2 SABCA Annual report Report of the board of directors Ordinary General Meeting of 26 May 2011 Management Report Profile of the Group 1 Statutory bodies 2 Chairman s message 3 Message of the Chief Executive Officer 4 1. Principal activities in Business environment and outlook Research and development Human resources Corporate Governance Financial aspects 40 Proposals for resolutions 44 The detailed annual accounts are inserted hereafter.
3 SABCA 1_ Profile of the Group The SABCA Group (Société Anonyme Belge de Constructions Aéronautiques, and its subsidiary, SABCA Limburg) has in the course of its development, diversified into the three markets that today make up the bulk of its business. These markets are space, civil aviation and defence. The SABCA Group conducts its business at three operating sites located in the three regions of Belgium. The company is involved in Belgian and international programmes either as project supervisor, partner or subcontractor. SABCA s exports represent almost 85% of its turnover. Working in the three main areas, the Group is involved in the study, design and manufacture of structural elements, fitted sub-assemblies and servo systems. Every department complies at all times with the national and international standards required both by civilian and military authorities. The high level of qualification demanded of staff is provided by training programmes organised by the human resources department. The Group is attuned to a globalised marketplace. It works with numerous partners and has gradually built up a network of international relations. The Group is characterised by its operating flexibility and the efficiency created by working as a team with customers, starting from the design stage and going through to qualification, production, delivery and after-sales service. As part of its defence support business, it handles the maintenance and modernisation of military aircraft, as well as the production of kits and replacement parts. The Group has always been able to contribute to the realization of special customised products that meet the needs of its customers. In addition to production, the nature of SABCA s business requires significant involvement in research, development and manufacturing engineering, as well as in the area of quality assurance. The Group also abides by the environmental standards and makes appropriate investments to ensure that this remains the case. Controlling the development of costs is one of the Group s ongoing objectives. The Group conducts a policy of investing in and developing technologies in its various areas of excellence, while at the same time using the services of subcontractors in an appropriate manner, notably in response to the customers wishes.
4 _2 SABCA Annual report 2010 Statutory bodies SABCA Board of directors (and the expire date of current term) Chairman Remo Pellichero (2013) Chief Executive Officer Daniel Blondeel Charles Edelstenne Guy Piras Loïk Segalen Daniel Blondeel, from 20th January (2016) Directors Charles Edelstenne, Chairman and Chief Executive Officer Dassault Aviation 2 (2016) Guy Piras, Executive Vice-President, Industrial Operations, Procurement and Purchasing, Dassault Aviation 2 (2016) Sjoerd Vollebregt Henk Valk Jacques de Smet Philippe Delaunois Loïk Segalen, Executive Vice-President, Economic and Financial Affairs, Dassault Aviation 2 (2014) Sjoerd Vollebregt, Chairman and Chief Executive Officer Stork B.V. 3 (2016) Henk Valk, Executive Vice President Fokker Aerostructures B.V. 3 (2016) Jacques de Smet, independent director (2014) SABCA Limburg Board of directors (and the expire date of current term) Chairman Remo Pellichero (2013) Directors Loïk Segalen, Executive Vice-President, Economic and Financial Affairs, Dassault Aviation 2 (2015) Ruben J.H. Hutten, Director Finance Fokker Elmo B.V. 3 (2016) Philippe Delaunois, independent director, from 20th January (2016) Auditor Xavier Doyen, Member of the Institute of Company Auditors Chief Executive Officer Daniel Blondeel (2012) Auditor Luc Toelen, Member of the Institute of Company Auditors 1 Decision of the general meeting of 20th January Elected on the proposal of the Dassault Group 3 Elected on the proposal of the Stork Group
5 SABCA 3_ Chairman s Message Remo Pellichero In the course of 2010, our customers put a lot of effort into controlling the risks involved in their major aeronautical projects. The progress made has enabled us to benefit from the growth coming from the rise in programme development rates. Through its involvement in several new aircraft projects, SABCA is in a position to take advantage of this favourable development. However pressure on margins remains high, especially with regard to the development of the US dollar exchange rate. In our aerospace business, the commercial successes of Arianespace herald good delivery rates for the future. The lightweight Vega launcher is due to start operating soon, offering new development perspectives. Competition in the field of launchers remains very strong and, with ESA, further progress will need to be made to secure the future. Exports helped the aircraft modernisation activity to stay strong, but the business is very dependent on the global political climate. The current international situation could become a threat to the development of these activities. The problem of export licenses for defence equipment is back on the government s agenda. SABCA, as is the case with all Belgian companies, is keeping a very close eye on developments here, as the success of its projects abroad is closely linked to it. In this overall context and as a result of costcutting measures, as well as increases in the productivity, improved programme management, and efforts of controlling risk and quality, SABCA has been able to improve its net result despite a slight drop in turnover. The company will therefore be submitting a proposal to the Annual General Meeting to increase total dividends to 2.11 million EUR, which is 0.88 EUR gross or 0.66 EUR net per share. Cash flow remains at a good level and our order book, now standing at 393 million EUR, represents nearly 3 years of work. In accordance with the new Belgian law of 6 April 2010 strengthening corporate governance in stock listed companies, the Board has set up a remuneration committee. A new independent director, Mr. Philippe Delaunois, was appointed by the Extraordinary General Meeting held on 20 January The committee will consist of Mr. Ph. Delaunois, independent director, Mr. J. de Smet, independent director, and Mr. R. Pellichero, Chairman of the committee. In the course of the above-mentioned Extraordinary General Meeting, Mr. Daniel Blondeel, Chief Executive Officer, was also appointed managing director. Having weathered the crisis, the company has all the right cards to meet the challenges in its business environment and to continue its development. Remo Pellichero
6 _4 SABCA Annual report 2010 Message of the Chief Executive Officer SABCA and its business environment Our company has three business fields: civil aviation, aerospace and defence. In the field of civil aviation, all forecasts point to the production of aircraft with 100 seats or more rising in the next twenty years. We also have hopes that the business aviation market will soon start picking up. The Executive Committee (ComEx). From the left to the right : D. Blondeel, P. De Graef, R. De Dobbeleer, J.M. Lefèvre and M. Humblet. However, increasing pressure on prices, the influence of low-cost countries and globalisation are all becoming factors making it more and more difficult to operate in the market.
7 SABCA 5_ Daniel Blondeel In this context, we need to continue improving our overall productivity in all products, while at the same time showing our interest for other international programmes. The success of the six Ariane 5 launches in 2010, the approval and delivery of structural assemblies and thrust vector control systems for the 4 stages of the Vega underpin our future. These actions inevitably involve a supply chain working to an increasing extent with companies in these low-cost countries and with a high potential for purchasing aircraft. The only way for us to maintain our added-value profile vis-à-vis our customers is through a policy of increased industrial cooperation. Moreover, we are looking forward to a significant increase in the A380 production rate and the delivery of the first A350 assemblies early in 2011, with both factors having a positive impact on our future. Turning to aerospace, the European Ariane 5 and Vega programmes, in which SABCA is heavily involved, are also taking place in a rapidly changing economic environment. The large volume of orders for commercial launchers must not conceal the major challenges facing Arianespace: adoption of the A5ME modernisation programme, discussions on Ariane 6 or the new generation launcher (NGL), the company s consolidation, improvements in the company s competitiveness against a background of new non-european players entering the market, and, last but not least, success in the first Vega launch in the second half of For its part, SABCA would like to strengthen its position in this field through a series of research projects and concrete proposals made to its partners. Finally, in the defence field, though the quantity of aircraft to be modernised and overhauled in 2011 for the Belgian armed forces has not been questioned, the low number confirms our strategy of developing our export business and 2010 proved to be years confirming the value of such an option, though now, with a number of export contracts near to completion, our teams are hard at work on clinching new deals. As a result of the A400M test flights and the agreement reached between the seven participating countries and Airbus Military S.L. on the continuation of the programme, production can be expected to start up this year. Generally speaking, we would seem to be going through a period of uncertainty. The major impact of the US dollar on our competitiveness, the growing influence of emerging countries, political instability in Belgium, inflation and the cost of raw materials are all factors obliging us to permanently keep on the look-out. The best weapon against such vagaries is: ourselves! We must continue our efforts to boost our competitiveness and flexibility, putting us in a position to face up to this rapidly changing business environment. Daniel Blondeel
8 _6 SABCA Annual report 2010
9 SABCA 7_ 1 Principal activities in 2010
10 _8 SABCA Annual report 2010
11 Vega In 2010, SABCA carried out the final modifications to the 0/1 inter-stage skirt produced at its Brussels plant in Here on the Dufieux lathe-mill. SABCA 9_ AEROSPACE Ariane 5 The Ariane 5 launcher, with its significant contribution from SABCA, continues to be a great technical and commercial success, with a total of 55 successful launches in a row and a share of the available market exceeding 50%. Technical problems forced Arianespace to postpone the first launch in 2010 for several months. It finally took place in May. A total of 6 Ariane 5 rockets were launched in The delay in the year s launch schedule obviously had an effect on SABCA production. In 2010, the company supplied structural elements ( JAV front skirts, JAR rear skirts, inter-stage separation rockets (Acceleration Rocket Frames) and DIAS vibration absorbers) and equipment ( GAM engine activation groups, GAT thrust activation groups, PCP pneumatic snatch off connectors, and the GHSM hydraulic servomotor subsystems for 6 launchers, instead of the 7 originally planned. The mounting of the equipment in the skirts and the final delivery of the latter are always carried out by SABCA Limburg. Vega In 2010, SABCA carried out the final modifications to the 0/1 inter-stage skirt produced at its Brussels plant in The wiring harnesses have been mounted, together with systems for taking specific measurements for the first flight. A device for securing the launcher on its transport and launch platform was developed and incorporated in the structure. After the approval certificate had been issued, this first flight prototype was shipped to the Guyana launch site in December The tests needed for achieving the certification of the thrust vector control (TVC) system for the four stages of the launcher took place at SABCA s Brussels plant throughout 2010 and development is now nearing completion. The TVC system, consisting of an electronic guidance system, an electronic power regulation system and the high-performance electro-mechanical actuators, was completely developed at SABCA s mechatronics lab. Once certification of the test models has been obtained, the TVCs for each of the four stages of the first flight prototype (Flight Model 1 - FM1) will be upgraded and shipped to the customer in the first half of 2011.
12 _10 SABCA Annual report 2010 The thousandth tail cone left Brussels on 15 July 2010, just a few days before the 20th anniversary of the first shipment in August 1990 (here-above). CIVIL AVIATION AIRBUS A saw the recovery of the market for large aircraft. At the same time, the manufacturing engineering problems plaguing the A380 and delaying an increase in production rates at our client appear to be resolved. By the end of last year, Airbus had delivered a total of 40 A380 aircraft to airline companies, and total orders are now for more than 240 planes. The delivery schedule for the A380 s 11-meter rear lower shell (commonly known as the T-shape) is now gradually gaining momentum, with SABCA delivering 17 T-shapes to the Saint- Nazaire site in Minor airline-specific changes are always being introduced at the request of airline companies, and development of the -800e model decided in 2009 is progressing. At the end of 2010, SABCA successfully passed the preliminary design review (PDR) for its part of this model and production is scheduled to begin in Brussels during the first half of The first modified rear lower shell is expected to be delivered to Airbus in early AIRBUS A /600 No orders have been gained in 2010 for this aircraft, which from now on is only being built to specific airline orders. The manufacture of pressurised floors at SABCA s Brussels plant and of flap track fairings at the SABCA Limburg plant in Lummen remained halted for the whole year. Commercial interest in this 4-engined aircraft has declined substantially due to the evolution of air regulation. A380 : installation of fixed brackets on the T-shape. AIRBUS A330/A / saw the delivery of components for the thousandth aircraft of this Airbus family. The thousandth tail cone left Brussels on 15 July 2010, just a few days before the 20th anniversary of the first shipment in August The outlook for this programme remains very positive, pending the entry into service of its designated successor, the A350 XWB. The success of this programme was recently enhanced by the introduction of the cargo version, for which SABCA delivered its first element in In 2010, SABCA s Brussels plant supplied 80 fully-equipped tail cones to Airbus final assembly line in Toulouse, with SABCA Limburg providing the composite maintenance doors for the same planes.
13 SABCA 11_ AIRBUS A318/A319/A320/A321 Production rates for this programme remain very high, with a favourable influence on work at the SABCA Limburg plant in Lummen, which supplies the composite ribs of the aircraft s vertical stabilizer. For its part, the SABCA plant in Brussels is continuing to supply direct drive valves (DDV) to Messier Bugatti, which in turn builds the equipment into the braking systems of this aircraft family. These DDVs, entirely developed by SABCA on the basis of its experience in aerospace products, have had to be partially redesigned to counteract future technical obsolescence and to make them more competitive. In 2010, these elements were supplied for more than 400 aircraft. AIRBUS A350 XWB The development and production contract for flap support structures and fairings was awarded to SABCA by Airbus in 2008.The technological studies and the development are ongoing and our teams of engineers, designers and technicians in Brussels and Lummen are hard at work making sure that the production of the first elements can begin on time, while at the same time overcoming lots of technical and programming problems. Machining of the first beam support was completed at the Brussels plant in December 2010, and the assembly tools for the prototypes are currently being installed. Metal components for the Airbus plants at Bremen and Filton will begin to leave the Brussels plant in the first half of 2011, followed a few months later by the first composite components. These will be supplied to Bremen and Toulouse. DASSAULT Falcon and 7X The market for high-end business aircraft recovered slightly in 2010, with the Falcon 7X being one of planes benefiting most from the upturn. SABCA produces two types of elements for these business aircraft: Structural elements, in particular the panels for the F7X s rear tank, are manufactured and formed at SABCA s Brussels plant before being delivered to the Dassault Aviation plant at Seclin. For its part, SABCA Limburg supplies composite cladding, both for the horizontal panels and the engine cowling. Various other pieces of equipment, whether mechanical, electrical, hydraulic or pneumatic, for these programmes are manufactured in our mechatronics workshops in Brussels. The specific investment projects carried out in 2009 have allowed us to optimise the work in this field. In close collaboration with the Brussels design lab, the technical department at Lummen spent 2010 working on optimising the design of the support fairings for the wingflaps before the 2011 production start; SABCA Limburg has also designed the tools for making prototypes of these composite components, currently on order. In clean-room at SABCA Limburg site, build-up of composite top skin of Falcon 2000 and 900 horizontal stabilizer.
14 _12 SABCA Annual report 2010 Moreover, a new contract for the delivery of aileron servo-controls was signed in SABCA s involvement grew throughout the year, with responsibility being awarded to the company for controlling the equipment provided along with the airworthiness authority. Last but not least, in the context of an industrial cooperation agreement signed with Dassault Equipements in 2009, work on the assembly and inspection of servo-controls of Falcon and Alpha-Jet aircraft for the French and export markets started in January 2010 and was successfully continued throughout the year. The agreement involves a minimum 4-year cooperation period, with specific training being given to a team of SABCA technicians on signing. GULFSTREAM 650 The test programme of this new business aircraft is ongoing and is expected to end with the plane gaining its airworthiness certificate in The first deliveries to customers would take place in that year. SABCA Limburg has already supplied 13 sets of composite spars and cladding to Fokker Aerostructures, our customer responsible for assembling the tailfin. DEFENCE SABCA in Charleroi The Charleroi site continued its maintenance and modernisation work on aircraft, helicopters and accessories for both the Belgian and foreign armed forces. The work done for Belgium remained on the same level as The programme for modernising the French Mirages F1 and Alpha-Jets continued, with prototype and first-of-series aircraft being accepted and delivered following the completion of their flight test programmes in the first half of the year. Deliveries of standard modification kits continued, along with the work on series aircraft at customer facilities. The volume of F16 export work rose especially with the conclusion of a painting contract from the Dutch air force. Electrical wiring of a F16 in Charleroi.
15 SABCA 13_ A modernised French Alpha-Jet. As regards A10 aircraft, the workload generated by the new 5-year contract remains high. Work on a new order from Lockheed for 31 F16 MLU (Mid Life Update) kits started, with the first 3 kits being delivered at the end of An A109 helicopter for Benin was delivered following inspection and repair work. SABCA in Brussels and SABCA Limburg in Lummen The A400M certification programme is progressing, with the fourth aircraft (MSN 4) carrying out its maiden flight in December 2010 and the four aircraft currently undergoing their test programmes in Seville. The renegotiation of the contract between Airbus Military S.L. and its customer OCCAR ended up with a rescheduling of development and delivery plans. In the context of these negotiations, the total number of Airbus Military S.L. orders was revised downwards, with 170 aircraft now on order for OCCAR and 4 for Malaysia. An A109 helicopter from Benin was delivered after inspection and repair work. As of today, SABCA in Brussels has delivered the mechanisms used for deploying the wingflaps of 6 planes, while SABCA Limburg has delivered the composite fairings for the wingflaps of the same planes. Production will be starting up again in 2011.
16 _14 SABCA Annual report 2010 INDUSTRIAL INVESTMENT PROJECTS The construction of a new building in Brussels for 3 surface treatment lines is progressing according to schedule saw the demolition of the old building and the foundation work for the new one. Starting next year, the anodising, penetration testing and painting of large-size objects will be done there in a highly automated manner, with this new production method complying with all the latest new environmental requirements. Various equipment for Falcon and Alpha-Jet aircraft is assembled, tuned and tested in the mechatronics workshops. QUALITY ENVIRONMENT A new HSM (high-speed machining) machine was delivered in December 2010 and installed in a purpose-built extension of Hangar 2 equipped with a 5-tonne overhead crane. It is a 5-axis horizontal machining centre, equipped with a variety of systems giving extremely high performance, in particular with regard to palleting and tool management. In 2010, our quality management system underwent its 3-year full audit needed for recertification. For this audit, SABCA used a different certification agency to gain a different point of view on its internal processes. The audit, covering the AS/EN 9100, AQAP 2110 and ISO 9100:2008 standards, led SABCA to improve a number of processes based on the perspective given by the new agency. For its part, SABCA Limburg went through the steps of gaining POA (Part 21) certification from the Belgian BCAA authorities. Soon to be completed, this will mean that SABCA Limburg will be in a position, under certain conditions, to itself certify the airworthiness of components delivered to Airbus in the context of the A350 XWB and A400M contracts. The ENVIRO project team was strengthened in 2010 by the arrival of a number of colleagues from the main plants, offices and labs. They were given training allowing them not just to actively take part in the introduction of an Environmental Management System complying with ISO 14001, but also to disseminate environmentally-friendly practices. Furthermore, a detailed analysis of the texts of environmental laws and decrees has been carried out, enabling SABCA and SABCA Limburg to make sure they are complying with all European, Belgian and regional regulations in this area at all their sites. The environmental management process has been published, together with all relevant environmental performance indicators. The management s aim is to achieve Phase 1 ISO certification in 2011.
17 SABCA 15_ In 2010, SABCA Limburg completed the installation of the new autoclave, 17 meters long and with a 6-meter diameter. Certification of the machine took place at the end of the year, and the first parts have already been polymerised in it. This investment opens up new perspectives in terms of R&D and will help us with other projects where large-size parts are involved. It will be used in the context of the G650. A new large-size spray booth will soon round off this project for dealing with orders from the market for large composite parts. This new investment, scheduled for 2011, together with the installation of laser projectors, will help us to boost both productivity and the quality of composite products at SABCA Limburg in the short term. Control room for the autoclaves. In 2010, SABCA Limburg completed the installation of the new autoclave, 17 meters long and with a 6-meter diameter. MOVEMENTS IN THE US DOLLAR EXCHANGE RATE Through its policy for managing exchange rate risks on its current contracts, the company continued to attenuate the effects of the persistent weakness in the US dollar in The company organises its purchases of goods and services in foreign currency in order to restrict any residual exchange risk. However, the low level of the US dollar remains a determining factor for the future of the company. ORDERS SABCA orders reached 151 million EUR in 2010, taking the order book to 393 million EUR. This order book includes an amount of 155 million EUR that corresponds to SABCA s contractual participation in firm orders received by its customers and for which confirmation is only given shortly before delivery.
18 _16 SABCA Annual report 2010
19 SABCA 17_ 2 Business Environment and Outlook
20 _18 SABCA Annual report 2010
21 A first flap support beam of the A350 XWB ready for shipment. SABCA 19_ AEROSPACE CIVIL AVIATION Though Europe has underlined its wish to upgrade its involvement in space, at this stage and in the absence of new European funding, the European Space Agency (ESA) remains the main driver of new developments. The next ministerial conference of ESA s 19 member states is now planned for It will define the programmes and respective budgets for the following years. Pending this, SABCA, in agreement with its client ASTRIUM, is working on the new technologies necessary for a new top stage for Ariane 5. This new stage constitutes the main element of the Ariane 5 Midlife Evolution (A5ME) programme, to be decided on at the next ministerial conference. The market for large and medium-sized aircraft is clearly picking up, with this positive development expected to continue over the next few years. Production rates of the A320, A330 and A380 are rising again, generating an increase of production and assembly work at SABCA and SABCA Limburg. Orders for the A350 XWB are also piling up at Airbus, reaching a 2010 year-end total of almost 600, well before the entry into service (E.I.S.) of the new entrant to the range, suggesting very high production rates right from the start is set to be a crucial year for SABCA and SABCA Limburg in this programme, with the first sets of prototypes to be supplied according to a tight schedule and in a still changing development context. In this favourable business environment, the success of SABCA and its subsidiary, SABCA Limburg, will depend on their ability to keep internal costs under control and to set up an efficient supply chain. Looking at business aviation, the Gulfstream 650 programme is now underway, with production rates set to increase. The first sets of composite spars and cladding have been delivered to Fokker Aerostructures in the course of 2010.
22 _20 SABCA Annual report 2010 DEFENCE SABCA in Charleroi The company s aim is to consolidate F16 business on the basis of the unique experience and know-how gained through working with the Belgian air forces and other users of this plane over the last thirty years. Over and above the F16, the modernisation programmes currently running for the Alpha-Jet and Mirage F1 as well as the work being done on other aircraft types such as the A10 and helicopters are leveraged when looking for export opportunities. This strong reliance on commercial export success is of major concern for the plant of SABCA in Charleroi, whose workload has been declining since the beginning of The workshop for structural modifications in Charleroi. SABCA in Brussels Brussels and Lummen. Despite the slight The conclusion of the contract negotiations reduction in order volumes, the order book for between Airbus Military S.L. and OCCAR has this programme will benefit from regular production rates for several years. Deliveries led to the A400M programme restarting in will The A10 in Charleroi, for inspection and repair work as well as electrical and aircraft systems modifications.
23 SABCA 21_ be restarted in 2011, with SABCA and SABCA Limburg supplying components for two planes in the course of the year. After the first deliveries to the nations participating in the programme and thanks to its dual certification as both a civilian and military plane, the A400M can be expected to gain a good position on export markets. QUALITY SABCA is pursuing its quality assurance programme, using both internal and external audits. One of the main 2011 objectives is to implement the prerequisites at the Brussels and Charleroi sites for gaining Part 145 maintenance organisation approval for civil aviation equipment in the medium term. ENVIRONMENT SABCA and SABCA Limburg are aiming to link ambitious targets to selected environmental performance indicators in 2011 with a view to ultimately reducing the environmental impact of their business. We will be working on introducing a new waste management policy. Moreover, we will also be working on completing a first phase of the step-by-step ISO certification process proposed by AFNOR Certification. Our SABCA Limburg subsidiary is expected to gain POA (Part 21) certification from the Belgian aviation authorities. The work started in 2010 by SABCA Limburg for gaining PRI-NADCAP certification for the manufacture and inspection of composite parts should also bear fruit in Modification of the electrical wiring.
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