REGISTRATION DOCUMENT 2011 11 Mm
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REGISTRATION DOCUMENT 2011 11 mm Company” or “EADS 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 in “Risk Factors” below. approved by, the Autoriteit Financiële Markten April 2012 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 if it is supplemented by a securities note and a summary approved by the AFM. 2 I EADS REGISTRATION DOCUMENT 2011 EADS_UK_2011_REGISTRATION_DOC_11mm_.indd 4-6 27/04/12 16:10 EAD020 2011 RD EV LIVRE.indb 2 23/04/12 18:25 EADS REGISTRATION DOCUMENT 2011 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 2011 I 3 EADS REGISTRATION DOCUMENT 2011 Risk Factors 7 Management’s Discussion 1. Financial Market Risks 8 2 and Analysis of Financial Condition and Results of Operations 61 2. Business-Related Risks 11 3. Legal Risks 16 2.1 Operating and Financial Review 62 4. Industrial and Environmental Risks 18 2.1.1 Overview 62 2.1.2 Critical Accounting Considerations, Policies and Estimates 63 Information 2.1.3 Measurement of Management’s Performance 68 1 on EADS’ Activities 21 2.1.4 Results of Operations 72 2.1.5 Changes in Consolidated Total Equity 1.1 Presentation of the EADS Group 22 (Including Non-Controlling Interests) 77 1.1.1 Overview 22 2.1.6 Liquidity and Capital Resources 78 1.1.2 Airbus 27 2.1.7 Hedging Activities 85 1.1.3 Eurocopter 36 2.2 Financial Statements 87 1.1.4 Astrium 39 2.3 Statutory Auditors’ Fees 88 1.1.5 Cassidian 44 2.4 Information Regarding 1.1.6 Other Businesses 48 the Statutory Auditors 88 1.1.7 Investments 49 1.1.8 Insurance 50 1.1.9 Legal and Arbitration Proceedings 51 General Description of the Company 1.1.10 Research and Technology, Intellectual Property 52 3 and its Share Capital 91 1.1.11 Environmental Protection 54 1.1.12 Employees 57 3.1 General Description of the Company 92 1.1.13 Incorporation by Reference 58 3.1.1 Commercial and Corporate Names, Seat and Registered Offi ce 92 1.2 Recent Developments 58 3.1.2 Legal Form 92 3.1.3 Governing Laws and Disclosures 92 3.1.4 Date of Incorporation and Duration of the Company 94 3.1.5 Objects of the Company 94 3.1.6 Commercial and Companies Registry 94 3.1.7 Inspection of Corporate Documents 95 3.1.8 Financial Year 95 3.1.9 Allocation and Distribution of Income 95 3.1.10 General Meetings 95 3.1.11 Disclosure of Holdings 97 3.1.12 Mandatory Offers 98 4 I EADS REGISTRATION DOCUMENT 2011 GENERAL TABLE OF CONTENTS 3.2 General Description of the Share Capital 100 Corporate 3.2.1 Issued Share Capital 100 4 Governance 119 3.2.2 Authorised Share Capital 100 4.1 Management and Control 121 3.2.3 Modifi cation of Share Capital or Rights Attached to the Shares 100 4.1.1 Board of Directors, Chairman and Chief Executive Offi cer 122 3.2.4 Securities Granting Access to the Company’s Share Capital 100 4.1.2 Board Committees 132 3.2.5 Changes in the Issued Share Capital since 4.1.3 Executive Committee 133 Incorporation of the Company 101 4.1.4 Enterprise Risk Management System 135 3.3 Shareholdings and Voting Rights 102 4.1.5 Compliance Organisation 139 3.3.1 Shareholding Structure 102 4.2 Interests of Directors and Principal 3.3.2 Relationships with Principal Shareholders 103 Executive Offi cers 140 3.3.3 Form of Shares 107 4.2.1 Remuneration Granted to Directors and Principal Executive Offi cers 140 3.3.4 Changes in the Shareholding of the Company Since its Incorporation 108 4.2.2 Long-Term Incentives Granted to the Chief Executive Offi cer 143 3.3.5 Persons Exercising Control over the Company 109 4.2.3 Related Party Transactions 144 3.3.6 Simplifi ed Group Structure Chart 109 4.2.4 Loans and Guarantees Granted to Directors 144 3.3.7 Purchase by the Company of its Own Shares 111 4.3 Employee Profi t Sharing 3.4 Dividends 114 and Incentive Plans 144 3.4.1 Dividends and Cash Distributions Paid 4.3.1 Employee Profi t Sharing Since the Incorporation of the Company 114 and Incentive Agreements 144 3.4.2 Dividend Policy of EADS 114 4.3.2 Employee Share Ownership Plans 145 3.4.3 Unclaimed Dividends 115 4.3.3 Long-Term Incentive Plans 145 3.4.4 Taxation 115 3.5 Annual Securities Disclosure Report 116 Entity Responsible 5 for the Registration Document 153 5.1 Entity Responsible for the Registration Document 154 5.2 Statement of the Entity Responsible for the Registration Document 154 5.3 Information Policy 155 5.4 Undertakings of the Company regarding Information 155 5.5 Signifi cant Changes 155 EADS REGISTRATION DOCUMENT 2011 I 5 1 2 3 4 5 4 Back to Contents RISK FACTORS 6 I EADS REGISTRATION DOCUMENT 2011 1 2 3 4 5 4 Back to Contents 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 2011 I 7 RISK FACTORS FINANCIAL MARKET RISKS 1 2 3 4 5 4 Back to Contents 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 EU Sovereign Debt Crisis EADS’ operations and performance depend signifi cantly on equity markets. This could have a number of effects on EADS’ economic conditions in Europe, the US and the rest of the business, including: world. Economic and market conditions may deteriorate O requests by customers to postpone or cancel orders for signifi cantly due to, among other things, crises affecting credit aircraft due to, among other things, lack of adequate credit or liquidity markets, regional or global recessions, sharp supply from the market to finance aircraft purchases or weak fl uctuations in commodity prices (including oil), currency exchange rates or interest rates, infl ation or defl ation, sovereign levels of passenger demand for air travel and cargo activity debt and bank debt rating downgrades, restructurings or more generally; defaults, or adverse geopolitical events (including those in the O an increase in the amount of sales financing that EADS Middle East, North Africa and other regions). Sharp economic must provide to its customers to support aircraft purchases, downturns may develop quickly and could affect EADS’ thereby increasing its exposure to the risk of customer business for short or extended periods and have a negative defaults despite any security interest it might hold in the effect on EADS’ future results of operation and fi nancial underlying aircraft; condition. O further reductions in public spending for defence, homeland European fi nancial markets have recently experienced security and space activities, which go beyond those budget signifi cant disruptions as a result of concerns regarding the consolidation measures already proposed by governments ability of certain countries in the euro-zone to reduce their public around the world; defi cits and refi nance or pay their debt obligations as they come due. Banks with exposure to these countries and which must O insolvency or financial instability of outsourcing partners also comply with stricter regulations have faced funding issues or suppliers or their inability to obtain credit to finance and have started to reduce their balance sheets accordingly. development and / or manufacture products, resulting in Such disruptions have contributed to increased volatility in product delays; the exchange rate of the euro against other major currencies, affected the credit markets and created uncertainty regarding O continued de-leveraging as well as mergers and bankruptcies the near-term economic prospects of countries in the EU as well of banks or other financial institutions, resulting in a smaller as the quality of loans to sovereign debtors and banks in the universe of counterparties and lower availability of credit, EU.