Eads-Registration-Document-2012.Pdf
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REGISTRATION DOCUMENT 2012 European Aeronautic Defence and Space Company EADS N.V. European Aeronautic Defence and Space Company EADS N.V. (the “Company” or “EADS” and together with its subsidiaries, the “Group”) is a Dutch company, which is listed in France, Germany and Spain. The applicable regulations with respect to public information and protection of investors, as well as the commitments made by the Company to securities and market authorities, are described in this Registration Document (the “Registration Document”). In addition to historical information, this Registration Document includes forward-looking statements. The forward-looking statements are generally identifi ed by the use of forward-looking words, such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “predict”, “will”, “should”, “may” or other variations of such terms, or by discussion of strategy. These statements relate to EADS’ future prospects, developments and business strategies and are based on analyses or forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements represent the view of EADS only as of the dates they are made, and EADS disclaims any obligation to update forward-looking statements, except as may be otherwise required by law. The forward-looking statements in this Registration Document involve known and unknown risks, uncertainties and other factors that could cause EADS’ actual future results, performance and achievements to differ materially from those forecasted or suggested herein. These include changes in general economic and business conditions, as well as the factors described under “Risk Factors” below. This Registration Document was prepared in accordance with Annex 1 of EC Regulation 809/2004, filed in English with, and approved by, the Autoriteit Financiële Markten (the “AFM”) on 3 April 2013 in its capacity as competent authority under the Wet op het financieel toezicht (as amended) pursuant to Directive 2003/71/EC. This Registration Document may be used in support of a fi nancial transaction as a document forming part of a prospectus in accordance with Directive 2003/71/EC only if it is supplemented by a securities note and a summary approved by the AFM. 2 — EADS REGISTRATION DOCUMENT 2012 EADS REGISTRATION DOCUMENT 2012 Risk Factors 1 Information on EADS’ 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 EADS REGISTRATION DOCUMENT 2012 — 3 REGISTRATION DOCUMENT EADS 2012 Risk Factors 7 Management’s Discussion 2 and Analysis of Financial Condition 1. Financial Market Risks 8 and Results of Operations 59 2. Business-Related Risks 11 3. Legal Risks 16 2.1 Operating and Financial Review 60 4. Industrial and Environmental Risks 18 2.1.1 Overview 61 2.1.2 Critical Accounting Considerations, Policies and Estimates 62 Information 2.1.3 Performance Measures 66 1 on EADS’ Activities 21 2.1.4 Results of Operations 71 2.1.5 Changes in Consolidated Total Equity 1.1 Presentation of the EADS Group 22 (Including Non-Controlling Interests) 76 1.1.1 Overview 22 2.1.6 Liquidity and Capital Resources 77 1.1.2 Airbus 25 2.1.7 Hedging Activities 84 1.1.3 Eurocopter 34 2.2 Financial Statements 86 1.1.4 Astrium 37 2.3 Statutory Auditors’ Fees 87 1.1.5 Cassidian 42 2.4 Information Regarding the Statutory 1.1.6 Other Businesses 45 Auditors 87 1.1.7 Investments 47 1.1.8 Insurance 48 1.1.9 Legal and Arbitration Proceedings 49 General Description of the Company 3 and its Share Capital 89 1.1.10 Research and Technology, Intellectual Property 50 1.1.11 Environmental Protection 52 3.1 General Description of the Company 90 1.1.12 Employees 54 3.1.1 Commercial and Corporate Names, 1.1.13 Incorporation by Reference 55 Seat and Registered Offi ce 90 1.2 Recent Developments 56 3.1.2 Legal Form 90 3.1.3 Governing Laws and Disclosures 90 3.1.4 Date of Incorporation and Duration of the Company 92 3.1.5 Objects of the Company 92 3.1.6 Commercial and Companies Registry 92 3.1.7 Inspection of Corporate Documents 92 3.1.8 Financial Year 93 3.1.9 Allocation and Distribution of Income 93 3.1.10 General Meetings 93 3.1.11 Disclosure of Holdings 95 3.1.12 Mandatory Disposal 96 3.1.13 Mandatory Offers 97 4 — EADS REGISTRATION DOCUMENT 2012 GENERAL TABLE OF CONTENTS 3.2 General Description of the Share Capital 98 Corporate 3.2.1 Issued Share Capital 98 4 Governance 117 3.2.2 Authorised Share Capital 98 4.1 Management and Control 118 3.2.3 Modifi cation of Share Capital or Rights Attached to the Shares 98 4.1.1 New Corporate Governance Arrangements 118 3.2.4 Securities Granting Access 4.1.2 Corporate Governance Arrangements in 2012 121 to the Company’s Share Capital 99 4.1.3 Dutch Corporate Governance Code, 3.2.5 Changes in the Issued Share Capital since “Comply or Explain” 131 Incorporation of the Company 100 4.1.4 Enterprise Risk Management System 132 3.3 Shareholdings and Voting Rights 101 4.1.5 Compliance Organisation 137 3.3.1 Shareholding Structure 101 4.2 Interests of Directors and Principal 3.3.2 Relationships with Principal Shareholders 102 Executive Officers 138 3.3.3 Form of Shares 106 4.2.1 Remuneration Granted to Directors and Principal Executive Offi cers 138 3.3.4 Changes in the Shareholding of the Company Since its Incorporation 106 4.2.2 Long-Term Incentives Granted to the Chief Executive Offi cer 142 3.3.5 Persons Exercising Control over the Company 108 4.2.3 Related Party Transactions 142 3.3.6 Simplifi ed Group Structure Chart 108 4.2.4 Loans and Guarantees Granted to Directors 142 3.3.7 Purchase by the Company of its Own Shares 110 4.3 Employee Profit Sharing 3.4 Dividends 113 and Incentive Plans 143 3.4.1 Dividends and Cash Distributions Paid 4.3.1 Employee Profi t Sharing and Incentive Agreements 143 Since the Incorporation of the Company 113 4.3.2 Employee Share Ownership Plans 143 3.4.2 Dividend Policy of EADS 114 4.3.3 Long-Term Incentive Plans 144 3.4.3 Unclaimed Dividends 114 3.4.4 Taxation 114 3.5 Annual Securities Disclosure Report 115 Entity Responsible 5 for the Registration Document 151 5.1 Entity Responsible for the Registration Document 152 5.2 Statement of the Entity Responsible for the Registration Document 152 5.3 Information Policy 153 5.4 Undertakings of the Company regarding Information 153 5.5 Significant Changes 153 EADS REGISTRATION DOCUMENT 2012 — 5 Risk Factors 6 — EADS REGISTRATION DOCUMENT 2012 Risk Factors 1. Financial Market Risks 8 2. Business-Related Risks 11 3. Legal Risks 16 4. Industrial and Environmental Risks 18 EADS REGISTRATION DOCUMENT 2012 — 7 Risk Factors 1. Financial Market Risks EADS is subject to many risks and uncertainties that may affect its fi nancial performance. The business, results of operation or fi nancial condition of EADS could be materially adversely affected by the risks described below. These are not the only risks EADS faces. Additional risks and uncertainties not presently known to EADS 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, EADS’ operations and performance depend which may in turn adversely impact EADS’ sales in the defence signifi cantly on market and economic conditions in Europe, the sector, the market value of EADS’ investments or the exchange US and the rest of the world. Market disruptions and signifi cant rates at which EADS is able to hedge its foreign currency exposure. economic downturns may develop quickly due to, among other If economic conditions were to deteriorate, or if more pronounced things, crises affecting credit or liquidity markets, regional or global market disruptions were to occur, there could be a new or recessions, sharp fl uctuations in commodity prices (including oil), incremental tightening in the credit markets, low liquidity, and currency exchange rates or interest rates, infl ation or defl ation, extreme volatility in credit, currency and equity markets. This could sovereign debt and bank debt rating downgrades, restructurings have a number of effects on EADS’ business, including: or defaults, or adverse geopolitical events (including those in the Middle East, North Africa and other regions). Any such disruption — requests by customers to postpone or cancel orders for aircraft or downturn could affect EADS’ activities for short or extended due to, among other things, lack of adequate credit supply periods and have a negative effect on EADS’ future results of from the market to finance aircraft purchases or weak levels operation and fi nancial condition. of passenger demand for air travel and cargo activity more generally; European fi nancial markets have, in recent years, experienced signifi cant disruptions as a result of concerns regarding the ability — an increase in the amount of sales financing that EADS must of certain countries in the euro-zone to reduce their budget defi cits provide to its customers to support aircraft purchases, thereby and refi nance or repay their sovereign debt obligations as they increasing its exposure to the risk of customer defaults despite come due. These disruptions have contributed to tightened credit any security interests EADS might have in the underlying aircraft; markets, increased volatility in the exchange rate of the euro against — further reductions in public spending for defence, homeland other major currencies and considerable uncertainty regarding the security and space activities, which go beyond those budget near-term economic prospects of countries in the EU as well as the consolidation measures already proposed by governments quality of loans to sovereign debtors and banks in the EU.