Airbus SE Registration Document 2017
Total Page:16
File Type:pdf, Size:1020Kb
2017 Registration Document 02 Registration Document 2017 - AIRBUS Airbus SE (the “Company”) is a European public strategies and are based on analyses or forecasts company (Societas Europaea), with its seat in of future results and estimates of amounts not yet Amsterdam, The Netherlands, which is listed determinable. These forward-looking statements in France, Germany and Spain. The applicable represent the view of the Company only as of the regulations with respect to public information and dates they are made, and the Company disclaims protection of investors, as well as the commitments any obligation to update forward-looking statements, made by the Company to securities and market except as may be otherwise required by law. The authorities, are described in this Registration forward-looking statements in this Registration Document (the “Registration Document”). Document involve known and unknown risks, In 2017, there were no changes to the segment uncertainties and other factors that could cause reporting. Nevertheless as a result of the relabelling the Company’s actual future results, performance to a single Airbus brand, the Company together and achievements to differ materially from those with its subsidiaries is referred to as “Airbus” forecasted or suggested herein. These include and no longer the Group. Consequently, the changes in general economic and business segment formerly known as Airbus is referred to conditions, as well as the factors described under as “Airbus Commercial Aircraft” for the purpose “Risk Factors” below. of 2017 fi nancial reporting. See “— Management’s This Registration Document was prepared in Discussion and Analysis of Financial Condition and accordance with Annex 1 of EC Regulation Results of Operations — 2.1.1.2 Reportable Business No. 809 / 2004, filed in English with, and approved Segments”. by, the Autoriteit Financiële Markten (the “AFM”) In addition to historical information, this Registration on 28 March 2018 in its capacity as competent Document includes forward-looking statements. The authority under the Wet op het fi nancieel toezicht forward-looking statements are generally identifi ed (as amended) pursuant to Directive 2003 / 71 / EC. by the use of forward-looking words, such as This Registration Document may be used in “anticipate”, “believe”, “estimate”, “expect”, “intend”, support of a financial transaction as a document “plan”, “project”, “predict”, “will”, “should”, “may” or forming part of a prospectus in accordance with other variations of such terms, or by discussion of Directive 2003 / 71 / EC only if it is supplemented strategy. These statements relate to the Company’s by a securities note and a summary approved by future prospects, developments and business the AFM. REGISTRATION DOCUMENT 2017 03 Risk Factors 1_ Information on Airbus Activities 2_ Management’s Discussion and Analysis of Financial Condition and Results of Operations 3_ General Description of the Company and its Share Capital 4_ Corporate Governance 5_ Entity Responsible for the Registration Document 2017 04 Registration Document 2017 - AIRBUS Registration Document 2017 / 1 Information on Airbus Activities 23 T able 1.1 Presentation of the Company 24 of contents 1.1.1 Overview 24 1.1.2 Commercial Aircraft 28 1.1.3 Helicopters 37 1.1.4 Defence and Space 40 1.1.5 Investments 47 1.1.6 Insurance 47 1.1.7 Legal and Arbitration Proceedings 47 1.1.8 Non-Financial Information 50 1.2 Recent Developments 72 / 2 Management’s Discussion and Analysis of Financial Condition and Results Risk Factors 07 of Operations 75 1. Financial Market Risks 08 2.1 Operating and Financial Review 76 2.1.1 Overview 77 2. Business-Related Risks 12 2.1.2 Signifi cant Accounting Considerations, 3. Legal Risks 18 Policies and Estimates 79 2.1.3 Performance Measures 80 4. Industrial and Environmental Risks 21 2.1.4 Results of Operations 85 2.1.5 Changes in Consolidated Total Equity (Including Non-Controlling Interests) 89 2.1.6 Liquidity and Capital Resources 90 2.1.7 Hedging Activities 94 2.2 Financial Statements 94 2.3 Statutory Auditors’ Fees 95 2.4 Information Regarding the Statutory Auditors 95 REGISTRATION DOCUMENT 2017 05 / 3 / 4 General Description of the Company Corporate and its Share Capital 97 Governance 119 3.1 General Description of the Company 98 4.1 Management and Control 120 3.1.1 Commercial and Corporate Names, 4.1.1 Corporate Governance Arrangements 120 Seat and Registered Offi ce 98 4.1.2 Dutch Corporate Governance Code, 3.1.2 Legal Form 98 “Comply or Explain” 140 3.1.3 Governing Laws and Disclosures 98 4.1.3 Enterprise Risk Management System 141 3.1.4 Date of Incorporation and Duration of the Company 100 4.1.4 Internal Audit 143 3.1.5 Objects of the Company 100 4.2 Interests of Directors and Principal 3.1.6 Commercial and Companies Registry 100 Executive Offi cers 144 3.1.7 Inspection of Corporate Documents 100 4.2.1 Remuneration Policy 144 3.1.8 Financial Year 100 4.2.2 Long-Term Incentives Granted to 3.1.9 Allocation and Distribution of Income 101 the Chief Executive Offi cer 154 3.1.10 General Meetings 101 4.2.3 Related Party Transactions 155 3.1.11 Disclosure of Holdings 102 3.1.12 Mandatory Disposal 104 4.3 Employee Profi t Sharing and Incentive Plans 155 3.1.13 Mandatory Offers 105 4.3.1 Employee Profi t Sharing and Incentive Agreements 155 3.2 General Description of the Share Capital 105 4.3.2 Employee Share Ownership Plans 155 3.2.1 Issued Share Capital 105 4.3.3 Long-Term Incentive Plans 157 3.2.2 Authorised Share Capital 105 3.2.3 Modifi cation of Share Capital or Rights Attached to the Shares 106 3.2.4 Securities Granting Access to the Company’s Share Capital 107 3.2.5 Changes in the Issued Share Capital 107 / 5 3.3 Shareholdings and Voting Rights 108 Entity Responsible for 3.3.1 Shareholding Structure at the End of 2017 108 the Registration Document 163 3.3.2 Relationships with Principal Shareholders 109 3.3.3 Form of Shares 111 3.3.4 Changes in the Shareholding of the Company 112 5.1 Entity Responsible for 3.3.5 Persons Exercising Control over the Company 112 the Registration Document 164 3.3.6 Simplifi ed Group Structure Chart 112 5.2 Statement of the Entity Responsible 3.3.7 Purchase by the Company of its Own Shares 114 for the Registration Document 164 3.4 Dividends 116 5.3 Information Policy 165 3.4.1 Dividends and Cash Distributions Paid 116 3.4.2 Dividend Policy of the Company 116 5.4 Undertakings of the Company regarding Information 165 3.4.3 Unclaimed Dividends 116 3.4.4 Taxation 116 5.5 Signifi cant Changes 165 06 Registration Document 2017 - AIRBUS 2017 Risk Factors REGISTRATION DOCUMENT 2017 07 Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 18 4. Industrial and Environmental Risks 21 08 Registration Document 2017 - AIRBUS Risk Factors 1 Financial Market Risks The Company is subject to many risks and uncertainties that may affect its fi nancial performance. The business, results of operations or fi nancial condition of the Company could be materially adversely affected by the risks described below. These are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently considers immaterial may also impair its business and operations. 1. Financial Market Risks Global Economic Concerns As a global company, the Company’s operations and performance If economic conditions were to deteriorate, or if more pronounced depend signifi cantly on market and economic conditions in market disruptions were to occur, there could be a new or Europe, the US, Asia and the rest of the world. Market disruptions incremental tightening in the credit markets, low liquidity, and and signifi cant economic downturns may develop quickly due to, extreme volatility in credit, currency, commodity and equity among other things, crises affecting credit or liquidity markets, markets. This could have a number of effects on the Company’s regional or global recessions, sharp fl uctuations in commodity business, including: prices (including oil), currency exchange rates or interest rates, ■ requests by customers to postpone or cancel existing orders inflation or deflation, sovereign debt and bank debt rating for aircraft (including helicopters) or decisions by customers to downgrades, restructurings or defaults, or adverse geopolitical review their order intake strategy due to, among other things, events (including the impact of Brexit, discussed below, US policy lack of adequate credit supply from the market to fi nance and elections in Europe). Any such disruption or downturn could aircraft purchases or change in operating costs or weak levels affect the Company’s activities for short or extended periods and of passenger demand for air travel and cargo activity more have a negative effect on the Company’s fi nancial condition and generally; results of operations. ■ an increase in the amount of sales fi nancing that the Company On 29 March 2017, the UK triggered Article 50 of the Lisbon must provide to its customers to support aircraft purchases, Treaty, the mechanism to leave the European Union (“Brexit”), thereby increasing its exposure to the risk of customer defaults before having achieved a roadmap for the complex negotiations. despite any security interests the Company might have in the Although the terms of the UK’s post-Brexit relationship with underlying aircraft; ■ the EU are still unknown, the Company may be affected by variations in public spending for defence, homeland security potentially divergent national laws and regulations between and space activities; ■ the EU and the UK.