Registration Document 2014
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AIRBUS GROUP – 2014 ANNUAL REPORT REGISTRATION DOCUMENT REGISTRATION REGISTRATION DOCUMENT 2014 2014 ANNUAL REPORT REGISTRATION DOCUMENT 2014 Airbus Group N.V. (the “Company” and together with its the dates they are made, and the Company disclaims any subsidiaries the “Group”) is a Dutch company, which is listed obligation to update forward-looking statements, except in France, Germany and Spain. The applicable regulations with as may be otherwise required by law. The forward-looking respect to public information and protection of investors, as statements in this Registration Document involve known and well as the commitments made by the Company to securities unknown risks, uncertainties and other factors that could and market authorities, are described in this Registration cause the Company’s actual future results, performance Document (the “Registration Document”). and achievements to differ materially from those forecasted The Group has been rebranded as Airbus Group as of or suggested herein. These include changes in general 2 January 2014. The Company’s legal name change into economic and business conditions, as well as the factors Airbus Group N.V. was submitted to the Company’s Annual described under “Risk Factors” below. General Meeting of Shareholders (the “AGM”) on 27 May This Registration Document was prepared in 2014 and was approved. accordance with Annex 1 of EC Regulation 809 / 2004, In addition to historical information, this Registration Document fi led in English with, and approved by, the Autoriteit includes forward-looking statements. The forward-looking Financiële Markten (the “AFM”) on 16 April 2015 in statements are generally identifi ed by the use of forward- its capacity as competent authority under the Wet looking words, such as “anticipate”, “believe”, “estimate”, op het fi nancieel toezicht (as amended) pursuant to “expect”, “intend”, “plan”, “project”, “predict”, “will”, “should”, Directive 2003 / 71 / EC. This Registration Document “may” or other variations of such terms, or by discussion of may be used in support of a fi nancial transaction as a strategy. These statements relate to the Company’s future document forming part of a prospectus in accordance prospects, developments and business strategies and are with Directive 2003 / 71 / EC only if it is supplemented based on analyses or forecasts of future results and estimates by a securities note and a summary approved by the of amounts not yet determinable. These forward-looking AFM. statements represent the view of the Company only as of 02 AIRBUS GROUP REGISTRATION DOCUMENT 2014 1 2 3 4 5 Q Back to Contents 2014 REGISTRATION DOCUMENT Risk Factors 1 Information on the Group’s 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 AIRBUS GROUP REGISTRATION DOCUMENT 2014 03 1 2 3 4 5 Q Back to Contents 02 Risk Factors 07 Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 1. Financial Market Risks 08 2. Business-Related Risks 12 2.1 Operating and Financial Review 56 3. Legal Risks 17 2.1.1 Overview 57 4. Industrial and Environmental Risks 19 2.1.2 Critical Accounting Considerations, Policies and Estimates 58 2.1.3 Performance Measures 63 01 2.1.4 Results of Operations 67 2.1.5 Changes in Consolidated Total Equity (Including Non-Controlling Interests) 71 Information on the Group’s Activities 21 2.1.6 Liquidity and Capital Resources 72 2.1.7 Hedging Activities 79 1.1 Presentation of the Group 22 2.2 Financial Statements 80 1.1.1 Overview 22 1.1.2 Airbus 25 2.3 Statutory Auditors’ Fees 81 1.1.3 Airbus Helicopters 31 1.1.4 Airbus Defence and Space 34 2.4 Information Regarding the Statutory 1.1.5 Other Businesses 41 Auditors 81 1.1.6 Investments 43 1.1.7 Insurance 44 1.1.8 Legal and Arbitration Proceedings 45 03 1.1.9 Research and Technology, Intellectual P roperty 47 1.1.10 Environmental Protection 48 General Description of the Company 1.1.11 Employees 51 and its Share Capital 83 1.1.12 Incorporation by Reference 52 1.2 Recent Developments 53 3.1 General Description of the Company 84 3.1.1 Commercial and Corporate Names, Seat and Registered Offi ce 84 3.1.2 Legal Form 84 3.1.3 Governing Laws and Disclosures 84 3.1.4 Date of Incorporation and Duration of the Company 86 3.1.5 Objects of the Company 86 3.1.6 Commercial and Companies Registry 86 3.1.7 Inspection of Corporate Documents 86 3.1.8 Financial Year 87 04 AIRBUS GROUP REGISTRATION DOCUMENT 2014 1 2 3 4 5 Q Back to Contents GENERAL TABLE OF CONTENTS REGISTRATION DOCUMENT 2014 04 3.1.9 Allocation and Distribution of Income 87 Corporate Governance 111 3.1.10 General Meetings 87 3.1.11 Disclosure of Holdings 89 3.1.12 Mandatory Disposal 90 4.1 Management and Control 112 3.1.13 Mandatory Offers 91 4.1.1 Corporate Governance Arrangements 112 4.1.2 Corporate Governance Arrangements in 2014 115 3.2 General Description of the Share Capital 92 4.1.3 Dutch Corporate Governance Code, 3.2.1 Issued Share Capital 92 “Comply or Explain” 125 3.2.2 Authorised Share Capital 92 4.1.4 Enterprise Risk Management System 126 3.2.3 Modifi cation of Share Capital 4.1.5 Ethics and Compliance Organisation 131 or Rights Attached to the Shares 92 3.2.4 Securities Granting Access 4.2 Interests of Directors and Principal to the Company’s Share Capital 93 Executive Offi cers 132 3.2.5 Changes in the Issued Share Capital 4.2.1 Remuneration Policy 132 since Incorporation of the Company 94 4.2.2 Long-Term Incentives Granted to the Chief Executive Offi cer 140 3.3 Shareholdings and Voting Rights 96 4.2.3 Related Party Transactions 140 3.3.1 Shareholding Structure at the end of 2014 96 3.3.2 Relationships with Principal Shareholders 97 4.3 Employee Profi t Sharing 3.3.3 Form of Shares 100 and Incentive Plans 141 3.3.4 Changes in the Shareholding of the Company 4.3.1 Employee Profi t Sharing and Incentive Agreements 141 since its Incorporation 101 4.3.2 Employee Share Ownership Plans 141 3.3.5 Persons Exercising Control over the Company 103 4.3.3 Long-Term Incentive Plans 142 3.3.6 Simplifi ed Group Structure Chart 103 3.3.7 Purchase by the Company of its Own Shares 105 05 3.4 Dividends 107 3.4.1 Dividends and Cash Distributions Paid Entity Responsible Since the Incorporation of the Company 107 for the Registration Document 149 3.4.2 Dividend Policy of the Company 108 3.4.3 Unclaimed Dividends 108 5.1 Entity Responsible for the Registration 3.4.4 Taxation 108 Document 150 5.2 Statement of the Entity Responsible 3.5 Annual Securities Disclosure Report 109 for the Registration Document 150 5.3 Information Policy 151 5.4 Undertakings of the Company regarding Information 151 5.5 Signifi cant Changes 151 AIRBUS GROUP REGISTRATION DOCUMENT 2014 05 RISK FACTORS 06 AIRBUS GROUP REGISTRATION DOCUMENT 2014 1 2 3 4 5 Q Back to Contents Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 17 4. Industrial and Environmental Risks 19 AIRBUS GROUP REGISTRATION DOCUMENT 2014 07 1 2 3 4 5 Q Back to Contents 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 operation 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 and Sovereign Debt Concerns As a global company, the Company’s operations and performance The Federal Reserve Bank stopped completely its purchases depend signifi cantly on market and economic conditions in Europe, of government bonds and mortgage backed securities in the US, Asia and the rest of the world. Market disruptions and October 2014 which provides the basis for an increase of signifi cant economic downturns may develop quickly due to, refi nancing rates in the near future. The strong labour market, the among other things, crises affecting credit or liquidity markets, recovery of the housing prices, and low energy cost support the regional or global recessions, sharp fl uctuations in commodity recovery of the US economy. However, a further strengthening prices (including oil), currency exchange rates or interest rates, of the US dollar may reduce the growth dynamic in the US. This inflation or deflation, sovereign debt and bank debt rating and the contained infl ation might delay the beginning of a rate downgrades, restructurings or defaults, or adverse geopolitical hike cycle. Medium term concerns about the increasing budget events (including those in the Middle East, Ukraine, Africa and defi cit and the sustainability of sovereign debt will likely have to be other regions). Any such disruption or downturn could affect the addressed over the next several years through a combination of tax Company’s activities for short or extended periods and have a increases, agreed budget cuts or budget sequestration in defence negative effect on the Company’s future results of operation and and entitlement spending, combined with an increase in the debt fi n a n c i a l c o n d i t i o n .