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Annual Report 2013 29MAR201201524189 Annual Report 2013 Annual Financial Report This document is an English-language translation of Dassault Systemes’` Document de r´ef´erence (Annual Report), which was filed with the AMF (French Financial Markets Authority) on March 28, 2014, in accordance with Articles 212-13 of the AMF General Regulation. Only the French version of the Document de r´ef´erence is legally binding. DASSAULT SYSTEMES` Annual Report 2013 1 General This Annual Report also includes: – the annual financial report to be prepared and published by every listed company within four months of the end of its fiscal year, pursuant to Article L. 451-1-2 of the Monetary and Financial Code and Article 222-3 of the French Financial Markets Authority (‘‘AMF’’) General Regulation; and – the annual management report of Dassault Systemes` SA’s Board of Directors, which must be provided to the General Meeting of Shareholders approving the financial statements for each completed fiscal year, pursuant to Articles L. 225-100 et seq. of the French Commercial Code. The index set forth on page 182 provides cross-references to the relevant portions of these two reports. All references to ‘‘euro’’ or to the symbol ‘‘e’’ refer to the legal (Document de r´ef´erence) for the year 2012 filed with the AMF currency of the French Republic and certain countries of the on April 3, 2013, under no D.13-0272; European Union. All references to the ‘‘U.S. dollar’’ or to the • the financial information on pages 60 to 73 (inclusive) of the symbol ‘‘$’’ refer to the legal currency of the United States. Annual Report (Document de r´ef´erence) for the year 2012 filed with the AMF on April 3, 2013, under no D.13-0272; As used herein, ‘‘Dassault Systemes’’,` the ‘‘Company’’ or the ‘‘Group’’ refers to Dassault Systemes` SA and all the companies • the consolidated financial statements on pages 115 to 149 included in the scope of consolidation. (inclusive), the parent company financial statements on pages 150 to 173 (inclusive), and the related audit reports on ‘‘Dassault Systemes` SA’’ refers only to the French parent pages 174 to 179 (inclusive) of the Annual Report (Document de company of the Group. r´ef´erence) for the year 2011 filed with the AMF on March 29, 2012, under no D.12-0235; In compliance with Article 28 of European • the financial information on pages 46 to 59 (inclusive) of the Regulation no 809/2004 of the Commission, the following Annual Report (Document de r´ef´erence) for the year 2011 filed information is incorporated by reference in this Annual Report: with the AMF on March 29, 2012, under no D.12-0235. • the consolidated financial statements on pages 74 to 109 The portions of these documents which are not incorporated (inclusive), the parent company financial statements on herein are either not relevant for current investors, or are covered pages 111 to 134 (inclusive), and the related audit reports on in another section of this Annual Report. pages 109 to 110, 136 to 140 (inclusive) of the Annual Report 2 DASSAULT SYSTEMES` Annual Report 2013 Contents PERSON RESPONSIBLE p.4 CORPORATE GOVERNANCE p.128 PRESENTATION OF THE GROUP p.5 5 5.1 Report of the Chairman on Corporate Governance and Internal Control p.128 1 1.1 Key Figures p.5 5.2 Report of the Statutory Auditors on Corporate 1.2 History p.6 Governance and Internal Control p.146 1.3 Group Organization p.11 5.3 Compensation and Benefits p.147 1.4 Business Activities p.12 5.4 Transactions in the Company’s Shares by the 1.5 Research and Development p.21 Management of the Company p.155 1.6 Risk Factors p.22 5.5 Statutory Auditors p.158 SOCIAL, SOCIETAL AND ENVIRONMENTAL INFORMATION ABOUT DASSAULT 2 RESPONSIBILITY p.30 SYSTEMES SA, THE SHARE CAPITAL 2.1 Social and Societal Responsibility p.30 6 AND THE OWNERSHIP STRUCTURE p.159 2.2 Environmental Responsibility p.46 6.1 Information about Dassault Systemes` SA p.159 2.3 Independent Verifier’s Attestation and Assurance 6.2 Information about the Share Capital p.162 Report on Social, Societal and Environmental 6.3 Information about the Shareholders p.168 Information p.54 6.4 Stock Market Information p.171 FINANCIAL REVIEW AND PROSPECTS p.56 GENERAL MEETING OF 3.1 Operating and Financial SHAREHOLDERSReviewp.56 p.173 3 3.2 Financial Objectives p.65 7 3.3 Interim and Other Financial Information p.65 7.1 Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of FINANCIAL STATEMENTS p.66 Shareholders on May 26, 2014 p.173 4.1 Consolidated Financial Statements p.66 7.2 Draft Resolutions Proposed by the Board of 4 Directors to the General Meeting of Shareholders 4.2 Parent Company Financial Statements p.102 4.3 Legal and Arbitration Proceedings p.127 on May 26, 2014 p.178 CROSS-REFERENCE TABLES p.182 DASSAULT SYSTEMES` Annual Report 2013 3 PERSON RESPONSIBLE Person Responsible for the Annual Report Bernard Charles` – President and Chief Executive Officer. Certification by the Person Responsible for the Annual Report Velizy-Villacoublay,´ March 27, 2014. ‘‘I hereby certify, after having taken all reasonable measures for this purpose, that the information contained in this Annual Report (document de r´ef´erence) is, to my knowledge, in accordance with the facts and that no information liable to affect its significance has been omitted. I certify that, to my knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a faithful representation of the assets, financial situation and results of Dassault Systemes` SA and all the companies included in the scope of consolidation, and that the ‘‘Management Report’’ included in this Annual Report, as indicated in the cross reference index below, presents a faithful representation of the business trends, results and financial situation of Dassault Systemes` SA and all the companies included in the scope of consolidation as well as a description of the principal risks and uncertainties which they face. I have received a completion letter (lettre de fin de travaux) from the auditors stating that they have verified the information regarding the financial situation and the financial statements included in this Annual Report and that they have read this document in its entirety. The statutory auditors issued a report regarding the consolidated financial statements for the financial year ended December 31, 2013, included in paragraph 4.1.2, that contains an observation relating to the impact of the amendment to ‘‘IAS 19 – Employee benefits’’ applicable from January 1st, 2013. Bernard Charles` President and Chief Executive Officer 4 DASSAULT SYSTEMES` Annual Report 2013 CHAPTER 1 – PRESENTATION OF THE GROUP 1.1 Key Figures The selected financial information set forth below has been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) as adopted in the European Union, unless otherwise indicated. ្៑Year ended December 31, (in millions, except percentages and per share data) 2013 2012 2011 Total revenue e2,066.1 e2,028.3 e1,783.0 Operating income 503.0 501.0 427.9 As a percentage of total revenue 24.3% 24.7% 24.0% Net income attributable to equity holders of the Company 352.3 334.8 289.2 Diluted net income per share e2.76 e2.66 e2.33 Dividend (per share) e0.83(1) e0.80 e0.70 Supplemental non-IFRS financial information(2) Total revenue e2,072.8 e2,038.5 e1,783.5 Operating income 652.8 644.3 542.6 As a percentage of total revenue 31.5% 31.6% 30.4% Net income attributable to equity holders of the Company 445.5 424.5 362.1 Diluted net income per share e3.49 e3.37 e2.92 (1) To be proposed for approval at the General Meeting of Shareholders scheduled for May 26, 2014. (2) Readers are cautioned that the supplemental non-IFRS financial information is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. The supplemental non-IFRS financial information should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS. Furthermore, the supplemental non-IFRS financial information may not be comparable to similarly titled adjusted measures used by other companies. For a reconciliation of this non-IFRS financial information with the Company’s audited financial statements, see paragraph 3.1.1.2 ‘‘Supplemental Non-IFRS Financial Information’’. ្៑Year ended December 31, (in millions) 2013 2012(1) 2011(1) ASSETS Cash, cash equivalents and short-term investments e1,803.7 e1,319.1 e1,423.0 Trade accounts receivable, net 472.6 457.8 494.3 Other assets 1,911.6 1,835.5 1,603.1 Total assets 4,187.9 3,612.4 3,520.4 LIABILITIES Borrowings(2) 380.0 63.8 301.3 Other liabilities 1,197.4 1,211.7 1,163.7 Parent shareholders’ equity 2,610.5 2,336.9 2,055.4 Total liabilities h4,187.9 h3,612.4 h3,520.4 (1) Restated to reflect the adoption of revised IAS 19 (see Note 2 to the consolidated financial statements). (2) Including e360.0 million of long-term borrowings in 2013. DASSAULT SYSTEMES` Annual Report 2013 5 1 Presentation of the Group 1.2 History 1.2.1 History and Development of the Company 1.2.1.1 Summary Company developed and introduced its next software architecture in 1999, Version 5 (‘‘V5’’).
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