4.1 ACTIVITIES
The activities of the parent company , DASSAULT AVIATION, in particular regarding program developments, R&D and production, are presented together with the activities of the Group.
4.2 KEY FIGURES
4.2.1
Order intake
In 2014, orders booked by the Parent Company amounted to EUR 4,097 million
compared to EUR 3,555 million in 2013, an increase of 15%. The proportion of orders for
export amounted to 87%. Ordering trends were
as follows, in EUR millions:
Year Defense Falcon Total
France Export 2010 599 181 199 979 2011 420 502 1,402 2,324 2012 473 152 2,063 2,688 2013 1,031 211 2,313 3,555 2014 418 250 3,429 4,097
The orders consist exclusively of firm orders. FALCON programs:
Orders for new aircraft stood at 93 FALCONs in 2014. This compares to 65 FALCONs in 2013.
DEFENSE programs:
DEFENSE orders stood at EUR 668 million in 2014 compared to EUR 1,242 million in 2013. In
2014, the orders corresponded to after-sales and development, and were down 46% compared to 2013 as this year had included “F3-R” RAFALE standard development and ATLANTIQUE 2 upgrade orders in France.
4.2.2
Net sales
In 2014, net sales of the Parent Company
were EUR 3,195 million, down by 19% compared to 2013.
Sales for the last five years are as follows, in EUR millions:
Year Defense Falcon Total
France Export 2010 707 226 2,619 3,552 2011 707 167 2,040 2,914 2012 929 165 2,248 3,342 2013 1,223 166 2,577 3,966 2014 721 224 2,250 3,195
4.2.3
Net income
2014 net income amounted to
EUR 272 million, compared to EUR 360 million
in 2013, down by 24%.
Group employees will receive a total of EUR 83 million under the profit-sharing and incentive schemes, divided up as follows:
Profit-sharing: EUR 63 million
Incentive: EUR 20 million
These sums represent 18.9% of the payroll in 2014, compared to the legal minimum of
0.8%.
4.2.4
Appropriationof net income
Subject to your approval of the 2014 financial statements, we propose that the net income for the year (EUR 272,134,786.67) plus retained earnings (EUR 2,393,144,965.35), less the dividends for non-treasury shares(*), be allocated
to the retained earnings balance.
(*) The amount of dividends which, in accordance with
the provision of the 4th paragraph of Article L.225-210 of the French Commercial Code, may not be paid in relation to the treasury shares held by the Company, shall be reallocated to the Retained Earning item.
4.2.5
Five-year results summary
The DASSAULT AVIATION five-year summary is shown in Note 34 to the financial statements.
4.2.6
Tax consolidation
The Company opted for the tax consolidation regime in 1999. As from January 1, 2012, the tax consolidation scope of the Group includes DASSAULT AVIATION, DASSAULT AÉRO SERVICE and DASSAULT AVIATION PARTICIPATIONS. A tax consolidation agreement, tacitly renewable for 5-year periods, was signed with each of these companies.
4.3 RISK MANAGEMENT
The risks and uncertainties to which the Company is exposed are the same as those outlined regarding the Group in Chapter 2 above, since the Parent Company plays a predominant role within the Group.
4.4 TERMS OF PAYMENT
Pursuant to French law, DASSAULT AVIATION has introduced procedures required to ensure that its suppliers are paid within 45 days of the end of the month in which the invoice was issued.
The breakdown of trade payables by due date as of December 31 is as follows (in EUR millions):
Due-date 2013 2014
Due at year end 15.6 13.5
As of mid-January 78.7 81.0
As of end of January 0.1 0.3
As of mid-February 2.5 6.8
As of end of February - -
Other (fixed assets) 2.1 2.3
TOTAL 99.0 103.9
4.5 SHAREHOLDER INFORMATION
4.5.1
Memorandum of understanding
signed with AIRBUS GROUP SAS
DASSAULT AVIATION’s Board of Directors met on November 28, 2014, and authorized the signing of a Memorandum of Understanding between DASSAULT AVIATION and AIRBUS GROUP SAS, concerning the acquisition by DASSAULT AVIATION of a block of its own shares from AIRBUS GROUP SAS and the cooperation between the two companies in 2015 for the potential exe- cution of one or more private placements by AIRBUS GROUP SAS of DASSAULT AVIATION shares.
In accordance with the authorization granted to it by the Shareholders’ Meeting of September 24, 2014, DASSAULT AVIATION, in compliance with the aforementioned MoU, purchased from AIRBUS GROUP SAS (date of transaction: November 28, 2014) a block of shares representing 8% of the capital of the Company, under the scope of an over-the-counter block trade outside of the mar- ket, at a price of EUR 980/share (cf. paragraph 4.5.6 below).
Given a previous buyback of 1.41% of its own shares at a price of EUR 980/share, DASSAULT AVIATION held 9.41% of its capital following the aforesaid transaction.
DASSAULT AVIATION’s Board of Directors decided to allocate 9.01% of its capital for cancellation as defined in the buyback program, with the balance of the redeemed shares remaining as treasury shares.
The 9.01% of shares allocated for the cancellation scheme were actually canceled after obtaining from AIRBUS GROUP SAS the waiver requested by the AMF when filing mandatory public offerings. The parties also agreed to cooperate to one or more private placements by means of an acceler- ated book building that AIRBUS GROUP SAS may take before June 30, 2015. These placements may relate to a volume of shares representing up to 10% of the capital (if permitted by market conditions) or more, if AIRBUS GROUP SAS so wishes.
DASSAULT AVIATION is committed to cooperating for the execution of such placements and to place an order for half of these placements, capped at 5% of the capital of DASSAULT AVIATION, at a maximum price of EUR 980 per share. AIRBUS GROUP SAS is committed to offering DASSAULT AVIATION half of the securities placed, subject to the same overall cap of 5% of the capital of
DASSAULT AVIATION and the quoted price for each of the aforesaid placements. If a placement is priced at more than EUR 980, the price of the DASSAULT AVIATION shares sold to DASSAULT AVIATION concomitantly to this placement will be capped at this price while the price of the shares sold to third parties shall remain unchanged.
4.5.2
Equity structure
The share capital of the Company is EUR 73,710,032. This is divided into 9,213,754 shares, each with a par value of EUR 8. The shares are listed on the regulated “Euronext Paris” market - Compartment A - International Securities Identification Numbers (ISIN Code): FR0000121725. They are eligible for deferred settlement.
As of December 31, 2014, the principal DASSAULT AVIATION shareholders are as follows:
Shareholders Number of shares % Voting rights exercisable %
GIMD 5,118,240 55.55 5,118,240 55.79
AIRBUS GROUP SAS 3,880,235 42.11 3,880,235 42.30
DASSAULT AVIATION (1) 40,500 0.44 - -
Free-float (2) 174,779 1.90 174,779 1.91
TOTAL 9,213,754 100.00 9,173,254 100.00
(1) Treasury shares held on a “registered share” account without voting rights (2) Including one share held by the French State