Registration Document 2015 Airbus Group
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Registration Document l 2015 l AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 01 l Airbus Group SE (the “Company” and together with its dates they are made, and the Company disclaims any obligation subsidiaries the “Group” ) is a Dutch company, which is listed to update forward -looking statements, except as may be in France, Germany and Spain. The applicable regulations with otherwise required by law. The forward -looking statements in respect to public information and protection of investors, as well this Registration Document involve known and unknown risks, as the commitments made by the Company to securities and uncertainties and other factors that could cause the Company’s market authorities, are described in this Registration Document actual future results, performance and achievements to differ (the “Registration Document ”). materially from those forecasted or suggested herein. These On 27 May 2015 at the Annual General Meeting of Shareholders include changes in general economic and business conditions, (the “AGM”) of Airbus Group N.V., the conversion into a as well as the factors described under “Risk Factors” below. European Company was approved with the overwhelming majority of 99.99%. The conversion became effective on This Registration Document was prepared in accordance 28 May. Airbus Group N.V. is now called Airbus Group SE. with Annex 1 of EC Regulation No. 809 / 2004, filed in In addition to historical information, this Registration Document English with, and approved by, the Autoriteit Financiële includes forward-looking statements. The forward-lookingRISK Markten (the “AFM ” ) on 5 April 2016 in its capacity as statements are generally identified by the use of forward- competent authority under the Wet op het financieel looking words, such as “anticipate”, “believe”, “estimate”, toezicht (as amended) pursuant to Directive 2003 / 71 / EC. “expect”, “intend”, “plan”, “project”, “predict”, “will”, “should”, This Registration Document may be used in support of “may” or other variations of such terms, or by discussion of a financial transaction as a document forming part of a strategy. These statementsFACTORS relate to the Company’s futureX prospectus in accordance with Directive 2003 / 71 / EC only prospects, developments and business strategies and are if it is supplemented by a securities note and a summary based on analyses or forecasts of future results and estimates approved by the AFM. of amounts not yet determinable. These forward -looking statements represent the view of the Company only as of the AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 02 l Registration Document l 2015 l Risk Factors 1 Information on Group 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 2015 l 03 l 02 Risk Factors 07 Management’s Discussion and Analysis of Financial Condition 59 and Results of Operations 1. Financial Market Risks 08 2. Business- Related Risks 12 3. Legal Risks 19 2.1 Operating and Financial Review 60 4. Industrial and Environmental Risks 21 2.1.1 Overview 61 2.1.2 Significant Accounting Considerations, Policies and Estimates 63 2.1.3 Performance Measures 64 01 2.1.4 Results of Operations 68 2.1.5 Changes in Consolidated Total Equity Information on (Including Non-Controlling Interests) 71 23 Group Activities 2.1.6 Liquidity and Capital Resources 73 2.1.7 Hedging Activities 76 2.2 Financial Statements 76 1.1 Presentation of the Group 24 2.3 Statutory Auditors’ Fees 77 1.1.1 Overview 24 2.4 Information Regarding the Statutory 1.1.2 Airbus 28 Auditors 77 1.1.3 Airbus Helicopters 36 1.1.4 Airbus Defence and Space 39 1.1.5 Other: Airbus Group, Inc. 47 03 1.1.6 Investments 48 1.1.7 Insurance 49 General Description of the 1.1.8 Legal and Arbitration Proceedings 50 79 Company and its Share Capital 1.1.9 Research and Technology, Intellectual Property 51 1.1.10 Corporate Social Responsibility 53 1.1.11 Employees 55 3.1 General Description of the Company 80 1.2 Recent Developments 56 3.1.1 Commercial and Corporate Names, Seat and Registered Office 80 3.1.2 Legal Form 80 3.1.3 Governing Laws and Disclosures 80 3.1.4 Date of Incorporation and Duration of the Company 82 3.1.5 Objects of the Company 82 3.1.6 Commercial and Companies Registry 82 AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 04 l REGISTRATION DOCUMENT 2015 GENERAL TABLE OF CONTENTS 04 3.1.7 Inspection of Corporate Documents 82 Corporate Governance 103 3.1.8 Financial Year 82 3.1.9 Allocation and Distribution of Income 83 3.1.10 General Meetings 83 4.1 Management and Control 104 3.1.11 Disclosure of Holdings 84 4.1.1 Corporate Governance Arrangements 104 3.1.12 Mandatory Disposal 86 4.1.2 Dutch Corporate Governance Code, 3.1.13 Mandatory Offers 87 “Comply or Explain” 123 3.2 General Description of the Share Capital 87 4.1.3 Enterprise Risk Management System 124 3.2.1 Issued Share Capital 87 4.1.4 Ethics and Compliance Organisation 129 3.2.2 Authorised Share Capital 87 4.2 Interests of Directors and Principal 3.2.3 Modification of Share Capital Executive Offi cers 130 or Rights Attached to the Shares 88 4.2.1 Remuneration Policy 130 3.2.4 Securities Granting Access 4.2.2 Long-Term Incentives Granted to the Chief to the Company’s Share Capital 89 Executive Officer 140 3.2.5 Changes in the Issued Share Capital 89 4.2.3 Related Party Transactions 141 3.3 Shareholdings and Voting Rights 90 4.3 Employee Profi t Sharing 3.3.1 Shareholding Structure at the end of 2015 90 and Incentive Plans 141 3.3.2 Relationships with Principal Shareholders 91 4.3.1 Employee Profit Sharing and Incentive Agreements 141 3.3.3 Form of Shares 94 4.3.2 Employee Share Ownership Plans 141 3.3.4 Changes in the Shareholding of the Company 95 4.3.3 Long-Term Incentive Plans 142 3.3.5 Persons Exercising Control over the Company 95 3.3.6 Simplified Group Structure Chart 95 3.3.7 Purchase by the Company of its Own Shares 97 3.4 Dividends 99 05 3.4.1 Dividends and Cash Distributions Paid 99 3.4.2 Dividend Policy of the Company 99 Entity Responsible 147 3.4.3 Unclaimed Dividends 99 for the Registration Document 3.4.4 Taxation 100 5.1 Entity Responsible for the Registration Document 148 5.2 Statement of the Entity Responsible for the Registration Document 148 5.3 Information Policy 149 5.4 Undertakings of the Company regarding Information 149 5.5 Signifi cant Changes 149 AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 05 l Risk Factors l 2015 l RISK FACTORSX AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 06 l Registration Document 2015 Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 12 3. Legal Risks 19 4. Industrial and Environmental Risks 21 AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 07 l Risk Factors 1 Financial Market Risks The Company is subject to many risks and uncertainties that may affect its financial performance. The business, results of operation or financial 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. F inancial Mar ket Risks Global Economic and Sovereign Debt Concerns As a global company, the Company’s operations and of the euro. The progressive implementation of an institutional performance depend significantly on market and economic framework for Eurozone has decreased the immediate pressure conditions in Europe, the US, Asia and the rest of the world. on EU sovereign debt but risks for medium term economic Market disruptions and significant economic downturns may prospects remain. develop quickly due to, among other things, crises affecting Improving economic fundamentals such as in particular the low credit or liquidity markets, regional or global recessions, sharp unemployment rate in the US have triggered the first increase in fluctuations in commodity prices (including oil), currency interest rates of 0.25% by the Federal Reserve in nearly a decade exchange rates or interest rates, inflation or deflation, sovereign signalling confidence in the continued strength and sustainability debt and bank debt rating downgrades, restructurings or of a US recovery. The strong labour market, the recovery of the defaults, or adverse geopolitical events (including those in housing prices, and low energy cost support the recovery of the the Near and Middle East, Ukraine, Africa and other regions). US economy. However, a further strengthening of the US dollar, Any such disruption or downturn could affect the Company’s the slowdown of growth in Emerging Countries, the fall of equity activities for short or extended periods and have a negative markets and more globally the development of risk aversion may effect on the Company’s future results of operation and financial reduce the growth dynamic in the US. Risks on growth and more condition. importantly deflationary risks linked to the drop of oil price might In recent years, European financial markets have experienced reduce the pace and magnitude of the further normalisation significant disruptions as a result of concerns regarding the of the US monetary policy. Medium term concerns about the ability of certain countries in the euro-zone to reduce their budget increasing budget deficit and the sustainability of sovereign deficits and refinance or repay their sovereign debt obligations debt will likely have to be addressed over the next several years as they come due.