Finmeccanica: The Shareholders' Meeting approves the new company name and the 2015 financial statements

(To Leonardo-Finmeccanica)
28/04/16

The Shareholders 'Meeting approved in an extraordinary session, with the favorable vote of approximately 99,74% of the capital represented at the Shareholders' Meeting, the proposal to amend art. 1 of the Articles of Association which provides that the Company will assume, until 31 December 2016, the new company name "Leonardo - Finmeccanica - Joint stock company" (in abbreviated form "Leonardo Spa" or "Finmeccanica Spa") and - with effect from 1 January 2017 - the company name "Leonardo - Joint stock company" (in abbreviated form "Leonardo Spa").

It should be noted that the decision to place the new name (Leonardo) before the current 31 (Finmeccanica) until December 2016 is aimed at ensuring that the Company has a sufficient period of time to guarantee the necessary continuity mainly in relations with foreign countries.

It should be noted that the new company name will be effective as of the registration of the new text of the Articles of Association with the Rome Company Register, which will be promptly disclosed to the market.

The Shareholders' Meeting also approved the Company's financial statements for the 2015 financial year and examined the consolidated financial statements.

Main economic-financial data at 31 December 2015
The 2015 was a turning point for Finmeccanica, both from a strategic-organizational and an economic-financial point of view, with the full achievement of the first challenging goals set by the January 2015 business plan, including the sale of the sector Transport, the adoption of the new operational and organizational model with the launch of the "One Company" and the achievement of results in decisive growth and exceeding expectations.

In detail, the results of the 2015 financial year, which do not include the contribution of the activities in the Transportation sector sold to Hitachi and separately classified among the discontinued operation, highlight:

  • Orders: equal to 12.371 million euros, slightly lower than 2014. The more rigorous selection of commercial opportunities aimed at building a higher profitability order book (margins) also affects the level of Orders. There is also a decline in Helicopters (also for theOil & Gas) and of theaeronautics (postponement of some contracts by the Italian military client), offset by the performance of theDefense and Security Electronics and the favorable impact of the exchange rate.
  • Order backlog: equal to 28.793 million euros, characterized by growing solidity due to the more rigorous selection of contracts acquired, it ensures the Group coverage of approximately two and a half years of production.
  • Revenues: 12.995 million euros, + 1,8% compared to 2014 due to favorable exchange rates.
  • EBITDA: positive for 1.866 million, up 18,9% compared to 1.569 million of 2014. Also the EBITDA margin, at 14,4% it is in growth of 210 bp compared to 12,3% of 2014.
  • EBITA: positive for 1.208 million euro, in strong growth (+ 23,3%) compared to 980 million of 2014, which included charges, equal to about $ mil. 100, relating to a specific DRS program. However, even excluding this effect, there is a significant improvement sustained by the benefits associated with the efficiency and cost reduction plans. The ROS stands at 9,3%, an increase of 160 bp.
  • EBIT: positive for 884 million, + 48,1% compared to the 597 million of the 2014.
  • Ordinary net result: positive for 253 million euros, 17 times higher than the 15 positive 2014 million.
  • Net result: positive for 527 million euros, 26 times higher than the 20 positive 2014 million.
  • Group net debt: € 3.278 million, an improvement of € 684 million (17%) compared to € 3.962 million at 31 December 2014 due to the completion of the sale of the Transportation Sector and despite the effect of negative exchange differences on debts denominated in GBP and $.
  • Equity: equal to 4.302 million euros, 448 million higher (+ 11,6%) than the 3.854 million at the end of 2014. Consequently, the debt-to-equity stands at 0,76 with respect to an 1,03 value in the 2014.
  • Free Operating Cash Flow (FOCF): positive for 307 million euros, an improvement of 242 million (+ 372,3%) compared to the positive 65 million in 2014.

Outlook
Finmeccanica operates on markets that by their nature are affected by the various elements of political, economic and social uncertainty that characterize the current context, including the tensions within the European area, the low cost of oil and the crisis Middle East, the issue of immigration and the threat of terrorism. In this context, Finmeccanica continues its evolutionary path, focusing on actions aimed at: 

  • strengthen its positioning in terms of business areas and product portfolio;
  • increase the efficiency and effectiveness of its key industrial processes also through the implementation of the New Organizational and Operational Model, started with the creation of the "One Company".

The results achieved in the 2015 reinforce the solidity of the assumptions underlying the Business Plan approved at the start of 2015 and, together with the five-year 2016-2020 budget plan, confirm the Group's strategic guidelines and objectives. In particular, the expected trend in the year 2016 shows a further growth in profitability, with a ROS that is - as anticipated - around 10%, supported by a marked improvement in productivity indicators. Likewise, an improvement in the Group's cash generation capacity is expected, which will make it possible to reach, with one year in advance, the debt reduction target expected at the end of 2017 in the estimates communicated to the market last year.

In detail, Finmeccanica provides for the 2016:

  • orders between 12,2 and 12,7 billion euros, compared to 12,4 billion registered in the 2015, despite the reductions in the perimeter of business (including the completion of the transfer of the "passing" activities on the B787 and the sale of the non-core business of DRS and FATA);
  • revenues in line with the level reached in the 2015, taking into account the reductions in the business perimeter (including the completion of the transfer of the “pass-through” activities on the B787 and the sale of thenon-core business of DRS and FATA), confirming a Group increasingly focused on business able to guarantee adequate levels of profitability and cash generation;
  • a further increase in operating profitability, mainly driven by the confirmation of the progressive improvement trend in the Electronics, Defense and Security Systems divisions and by the consolidation of the levels recorded in the 2015 by the Air Force, all sustained by the solid profitability of the Helicopters and by the further reduction of unit costs;
  • an improvement in cash generation capacity, guided by the previous factors, accompanied by careful management of working capital and greater selectivity of investments.

The estimates for the 2016 financial year are summarized below:

2015 values Outlook 2016 *
Orders (€ bil.) 12,4 12,2 - 12,7
Revenues (€ bil.) 13,0 12,2 - 12,7
EBITA (€ mil.) 1.208 1.220 - 1.270
FOCF (€ mil.) 307 300 – 400
Group Net Indebtedness (€ bil.) 3,3 less than 3 

(*) Assuming a € / USD exchange rate to 1,15 and € / GBP to 0,75

It should be noted that the estimates for the 2016 year do not include the effects of the contract for the supply of 28 Eurofighter Typhoon aircraft signed on April 5 with the Ministry of Defense of Kuwait. The update of the latter will be communicated to the May 5 pv in the publication of the results of the first quarter of 2016.

Financial statements at 31 December 2015 of Oto Melara SpA and WASS SpA
The Shareholders' Meeting approved the financial statements for 31 December 2015 of Oto Melara SpA and WASS SpA, following the merger by incorporation of the two companies into Finmeccanica with effect from 1 in January 2016

Remuneration Report
The Shareholders 'Meeting voted in favor (with the favorable vote of approximately 86,81% of the capital represented in the Shareholders' Meeting) regarding the first section of the Remuneration Report, which illustrates the Company's policy on the remuneration of the members of the administrative bodies , of general managers and executives with strategic responsibilities, as well as the procedures used for the adoption and implementation of this policy. 

Authorization for purchase and disposal of treasury shares
The Shareholders' Meeting also approved the proposal to renew the authorization to purchase and dispose of own shares to service the current Incentive / co-investment plans, up to a maximum of no. 2.000.000 ordinary shares, for a period - as regards the purchase - of eighteen months from the date of the shareholders' resolution, as well as - as regards the disposal of the shares purchased - within the time limits necessary for the implementation of the Plans.

It should be noted that the purchase of treasury shares may be carried out, with the appropriate graduality and by purchase on the market, at a maximum and minimum unit price equal to the reference price recorded on the Mercato Telematico Azionario on the day preceding the date of purchase (plus or not the 5% respectively for the maximum and the minimum price).
Currently the Company holds n. 3.844.152 own shares, equal to around 0,6649% of the share capital.

Fees for Independent Auditors and Remuneration Board of Auditors
Finally, the Shareholders' Meeting approved in favor of the integration of the fees for the legal auditing activities carried out by KPMG SpA, as well as the integration of the remuneration of the Board of Statutory Auditors for the remaining period of the current mandate, setting the latter at 80.000 euros per year for the Chairman and € 70.000 gross per year for each Statutory Auditor.  

2015 Sustainability and Innovation Report
On the occasion of the Shareholders' Meeting, Finmeccanica also presented the recently published 2015 Sustainability and Innovation Report, in which it reaffirms the commitment to strengthen a corporate culture founded on the responsible management of the business, through the illustration of concrete cases of integrated sustainability in the products, technologies and, above all, behaviors

Participation in the Assembly
The Shareholders' Meeting recorded a consistent participation of the institutional shareholders - mostly foreign - present with 29,54% of the share capital. 

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The summary report of the votes will be made available on the Company's website (www.finmeccanica.com), in compliance with art. 125-quater of the Consolidated Finance Act, within the prescribed five-day deadline by the Shareholders' Meeting.

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The manager responsible for the preparation of corporate accounting documents, Gian Piero Cutillo, declares, pursuant to paragraph 2 article 154-bis of the Consolidated Finance Act, that the accounting information contained in this release corresponds to the documentary evidence, the books and the writings accounting.