA share (total shareholder return). The LTI base
amount is determined for the first fiscal year in the
calculation period, as a fixed percentage of the annual
fixed salary depending on the RolC; the long term variable
remuneration is based on a calculation period of five
fiscal years and payment is made once the calculation
period comprising a total of five fiscal years has come to
an end. For example, the LTI allocated for the fiscal year
2020/2021 will be paid out at the end of the fiscal year
2024. As these LTI are share-based, their value is
recognized according to IFRS 2. However, the LTI allocated
for fiscal year 2023 do not include the performance of the
HELLA share as a performance criteria and their calculation
period comprises only a total of four fiscal years.
There are currently five plans on going with the
following valuation:
|
|
|
|
|
Debt as at 12/31/23 |
|
Plan |
|
Grant date |
Vesting date |
(in € million) |
| LTI
19/20 |
(share-based) |
April 1, 2020 |
December 31, 2023 |
0.1 |
| LTI
20/21 |
(share-based) |
June
1, 2020 |
December 31, 2024 |
4.3 |
| LTI
21/22 |
(share-based) |
June
1,2021 |
December 31, 2025 |
2.4 |
| LTI
22 |
(share-based) |
June
1,2022 |
December 31, 2026 |
2.5 |
| LTI
23 |
(non
share-based) |
January 1,2023 |
December 31, 2026 |
1.0 |
The amount recognized for the period for all these plans
is an expense of €16.4 million, compared to €16.4
million in the year 2022.
22.3 Treasury stock
As of December 31, 2023, FORVIA held 5,091 treasury
stock shares.
The cost of the shares held in treasury stock as of
December 31, 2023 totaled €0.2 million, representing
an average cost of €35.13 per share.
Note 23 Minority interests
This item corresponds to minority shareholders'
interests in the equity of consolidated subsidiaries.
Changes in minority interests were as follows:
|
(in € million) |
2023 |
2022 |
|
Amount as at beginning of the period |
1,691.1 |
386.3 |
|
Increase in minority shareholder interests |
6.8 |
0.0 |
|
Other changes in scope of consolidation |
2.0 |
1,220.4 |
|
Minority interests in net income for the year |
143.4 |
131.4 |
|
Other comprehensive income |
(7.2) |
22.5 |
|
Dividends allocated to minority interests |
(142.6) |
(55.2) |
|
Currency translation adjustments |
(31.5) |
(14.3) |
|
Amount as the end of the year |
1,662.0 |
1,691.1 |
The minority interests, taken individually, are not
considered as significant in comparison to the total net
equity.
Note 24 Current provisions and contingent
liabilities
24.1 Current provisions
A provision is recorded when Group Executive Management
has decided to streamline the organization structure and
announced the program to the employees affected by it or
their representatives, when relevant.
|
(in € million) |
2023 |
2022 |
|
Restructuring |
180.7 |
200.0 |
|
Risks on contracts and customer warranties |
301.7 |
478.1 |
|
Litigation |
57.2 |
65.4 |
|
Other provisions |
63.3 |
52.0 |
|
TOTAL |
602.9 |
795.5 |
Changes in these provisions during 2023 were as
follows:
|
(in € million) |
Amount as of January 1, 2023 |
Additions |
Expenses charged |
|
Restructuring |
200.0 |
151.5 |
(156.3) |
|
Risks on contracts and customer warranties |
478.1 |
117.4 |
(223.4) |
|
Litigation |
65.4 |
5.3 |
(11.8) |
|
Other provisions |
52.0 |
5.1 |
(3.4) |
|
TOTAL |
795.5 |
279.3 |
(394.9) |
|
(in € million) |
Reversals
* |
Subtotal changes |
Change in scope of consolidation and other
changes |
Amount as of December 31, 2023 |
|
Restructuring |
0.0 |
(4.8) |
(14.4) |
180.8 |
|
Risks on contracts and customer warranties |
(20.0) |
(126.0) |
(50.4) |
301.7 |
|
Litigation |
(0.1) |
(6.6) |
(1.5) |
57.2 |
|
Other provisions |
0.0 |
1.7 |
9.7 |
63.3 |
|
TOTAL |
(20.1) |
(135.8) |
(56.6) |
602.9 |
* Surplus provisions.
24.2 Contingent liabilities
LITIGATION
There are no other claims or litigation in progress or
pending that are likely to have a material impact on the
Group's consolidated financial position.
Note 25 Non-current provisions and provisions for
pensions and other post-employment benefits
25.1 Non-current provisions
|
(in € million) |
2023 |
2022 |
|
Provisions for pensions and other employee
obligations |
630.0 |
575.2 |
|
• Pension plan benefit obligations |
411.2 |
370.7 |
|
• Post-retirement benefit obligations |
173.5 |
155.3 |
|
• Long-service awards |
37.6 |
41.0 |
|
• Healthcare costs |
7.7 |
8.2 |
|
TOTAL |
630.0 |
575.2 |
CHANGES IN NON-CURRENT PROVISIONS
|
(in € million) |
2023 |
2022 |
|
Amount as at the beginning of the period |
575.2 |
447.3 |
|
Scope variation |
(2.1) |
399.0 |
|
Other movement |
12.9 |
(16.4) |
|
Allowance (or reversal) of provision |
63.6 |
48.8 |
|
Expenses charged to the period |
(54.0) |
(54.4) |
|
Payment to external funds |
(7.7) |
(5.8) |
|
Restatement differences |
42.1 |
(243.3) |
|
Amount as at the end of the period |
630.0 |
575.2 |
25.2 Provisions for pensions and other post-employment
benefits
Group employees may receive, in addition to their
pensions in conformity with the applicable regulations in
the countries where the Group companies employing them are
located, additional benefits or post-retirement benefit
obligations. The Group offers these benefits through either
defined benefits or defined contribution plans. The
valuation and accounting methodologies followed by the
Group are the following:
| • |
for defined contribution plans,
costs are recognized as expenses based on
contributions;
|
| • |
the liability for defined
benefit plans is determined on an actuarial basis
using the projected unit credit method, according to
the agreements effective in each concerned Group
company.
|
The valuation takes into account the probability of
employees staying with the Group up to retirement age and
expected future salary levels as well as other economic
assumptions (such as the inflation rate, the discount rate)
for each concerned zone or country. It takes now also into
account the 2021 IFRS IC decision on attributing benefit to
periods of services. These assumptions are described in
Note 25.2.
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. An
excess of plan assets is only recognized in the balance
sheet when it represents future benefits effectively
available for the Group.
Periodic pension and other employee benefit costs are
recognized as operating expenses over the benefit vesting
period.
Actuarial gains and losses on defined benefits plan are
recognized in other comprehensive income.
In case of a change in regime, past service costs are
fully recognized as operating expenses, the benefits being
fully acquired or not.
The expected rate of return of defined benefits plan
assets is equal to the discount rate used to value the
obligation at the opening of the period. This return is
recorded in "Other financial income and expense".
The other long-term benefits (during employment period)
mainly cover seniority bonuses as well as long-service
awards. The obligation is valued using similar methodology,
assumptions and frequency as the ones used for
post-employment benefits.
BENEFIT OBLIGATIONS
|
(in € million) |
2023 |
2022 |
|
Present value of projected obligations |
|
|
|
Pension plan benefit obligations |
676.7 |
633.7 |
|
• Post -retirement indemnities obligations |
175.8 |
167.2 |
|
• Long-service awards |
37.6 |
41.0 |
|
• Healthcare costs |
7.7 |
8.2 |
|
TOTAL |
897.8 |
850.1 |
|
Value of plan assets: |
|
|
|
• Provisions booked in the accounts |
630.0 |
575.2 |
|
• External funds (market value)
(1) |
298.8 |
296.4 |
|
• Plan surplus
(2) |
(31.0) |
(21.5) |
|
TOTAL |
897.8 |
850.1 |
(1) External funds mainly cover pension plan
benefit obligations for €296.5 million in 2023.
(2) Pension plan surpluses are included in
"Other non-current assets".
PENSION BENEFIT OBLIGATIONS
A - Description of the plans
In France, all managerial employees with a salary in
tranche C are granted a defined benefit pension scheme, for
which the rights acquired as of December 31, 2019 have been
frozen, in order to comply with the PACTE law from May 22,
2019 . Executive Committee members who have an employment
contract with FORVIA S.E. or any of its subsidiaries also
benefit from a defined benefit pension scheme for French
members and defined contribution pension scheme for foreign
members, the rights acquired as of December 31, 2019 in the
defined benefit pension scheme for French members have also
been frozen, in order to comply with the PACTE law from May
22, 2019. The rights are reestimated based on the evolution
of the salary and respective expenses of the employees part
of the pension scheme.
Moreover, in France, following the pension reform
published on April 14, 2023, the retirement age has been
postponed by two years. The impact of this reform is not
material.
In the United States, the two remaining plans, already
closed to new participants, were combined as of January 1,
2020. The combined pension plan covers 784
participants.
In Germany, the main defined benefit pension plan still
open covers 5,192 participants. The benefit granted is
based on the number of years of service, starting after 14
years. The main defined benefit pension plan closed to new
participants covers 7,949 participants.
In Japan, the main defined benefit plan covers 699
participants. Benefits are based on years of service and
paid at the end of the contract or upon reaching the age of
60.
B - Assumptions used
The Group's obligations under these plans are determined
on an actuarial basis, using the following assumptions:
| • |
retirement age between 64 and 65
for employees in France;
|
| • |
staff turnover assumptions based
on the economic conditions specific to each country
and/or Group company;
|
| • |
mortality assumptions specific
to each country;
|
| • |
estimated future salary levels
until retirement age, based on inflation assumptions
and forecasts of individual salary increases for each
country;
|
| • |
the expected long-term return on
external funds;
|
| • |
discount and inflation rates (or
differential) based on local conditions;
|
The main actuarial assumptions used in the past two
years to measure the pension liability are as follows:
|
(in %) |
Euro zone |
United Kingdom |
USA |
Japan |
|
DISCOUNT RATE |
|
|
|
|
|
12/31/2023 |
3.40% |
4.55% |
4.59% |
1.39% |
|
12/31/2022 |
3.90% |
4.85% |
4.66% |
1.20% |
|
INFLATION RATE |
|
|
|
|
|
12/31/2023 |
2.00% |
3.10% |
N/A |
N/A |
|
12/31/2022 |
2.00% |
3.15% |
N/A |
N/A |
Nota: The discount rate for the euro zone was determined
on the basis of yields on prime corporate bonds for a
maturity corresponding to the duration of the obligations.
Prime corporate bonds are defined as bonds awarded one of
the top two ratings by a recognized rating agency (for
example, bonds rated AA or AAA by Moody's or Standard &
Poor's).
In the United States, the pension benefit obligations
are not sensitive to the inflation rate.
The average duration of the various plans is as
follows:
|
(in number of years) |
Euro zone |
United Kingdom |
USA |
Japan |
|
Average duration |
13.6 |
15.5 |
6.2 |
8.4 |
C - Information on external funds
External funds are invested as follows:
|
|
2023 |
|
(in %) |
Equities |
Bonds |
Others |
|
France |
23% |
70% |
7% |
|
United Kingdom |
28% |
70% |
3% |
|
United States |
19% |
79% |
2% |
|
Japan |
60% |
19% |
21% |
|
|
2022 |
|
(in %) |
Equities |
Bonds |
Others |
|
France |
23% |
69% |
8% |
|
United Kingdom |
29% |
69% |
2% |
|
United States |
52% |
43% |
5% |
|
Japan |
50% |
29% |
21% |
The fair value of shares and bonds falls in the level 1
category (price quoted in active markets) in 2023.
D - Provisions for pension liabilities recognized on the
balance sheet
|
|
2023 |
|
(in € million) |
France |
Abroad
* |
Total |
|
Amount as at the beginning of the period |
127.9 |
376.7 |
504.5 |
|
Effect of changes in scope of consolidation
(provision net of plan surpluses) |
(0.5) |
(1.0) |
(1.5) |
|
Additions |
12.4 |
40.0 |
52.4 |
|
Expenses charged to the provision |
(3.6) |
(34.9) |
(38.5) |
|
Payments to external funds |
(1.0) |
(6.7) |
(7.7) |
|
Actuarial gains/(losses) |
1.4 |
41.0 |
42.4 |
|
Other movements |
0.0 |
2.1 |
2.1 |
|
Amount as at the end of the period |
136.6 |
417.1 |
553.7 |
|
|
2022 |
|
(in € million) |
France |
Abroad |
Total |
|
Amount as at the beginning of the period |
167.1 |
205.1 |
372.1 |
|
Effect of changes in scope of consolidation
(provision net of plan surpluses) |
0.5 |
378.5 |
379.0 |
|
Additions |
11.3 |
32.0 |
43.3 |
|
Expenses charged to the provision |
(2.8) |
(41.6) |
(44.4) |
|
Payments to external funds |
0.0 |
(5.8) |
(5.8) |
|
Actuarial gains/(losses) |
(48.2) |
(192.7) |
(240.9) |
|
Other movements |
0.0 |
1.2 |
1.2 |
|
Amount as at the end of the period |
127.9 |
376.7 |
504.5 |
* The provision for €417.1 million as of
December 31, 2023 relates mainly to Germany (€345.6
million).
E - Changes in pension liabilities
In France, retirement commitments increased by €7.8
million at the closing compared to that of the previous
year as detailed below:
|
|
2023 |
|
(in € million) |
France |
Abroad |
Total |
|
PROJECTED BENEFIT OBLIGATION |
|
|
|
|
Amount as at the beginning of the period |
144.2 |
656.8 |
801.0 |
|
Service costs |
7.3 |
23.0 |
30.3 |
|
Annual restatement |
5.7 |
27.5 |
33.2 |
|
Benefits paid |
(5.3) |
(53.6) |
(58.9) |
|
Actuarial gains/(losses) |
0.4 |
45.9 |
46.3 |
|
Other movements (including translation
adjustment) |
(0.3) |
0.5 |
0.2 |
|
Curtailments and settlements |
0.0 |
0.5 |
0.5 |
|
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
|
Amount as at the end of the period |
152.0 |
700.5 |
852.5 |
|
VALUE OF PLAN ASSETS |
|
|
|
|
Amount as at the beginning of the period |
16.3 |
280.1 |
296.4 |
|
Projected return on plan assets |
0.6 |
11.0 |
11.6 |
|
Actuarial gains/(losses) |
(1.0) |
4,9 |
3.9 |
|
Other movements (including translation
adjustment) |
0.2 |
(0.6) |
(0.4) |
|
Employer contributions |
1.0 |
6.7 |
7.7 |
|
Benefits paid |
(1.7) |
(18.7) |
(20.4) |
|
Curtailments and settlements |
0.0 |
0.0 |
0.0 |
|
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
|
Amount as at the end of the period |
15.4 |
283.4 |
298.8 |
|
BALANCE OF PROVISIONS AS AT THE END OF THE
PERIOD |
136.6 |
417.1 |
553.7 |
|
TOTAL CHANGE EXPENSED AT THE END OF THE YEAR |
12.4 |
40.0 |
52.4 |
|
|
2022 |
|
(in € million) |
France |
Abroad |
Total |
|
PROJECTED BENEFIT OBLIGATION |
|
|
|
|
Amount as at the beginning of the period |
183.6 |
479.3 |
662.9 |
|
Service costs |
10.8 |
25.3 |
36.1 |
|
Annual restatement |
2.2 |
14.0 |
16.2 |
|
Benefits paid |
(3.9) |
(65.4) |
(69.3) |
|
Actuarial gains/(losses) |
(47.4) |
(285.8) |
(333.2) |
|
Other movements (including translation
adjustment) |
0.5 |
491.7 |
492.2 |
|
Curtailments and settlements |
(1.6) |
(2.3) |
(3.9) |
|
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
|
Amount as at the end of the period |
144.2 |
656.8 |
801.0 |
|
VALUE OF PLAN ASSETS |
|
|
|
|
Amount as at the beginning of the period |
16.5 |
274.2 |
290.7 |
|
Projected return on plan assets |
0.1 |
5.0 |
5.1 |
|
Actuarial gains/(losses) |
0.8 |
(93.1) |
(92.3) |
|
Other movements (including translation
adjustment) |
0.0 |
112.0 |
112.0 |
|
Employer contributions |
0.0 |
5.8 |
5.8 |
|
Benefits paid |
(1.1) |
(23.8) |
(24.9) |
|
Curtailments and settlements |
0.0 |
0.0 |
0.0 |
|
Effect of closures and plan amendments |
0.0 |
0.0 |
0.0 |
|
Amount as at the end of the period |
16.3 |
280.1 |
296.4 |
|
BALANCE OF PROVISIONS AS AT THE END OF THE
PERIOD |
127.9 |
376.7 |
504.5 |
|
TOTAL CHANGE EXPENSED AT THE END OF THE YEAR |
11.3 |
32.0 |
43.3 |
These costs are recognized:
| • |
in operating income for the
portion relating to service cost;
|
| • |
in "Other financial income and
expenses" for restatement of vested rights and the
projected return on external funds.
|
The actuarial gains and losses generated have been
recorded in "Other comprehensive income" according to IAS
19R. It can be analyzed as follows:
|
|
2023 |
|
(in € million) |
France |
Abroad |
Total |
|
Detail of actuarial gains and losses of the
period: |
|
|
|
|
• differences linked to financial
assumptions |
(1.5) |
(43.5) |
(45.0) |
|
• differences linked to demographic
assumptions |
(0.1) |
(2.4) |
(2.5) |
|
• other differences |
0.2 |
4.9 |
5.1 |
|
TOTAL |
(1.4) |
(41.0) |
(42.4) |
F - Retirement pension liabilities: sensitivity to
changes in the discount rate and in the inflation rate in
the main scope
The impact of a 25 basis point increase in the discount
rate and in the inflation rate for the projected benefit
obligation is as follows:
|
(in %) |
Discount rate +0.25 pts |
Inflation rate +0.25 pts |
|
France |
(2.0)% |
+2.1% |
|
Germany |
(3.3)% |
+2.0% |
25.3 Long-service awards
The Group evaluates its liability for the payment of
long-service 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 € million) |
2023 |
2022 |
|
French companies |
4.0 |
3.9 |
|
Foreign companies |
33.6 |
37.1 |
|
TOTAL |
37.6 |
41.0 |
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 € million) |
2023 |
2022 |
|
Foreign companies |
7.7 |
8.2 |
|
TOTAL |
7.7 |
8.2 |
The increase of 25 basis points in the discount rate and
1 percentage point in the healthcare cost trend rates would
lead to the following variations on the Group's projected
benefits obligations:
|
(in %) |
Discount rate +0.25 pt |
Healthcare cost trend rate +1 pt |
|
Projected benefit obligation |
(1.7)% |
+7.0% |
Expenses recognized in connection with this liability
break down as follows:
|
(in € million) |
2023 |
2022 |
|
Service cost |
0.0 |
0,0 |
|
Interest cost
* |
(0.4) |
(0.3) |
|
TOTAL |
(0.4) |
(0.3) |
* Interest cost is recorded under "Other
financial income and expenses".
Financial liabilities
The Group's financial liabilities fall within the IFRS 9
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" (Note 26), "Accrued taxes and payroll costs"
(Note 27) and "Sundry payables" (Note 28).
Financial assets and liabilities are broken down into
current and non-current components for maturities at the
balance sheet date: under or over a year.
Note 26 Net debt
The Group's financial liabilities are generally measured
at amortized cost using the effective interest method.
26.1 Analysis of net debt
|
(in € million) |
2023 |
2022 |
|
Bonds |
6,424.9 |
6,499.5 |
| Bank
borrowings |
2,189.1 |
2,461.7 |
|
Other borrowings |
2.0 |
84.8 |
|
Non-current lease liabilities |
836.5 |
1,049.2 |
|
Non-current derivatives |
70.7 |
60.2 |
|
SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES |
9,523.2 |
10,155.4 |
|
Current portion of long-term debt |
950.3 |
849.5 |
|
Current portion of lease liabilities |
219.1 |
251.8 |
|
Short-term borrowings
(1) |
590.0 |
922.1 |
|
Current derivatives |
4.6 |
2.0 |
|
SUB-TOTAL CURRENT FINANCIAL LIABILITIES |
1,763.9 |
2,025.5 |
|
TOTAL FINANCIAL LIABILITIES |
11,287.1 |
12,180.9 |
|
Derivatives classified under non-current and current
assets |
(25.9) |
(40.7) |
| Cash
and cash equivalents |
(4,273.9) |
(4,201.1) |
| NET
DEBT |
6,987.3 |
7,939.1 |
| Net
cash and cash equivalent |
4,273.9 |
4,201.1 |
|
(1) Including bank overdrafts
|
35.1 |
38.8 |
The change in net financial debt during the year is as
follows:
|
(in € million) |
Balance as of December 31, 2022 |
Impact on cash |
Translation adjustments |
|
Bonds |
6,499.5 |
376.1 |
0.0 |
| Bank
borrowings |
2,461.7 |
153.8 |
(10.1) |
|
Other borrowings |
84.8 |
0.0 |
(1.5) |
|
Non-current lease liabilities |
1,049.2 |
0.0 |
(18.9) |
|
Non-current derivatives |
60.2 |
0.0 |
0.0 |
|
SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES |
10,155.4 |
529.9 |
(30.6) |
|
Current portion of long-term debt |
849.5 |
(788.9) |
(5.5) |
|
Current portion of lease liabilities |
251.8 |
(246.0) |
(6.3) |
|
Short-term borrowings |
922.1 |
(276.9) |
(35.2) |
|
Current derivatives |
2.0 |
0.0 |
0.0 |
|
SUB-TOTAL CURRENT FINANCIAL LIABILITIES |
2,025.5 |
(1,311.8) |
(47.0) |
|
TOTAL FINANCIAL LIABILITIES |
12,180.9 |
(781.8) |
(77.6) |
|
Derivatives classified under non-current and current
assets |
(40.7) |
0.0 |
0.4 |
| Cash
and cash equivalents |
(4,201.1) |
(246.5) |
124.1 |
|
TOTAL |
7,939.1 |
(1,028.3) |
46.9 |
|
(in € million) |
Impact of fair value changes |
Change in consolidation scope and other changes |
Balance as of December 31, 2023 |
|
Bonds |
(0.6) |
(450.1) |
6,424.9 |
| Bank
borrowings |
(2.6) |
(413.7) |
2,189.1 |
|
Other borrowings |
(29.1) |
(52.2) |
2.0 |
|
Non-current lease liabilities |
0.0 |
(193.8) |
836.5 |
|
Non-current derivatives |
10.9 |
(0.4) |
70.7 |
|
SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES |
(21.4) |
(1,110.2) |
9,523.2 |
|
Current portion of long-term debt |
(6.4) |
901.5 |
950.3 |
|
Current portion of lease liabilities |
0.0 |
219.6 |
219.1 |
|
Short-term borrowings |
(3.6) |
(16.5) |
590.0 |
|
Current derivatives |
2.1 |
0.4 |
4.6 |
|
SUB-TOTAL CURRENT FINANCIAL LIABILITIES |
(7.8) |
1,105.0 |
1,763.9 |
|
TOTAL FINANCIAL LIABILITIES |
(29.2) |
(5.3) |
11,287.1 |
|
Derivatives classified under non-current and current
assets |
14.5 |
0.0 |
(25.9) |
| Cash
and cash equivalents |
(0.8) |
50.3 |
(4,273.9) |
|
TOTAL |
(15.5) |
45.0 |
6,987.3 |
26.2 Maturities of long-term debt
|
(in € million) |
2025 |
2026 |
2027 |
|
Bonds |
992.5 |
1,624.2 |
2,618.3 |
| Bank
borrowings |
436.9 |
1,038.1 |
30.3 |
|
Other borrowings |
1.8 |
0.1 |
0.0 |
|
Non-current lease liabilities |
188.1 |
155.1 |
126.3 |
|
Non-current derivatives |
0.0 |
0.0 |
1.7 |
|
TOTAL AS OF DECEMBER 31, 2023 |
1,619.2 |
2,817.6 |
2,776.6 |
|
(in € million) |
2028 |
2029 and beyond |
Total |
|
Bonds |
698.6 |
491.2 |
6,424.9 |
| Bank
borrowings |
323.0 |
360.8 |
2,189.1 |
|
Other borrowings |
0.0 |
0.0 |
2.0 |
|
Non-current lease liabilities |
100.2 |
266.9 |
836.5 |
|
Non-current derivatives |
0.0 |
69.0 |
70.7 |
|
TOTAL AS OF DECEMBER 31, 2023 |
1,121.8 |
1,188.0 |
9,523.2 |
26.3 Financing
The main components of FORVIA financing are described
below:
SYNDICATED CREDIT FACILITY
On December 15, 2014, FORVIA signed a syndicated credit
facility, with a five-year maturity, for an amount of
€1,200 million. This credit facility was renegotiated
on June 24, 2016, then on June 15, 2018 in order to extend
the maturity to five years from that date. In May 2021,
FORVIA has signed with its banks an Amend & Extend
agreement of this syndicated credit line enabling the Group
to increase the amount up to €1,500 million, as well
as indexing its costs on FORVIA's environmental
performance, the interest rate varying depending upon the
achievement of the Group's target of CO
2 neutrality for its scopes 1 & 2, and to
extend its maturity to five years, i.e. May 2026, with two
one-year extension options submitted to the banks'
agreement.
On April 26, 2022, FORVIA has renegotiated its covenant
related to its leverage ratio (ratio Net debt
(1) /adjusted EBITDA
(2) ) and which compliance is a condition
affecting the availability of this credit facility. The
level of this covenant was not to be tested for June 30,
2022 and was at 3.75x for December 31, 2022 (instead of
3.Ox) before coming back to 3.0x from June 30, 2023
onwards. As of December 31, 2023, this condition was
met.
On June 27, 2023 FORVIA has extended the maturity of the
syndicated credit facility to May 28, 2027 for an amount of
€1,450 million. The available amount is of €1,500
million up to May 28, 2026. FORVIA also negotiated the
possibility to extend the credit facility until June 2,
2028, submitted to the banks' agreement. This credit
facility includes some restrictive clauses on asset
disposals (disposal representing over 35% of the Group's
total consolidated assets requires the prior approval of
banks representing two-thirds of the syndicate) and on the
debt level of some subsidiaries.
As of December 31, 2023, this facility was not
drawn.
SYNDICATED CREDIT FACILITY HELLA
On September 30, 2022, HELLA signed a new syndicated
credit facility, replacing the previous one, for an amount
of €450 million, with maturity on September 30, 2025,
with two one year extension options and an option to
increase the amount up to €150 million. In September
2023, HELLA has exercised one of the extension options to
extend the maturity of this credit line to December 29,
2026.
As of December 31, 2023, this facility was not
drawn.
TERM LOAN 2023
FORVIA has signed on June 9, 2023 a new €500
million syndicated loan (Term Loan 2023) with a maturity to
June 2, 2026 and including two one year extension options
until June 2, 2028, submitted to the banks' agreement, the
interest rate varying depending upon the achievement of the
Group's target of CO
2 neutrality for its scopes 1, 2 & 3
(controlled emissions).
This credit facility includes some restrictive clauses
on asset disposals (disposal representing over 35% of the
Group's total consolidated assets requires the prior
approval of banks representing two-thirds of the Term Loan)
and on the debt level of some subsidiaries.
SCHULDSCHEINDARLEHEN
FORVIA has signed on December 17, 2018 a private
placement under German Law (Schuldscheindarlehen) for a
total amount of €700 million. This transaction is
structured into several tranches in EUR and USD, at fixed
and variable rates, with maturities of 4, 5 and 6 years,
i.e. December 2022, 2023 and 2024. €378 million have
been received on December 20, 2018 and the remaining amount
has been received in early January 2019. The USD tranches
have been partially converted in EUR resources through long
term cross-currency swaps. This private placement has been
used to finance the acquisition of Clarion Co., Ltd.
On June 21, 2021 FORVIA has reimbursed by anticipation
€226.5 million of the variable rate tranche of the
Schuldscheindarlehen with 2022 maturity. On December 20,
2022, FORVIA has reimbursed €58.5 million of the fixed
rate tranche of the Schuldscheindarlehen with 2022
maturity.
(1) Consolidated net debt.
(2) Operating income before depreciation of
intangible assets acquired plus depreciation, amortization
and funding of provisions for impairment of property, plant
and equipment and intangible assets, corresponding to the
past 12 months.
On June 20, 2023, FORVIA has reimbursed by anticipation
US$165 million of the variable rate tranche of the
Schuldscheindarlehen with December 2023 maturity. The US$55
million long term cross-currency swap linked to the repaid
tranche has also been closed by anticipation.
FORVIA has signed on December 17, 2021 a private
placement under German Law (Schuldscheindarlehen) including
ESR performance criteria for a total amount of €700
million and on June 15, 2022 an additional placement of
€50 million. This transaction is structured into
several tranches in EUR and USD, at fixed and variable
rates, with maturities of 2.5, 4, 5 and 6 years, i.e. July
2024 and January 2026, 2027 and 2028. €435 million
have been received on December 22, 2021 and the remaining
amount has been received in early January 2022. The USD
tranches have been partially converted in EUR resources
through long term cross-currency swaps. This private
placement is part of the prefinancing of the acquisition of
HELLA.
¥30 BILLION CREDIT FACILITY
On February 7, 2020, FORVIA has signed a credit facility
in yen for an amount of ¥30 billion, with a five-year
maturity, aiming at refinancing on a long term basis the
debt of Clarion Co., Ltd. The credit facility comprises two
tranches of ¥15 billion each, one being a loan and the
other one a renewable credit line.
The proceeds of this credit line have enabled Clarion
Co., Ltd to reimburse most of its bank debts.
The maturity of the credit line has been extended from
February 2025 to February 2026 by exercising the first
extension option.
On April 26, 2022, FORVIA has renegotiated its covenant
related to its leverage ratio (ratio Net debt (1)/adjusted
EBITDA (2)) and which compliance is a condition affecting
the availability of this credit facility. The level of this
covenant was not to be tested for June 30, 2022 and was at
3.75x for December 31,2022 (instead of 3.0x) before coming
back to 3.0x from June 30, 2023 onwards. As of December 31,
2023, this condition was met.
As of December 31, 2023, the drawn amount was at ¥20
billion, representing €127.7 million.
SYNDICATED LOAN LATIN AMERICA
On September 22, 2022, Faurecia Sistemas Automotrices de
Mexico Srl signed a syndicated credit facility for an
amount of US$210 million, with various investors from Latin
America. On this basis, FORVIA Sistemas Automotrices de
Mexico Srl has borrowed US$100 million and 2 billion
mexican pesos at a variable rate with a maturity on March
22, 2028, the amount in pesos being converted in USD
resources through long term cross-currency swaps.
On February 10, 2023, Faurecia Sistemas Automotrices de
Mexico Srl has suscribed an additional loan for US$90
million with the same conditions and a maturity to March
22, 2028.
This credit facility includes some restrictive clauses
on the debt level of some subsidiaries.
EUROPEAN INVESTMENT BANK (EIB) CREDIT FACILITY
On July 1, 2022, FORVIA signed a credit facility for an
amount of €315 million, with a seven year maturity
with the European Investment Bank (EIB). This credit
facility aims at financing investments in research and
development, in production and deployment of the hydrogen
technology for mobility applications, advanced systems for
driving assistance and driver control systems. It is
composed of two tranches: (i) one for an amount of
€289 million (ii) one for an amount of €26
million.
This credit facility includes a covenant on the ratio
Net debt
(1) /adjusted EBITDA
(2) which compliance is a condition affecting
the availability of this credit facility, identical to the
syndicated credit facility and which cannot exceed 3.75x
for December 31, 2022 and 3.0x from December 31, 2023
onwards. As of December 31, 2023, this condition was met.
It includes as well some restrictive clauses on asset
disposals and on the debt level of some subsidiaries.
In compliance with IAS 20, the difference between the
market rate for a comparable loan at initial date and the
interest rate for this loan has been recognized as a grant;
it is recognized in P&L against the costs that the
grant aims to compensate over the loan duration.
As of December 31, 2023, the drawn amount was at
€289 million.
(1) Consolidated net debt.
(2) Operating income before depreciation of
intangible assets acquired plus depreciation, amortization
and funding of provisions for impairment of property, plant
and equipment and intangible assets, corresponding to the
past 12 months.
2024 BONDS HELLA (1.00%)
On May 17, 2017, HELLA issued bonds for an amount of
€300 million due May 17, 2024, carrying annual
interest of 1.00%, payable on May 17 each year, as from May
17, 2018.
The proceeds of these bonds have been used to redeem the
€300 million bonds due September 07, 2017, carrying
annual interest of 1.25%, issued in March 2014.
The bonds are listed on the Luxembourg Stock
Exchange.
As of December 31, 2023, the outstanding amount of these
2024 bonds amounted to €300 million.
2025 BONDS (2.625%)
On March 8, 2018, FORVIA issued bonds for an amount of
€700 million due June 15, 2025, carrying annual
interest of 2.625%, payable on June 15 and December 15 each
year, as from June 15, 2018.
These bonds include a covenant restricting the
additional indebtedness if the EBITDA after certain
adjustments is lower than twice the gross interest costs,
and restrictions on the debt similar to those of the
syndicated credit loan.
The proceeds of these bonds have been used to redeem the
€700 million bonds due June 15, 2022, carrying annual
interest of 3.125%, issued in March and April 2015.
The bonds are listed on the Global Exchange Market of
Euronext Dublin (previously Irish Stock Exchange).
An additional issue for €300 million of these 2025
bonds has been done on July 31, 2020. These additional
bonds have been issued at 97.50% of the par, which
corresponds to a yield to maturity of 3.18%.
As of December 31, 2023, the outstanding amount of these
2025 bonds amounted to €1,000 million.
2026 SLB BONDS (7.25%)
On November 15, 2022, FORVIA issued bonds for an amount
of €700 million due June 15, 2026, carrying annual
interest of 7.25%, payable on June 15 and December 15 each
year, as from June 15, 2023.
These bonds are subject to the same restrictions than
the 2029 bonds and base the 2025 objectives of CO
2 emission reduction on scope 1 & 2 on the
"Sustainable Linked Financing Framework" published in
October 2021 and approved by the ISS ESG. The non
compliance to these objectives involves a step up of the
bonds interest in 2026.
The proceeds of these bonds have been used to redeem
partially the syndicated bridge loan.
The bonds are listed on the Global Exchange Market of
Euronext Dublin.
An additional issue for €250 million has been done
on February 1, 2023. These additional bonds have been
issued at 101.75% of the par, which corresponds to a yield
to maturity of 6.65%. On December 14, 2023 FORVIA has
launched a tender offer to purchase back a part of these
bonds at 105.5%, for a total amount of €150.1
million.
As of December 31, 2023, the outstanding amount of these
bonds amounted to €799.9 million.
2026 BONDS (3.125%)
On March 27, 2019, FORVIA issued bonds for an amount of
€500 million due June 15, 2026, carrying annual
interest of 3.125%, payable on June 15 and December 15 each
year, as from June 15, 2019.
These bonds are subject to the same restrictions than
the 2025 bonds.
The proceeds of these bonds have been used to finance
the acquisition of Clarion Co., Ltd.
The bonds are listed on the Global Exchange Market of
Euronext Dublin.
In order to prefinance the acquisition of 50% of SAS
shares, an additional issue for €250 million of these
2026 bonds has been performed on October 31, 2019. These
additional bonds have been issued at 104.50% of the par,
which corresponds to a return at issuance of 2.40%.
As of December 31, 2023, the outstanding amount of these
2026 bonds amounted to €750 million.
2027 BONDS (2.375%)
On November 27, 2019, FORVIA issued bonds for an amount
of €700 million due June 15, 2027, carrying annual
interest of 2.375%, payable on June 15 and December 15 each
year, as from June 15, 2020.
These bonds are subject to the same restrictions than
the 2026 bonds.
The proceeds of these bonds have been used to refinance
the €700 million bonds due June 15, 2023 carrying
annual interest of 3.625%, issued on April 1, 2016.
This refinancing has been done through a tender offer
through which 2023 bond holders could exchange their bonds
against new 2027 bonds. The rate of exchange has reached
76%. The bonds that were not tendered in this offer have
been redeemed in accordance with the offering memorandum.
The settlement of these two operations has taken place
respectively on November 25 and November 28, 2019.
The bond premium for bonds tendered in the offer is
amortized over the duration of the new 2027 bonds; the bond
premium for bonds redeemed by anticipation has been
expensed in the year 2019.
On February 3, 2021, an additional issue for €190
million of these 2027 bonds has been performed via a
private placement. These bonds have been issued at 100.75%
of the par, which corresponds to a return at issuance of
2.26%.
The bonds are listed on the Global Exchange Market of
Euronext Dublin.
As of December 31, 2023, the outstanding amount of these
2027 bonds amounted to €890 million.
2027 SLB BONDS (2.75%)
On November 10, 2021, FORVIA issued bonds for an amount
of €1,200 million due February 15, 2027, carrying
annual interest of 2.75%, payable on June 15 and December
15 each year, as from June 15, 2022.
These bonds are subject to the same restrictions than
the 2029 green bonds and base the 2025 objectives of CO
2 emission reduction on scope 1 & 2, on the
"Sustainable Linked Financing Framework" published in
October 2021 and approved by the ISS ESG. The non
compliance to these objectives involves a step up of the
bonds interest in 2026. The proceeds of these bonds have
been used to pre finance the acquisition of HELLA.
The bonds are listed on the Global Exchange Market of
Euronext Dublin.
As of December 31,2023, the outstanding amount of these
2027 bonds amounted to €1,200 million.
2027 BONDS HELLA (0.50%)
On Septembers, 2019, HELLA issued bonds for an amount of
€500 million due January 26, 2027, carrying annual
interest of 0.50%, payable on January 26 each year, as from
January 26, 2020.
The proceeds of these bonds have been used to redeem the
€500 million bonds due January 24, 2020, carrying
annual interest of 2.375%, issued in January 2013.
The bonds are listed on the Luxembourg Stock
Exchange.
As of December 31, 2023, the outstanding amount of these
2027 bonds amounted to €500 million.
2028 BONDS (3.75%)
On July 31, 2020, FORVIA issued bonds for an amount of
€700 million due June 15, 2028, carrying annual
interest of 3.75%, payable on June 15 and December 15 each
year, as from December 15, 2020.
These bonds are subject to the same restrictions than
the 2027 bonds. The bonds are listed on the Global Exchange
Market of Euronext Dublin.
As of December 31, 2023, the outstanding amount of these
2028 bonds amounted to €700 million.
2029 GREEN BONDS (2.375%)
FORVIA issued on March 22, 2021 green bonds for an
amount of €400 million due June 15, 2029, carrying
annual interest of 2.375%. The proceeds will be used to
finance or refinance the Group's investments in the
hydrogen mobility, for both hydrogen storage and
distribution systems and in fuel cell stacks and systems
through Symbio, its joint venture with Michelin and
Stellantis. The Green Bond Framework has been reviewed by
ISS ESG, environmental rating agency.
These bonds are subject to the same restrictions than
the 2028 bonds. The bonds are listed on the Global Exchange
Market of Euronext Dublin.
As of December 31, 2023, the outstanding amount of these
2029 bonds amounted to €400 million.
2026 YEN BONDS (2.48%)
On December 15, 2023, FORVIA issued bonds for an amount
of ¥11,700 million due March 13, 2026, carrying annual
interest of 2.48%, payable on June 15 and December 15 each
year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these
bonds amounted to ¥11,700 million (€73.2
million).
2027 YEN BONDS (2.81%)
On December 15, 2023, FORVIA issued bonds for an amount
of ¥6,800 million due March 15, 2027, carrying annual
interest of 2.81%, payable on June 15 and December 15 each
year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these
bonds amounted to ¥6,800 million (€43.4
million).
2028 YEN BONDS (3.19%)
On December 15, 2023, FORVIA issued bonds for an amount
of ¥700 million due December 15, 2028, carrying annual
interest of 3.19%, payable on June 15 and December 15 each
year, as from June 15, 2024.
As of December 31, 2023, the outstanding amount of these
bonds amounted to ¥700 million (€5.0 million).
2032 & 2033 LOAN FACILITIES HELLA IN YEN
On September 17, 2002, HELLA issued a notes certificate
for an amount of ¥12 billion due September 17, 2032,
carrying annual interest of 3.50%, payable on March 17 and
September 17 each year, as from March 17, 2003.
On June 16, 2003, HELLA signed a loan for an amount of
¥10 billion due June 20, 2033, carrying annual interest
of 4.02%, payable in USD on June 20 and December 20 each
year, as from December 20, 2003.
As of December 31, 2023, the outstanding amount of these
loans amounted to ¥22 billion (€140.7
million).
Finally, during the year 2023, FORVIA regularly issued
commercial papers with a maturity up to one year. As of
December 31, 2023, the outstanding amount was €482.8
million.
CREDIT RATINGS
The Group is rated :
| • |
BB+ stable outlook by Fitch
since November 3, 2023;
|
| • |
BB stable outlook by S&P
since August 7, 2023;
|
| • |
Ba2 stable outlook by Moody's
since August 10, 2023; and
|
| • |
A- stable outlook by JCR since
August 18, 2023.
|
Moreover, HELLA held at 81.59% by FORVIA is rated Baa3
stable outlook by Moody's since August 11, 2023.
The Group's global contractual maturity schedule as of
December 31,2023 breaks down as follows:
|
|
Carrying Amount |
|
|
(in € million) |
Assets |
Liabilities |
Total |
|
Other non-current financial assets |
156.5 |
|
156.5 |
|
Other current financial assets |
154.7 |
|
154.7 |
|
Trade accounts receivables |
4,132.9 |
|
4,132.9 |
| Cash
and cash equivalents |
4,273.9 |
|
4,273.9 |
|
Accrued interests |
|
(51.2) |
(1,151.1) |
|
Current portion of lease liabilities |
|
(219.1) |
(219.1) |
|
Bonds current portion (excluding interest) 2024 HELLA
Bond |
|
(299.9) |
(299.9) |
| Bank
borrowings and other financial debts - current |
|
|
|
|
Schuldschein |
|
(350.5) |
(350.5) |
|
Other current debts |
|
(320.8) |
(320.8) |
|
Trade accounts payables |
|
(8,397.9) |
(8,397.9) |
|
Bonds non current portion (excluding interest) |
|
|
|
| 2025
Bonds |
|
(992.5) |
(992.5) |
| 2026
Bonds |
|
(750.8) |
(750.8) |
| 2026
JPY Bonds |
|
(73.2) |
(73.2) |
| 2026
SLB Bonds |
|
(797.8) |
(797.8) |
| 2027
SLB Bonds |
|
(1,194.2) |
(1,194.2) |
| 2027
Bonds |
|
(881.5) |
(881.5) |
| 2027
HELLA Bond |
|
(499.3) |
(499.3) |
| 2027
JPY Bonds |
|
(43.4) |
(43.4) |
| 2028
Bonds |
|
(696.2) |
(696.2) |
| 2028
JPY Bonds |
|
(5.0) |
(5.0) |
| 2029
Green Bonds |
|
(397.4) |
(397.4) |
| 2032
HELLA JPY Bond |
|
(93.8) |
(93.8) |
| Bank
borrowings and other financial debts - non
current |
|
|
|
| Term
Loan |
|
(497.5) |
(497.5) |
|
Schuldschein |
|
(609.9) |
(609.9) |
|
Other non current debts |
|
(1,083.7) |
(1,083.7) |
|
Non-current lease liabilities |
|
(836.5) |
(836.5) |
|
Interest rate derivatives |
4.3 |
(0.5) |
3.8 |
|
• o/w cash flow hedges |
4.3 |
(0.5) |
3.8 |
|
• o/w derivatives not qualifying for hedge
accounting under IFRS |
0.0 |
0.0 |
0.0 |
|
Currency hedges |
75.5 |
(85.7) |
(10.3) |
|
• o/w fair value hedges |
21.6 |
(5.9) |
15.7 |
|
• o/w cash flow hedges |
53.9 |
(79.3) |
(25.4) |
|
• o/w derivatives not qualifying for hedge
accounting under IFRS |
0.0 |
0.0 |
0.0 |
|
• o/w derivatives of net investment hedge |
0.0 |
(0.5) |
(0.5) |
|
TOTAL |
8,797.7 |
(19,178.1) |
(11,480.1) |
|
|
Remaining contractual maturities |
|
(in € million) |
0-3 months |
3-6 months |
6-12 months |
1-5 years |
>5 years |
|
Other non-current financial assets |
|
|
|
156.5 |
|
|
Other current financial assets |
|
|
|
154.7 |
|
|
Trade accounts receivables |
4,042.0 |
18.0 |
72.9 |
|
|
| Cash
and cash equivalents |
4,273.9 |
|
|
|
|
|
Accrued interests |
(45.0) |
(143.1) |
(172.7) |
(751.1) |
(39.2) |
|
Current portion of lease liabilities |
(54.9) |
(54.8) |
(109.4) |
|
|
|
Bonds current portion (excluding interest) 2024 HELLA
Bond |
|
(299.9) |
|
|
|
| Bank
borrowings and other financial debts - current |
|
|
|
|
|
|
Schuldschein |
|
|
(350.5) |
|
|
|
Other current debts |
(158.4) |
(13.6) |
(148.8) |
|
|
|
Trade accounts payables |
(8,092.3) |
(288.6) |
(17.0) |
|
|
|
Bonds non current portion (excluding interest) |
|
|
|
|
|
| 2025
Bonds |
|
|
|
(992.5) |
|
| 2026
Bonds |
|
|
|
(750.8) |
|
| 2026
JPY Bonds |
|
|
|
(73.2) |
|
| 2026
SLB Bonds |
|
|
|
(797.8) |
|
| 2027
SLB Bonds |
|
|
|
(1,194.2) |
|
| 2027
Bonds |
|
|
|
(881.5) |
|
| 2027
HELLA Bond |
|
|
|
(499.3) |
|
| 2027
JPY Bonds |
|
|
|
(43.4) |
|
| 2028
Bonds |
|
|
|
(696.2) |
|
| 2028
JPY Bonds |
|
|
|
(5.0) |
|
| 2029
Green Bonds |
|
|
|
|
(397.4) |
| 2032
HELLA JPY Bond |
|
|
|
|
(93.8) |
| Bank
borrowings and other financial debts - non
current |
|
|
|
|
|
| Term
Loan |
|
|
|
(497.5) |
|
|
Schuldschein |
|
|
|
(609.9) |
|
|
Other non current debts |
|
|
|
(722.9) |
(360.8) |
|
Non-current lease liabilities |
|
|
|
(569.6) |
(266.9) |
|
Interest rate derivatives |
0.0 |
0.0 |
3.8 |
0.0 |
0.0 |
|
• o/w cash flow hedges |
0.0 |
0.0 |
3.8 |
0.0 |
0.0 |
|
• o/w derivatives not qualifying for hedge
accounting under IFRS |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Currency hedges |
18.5 |
10.1 |
12.8 |
16.8 |
(68.5) |
|
• o/w fair value hedges |
1.0 |
(1.8) |
1.1 |
15.4 |
0.0 |
|
• o/w cash flow hedges |
17.4 |
12.0 |
12.2 |
1.5 |
(68.5) |
|
• o/w derivatives not qualifying for hedge
accounting under IFRS |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
• o/w derivatives of net investment hedge |
0.0 |
0.0 |
(0.5) |
0.0 |
0.0 |
|
TOTAL |
(16.3) |
(771.8) |
(708.8) |
(8,756.6) |
(1,226.6) |
26.4 Analysis of borrowings
As of December 31, 2023, the variable rate borrowings
were 25.7% of borrowings before taking into account the
impact of hedging.
|
(in € million) |
12/31/2023 |
|
Variable rate borrowings |
2,896.6 |
25.7% |
|
Fixed rate borrowings |
8,390.4 |
74.3% |
|
TOTAL |
11,287.1 |
100.0% |
Borrowings, taking into account foreign exchange swaps,
break down by repayment currency as follows:
|
(in € million) |
12/31/2023 |
12/31/2022 |
|
Euros |
9,710.7 |
86.0% |
10,242.3 |
84.1% |
| US
Dollars |
931.4 |
8.3% |
1,149.3 |
9.4% |
|
Japanese Yen |
379.7 |
3.4% |
404.3 |
3.3% |
|
Other currencies |
265.2 |
2.3% |
385.0 |
3.2% |
|
TOTAL |
11,287.1 |
100.0% |
12,180.9 |
100.0% |
As of December 31, 2023, the weighted average interest
rate on gross outstanding borrowings was 4.46%.
Note 27 Trade payables, accrued taxes and payroll
costs
27.1 Trade payables
FORVIA has implemented a reverse factoring program since
2017. This program enables suppliers participating to sell
their receivables towards FORVIA to a financial institution
(factor) before their contractual payment term. Relations
between the parties are structured through two
contracts:
| • |
FORVIA suppliers are entering a
factoring contract with the factor, for the
receivables they have towards FORVIA;
|
| • |
FORVIA signs a contract with the
factor in which FORVIA commits to pay these invoices
at the contractual payment term to the factor (once
the invoices have been validated).
|
This program enables the participating suppliers to have
their receivables paid on a short term by the factor.
FORVIA pays these invoices at their contractual due date to
the factor.
The scheme's analysis has led FORVIA to consider that
the nature of these invoices was not changed by the
implementation of this program. They are therefore still
classified as trade payables.
|
(in € million) |
2023 |
2022 |
|
Trade payables |
8,397.9 |
9,181.3 |
|
TOTAL |
8,397.9 |
9,181.3 |
27.2 Accrued taxes and payroll costs
|
(in € million) |
2023 |
2022 |
|
Accrued payroll costs |
699.4 |
666.3 |
|
Payroll taxes |
152.7 |
160.2 |
|
Employee profit-sharing |
40.4 |
32.9 |
|
Other accrued taxes and payroll costs |
168.8 |
244.9 |
|
TOTAL |
1,061.3 |
1,104.3 |
Note 28 Sundry payables
|
(in € million) |
2023 |
2022 |
| Due
to suppliers of non-current assets |
313.2 |
176.9 |
|
Prepaid income |
77.2 |
65.6 |
|
Current taxes |
168.8 |
167.2 |
|
Other |
313.6 |
301.9 |
|
Currency derivatives for operations |
10.6 |
16.5 |
|
TOTAL |
883.4 |
728.1 |
Note 29 Financial instruments
29.1 Financial instruments recorded in the balance
sheet
|
|
12/31/2023 |
|
(in € million) |
Balance Sheet Carrying amount |
Carrying amount not defined as financial
instruments |
|
Other equity interests |
116.4 |
|
|
Other non-current financial assets |
156.5 |
|
|
Trade accounts receivables |
4,132.9 |
4,132.9 |
|
Other operating receivables |
593.4 |
541.3 |
|
Other non-current assets |
154.7 |
152.8 |
|
Other receivables and prepaid expenses |
1,449.2 |
1.414.6 |
|
Currency derivatives |
4.5 |
|
|
Interest rate derivatives |
4.2 |
|
| Cash
and cash equivalents |
4,273.9 |
|
|
FINANCIAL ASSETS |
10,885.7 |
6,241.7 |
|
Long-term debt
* |
8,686.7 |
2.0 |
|
Non-current lease liabilities |
836.5 |
|
|
Short-term debt |
1,544.8 |
|
|
Current portion of lease liabilities |
219.1 |
|
|
Prepayments on customers contracts |
1,051.4 |
1,051.4 |
|
Trade payables |
8,397.9 |
8.397.9 |
|
Accrued taxes and payroll costs |
1,061.3 |
1,061.3 |
|
Other non-current liabilities |
72.0 |
42.2 |
|
Sundry payables |
883.4 |
872.9 |
|
FINANCIAL LIABILITIES |
22,753.1 |
11,427.6 |
|
|
Breakdown by category of instrument
(1) |
|
(in € million) |
Financial assets/ liabilities at fair value through
profit or loss
(2) |
Financial assets/ liabilities at fair value through
equity
(2) |
Assets and liabilities at amortized cost |
Financial assets/ liabilities measured at fair
value |
|
Other equity interests |
116.4 |
|
|
116.4 |
|
Other non-current financial assets |
16.6 |
0.5 |
139.4 |
156.5 |
|
Trade accounts receivables |
|
|
|
0.0 |
|
Other operating receivables |
2.5 |
49.6 |
|
52.1 |
|
Other non-current assets |
|
1.9 |
|
1.9 |
|
Other receivables and prepaid expenses |
|
34.6 |
|
34.6 |
|
Currency derivatives |
4.5 |
|
|
4.5 |
|
Interest rate derivatives |
0.1 |
4.1 |
|
4.2 |
| Cash
and cash equivalents |
4,273.9 |
|
|
4,273.9 |
|
FINANCIAL ASSETS |
4,414.1 |
90.6 |
139.4 |
4,644.1 |
|
Long-term debt
* |
29.6 |
41.1 |
8,614.0 |
8,744.1 |
|
Non-current lease liabilities |
|
|
836.5 |
836.5 |
|
Short-term debt |
3.9 |
0.7 |
1,540.3 |
1,544.8 |
|
Current portion of lease liabilities |
|
|
219.1 |
219.1 |
|
Prepayments on customers contracts |
|
|
|
0.0 |
|
Trade payables |
|
|
|
0.0 |
|
Accrued taxes and payroll costs |
|
|
|
0.0 |
|
Other non-current liabilities |
29.4 |
0.4 |
|
29.8 |
|
Sundry payables |
0.3 |
10.2 |
|
10.5 |
|
FINANCIAL LIABILITIES |
63.2 |
52.4 |
11,209.8 |
11,384.9 |
(1) No financial instruments were transferred
between categories in 12/31/2023.
(2) All of the instruments in this category are
financial assets or liabilities designated as measured on
initial recognition.
* The fair value of the bonds, excluding accrued
interest, was established on the basis of the year-end
market value (December 31, 2023) ; for the 2024 HELLA bonds
quoted 98.60% of par, at €295.8 million; for the 2025
bonds quoted 98.17% of par, at €981.7 million; for the
2026 bonds quoted 98.06% of par, at €735.5 million ;
for the SLB 7.25% 2026 bonds quoted 106.06% of par, at
€848.4 million ; for the 2026 bonds in Yen quoted
100.10% of par, at €74.9 million ; for the 2027 bonds
quoted 94.59% of par, at €841.9 million; for the 2027
bonds SL quoted 95.70% of par, at €1,148.4 million;
for the 2027 HELLA bonds quoted 91.56% of par, at
€457.8 million; for the 2027 bonds in Yen quoted
100.36% of par, at €43.7 million ; for the 2028 bonds
quoted 98.07% of par, at €686.5 million; for the 2028
bonds in Yen quoted 100.61% of par, at €4.5 million
and for the 2029 green bonds quoted 91.33% of par, at
€365.3 million.
|
|
12/31/2022 |
|
(in € million) |
Balance Sheet Carrying amount |
Carrying amount not defined as financial
instruments |
|
Other equity interests |
128.5 |
|
|
Other non-current financial assets |
158.1 |
|
|
Trade accounts receivables |
5,065.9 |
5,065.9 |
|
Other operating receivables |
720.5 |
672.1 |
|
Other non-current assets |
187.1 |
178.6 |
|
Other receivables and prepaid expenses |
1,425.7 |
1,327.1 |
|
Currency derivatives |
13.1 |
|
|
Interest rate derivatives |
4.6 |
|
| Cash
and cash equivalents |
4,201.1 |
|
|
FINANCIAL ASSETS |
11,904.6 |
7,243.7 |
|
Long-term debt
* |
9,106.2 |
2.3 |
|
Non-current lease liabilities |
1,049.2 |
|
|
Short-term debt |
1,773.7 |
|
|
Current portion of lease liabilities |
251.8 |
|
|
Prepayments on customers contracts |
975.4 |
975.4 |
|
Trade payables |
9,181.3 |
9,181.3 |
|
Accrued taxes and payroll costs |
1,104.3 |
1,104.3 |
|
Other non current liabilities |
48.1 |
47.0 |
|
Sundry payables |
728.1 |
711.6 |
|
FINANCIAL LIABILITIES |
24,218.1 |
12,021.9 |
|
|
Breakdown by category of instrument
(1) |
|
(in € million) |
Financial assets/ liabilities at fair value through
profit or loss
(2) |
Financial assets/ liabilities at fair value through
equity
'2) |
Assets and liabilities at amortized cost |
Financial assets/ liabilities measured at fair
value |
|
Other equity interests |
128.5 |
|
|
128.5 |
|
Other non-current financial assets |
2.5 |
20.6 |
135.0 |
158.1 |
|
Trade accounts receivables |
|
|
|
0.0 |
|
Other operating receivables |
8.4 |
40.0 |
|
48.4 |
|
Other non-current assets |
|
8.5 |
|
8.5 |
|
Other receivables and prepaid expenses |
|
98.6 |
|
98.6 |
|
Currency derivatives |
11.4 |
1.7 |
|
13.1 |
|
Interest rate derivatives |
0.0 |
4.6 |
|
4.6 |
| Cash
and cash equivalents |
4,201.1 |
|
|
4,201.1 |
|
FINANCIAL ASSETS |
4,351.9 |
174.0 |
135.0 |
4,660.9 |
|
Long-term debt
* |
14.3 |
46.0 |
9,043.6 |
8,239.3 |
|
Non-current lease liabilities |
|
|
1,049.2 |
1,049.2 |
|
Short-term debt |
2.0 |
|
1,771.7 |
1,773.7 |
|
Current portion of lease liabilities |
|
|
251.8 |
251.8 |
|
Prepayments on customers contracts |
|
|
|
0.0 |
|
Trade payables |
|
|
|
0.0 |
|
Accrued taxes and payroll costs |
|
|
|
0.0 |
|
Other non current liabilities |
|
1.1 |
|
1.1 |
|
Sundry payables |
3.9 |
12.6 |
|
16.5 |
|
FINANCIAL LIABILITIES |
20.2 |
59.7 |
12,116.3 |
11,331.6 |
(1) No financial instruments were transferred
between categories in 12/31/2022.
(2) All of the instruments in this category are
financial assets or liabilities designated as measured on
initial recognition.
* The fair value of the bonds, excluding accrued
interest, was established on the basis of the year-end
market value (December 31, 2022) : for the 2024 HELLA bonds
quoted 96.45% of par, at €289.3 million: for the 2025
bonds quoted 90.86% of par, at €908.6 million: for the
2026 bonds quoted 88.31% of par, at €662.3 million :
for the SLB 7.25% 2026 bonds quoted 100.89% of par, at
€706.2 million; for the 2027 bonds quoted 83.54% of
par, at €743.5 million; for the 2027 bonds SL quoted
84.21% of par, at €1,010.5 million; for the 2027 HELLA
bonds quoted 83.60% of par, at €418.0 million: for the
2028 bonds quoted 85.09% of par, at €595.7 million and
for the 2029 green bonds quoted 75.18% of par, at
€300.7 million.
Moreover, FORVIA has signed in 2022 two power purchase
contracts (VPPA) in wind farms in Sweden for a total
production of 638 GWh per year (ten years contracts). These
contracts, except the component of guarantees of origin
acquisition, are considered as financial instruments
according to IFRS 9. As of December 31, 2023, the variance
of the fair value of the contracts represented a loss of
€13.6 million accounted for in other financial income
and expense (fair value at level 3). The guarantees of
origin are for Forvia own-use.
The main measurement methods applied are as follows:
| • |
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;
|
| • |
financial liabilities are
primarily recognized at amortized cost calculated
using the effective interest rate method;
|
| • |
the fair value of trade
receivables and payables related to manufacturing and
sales operations corresponds to their carrying value
given of their very short maturities.
|
The impact of financial instruments on income:
|
|
2023 |
Breakdown by category of instrument |
|
(in € million) |
Impact Income |
Financial assets/ liabilities at fair value through
profit or loss |
Financial liabilities at amortized cost |
Instruments derivatives |
|
Translation differences on commercial
transactions |
63.8 |
61.4 |
|
2.4 |
|
Income on loans, cash investments and marketable
securities |
90.7 |
90.7 |
|
|
|
Finance costs |
(586.2) |
|
(586.2) |
|
|
Other financial income and expenses |
(52.3) |
(14.5) |
(22.7) |
(15.1) |
| Net
income (expenses) |
(484.0) |
137.6 |
(608.9) |
(12.7) |
|
|
2022 restated |
Breakdown by category of instrument |
|
(in € million) |
Impact Income |
Financial assets/ liabilities at fair value through
profit or loss |
Financial liabilities at amortized cost |
Instruments derivatives |
|
Translation differences on commercial
transactions |
(10.2) |
(14.8) |
|
4.6 |
|
Income on loans, cash investments and marketable
securities |
50.3 |
50.3 |
|
|
|
Finance costs |
(377.1) |
|
(377.1) |
|
|
Other financial income and expenses |
(168.4) |
|
(165.1) |
(3.3) |
| Net
income (expenses) |
(505.4) |
35.5 |
(542.2) |
1.3 |
As of December 31, 2023, movements in provisions for
impairment break down as follows by category of financial
asset:
|
(in € million) |
Balance as of January 1, 2023 |
Additions |
Utilizations |
|
Doubtful accounts |
(49.9) |
(12.7) |
29.4 |
|
Shares in non-consolidated companies |
(22.3) |
(3.4) |
1.2 |
|
Non-current financial assets |
(27.7) |
(0.4) |
0.0 |
|
Other receivables |
(21.6) |
(0.3) |
3.2 |
|
TOTAL |
(121.4) |
(16.8) |
33.8 |
|
(in € million) |
Reversals (surplus provisions) |
Change in scope of consolidation and other
changes |
Balance as of December 31, 2023 |
|
Doubtful accounts |
0.0 |
2.1 |
(31.1) |
|
Shares in non-consolidated companies |
0.0 |
(0.1) |
(24.6) |
|
Non-current financial assets |
0.0 |
11.7 |
(16.3) |
|
Other receivables |
0.0 |
1.3 |
(17.4) |
|
TOTAL |
0.0 |
14.9 |
(89.4) |
29.2 Financial instruments - fair value
hierarchy
The Group's 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.
Note 30 Hedging of currency and interest rate
risks
30.1 Transactions in foreign currencies and
derivatives
Transactions in foreign currencies are converted at the
exchange rate prevailing on the transaction date.
Receivables and payables are converted at the year-end
exchange rate. Resulting gains or losses are recorded in
the income statement as operating income or expenses for
operating receivables and payables, and under "Other
financial income and expenses" for other receivables and
payables.
FORVIA 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.
30.2 Hedging of currency risks
Currency risks relating to the commercial transactions
of the Group's subsidiaries are managed centrally by
FORVIA, except HELLA and its subsidiaries, using forward
purchase and sale contracts and options as well as foreign
currency financing. FORVIA manages the hedging of currency
risks on a central basis, through the Group Finance and
Treasury department, which reports to the Executive
Management. Hedging decisions are made by a Market Risk
Management Committee that meets on a monthly basis.
Currency risks relating to the commercial transactions
of the HELLA's subsidiaries, are managed centrally by
HELLA, using forward purchase and sale contracts and
options as well as foreign currency financing. HELLA
manages the hedging of currency risks on a central basis,
through the Treasury department, which reports to the
Executive Management.
Currency risks on forecasted transactions are hedged on
the basis of estimated cash flows determined when budgets
are prepared, validated by Executive 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 IFRS 9
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
Group's currency risk exposure and are therefore hedged
through foreign exchange swaps or financing in the
concerned currency.
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 expenses" together with
changes in the fair value of instruments used to hedge
other receivables and payables except for the changes in
the fair value of cash flow hedges which are recorded in
amounts to be potentially reclassified to profit or
loss.
The foreign exchange exposure of investments in equity
(in different currency than euro) is generally not hedged
using financial instruments. However, the Group has decided
to partially hedge its net investment in China. Foreign
exchange gains or losses related to these hedges directly
impact equity for the variance of the intrinsic value ;
variances of the time value are recorded under "Other
financial income and expenses"
2023
|
Currency exposure |
USD |
CZK |
CNY |
RUB |
|
(in € million) |
|
|
|
|
|
Trade receivables (net of payables) |
94.6 |
(111.3) |
159.2 |
2.5 |
|
Financial assets (net of liabilities)
* |
226.7 |
(1.8) |
(349.0) |
(27.6) |
|
Forecast transactions
** |
147.4 |
(139.4) |
41.5 |
0.5 |
| Net
position before hedging |
468.7 |
(252.4) |
(148.3) |
(24.6) |
|
Currency hedges |
(354.0) |
196.3 |
178.0 |
0.0 |
| Net
position after hedging |
114.7 |
(56.1) |
29.7 |
(24.6) |
|
Currency exposure |
GBP |
PLN |
MXN |
JPY |
|
(in € million) |
|
|
|
|
|
Trade receivables (net of payables) |
2.1 |
(21.4) |
(95.6) |
52.9 |
|
Financial assets (net of liabilities)
* |
(97.2) |
0.0 |
15.2 |
34.8 |
|
Forecast transactions
** |
(33.4) |
(92.0) |
(158.3) |
31.4 |
| Net
position before hedging |
(128.4) |
(113.4) |
(238.7) |
119.1 |
|
Currency hedges |
118.8 |
79.0 |
212.3 |
(211.2) |
| Net
position after hedging |
(9.6) |
(34.4) |
(26.4) |
(92.0) |
* Including inter-company financing.
** Commercial exposure anticipated over the next
six months.
2022
|
Currency exposure |
USD |
CZK |
CNY |
RUB |
|
(in € million) |
|
|
|
|
|
Trade receivables (net of payables) |
(11.1) |
(17.1) |
(32.5) |
6.7 |
|
Financial assets (net of liabilities)
* |
211.7 |
(0.4) |
(93.5) |
(33.5) |
|
Forecast transactions
** |
244.9 |
(207.0) |
147.7 |
5.6 |
| Net
position before hedging |
445.6 |
(224.5) |
21.8 |
(21.2) |
|
Currency hedges |
(325.3) |
159.5 |
4.0 |
0.0 |
| Net
position after hedging |
120.3 |
(65.0) |
25.8 |
(21.2) |
|
Currency exposure |
GBP |
PLN |
MXN |
JPY |
|
(in € million) |
|
|
|
|
|
Trade receivables (net of payables) |
(17.3) |
(21.0) |
0.0 |
44.2 |
|
Financial assets (net of liabilities)
* |
(65.9) |
0.0 |
(0.9) |
137.9 |
|
Forecast transactions
** |
(11.3) |
(68.6) |
(215.0) |
69.5 |
| Net
position before hedging |
(94.6) |
(89.6) |
(215.8) |
251.6 |
|
Currency hedges |
72.4 |
76.5 |
72.3 |
(225.9) |
| Net
position after hedging |
(22.1) |
(13.1) |
(143.5) |
25.7 |
* Including inter-company financing.
** Commercial exposure anticipated over the next
six months.
Hedging instruments are recognized in the balance sheet
at fair value. Fair value is determined based on
measurements confirmed by banking counterparties.
Information on hedged notional amounts
|
(in € million) |
Carrying amount |
|
12/31/2023 |
Assets |
Liabilities |
Notional amount
* |
| Fair
value hedges |
|
|
|
|
• Forward currency contracts |
0.0 |
(0.1) |
23.6 |
|
• Foreign currencies swaps |
4.6 |
(4.2) |
1,141.3 |
|
• Cross-currency swaps |
17.0 |
(1.5) |
137.1 |
| Cash
flow hedges |
|
|
|
|
• Forward currency contracts |
48.2 |
(10.0) |
1,871.9 |
|
• Currency option |
5.7 |
(0.9) |
372.8 |
|
• Cross-currency swaps |
0.0 |
(68.4) |
140.7 |
| Net
Investment Hedge |
|
|
|
|
• Forward currency contracts |
0.0 |
(0.5) |
195.8 |
| Not
eligible for hedge accounting |
0.0 |
0.0 |
8.8 |
|
|
75.5 |
(85.6) |
|
|
(in € million) |
Maturities |
|
12/31/2023 |
< 1 year |
1
to 5 years |
> 5 years |
| Fair
value hedges |
|
|
|
|
• Forward currency contracts |
23.6 |
0.0 |
0.0 |
|
• Foreign currencies swaps |
1,141.3 |
0.0 |
0.0 |
|
• Cross-currency swaps |
0.0 |
137.1 |
0.0 |
| Cash
flow hedges |
|
|
|
|
• Forward currency contracts |
1,730.8 |
141.1 |
0.0 |
|
• Currency option |
372.8 |
0.0 |
0.0 |
|
• Cross-currency swaps |
0.0 |
0.0 |
140.7 |
| Net
Investment Hedge |
|
|
|
|
• Forward currency contracts |
195.8 |
0.0 |
0.0 |
| Not
eligible for hedge accounting |
8.8 |
0.0 |
0.0 |
|
|
|
|
|
* Notional amounts based on absolute values.
|
(in € million) |
Carrying amount |
|
12/31/2022 |
Assets |
Liabilities |
Notional amount
* |
| Fair
value hedges |
|
|
|
|
• Forward currency contracts |
0.0 |
(0.1) |
4.0 |
|
• Inter-company loans in foreign currencies
swapped for euros |
4.2 |
(2.1) |
965.4 |
|
• Cross-currency swaps |
24.0 |
(63.0) |
396.2 |
| Cash
flow hedges |
|
|
|
|
• Forward currency contracts |
48.1 |
(16.3) |
1,693.6 |
|
• Currency option |
8.8 |
(0.9) |
376.2 |
| Not
eligible for hedge accounting |
0.0 |
(0.1) |
4.8 |
|
|
85.1 |
(82.5) |
|
|
(in € million) |
Maturities |
|
12/31/2022 |
< 1 year |
1
to 5 years |
> 5 years |
| Fair
value hedges |
|
|
|
|
• Forward currency contracts |
4.0 |
0.0 |
0.0 |
|
• Inter-company loans in foreign currencies
swapped for euros |
965.4 |
0.0 |
0.0 |
|
• Cross-currency swaps |
112.5 |
31.4 |
252.3 |
| Cash
flow hedges |
|
|
|
|
• Forward currency contracts |
1,554.5 |
139.1 |
0.0 |
|
• Currency option |
201.9 |
174.3 |
0.0 |
| Not
eligible for hedge accounting |
4.8 |
0.0 |
0.0 |
|
|
|
|
|
* Notional amounts based on absolute values.
The sensitivity of Group income and equity as of
December 31, 2023 to a fluctuation in exchange rates
against the euro is as follows for the main currencies to
which the Group is exposed:
|
Currency exposure |
USD |
CZK |
CNY |
RUB |
|
2023 |
1.11 |
24.72 |
7.85 |
99.19 |
|
Currency fluctuation scenario (depreciation of
currency/EUR) |
5.0% |
5.0% |
5.0% |
5.0% |
|
Exchange rate after currency depreciation |
1.16 |
25.96 |
8.24 |
104.15 |
|
Impact on pre-tax income (in € million) |
(7.5) |
5.7 |
(3.4) |
1.3 |
|
Impact on other comprehensive income (in €
million) |
12.9 |
(15.8) |
18.2 |
0.0 |
|
Currency exposure |
GBP |
PLN |
MXN |
JPY |
|
2023 |
0.87 |
4.34 |
18.72 |
156.33 |
|
Currency fluctuation scenario (depreciation of
currency/EUR) |
5.0% |
5.0% |
5.0% |
5.0% |
|
Exchange rate after currency depreciation |
0.91 |
4.56 |
19.66 |
164.15 |
|
Impact on pre-tax income (in € million) |
0.1 |
0.4 |
4.0 |
1.2 |
|
Impact on other comprehensive income (in €
million) |
(1.3) |
(3.4) |
(9.6) |
(4.1) |
These impacts reflect (i) the effect on the income
statement of currency fluctuations on the year-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.
30.3 Interest-rate hedges
FORVIA manages the hedging of interest rate risks on a
central basis. Such management is implemented through the
Group Finance and Treasury department, which reports to the
Executive Management. Hedging decisions are made by a
Market Risk Management Committee that meets on a monthly
basis.
HELLA manages the hedging of interest rate risks on a
central basis. Such management is implemented through the
Group Finance and Treasury department, which reports to the
Executive Management.
Changes in the fair value of interest rate hedges are
recorded directly in "Other financial income and expenses"
when the hedging relationship cannot be demonstrated under
IFRS 9, or where the Group has elected not to apply hedge
accounting principles.
The table below shows the Group's 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.
|
(in € million) |
Under 1 year |
|
2023 |
Fixed rate |
Variable Rate |
|
Financial assets |
|
4,282.7 |
|
Financial liabilities |
(613.2) |
(1,236.9) |
| Net
position before hedging |
(613.2) |
3,045.8 |
|
Interest rate hedges |
(137.0) |
137.0 |
| Net
position after hedging |
(750.2) |
3,182.8 |
|
(in € million) |
1 to 2 years |
2 to 5 years |
|
2023 |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
|
|
17.0 |
|
Financial liabilities |
(1,200.6) |
(190.0) |
(5,471.2) |
(1,469.7) |
| Net
position before hedging |
(1,200.6) |
(190.0) |
(5,471.2) |
(1,452.7) |
|
Interest rate hedges |
0.0 |
0.0 |
30.3 |
(30.3) |
| Net
position after hedging |
(1,200.6) |
(190.0) |
(5,440.9) |
(1,483.0) |
|
(in € million) |
More than 5 years |
Total |
|
2023 |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
0.1 |
|
4,299.8 |
|
Financial liabilities |
(1,105.5) |
0.0 |
(8,390.4) |
(2,896.6) |
| Net
position before hedging |
(1,105.5) |
0.1 |
(8,390.4) |
1,403.2 |
|
Interest rate hedges |
(225.0) |
225.0 |
(331.7) |
331.7 |
| Net
position after hedging |
(1,330.5) |
225.1 |
(8,722.1) |
1,734.9 |
|
(in € million) |
Under 1 year |
1 to 2 years |
2 to 5 years |
|
2022 |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
4,218.7 |
|
7.9 |
|
|
|
Financial liabilities |
(436.7) |
(1,706.2) |
(607.9) |
(855.0) |
(5,608.4) |
(494.7) |
| Net
position before hedging |
(436.7) |
2,512.5 |
(607.9) |
(847.1) |
(5,608.4) |
(494.7) |
|
Interest rate hedges |
(401.6) |
401.6 |
(137.0) |
137.0 |
31.4 |
(31.4) |
| Net
position after hedging |
(838.3) |
2,914.0 |
(744.9) |
(710.1) |
(5,577.0) |
(526.1) |
|
(in € million) |
More than 5 years |
Total |
|
2022 |
Fixed rate |
Variable Rate |
Fixed rate |
Variable Rate |
|
Financial assets |
|
15.2 |
|
4,241.8 |
|
Financial liabilities |
(1,950.6) |
(521.4) |
(8,603.6) |
(3,577.4) |
| Net
position before hedging |
(1,950.6) |
(506.2) |
(8,603.6) |
664.5 |
|
Interest rate hedges |
0.0 |
0.0 |
(507.2) |
507.2 |
| Net
position after hedging |
(1,950.6) |
(506.2) |
(9,110.7) |
1,171.6 |
Cross-currency swaps variable/fixed rate are included in
the above detailed position, but their value in the balance
sheet as well as the notional amounts are included in the
corresponding table for currency hedging instruments in
Note 30.2 and not in the interest rate hedging instruments
hereafter.
The main components of the fixed rate debt are the bonds
issued by Forvia SE and HELLA; EIB credit facility maturing
in 2029; a part of the Schuldscheindarlehen (see Note 26.3)
issued in December 2018 and in December 2021 ; HELLA
Bilaterals maturing in 2032 and 2033 (see note 26.3).
The majority of interest rate derivatives as of December
31, 2023 aim at hedging the variable part of the
Schuldscheindarlehen against an interest rate increase.
In December 2023, FORVIA has implemented a pre hedging
with rate swaps with delayed start, in order to hedge a
portion of the future issuance of debt. As of December 31
st, 2023, the nominal value of this pre hedge was €225
million, with a value booked in liabilities for €0.5
million.
The notional amounts of the Group's interest rate hedges
break down as follows:
|
(in € million) |
Carrying amount |
Notional amounts by maturity |
|
12/31/2023 |
Assets |
Liabilities |
< 1 year |
1
to 5 years |
> 5 years |
|
Interest rate options |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Variable rate/fixed rate swaps |
4.3 |
(0.6) |
137.0 |
225.0 |
0.0 |
|
Accrued premiums payable |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Swaption |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
|
4.3 |
(0.6) |
137.0 |
225.0 |
0.0 |
|
(in € million) |
Carrying amount |
Notional amounts by maturity |
|
12/31/2022 |
Assets |
Liabilities |
< 1 year |
1
to 5 years |
> 5 years |
|
Interest rate options |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Variable rate/fixed rate swaps |
12.5 |
0.0 |
350.0 |
137.0 |
0.0 |
|
Accrued premiums payable |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Swaption |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
|
12.5 |
0.0 |
350.0 |
137.0 |
0.0 |
A part of the Group borrowings being at variable rates
as stated in Note 26.4, a rise in short-term rates would
therefore have an impact on financial expense.
The sensitivity tests performed, assuming a 100 bp
increase in average interest rates compared to the rate
curve as of December 31, 2023 show that the effect on net
financial expense (before taxes) would not be significant,
taking into account the profile of the Group's borrowings
and derivatives in place as of December 31, 2023.
30.4 Counterpart risk on derivatives
FORVIA's 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. The consideration of
derivatives compensation agreements existing with
counterparts, is summarized as follows:
|
Financial assets as of December 31, 2023 |
(a) |
(b) |
(c) = (a) - (b) |
|
(in € million) |
Gross amount value (before compensation) |
Gross Amounts compensated (according to IAS 32) |
Net amounts presented in the balance sheet |
|
Derivatives |
88.1 |
0.0 |
88.1 |
|
Other financial instruments |
0.0 |
0.0 |
0.0 |
|
TOTAL |
88.1 |
0.0 |
88.1 |
|
Financial assets as of December 31, 2023 |
(d) Related amounts not set off in the
balance sheet (not fulfilling IAS 32 compensation
criteria) |
(e) = (c) - (d) |
|
(in € million) |
Financial instruments |
Collaterals received |
Net amount |
|
Derivatives |
6.5 |
0.0 |
81.6 |
|
Other financial instruments |
0.0 |
0.0 |
0.0 |
|
TOTAL |
6.5 |
0.0 |
81.6 |
|
Financial liabilities as of December 31, 2023 |
(a) |
(b) |
(c) = (a) - (b) |
|
(in € million) |
Gross amount value (before compensation) |
Gross Amounts compensated (according to IAS 32) |
Net amounts presented in the balance sheet |
|
Derivatives |
96.4 |
0.0 |
96.4 |
|
Other financial instruments |
0.0 |
0.0 |
0.0 |
|
TOTAL |
96.4 |
0.0 |
96.4 |
|
Financial liabilities as of December 31, 2023 |
(d) Related amounts not set off in the
balance sheet (not fulfilling IAS 32 compensation
criteria) |
(e) = (c) - (d) |
|
(in € million) |
Financial instruments |
Collaterals received |
Net amount |
|
Derivatives |
6.5 |
0.0 |
89.9 |
|
Other financial instruments |
0.0 |
0.0 |
0.0 |
|
TOTAL |
6.5 |
0.0 |
89.9 |
Note 31 Commitments given and contingent
liabilities
Commitments given
|
(in € million) |
12/31/2023 |
12/31/2022 |
|
Future minimum lease payments
(1) |
70.5 |
16.3 |
| Debt
collateral: |
|
|
|
• mortgages |
2.2 |
2.1 |
|
Other debt guarantees |
106.6 |
118.1 |
| Firm
orders for property, plant and equipment and
intangible assets |
353.1 |
422.9 |
|
Other |
4.0 |
1.0 |
|
TOTAL
(2) |
536.4 |
560.4 |
(1) Commitments on future lease payments are
considering for 2023 only obligations not reflected in the
lease liability, such as payments on contracts
corresponding to exemption criteria allowed by IFRS 16 and
considered by the Group as well as future payments on
signed contracts which execution has not yet started.
(2) Of which respectively €12.2 million of
commitments as at December 2022 for discountinued
activities (mainly firm orders for assets).
Future minimum lease payments break down as follows:
|
(in € million) |
2023 |
2022 |
|
N+1 |
22.4 |
9.2 |
|
N+2 |
11.3 |
2.8 |
|
N+3 |
10.7 |
1.3 |
|
N+4 |
6.9 |
1.3 |
| N+5
and above |
19.1 |
1.7 |
|
TOTAL |
70.5 |
16.3 |
Expiry dates of mortgages and guarantees:
|
(in € million) |
2023 |
|
• less than a year |
80.7 |
|
• 1 to 5 years |
5.6 |
|
• more than 5 years |
22.5 |
|
TOTAL |
108.8 |
Note 32 Related party transactions
Transactions with consolidated entities are eliminated
by the consolidation process. FORVIA's business relations
with non-consolidated or Equity consolidated entities are
considered as non-significant.
Note 33 Management compensation
Total compensation for 2023 awarded to the members of
the Board of Directors and the Group Executive Committee
serving in this capacity as at December 31, 2023 amounted
to €17,382,859 including directors' fees of
€703,571 compared with the 2022 figures of
€13,837,012 and €885,045 respectively.
Note 34 Fees paid to the Statutory Auditors
|
|
EY |
|
|
Amount (excl. VAT) |
% |
|
(in € million) |
2023 |
2022 |
2023 |
2022 |
|
AUDIT |
|
|
|
|
|
Statutory and contractual audits |
|
|
|
|
|
Issuer |
1.3 |
2.8 |
22.8% |
35.9% |
|
Fully consolidated companies |
3.8 |
4.2 |
66.7% |
53.8% |
| SUB
TOTAL |
5.1 |
7.0 |
89.5% |
89.8% |
|
Other services |
|
|
|
|
|
Issuer |
0.4 |
0.5 |
7.0% |
6.4% |
|
Fully consolidated companies |
0.2 |
0.3 |
3.5% |
3.8% |
| SUB
TOTAL |
0.6 |
0.8 |
10.5% |
10.2% |
|
TOTAL |
5.7 |
7.8 |
100.0% |
100.0% |
|
|
Mazars |
|
|
Amount (excl. VAT) |
% |
|
(in € million) |
2023 |
2022 |
2023 |
2022 |
|
AUDIT |
|
|
|
|
|
Statutory and contractual audits |
|
|
|
|
|
Issuer |
1.2 |
1.7 |
14.6% |
26.1% |
|
Fully consolidated companies |
6.7 |
4.5 |
82.9% |
68.0% |
| SUB
TOTAL |
7.9 |
6.2 |
97.5% |
94.1% |
|
Other services |
|
|
|
|
|
Issuer |
0.2 |
0.3 |
2.5% |
4.6% |
|
Fully consolidated companies |
0.0 |
0.1 |
0.0% |
1.4% |
| SUB
TOTAL |
0.2 |
0.4 |
2.5% |
5.9% |
|
TOTAL |
8.1 |
6.6 |
100.0% |
100.0% |
Other services provided by EY to the Company and its
subsidiaries mainly relate to issuance of statements as
independent auditors, contractual audit reports, procedures
in connection with divestment projects, consultations and
comfort letters in connection with a financing
operation.
Other services provided by Mazars to the Company and its
subsidiaries mainly relate to issuance of statements as
independent auditors, verification of the non-financial
statement included in management report, contractual audit
reports, procedures in connection with divestment projects,
consultations and comfort letters in connection with a
financing operation.
Note 35 Dividends
The Board of Directors has decided to propose to the
next Annual Shareholders' Meeting a dividend of €0.50
per share.
List of consolidated companies as of December 31,
2023
|
|
Country |
Interest of (%) |
Stake (%)
(1) |
| I -
FULLY CONSOLIDATED COMPANIES |
|
|
|
|
FORVIA S.E. |
France |
Holding |
Holding |
|
South Africa |
|
|
|
|
Faurecia Interior Systems South Africa (Pty),
Ltd |
South Africa |
100 |
100 |
|
Faurecia Interior Systems Pretoria (Pty), Ltd |
South Africa |
100 |
100 |
|
Faurecia Emission Control Technologies South Africa
(CapeTown) (Pty), Ltd |
South Africa |
100 |
100 |
|
HELLA Automotive South Africa (Pty) Ltd |
South Africa |
81.59 |
100 |
|
Germany |
|
|
|
|
Faurecia Autositze GmbH
(a) |
Germany |
100 |
100 |
|
Faurecia Automobiltechnik GmbH
(a) (b) |
Germany |
100 |
100 |
|
Faurecia Automotive GmbH
(a) (b) |
Germany |
100 |
100 |
|
Faurecia Innenraum Systeme GmbH
(a) |
Germany |
100 |
100 |
|
Faurecia Emissions Control Technologies, Germany GmbH
(a) |
Germany |
100 |
100 |
| Hug
Engineering GmbH
(a) |
Germany |
100 |
100 |
|
Clarion Europa GmbH |
Germany |
100 |
100 |
|
FORVIA Germany GmbH
(a) (b) |
Germany |
100 |
100 |
|
HELLA GmbH & Co. KGaA |
Germany |
81.59 |
100 |
|
HELLA Innenleuchten-Systeme GmbH |
Germany |
81.59 |
100 |
|
HELLA Fahrzeugkomponenten GmbH |
Germany |
81.59 |
100 |
| HFK
Liegenschaftsgesellschaft mbH |
Germany |
81.59 |
100 |
|
HELLA Aglaia Mobile Vision GmbH |
Germany |
81.59 |
100 |
|
HELLA Distribution GmbH |
Germany |
81.59 |
100 |
| RP
Finanz GmbH |
Germany |
81.59 |
100 |
|
Docter Optics S.E. |
Germany |
81.59 |
100 |
|
Docter Optics Components GmbH |
Germany |
81.59 |
100 |
|
HELLA Werkzeug Technologiezentrum GmbH |
Germany |
81.59 |
100 |
|
HELLA Corporate Center GmbH |
Germany |
81.59 |
100 |
|
HELLA Gutmann Holding GmbH |
Germany |
81.59 |
100 |
|
HELLA Gutmann Solutions GmbH |
Germany |
81.59 |
100 |
|
HELLA Gutmann Anlagenvermietung GmbH |
Germany |
81.59 |
100 |
|
TecMotive GmbH |
Germany |
81.59 |
100 |
|
HELLA Geschaftsfuhrungsgesellschaft GmbH |
Germany |
81.59 |
100 |
|
HELLA Holding International GmbH |
Germany |
81.59 |
100 |
|
Faurecia Hydrogen Solutions Germany |
Germany |
100 |
100 |
|
Argentina |
|
|
|
|
Faurecia Sistemas De Escape Argentina S.A. |
Argentina |
100 |
100 |
|
Faurecia Argentina S.A. |
Argentina |
100 |
100 |
|
Australia |
|
|
|
|
HELLA Asia Pacific Pty Ltd |
Australia |
81.59 |
100 |
|
HELLA Australia Pty Ltd |
Australia |
81.59 |
100 |
|
HELLA Asia Pacific Holdings Pty Ltd |
Australia |
81.59 |
100 |
|
Austria |
|
|
|
|
HELLA Handel Austria GmbH |
Austria |
81.59 |
100 |
|
HELLA Fahrzeugteile Austria GmbH |
Austria |
81.59 |
100 |
|
Belgium |
|
|
|
|
Faurecia Automotive Belgium |
Belgium |
100 |
100 |
|
Brazil |
|
|
|
|
Faurecia Automotive do Brasil, Ltda |
Brazil |
100 |
100 |
| FMM
Pernambuco Componentes Automotivos, Ltda |
Brazil |
51 |
100 |
|
HELLA do Brazil Automotive Ltda. |
Brazil |
81.59 |
100 |
|
Canada |
|
|
|
|
Faurecia Emissions Control Technologies Canada,
Ltd |
Canada |
100 |
100 |
|
Irystec Software Inc. |
Canada |
100 |
100 |
|
China |
|
|
|
|
Faurecia Exhaust Systems Changchun Co., Ltd |
China |
51 |
100 |
|
Changchun Faurecia Xuyang Automotive Seat Co.,
Ltd |
China |
60 |
100 |
|
Faurecia - GSK (Wuhan) Automotive Seating Co.,
Ltd |
China |
51 |
100 |
|
Faurecia (Wuxi) Seating Components Co., Ltd |
China |
100 |
100 |
|
Faurecia Tongda Exhaust Systems Wuhan Co., Ltd |
China |
50 |
100 |
|
Faurecia Honghu Exhaust Systems Shanghai, Co.,
Ltd |
China |
66 |
100 |
|
Faurecia (Changchun) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia Emissions Control Technologies Development
(Shanghai) Co., Ltd |
China |
100 |
100 |
|
Faurecia (Shanghai) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia (Qingdao) Exhaust Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia (China) Holding Co., Ltd |
China |
100 |
100 |
|
Faurecia (Guangzhou) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia Emissions Control Technologies (Chongqing)
Co., Ltd |
China |
72.5 |
100 |
|
Faurecia Emissions Control Technologies (Yantai) Co.,
Ltd |
China |
100 |
100 |
|
Faurecia (Chengdu) Emissions Control Technologies
Co., Ltd |
China |
51 |
100 |
|
Faurecia (Nanjing) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia (Shenyang) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia (Wuhan) Automotive Components Systems Co.,
Ltd |
China |
100 |
100 |
|
Changchun Faurecia Xuyang Interior Systems Co.,
Ltd |
China |
60 |
100 |
|
Chengdu Faurecia Limin Automotive Systems Co.,
Ltd |
China |
100 |
100 |
|
Faurecia (Yancheng) Automotive Systems Co., Ltd |
China |
100 |
100 |
| CSM
Faurecia Automotive Parts Co., Ltd |
China |
50 |
100 |
|
Faurecia NHK (Xiangyang) Automotive Seating Co.,
Ltd |
China |
51 |
100 |
|
Faurecia Emissions Control Technologies (Beijing)
Co., Ltd |
China |
100 |
100 |
|
Faurecia Emissions Control Technologies (Nanchang)
Co., Ltd |
China |
51 |
100 |
|
Faurecia Emissions Control Technologies (Ningbo) Co.,
Ltd |
China |
100 |
100 |
|
Faurecia Emissions Control Technologies (Foshan) Co.,
Ltd |
China |
51 |
100 |
|
Foshan Faurecia Xuyang Interior Systems Co., Ltd |
China |
60 |
100 |
|
Faurecia PowerGreen Emissions Control Technologies
(Shanghai) Co., Ltd |
China |
100 |
100 |
|
Shanghai Faurecia Automotive Seating Co., Ltd |
China |
55 |
100 |
|
Changsha Faurecia Emissions Control Technologies Co.,
Ltd |
China |
100 |
100 |
|
Dongfeng Faurecia Automotive Interior Co., Ltd |
China |
50 |
100 |
|
Borgward Faurecia (Tianjin) Auto Systems Co.,
Ltd |
China |
51 |
100 |
|
Faurecia Exhaust Systems (Shanghai) Co., Ltd |
China |
100 |
100 |
|
Faurecia (Jimo) Emissions Control Technologies Co.,
Ltd |
China |
100 |
100 |
|
Faurecia (Tianjin) Emission Control Technologies Co.,
Ltd |
China |
51 |
100 |
|
Faurecia Yinlun (Weifang) Emission Control
Technologies Co., Ltd |
China |
52 |
100 |
|
Tianjin Faurecia Xuyang Automotive System Co.,
Ltd |
China |
60 |
100 |
|
Dongfeng Faurecia Emissions Control Technologies Co.,
Ltd |
China |
50 |
100 |
|
Faurecia (Changshu) Automotive System Co., Ltd |
China |
60 |
100 |
|
Faurecia (Liuzhou) Automotive Seating Co., Ltd |
China |
50 |
100 |
|
Faurecia Clarion Electronic Fengcheng Co., Ltd |
China |
100 |
100 |
|
Shenzhen Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
|
Faurecia (Hangzhou) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia (Liuzhou) Automotive Interior Systems Co.,
Ltd |
China |
50 |
100 |
|
Faurecia Clarion Electronic Foshan Co., Ltd |
China |
100 |
100 |
|
Faurecia Chongqing Zhuotong Automotive Interior
Systems Co., Ltd |
China |
50 |
100 |
|
Shanghai Faurecia Automotive Seating component Co.,
Ltd |
China |
55 |
100 |
| HUG
Engineering Shanghai Co., Ltd |
China |
100 |
100 |
|
Faurecia Clarion Electronics (Dongguan) Co. Ltd |
China |
100 |
100 |
|
Faurecia Clarion Electronics (Xiamen) Co. Ltd |
China |
100 |
100 |
|
Chengdu Faurecia Xuyang Automotive Seat Co., Ltd |
China |
60 |
100 |
|
Zhejiang Faurecia Interior & Exterior Systems
Co., Ltd |
China |
100 |
100 |
|
Faurecia Clarion Electronic Chongqing Ltd |
China |
100 |
100 |
|
Changchun Faurecia Xuyang Display Technology Co.,
Ltd |
China |
100 |
100 |
|
Nanjing Faurecia Emission Control Technology Co.,
Ltd |
China |
66 |
100 |
|
Faurecia (Shanghai) Automotive Component Co.Ltd |
China |
100 |
100 |
|
Faurecia (Jiaxing) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
Faurecia CLD Safety Technology (Shenyang) Co.,
Ltd |
China |
100 |
100 |
|
Faurecia Clarion (Wuhan) |
China |
100 |
100 |
|
Faurecia (Tianjin) Automotive Systems Co., Ltd |
China |
100 |
100 |
|
HELLA Shanghai Electronics Co., Ltd |
China |
81.59 |
100 |
|
HELLA Changchun Tooling Co., Ltd |
China |
81.59 |
100 |
|
HELLA Corporate Center (China) Co., Ltd |
China |
81.59 |
100 |
|
Changchun HELLA Automotive Lighting Ltd |
China |
81.59 |
100 |
|
Beifang HELLA Automotive Lighting Ltd |
China |
81.59 |
100 |
|
HELLA Trading (Shanghai) Co., Ltd |
China |
81.59 |
100 |
|
HELLA China Holding Co., Ltd. |
China |
81.59 |
100 |
|
HELLA (Xiamen) Electronic Device Co., Ltd |
China |
81.59 |
100 |
|
Jiaxing HELLA Lighting Co., Ltd |
China |
81.59 |
100 |
| Xian
Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
|
Changzhou Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
|
Changchun FAWSN Faurecia Cockpit of Future System
Co., Ltd |
China |
50 |
100 |
|
Faurecia (Jiaxing) Automotive Seating Co., Ltd |
China |
100 |
100 |
|
Faurecia Hydrogen Solutions China |
China |
100 |
100 |
|
Zhengzhou Faurecia Automotive Parts Co., Ltd |
China |
70 |
100 |
|
JinHua LEAP Faurecia Automotive Parts Co., Ltd |
China |
51 |
100 |
|
Faurecia (Shanghai) Automotive Interior Systems Co.
Ltd |
China |
100 |
100 |
|
Faurecia Clarion Electronics Asia Pacific
Limited |
China |
100 |
100 |
|
Chang Ming Co., Ltd |
China |
100 |
100 |
|
Clarion (H.K.) Industries Co., Ltd |
China |
100 |
100 |
|
China Taiwan |
|
|
|
|
Covatech Inc. |
China Taiwan |
100 |
100 |
|
Clarion (Taiwan) Manufacturing Co., Ltd |
China Taiwan |
100 |
100 |
|
South Korea |
|
|
|
|
Faurecia Korea, Ltd |
South Korea |
100 |
100 |
| FCM
Yeongcheon |
South Korea |
100 |
100 |
| FAS
Yeongcheon |
South Korea |
100 |
100 |
|
Docter Optics Asia Ltd |
South Korea |
81.59 |
100 |
|
HELLA Korea Inc. |
South Korea |
81.59 |
100 |
|
Faurecia Hydrogen Solutions Korea |
South Korea |
100 |
100 |
|
Denmark |
|
|
|
|
AMMINEX Emissions Technology AS |
Denmark |
100 |
100 |
|
HELLA Gutmann Solutions A/S |
Denmark |
81.59 |
100 |
|
HELLA A/S |
Denmark |
81.59 |
100 |
|
United Arab Emirates |
|
|
|
|
HELLA Middle East FZE |
United Arab Emirates |
81.59 |
100 |
|
HELLA Middle East LLC |
United Arab Emirates |
39.98 |
100 |
|
Spain |
|
|
|
|
Asientos de Castilla Leon, S.A. |
Spain |
100 |
100 |
|
Asientos del Norte, S.A. |
Spain |
100 |
100 |
|
Faurecia Asientos Para Automovil Espana, S.A. |
Spain |
100 |
100 |
|
Faurecia Sistemas De Escape Espana, S.A. |
Spain |
100 |
100 |
|
Tecnoconfort |
Spain |
50 |
100 |
|
Asientos de Galicia, S.L. |
Spain |
100 |
100 |
|
Faurecia Automotive Espana, S.L. |
Spain |
100 |
100 |
|
Faurecia Interior System Espana, S.A. |
Spain |
100 |
100 |
|
Faurecia Interior System SALC Espana, S.L. |
Spain |
100 |
100 |
|
Valencia Modulos de Puertas, S.L. |
Spain |
100 |
100 |
|
Faurecia Emissions Control Technologies, Pamplona,
S.L. |
Spain |
100 |
100 |
|
Incalplas, S.L. |
Spain |
100 |
100 |
|
Faurecia Holding España S.L. |
Spain |
100 |
100 |
|
HELLA Espana Holdings S. L. |
Spain |
81.59 |
100 |
|
Manufacturas y Accesorios Electricos S.A. |
Spain |
81.59 |
100 |
|
HELLA S.A. |
Spain |
81.59 |
100 |
|
United States |
|
|
|
|
Faurecia Emissions Control Systems NA, LLC |
United States |
100 |
100 |
|
Faurecia Automotive Seating, LLC |
United States |
100 |
100 |
|
Faurecia USA Holdings, Inc. |
United States |
100 |
100 |
|
Faurecia Emissions Control Technologies, USA,
LLC |
United States |
100 |
100 |
|
Faurecia Interior Systems, Inc. |
United States |
100 |
100 |
|
Faurecia Madison Automotive Seating, Inc. |
United States |
100 |
100 |
|
Faurecia Interiors Louisville, LLC |
United States |
100 |
100 |
|
Faurecia Interior Systems Saline, LLC |
United States |
100 |
100 |
|
Faurecia Mexico Holdings, LLC |
United States |
100 |
100 |
| FNK
North America, Inc. |
United States |
100 |
100 |
|
Faurecia North America, Inc. |
United States |
100 |
100 |
| Hug
Engineering Inc. |
United States |
100 |
100 |
|
Clarion Corporation of America |
United States |
100 |
100 |
|
Docter Optics Inc. |
United States |
81.59 |
100 |
|
HELLA Corporate Center USA, Inc. |
United States |
81.59 |
100 |
|
HELLA Electronics Corporation |
United States |
81.59 |
100 |
|
HELLA Automotive Sales, Inc. |
United States |
81.59 |
100 |
|
HELLA Ventures, LLC |
United States |
81.59 |
100 |
|
Faurecia Hydrogen Solutions North America |
United States |
100 |
100 |
|
France |
|
|
|
|
Faurecia Sieges d'automobile |
France |
100 |
100 |
|
Faurecia Industries |
France |
100 |
100 |
| ECSA
- Études Et Construction de Sièges pour
I'Automobile |
France |
100 |
100 |
|
Siedoubs |
France |
100 |
100 |
|
Siemar |
France |
100 |
100 |
|
Faurecia Seating Flers |
France |
100 |
100 |
|
Faurecia Investments |
France |
100 |
100 |
|
Trecia |
France |
100 |
100 |
|
Faurecia Automotive Holdinas |
France |
100 |
100 |
|
Faurecia Intérieur Industrie |
France |
100 |
100 |
|
Faurecia Systemes d'Echappement |
France |
100 |
100 |
|
Faurecia Services Groupe |
France |
100 |
100 |
|
Faurecia Exhaust International |
France |
100 |
100 |
|
Faurecia Exhaust Russia Holding |
France |
100 |
100 |
|
MATERI'ACT |
France |
100 |
100 |
|
Faurecia Hydrogen Solutions |
France |
100 |
100 |
|
Faurecia Ventures |
France |
100 |
100 |
|
Faurecia Automotive Composites |
France |
100 |
100 |
|
Hambach Automotive Exteriors |
France |
100 |
100 |
|
Hennape Six |
France |
100 |
100 |
|
Faurecia Clarion Electronics Europe S.A.S. |
France |
100 |
100 |
|
Clarion Europe S.A.S |
France |
100 |
100 |
|
Faurecia Hydrogen Solutions France |
France |
100 |
100 |
|
HELLA S.A.S. |
France |
81.59 |
100 |
|
HELLA Engineering France S.A.S. |
France |
81.59 |
100 |
| FH
Services S.A.S. |
France |
95.4 |
100 |
|
Great Britain |
|
|
|
|
Faurecia Automotive Seating UK, Ltd |
Great Britain |
100 |
100 |
|
Faurecia Midlands, Ltd |
Great Britain |
100 |
100 |
| SAI
Automotive Fradley, Ltd |
Great Britain |
100 |
100 |
| SAI
Automotive Washington, Ltd |
Great Britain |
100 |
100 |
|
Faurecia Emissions Control Technologies UK, Ltd |
Great Britain |
100 |
100 |
|
Design LED Products, Ltd |
Great Britain |
100 |
100 |
|
HELLA UK Holdings Limited |
Great Britain |
81.59 |
100 |
|
HELLA Limited |
Great Britain |
81.59 |
100 |
|
Hungary |
|
|
|
|
Faurecia Emissions Control Technologies, Hungary
Kft |
Hungary |
100 |
100 |
|
Clarion Hungary Electronics Kft. |
Hungary |
100 |
100 |
|
HELLA Hungaria Kft. |
Hungary |
81.59 |
100 |
|
India |
|
|
|
|
Faurecia Automotive Seating India Private, Ltd |
India |
100 |
100 |
|
Faurecia Emissions Control Technologies India
Private, Ltd |
India |
74 |
100 |
|
Faurecia Interior Systems India Private, Ltd |
India |
100 |
100 |
|
Clarion India Pvt, Ltd |
India |
100 |
100 |
|
HELLA India Automotive Private Limited |
India |
81.59 |
100 |
|
HELLA Emobionics Pvt Ltd |
India |
81.59 |
100 |
|
HELLA India Lighting Ltd |
India |
69.5 |
100 |
|
Indonesia |
|
|
|
| PT
Faurecia Clean Mobility Indonesia |
Indonesia |
100 |
100 |
|
Israel |
|
|
|
|
Faurecia Security Technologies |
Israel |
100 |
100 |
|
Italy |
|
|
|
|
Faurecia Emissions Control Technologies, Italy
SRL |
Italy |
100 |
100 |
| Hug
Engineering Italia S.r.l. |
Italy |
100 |
100 |
|
HELLA S.p.A. |
Italy |
81.59 |
100 |
|
Japan |
|
|
|
|
Faurecia Japan K.K. |
Japan |
100 |
100 |
|
Faurecia Howa Interiors Co., Ltd |
Japan |
50 |
100 |
|
Faurecia Clarion Electronics Co., Ltd |
Japan |
100 |
100 |
|
Clarion Lifecycle Solutions Co., Ltd |
Japan |
100 |
100 |
|
Lithuania |
|
|
|
| UAB
HELLA Lithuania |
Lithuania |
81.59 |
100 |
|
Luxembourg |
|
|
|
|
FORVIA Ré |
Luxembourg |
100 |
100 |
|
Morocco |
|
|
|
|
Faurecia Equipements Automobiles Maroc |
Morocco |
100 |
100 |
|
Faurecia Automotive Systems Technologies |
Morocco |
100 |
100 |
|
Faurecia Automotive Industries Morocco SARL |
Morocco |
100 |
100 |
|
Mexico |
|
|
|
|
Faurecia Sistemas Automotrices de Mexico, SRL de
C.V. |
Mexico |
100 |
100 |
|
Servicios Corporativos de Personal Especializado,
S.A. de C.V. |
Mexico |
100 |
100 |
|
Faurecia Howa Interior Mexico, S.A. de C.V. |
Mexico |
51 |
100 |
|
Electronica Clarion, S.A. de C.V. |
Mexico |
100 |
100 |
|
HELLA Centro Corporativo Mexico S.A. de C.V. |
Mexico |
81.59 |
100 |
|
HELLA Automotive Mexico S.A. de C.V. |
Mexico |
81.59 |
100 |
|
HELLAmex S.A. de C.V. |
Mexico |
81.59 |
100 |
|
Norway |
|
|
|
|
HELLA Gutmann Solutions AS |
Norway |
81.59 |
100 |
| New
Zealand |
|
|
|
|
HELLA-New Zealand Limited |
New
Zealand |
81.59 |
100 |
|
Netherlands |
|
|
|
| ET
Dutch Holdings B.V. |
Netherlands |
100 |
100 |
| Hug
Engineering B.V. |
Netherlands |
100 |
100 |
|
HELLA Benelux B.V. |
Netherlands |
81.59 |
100 |
|
Poland |
|
|
|
|
Faurecia Automotive Polska S.A. |
Poland |
100 |
100 |
|
Faurecia Walbrzych S.A. |
Poland |
100 |
100 |
|
Faurecia Grojec R&D Center S.A. |
Poland |
100 |
100 |
|
Faurecia Gorzow S.A. |
Poland |
100 |
100 |
|
Faurecia Legnica Decoration S.A |
Poland |
100 |
100 |
|
HELLA Polska Sp. z o.o. |
Poland |
81.59 |
100 |
|
Portugal |
|
|
|
|
Faurecia - Assentos de Automovel, Lda |
Portugal |
100 |
100 |
|
SASAL |
Portugal |
100 |
100 |
|
Faurecia -Slstemas De Escape Portugal, Lda |
Portugal |
100 |
100 |
| EDA
- Estofagem de Assentos, Lda |
Portugal |
100 |
100 |
|
Faurecia Sistemas de Interior de Portugal,
Componentes Para Automoveis S.A. |
Portugal |
100 |
100 |
|
Czech Republic |
|
|
|
|
Faurecia Exhaust Systems, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Automotive Czech Republic, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Interior Systems Bohemia, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Components Pisek, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Interiors Pardubice, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Emissions Control Technologies Mlada
Boleslav, S.R.O. |
Czech Republic |
100 |
100 |
|
Faurecia Plzen |
Czech Republic |
100 |
100 |
|
Docter Optics s.r.o. |
Czech Republic |
81.59 |
100 |
|
HELLA Autotechnik Nova s.r.o. |
Czech Republic |
81.59 |
100 |
|
Romania |
|
|
|
|
Faurecia Romania S.R.L. |
Romania |
100 |
100 |
| Euro
Auto Plastic Systems S.R.L. |
Romania |
50 |
100 |
|
HELLA Romania s.r.l. |
Romania |
81.59 |
100 |
|
Russia |
|
|
|
| OOO
Faurecia Interior Luga |
Russia |
100 |
100 |
| OOO
Faurecia Automotive Development |
Russia |
100 |
100 |
|
HELLA OOO |
Russia |
81.59 |
100 |
|
Singapore |
|
|
|
|
HELLA Asia Singapore Pte. Ltd |
Singapore |
81.59 |
100 |
|
Slovakia |
|
|
|
|
Faurecia Automotive Slovakia SRO |
Slovakia |
100 |
100 |
|
HELLA Innenleuchten-Systeme Bratislava, s.r.o. |
Slovakia |
81.59 |
100 |
|
HELLA Slovakia Holding s.r.o. |
Slovakia |
81.59 |
100 |
|
HELLA Slovakia Signal-Lighting s.r.o. |
Slovakia |
81.59 |
100 |
|
Slovenia |
|
|
|
|
HELLA Saturnus Slovenija d.o.o. |
Slovenia |
81.59 |
100 |
|
Sweden |
|
|
|
|
Faurecia Interior Systems Sweden AB |
Sweden |
100 |
100 |
|
Faurecia CREO |
Sweden |
100 |
100 |
|
Switzerland |
|
|
|
| Hug
Engineering AG |
Switzerland |
100 |
100 |
|
Faurecia Switzerland Sàrl |
Switzerland |
100 |
100 |
|
Faurecia Switzerland Group AG |
Switzerland |
100 |
100 |
|
Thailand |
|
|
|
|
Faurecia Interior Systems (Thailand) Co., Ltd |
Thailand |
100 |
100 |
|
Faurecia Emissions Control Technologies, Thailand
Co., Ltd |
Thailand |
100 |
100 |
|
Faurecia & Summit Interior Systems (Thailand)
Co., Ltd |
Thailand |
50 |
100 |
|
Clarion Asia (Thailand) Co., Ltd |
Thailand |
100 |
100 |
|
Rayong Faurecia Automotive Parts Co. Ltd |
Thailand |
70 |
100 |
|
Tunisia |
|
|
|
|
Société Tunisienne D'Equipements
d'Automobile |
Tunisia |
100 |
100 |
|
Faurecia Informatique Tunisie |
Tunisia |
100 |
100 |
|
Turkiye |
|
|
|
|
Faurecia Polifleks Otomotiv Sanayi Ve Ticaret Anonim
Sirketi |
Türkiye |
100 |
100 |
|
Intermobil Otomotiv Mumessillik Ve Ticaret A.S. |
Türkiye |
45.69 |
100 |
|
Uruguay |
|
|
|
|
Faurecia Automotive Del Uruguay, S.A. |
Uruguay |
100 |
100 |
|
Vietnam |
|
|
|
|
Faurecia Vietnam Haiphong |
Vietnam |
100 |
100 |
|
HELLA Vietnam Company Limited |
Vietnam |
81.59 |
100 |
| II -
COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD |
|
|
|
|
Germany |
|
|
|
|
Behr-HELLA Thermocontrol GmbH |
Germany |
40.8 |
40.8 |
|
InnoSenT GmbH |
Germany |
40.8 |
40.8 |
|
China |
|
|
|
|
Changchun Xuyang Faurecia Acoustics & Soft Trim
Co., Ltd |
China |
40 |
40 |
|
Jinan Jidao Auto Parts Co., Ltd |
China |
50 |
50 |
|
Changchun Faurecia Xuyang Automotive Components
Technologies R&D Co., Ltd |
China |
45 |
45 |
|
Dongfeng Faurecia (Wuhan) Automotive Parts Sales Co.,
Ltd |
China |
50 |
50 |
|
Qinhuangdao WKW-FAD Automotive Interior Parts Co.,
Ltd |
China |
50 |
50 |
|
Dongfeng Faurecia (Xiangyang) Emissions Systems Co.,
Ltd |
China |
50 |
50 |
|
Faurecia Liuzhou Automotive Seating Sales Co.,
Ltd |
China |
50 |
50 |
|
Chongqing Guangneng Faurecia Interior Systems Co.,
Ltd |
China |
50 |
50 |
|
Faurecia (Liuzhou) Emissions Control Technologies
Co., Ltd |
China |
50 |
50 |
|
Wuhan Clarion Kotei Software Technology Co., Ltd |
China |
25 |
25 |
|
Beijing BAIC Faurecia Automotive Systems Co.,
Ltd |
China |
50 |
50 |
|
Kaishi Faurecia Aftertreatment Control Technologies
Co., Ltd |
China |
35 |
35 |
|
Changchun HELLA Faway Automotive Lighting Co.,
Ltd |
China |
39.98 |
39.98 |
|
Beijing HELLA BHAP Automotive Lighting Co., Ltd |
China |
40.8 |
40.8 |
|
HELLA BHAP (Sanhe) Automotive Lighting Co., Ltd |
China |
40.8 |
40.8 |
|
HELLA BHAP (Tianjin) Automotive Lighting Co.,
Ltd |
China |
40.8 |
40.8 |
|
HELLA BHAP Electronics (Jiangsu) Co., Ltd |
China |
40.8 |
40.8 |
|
HELLA Evergrande Electronics (Shenzhen) Co., Ltd |
China |
39.98 |
39.98 |
|
HELLA MINTH Jiaxing Automotive Parts Co., Ltd |
China |
40.8 |
40.8 |
|
HELLA Evergrande Electronics (Yangzhou) Co., Ltd |
China |
39.98 |
39.98 |
|
Faway Hainuo Automotive Technology (Changzhou) Co.,
Ltd |
China |
24.39 |
24.39 |
|
Beijing SamLip Automotive Lighting Ltd |
China |
19.99 |
19.99 |
|
HELLA Faway Automotive Lighting (Tianjin) Co.,
Ltd |
China |
39.98 |
39.98 |
|
Spain |
|
|
|
|
Componentes de Vehiculos de Galicia, S.A. |
Spain |
50 |
50 |
| Copo
Iberica, S.A. |
Spain |
50 |
50 |
|
United States |
|
|
|
|
Total Network Manufacturing LLC |
United States |
49 |
49 |
|
France |
|
|
|
|
Automotive Performance Materials (APM) |
France |
50 |
50 |
|
Symbio |
France |
33.33 |
33.33 |
|
India |
|
|
|
| NHK
F. Krishna India Automotive Seating Private, Ltd |
India |
19 |
19 |
|
Basis Mold India Private Limited |
India |
38 |
38 |
|
Italy |
|
|
|
|
Ligneos Srl |
Italy |
50 |
50 |
|
Japan |
|
|
|
|
Faurecia - NHK Co., Ltd |
Japan |
50 |
50 |
|
Malaysia |
|
|
|
|
Clarion (Malaysia) Sdn. Bhd. |
Malaysia |
45 |
45 |
|
Mexico |
|
|
|
| GMD
Stamping Mexico S.A. de C.V. |
Mexico |
49 |
49 |
|
Portugal |
|
|
|
|
Vanpro Assentos, Lda |
Portugal |
50 |
50 |
|
Faurecia Aptoide Automotive, Lda |
Portugal |
50 |
50 |
|
Türkiye |
|
|
|
|
Teknik Malzeme Ticaret Ve Sanayi AS |
Türkiye |
50 |
50 |
(1) Cumulated percentages of interest for fully
consolidated companies.
(a) Application of Section 264 (3) HGB (German
Commercial Code).
(b) Application of Section 291 (1) HGB (German
Commercial Code).
3. Statutory auditors' report on the consolidated
financial statements
For the year ended December 31, 2023
This is a translation into English of the statutory
auditors' report on the consolidated financial statements
of the Company issued in French and it is provided solely
for the convenience of English-speaking users.
This statutory auditors' report includes information
required by European regulations and French law, such as
information about the appointment of the statutory auditors
or verification of the information concerning the Group
presented in the management report and other documents
provided to shareholders.
This report should be read in conjunction with, and
construed in accordance with, French law and professional
auditing standards applicable in France.
For the year ended December 31, 2023
To the shareholders,
Opinion
In compliance with the engagement entrusted to us by
your annual general meeting, we have audited the
accompanying consolidated financial statements of Forvia
for the year ended December 31st, 2023.
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 as at December 31st,
2023 and of the results of its operations for the year then
ended in accordance with International Financial Reporting
Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our
report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Our responsibilities under those standards are further
described in the Statutory Auditors' Responsibilities for
the Audit of the Consolidated Financial Statements section
of our report.
Independence
We conducted our audit engagement in compliance with the
independence requirements of the French Commercial Code
(Code de commerce) and the French Code of Ethics for
Statutory Auditors (Code de déontologie de la
profession de commissaire aux comptes) for the period from
January 1st, 2023 to the date of our report and
specifically we did not provide any prohibited non-audit
services referred to in Article 5(1) of Regulation (EU) No.
537/2014.
Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.
821-53 and R. 821-180 of the French Commercial Code (Code
de commerce) relating to the justification of our
assessments, we inform you of the key audit matters
relating to risks of material misstatement that, in our
professional judgment, were of most significance in our
audit of the consolidated financial statements of the
current period, as well as how we addressed those
risks.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole and in
forming our opinion thereon, and we do not provide a
separate opinion on specific items of the consolidated
financial statements.
Impairment testing of goodwill
(Note 10 "Goodwill" to the consolidated financial
statements)
|
Risk identified |
Our response |
The
carrying amount of goodwill amounts to €5,129.6
million at December 31, 2023. Goodwill is allocated
to the six groups of cash generating units (CGUs)
corresponding to the Group's operating segments at
which goodwill is monitored for internal management
purposes: Seating, Clean Mobility, Interiors,
Electronics, Lighting and Lifecycle solutions.
In accordance with IAS 36, goodwill is not
amortized but is tested for impairment at least once
a year and more often if there is an indication that
it may be impaired.
For the purpose of impairment testing, goodwill
is allocated between groups of 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, as described in Note 10 to the consolidated
financial statements.
Impairment tests are performed to compare the
carrying amount of assets and liabilities by group of
CGUs with the higher of their value in use (equal to
the present value of the net future cash flows
expected) and their fair value including costs of
disposal. For a given group of CGUs, an impairment
loss is recognized whenever its value then determined
falls below its carrying amount.
The cash flow forecasts used to calculate value
in use were based on the Group's 2024-2028 forecasts
for all six CGU's. Those forecasts were established
during 2023 last semester. The volume assumptions
used in the forecasts are based on external
information sources. As mentioned in note 10 to the
consolidated financial statements, impairment test
performed as of December 31, 2023 confirmed goodwill
value accounted for in the balance sheet. We
considered the measurement of the recoverable amount
of goodwill to be a key audit matter for the
following reasons:
• the amount of goodwill recorded in the
consolidated financial statements is material;
• defining the inputs to be used to
perform impairment tests requires a high degree of
judgment and estimation from management, in
particular as regards future cash flows, discount
rates (WACC) and long-term growth rates, which are
inherently impacted by the economic environment and
in particular by the crisis evolutive context related
to inflation and to the military conflict in
Ukraine. |
We
assessed the method used by management to determine
the Goodwill recoverable amount of each group of CGUs
in order to assess its compliance with IAS 36. With
asset valuation experts part of the audit team, we
assessed the key assumptions used by management to
determine projected future cash flows and, in
particular:
• reconciled the components taken in the
impairment tests of each group of CGU with the
consolidated financial statements;
• compared to external market data the key
assumptions used to determine the utility value of
the UGT Group, in particular the discount rate,
growth rate and volumes assumptions of the global
automotive market considered by your Group in the
context of the inflation crisis and the military
conflict in Ukraine;
• analyzed the consistency of projected
future cash flows with historical data;
• reperformed the calculations and
reconciled the main forecasts data including
2024-2028 forecasts data for all six CGU's with the
data used in impairment testing;
• performed sensitivity analyses on the
recoverable amounts calculated by management, in
particular with regard to discount rates and
operating income to estimate their effects and
assumptions related to the volume for the global
automotive market considered by the group. We also
assessed the appropriateness of the disclosures on
goodwill provided in the notes to the consolidated
financial statements. |
Accounting and recoverability of development
costs
(Notes 10 and 11 to the consolidated financial
statements)
|
Risk identified |
Our response |
Net
capitalized development costs amount to €3,154.0
million at December 31, 2023.
In accordance with IAS 38, development costs
incurred in connection with producing and delivering
modules for specific customer orders are recorded as
an intangible asset pursuant to the conditions set
out in note 11 to the consolidated financial
statements.
These capitalized costs are amortized to match
the quantities of parts delivered to the customer,
over a period not exceeding five years except under
exceptional circumstances.
Research costs, and development costs that do
not meet the above criteria, are expensed as incurred
pursuant to the conditions set out in note 11 to the
consolidated financial statements.
As mentioned in note 10 to the consolidated
financial statements, the capitalized development
costs are tested for impairment whenever there is an
indication that they may be impaired. Impairment
tests involve comparing the carrying amount of the
tangible and intangible assets allocated to a
customer contract with the present value of the net
future cash flows expected to be derived from the
contract, considering the best estimates of the
future sales.
We considered the accounting and recoverability
of development costs to be a key audit matter for the
following reasons:
• the amount of capitalized development
costs in the consolidated financial statements is
material;
• defining the inputs to be used to
perform impairment tests requires a high degree of
judgment and estimation from management, in
particular as regards future cash flows, discount
rates and the expected gross margin per customer
contracts, which are inherently impacted by the
crisis evolutive context related to inflation and to
the military conflict in Ukraine. |
With
regard to the capitalization of development costs:
• we obtained an understanding of the
procedures implemented by management to determine the
eligibility of development costs for capitalization
and analyzed their compliance with IAS 38;
• we performed certain specific testing on
a sample of customer contracts to evaluate whether
the related development costs were eligible for
capitalization in compliance with IAS 38.
With regard to the measurement of the
recoverable amount of capitalized development costs:
• we made inquiries of management about
any indications of impairment;
• we obtained an understanding of the
method used by management to determine the
recoverable amount of these assets and assessed the
consistency of performed calculations;
• we assess the consistency of the key
assumptions used by management to determine projected
future cash flows including assumptions considered by
management in the inflation and the military conflict
in Ukraine, for a sample of customer contracts
subject to an impairment test and, in particular:
• reconciled the components of the
carrying amount of these assets allocated to a
customer contract with the consolidated financial
statements,
• compared, with asset valuation experts,
the key assumptions used, such as discount rates,
with independent market data, • reconciled, on a
sample basis, the data specific to each customer
contracts, such as projected delivery quantities and
negotiated selling unit price per product, with the
customer contract or observable external data, where
applicable taking into account ongoing negotiations.
We also assessed the appropriateness of the
disclosures provided on development costs in the
notes to the consolidated financial statements. |
Accounting and recoverability of deferred tax
assets
(Note 8 "Corporate Income Tax" to the consolidated
financial statements)
|
Risk identified |
Our response |
Deferred tax assets amount to €852.9 million in
the balance sheet at December 31, 2023, while
deferred tax liabilities amount to €327.8
million.
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
carryforward can be utilized, based on the Group's
forecasts.
The Group's ability to recover deferred tax
assets is assessed by management at the end of the
year.
The assessment of the ability to recover net
deferred tax assets as of December 31, 2023
(€525.1 million) is based on the Group's
forecasts for the long-term recovery of tax losses.
We considered the accounting and the recoverability
of deferred tax assets to be a key audit matter due
to the importance of the assumptions and judgments
used by management to recognize these assets,
especially in the crisis evolutive context related to
inflation and to the military conflict in Ukraine and
considering the materiality of their amounts in the
consolidated financial statements. |
We
assessed the consistency of the assumptions used by
management to recognize and measure deferred tax
assets and their compliance with IAS 12.
With the support of our tax experts, we
assessed the probability that the Group will be able
to utilize the tax loss carryforwards currently
recognized in its balance sheet, in particular with
regard to:
• deferred tax liabilities existing in the
same tax jurisdiction that may be used to offset
existing tax loss carryforwards, prior to their
expiry date if applicable;
• the ability of the Group companies
concerned to generate future taxable profit against
which the existing tax loss carryforwards can be
utilized, reconciling the future flows used in tax
planning with the projections validated by the board.
We also assessed the consistency of the key data and
assumptions underlying the taxable income
projections, underlying the recognition and
recoverability of deferred tax assets relating to the
Tax Loss Carryforward, with the supporting items we
otherwise obtained, such as, in particular, the
Group's guidance for the period 2024-2028 presented
to the Board of Directors, established in the context
of the inflation and the military conflict in
Ukraine.
Lastly, we also assessed the appropriateness of
the disclosures on deferred tax assets provided in
the notes to the consolidated financial
statements. |
Specific Verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications
required by laws and regulations of the information
relating to the Group given in the Board of directors'
management report.
We have no matters to report as to its fair presentation
and its consistency with the consolidated financial
statements.
We attest that the consolidated non-financial statement
required by Article L. 225-102-1 of the French Commercial
Code (Code de commerce) is included in the information
relating to the Group given in the management report it
being specified that, in accordance with Article L. 823-10
of said Code, we have verified neither the fair
presentation nor the consistency with the consolidated
financial statements of the information contained
therein.
Report on Other Legal and Regulatory
Requirements
Format of preparation of the consolidated financial
statements intended to be included in the annual financial
report
We have also verified, in accordance with the
professional standard applicable in France relating to the
procedures performed by statutory auditors regarding the
annual and consolidated financial statements prepared in
the European single electronic format, that the preparation
of the consolidated financial statements intended to be
included in the annual financial report mentioned in
Article L. 451-1-2, I of the French Monetary and Financial
Code (Code monetaire et financier), prepared under the
chief executive officer's responsibility, complies with the
single electronic format defined in Commission Delegated
Regulation (EU) No. 2019/815 of 17 December 2018. Regarding
consolidated financial statements, our work includes
verifying that the tagging thereof complies with the format
defined in the above-mentioned regulation.
On the basis of our work, we conclude that the
preparation of the consolidated financial statements
intended to be included in the annual financial report
complies, in all material respects, with the European
single electronic format.
Due to the technical limitations inherent to the
block-tagging of the consolidated financial statements
according to the European single electronic format, the
content of certain tags of the notes may not be rendered
identically to the accompanying consolidated financial
statements.
Furthermore, we have no responsibility to verify that
the consolidated financial statements that will ultimately
be included by your Company in the annual financial report
filed with the AMF (Autorite des marches financiers) agree
with those on which we have performed our work.
Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Faurecia by the
Annual General Meetings held on May 28, 2019 for MAZARS and
on June 17, 1983 for ERNST & YOUNG Audit.
At December 31, 2023, MAZARS were respectively in their
fifth year of their engagement and ERNST & YOUNG were
in the fourty one year of total uninterrupted engagement
(which is the twenty-five year since securities of the
Company were admitted to trading on a regulated
market).
Responsibilities of Management and Those Charged with
Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with International Financial Reporting Standards
as adopted by the European Union and for such internal
control as Management determines is necessary to enable the
preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements,
Management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless it is expected to
liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of
internal control and risk management systems and where
applicable, its internal audit, regarding the accounting
and financial reporting procedures.
The consolidated financial statements were approved by
the Board of Directors.
Statutory Auditors' Responsibilities for the Audit of
the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated
financial statements. Our objective is to obtain reasonable
assurance about whether the consolidated financial
statements as a whole are free from material misstatement.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
professional standards will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users made on the basis
of these consolidated financial statements.
As specified in Article L. 821-55 of the French
Commercial Code (Code de commerce), our statutory audit
does not include assurance on the viability of the Company
or the quality of management of the affairs of the
Company.
As part of an audit conducted in accordance with
professional standards applicable in France, the statutory
auditor exercises professional judgment throughout the
audit and furthermore:
| • |
identifies and assesses the
risks of material misstatement of the consolidated
financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to
those risks, and obtains audit evidence considered to
be sufficient and appropriate to provide a basis for
his opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;
|
| • |
obtains an understanding of
internal control relevant to the audit in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the internal
control;
|
| • |
evaluates the appropriateness of
accounting policies used and the reasonableness of
accounting estimates and related disclosures made by
Management in the consolidated financial
statements;
|
| • |
assesses the appropriateness of
Management's use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to
events or conditions that may cast significant doubt
on the Company's ability to continue as a going
concern. This assessment is based on the audit
evidence obtained up to the date of his audit report.
However, future events or conditions may cause the
Company to cease to continue as a going concern. If
the statutory auditor concludes that a material
uncertainty exists, there is a requirement to draw
attention in the audit report to the related
disclosures in the consolidated financial statements
or, if such disclosures are not provided or
inadequate, to modify the opinion expressed
therein;
|
| • |
evaluates the overall
presentation of the consolidated financial statements
and assesses whether these statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
|
| • |
obtains sufficient appropriate
audit evidence regarding the financial information of
the entities or business activities within the Group
to express an opinion on the consolidated financial
statements. The statutory auditor is responsible for
the direction, supervision and performance of the
audit of the consolidated financial statements and
for the opinion expressed on these consolidated
financial statements.
|
Report to the Audit Committee
We submit to the Audit Committee a report which includes
in particular a description of the scope of the audit and
the audit program implemented, as well as the results of
our audit. We also report significant deficiencies, if any,
in internal control regarding the accounting and financial
reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of
material misstatement that, in our professional judgment,
were of most significance in the audit of the consolidated
financial statements of the current period and which are
therefore the key audit matters that we are required to
describe in this report.
We also provide the Audit Committee with the declaration
provided for in Article 6 of Regulation (EU) No. 537/2014,
confirming our independence within the meaning of the rules
applicable in France as set out in particular in Articles
L. 821-27 to L. 821-34 of the French Commercial Code (Code
de commerce) and in the French Code of Ethics for Statutory
Auditors (Code de déontologie de la profession de
commissaire aux comptes). Where appropriate, we discuss
with the Audit Committee the risks that may reasonably be
thought to bear on our independence, and the related
safeguards.
Paris-La Défense,
February 19, 2024
The
Statutory Auditors
French
original signed by
MAZARS
ERNST
& YOUNG Audit
Anne-Laure
Rousselou
Grégory
Derouet
Guillaume
Brunet-Moret
|