Universal Registration Document 2020 Universal Registration Document
Total Page:16
File Type:pdf, Size:1020Kb
Universal Registration Document 2020 Universal Registration Document Airbus SE is a European public company they are made, and the Company disclaims (Societas Europaea), with its seat in Amsterdam, any obligation to update forward-looking the Netherlands, which is listed in France, statements, except as may be otherwise required Germany and Spain. by law. The forward-looking statements in As a result of the relabelling to a single Airbus this Registration Document involve known and brand, Airbus SE together with its subsidiaries unknown risks, uncertainties and other factors is referred to as “the Company” and no longer that could cause the Company’s actual future the Group. The segment formerly known as results, performance and achievements to differ “Airbus Commercial Aircraft” is referred to materially from those forecasted or suggested as “Airbus”. See “– Management’s Discussion herein. These include changes in general and Analysis of Financial Condition and Results of economic and business conditions, as well as Operations – 2.1.1.2 Reportable Business the factors described under “Risk Factors” below. Segments”. This Registration Document was prepared in In addition to historical information, this Universal accordance with Annex 1 and 2 of Commission Registration Document (“Registration Document”) Delegated Regulation (EU) 2019/980 and has includes forward-looking statements. been filed in English with the Autoriteit Financiële The forward-looking statements are generally Markten (the “AFM”) on 26 March 2021 in its identified by the use of forward-looking words, capacity as competent authority under Regulation such as “anticipate”, “believe”, “estimate”, “expect”, (EU) 2017/1129 (the “Prospectus Regulation”) “intend”, “plan”, “project”, “predict”, “will”, “should”, without prior approval pursuant to Article 9 “may” or other variations of such terms, or by of the Prospectus Regulation. discussion of strategy. These statements relate This Registration Document may be used for to the Company’s future prospects, the purposes of an offer to the public of securities developments and business strategies and are or admission of securities to trading on a based on analyses or forecasts of future results regulated market if approved by the AFM together and estimates of amounts not yet determinable. with any amendments, if applicable, These forward-looking statements represent and a securities note and summary approved the view of the Company only as of the dates in accordance with the Prospectus Regulation. 2 Airbus / Registration Document 2020 Risk Factors 1 Information on the Company’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 General Information Airbus / Registration Document 2020 3 Contents Universal Registration Risk Factors 07 Document 1. Financial Market Risks 08 2020 2. Business-Related Risks 13 3. Legal Risks 21 4. Environment, Human Rights, Health & Safety Risks 23 1 Information on the Company’s Activities 27 1.1 Presentation of the Company 28 1.1.1 Overview 28 1.1.2 Airbus (Commercial Aircraft) 32 1.1.3 Helicopters 41 1.1.4 Defence and Space 45 1.1.5 Investments 51 1.1.6 Insurance 51 1.1.7 Legal and Arbitration Proceedings 52 1.1.8 Research and Technology 54 1.2 Non-Financial Information 58 1.2.1 The Company’s Approach to Sustainability 58 1.2.2 Lead the Journey Towards Clean Aerospace 63 1.2.3 Build Our Business on the Foundation of Safety and Quality 74 1.2.4 Respect Human Rights and Foster Inclusion 78 1.2.5 Exemplify Business Integrity 86 1.2.6 Responsible Supply Chain 89 1.2.7 Community Engagement 94 1.3 Recent Developments 95 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 97 2.1 Operating and Financial Review 98 2.1.1 Overview 99 2.1.2 Significant Accounting Considerations, Policies and Estimates 102 2.1.3 Performance Measures 103 2.1.4 Results of Operations 107 2.1.5 Changes in Total Equity (Including Non-Controlling Interests) 111 2.1.6 Liquidity and Capital Resources 112 2.2 Financial Statements 116 2.3 Statutory Auditor Fees 116 2.4 Information Regarding the Statutory Auditors 116 4 Airbus / Registration Document 2020 3 4 General Description of the Company Corporate Governance 141 and its Share Capital 119 4.1 Management and Control 142 3.1 General Description of the Company 120 4.1.1 Corporate Governance Arrangements 142 3.1.1 Commercial and Corporate Names, 4.1.2 Dutch Corporate Governance Code, “Comply or Explain” 164 Seat and Registered Office 120 4.1.3 Enterprise Risk Management System 165 3.1.2 Legal Form 120 4.1.4 Internal Audit 167 3.1.3 Governing Laws and Disclosures 120 4.2 Interests of Directors 3.1.4 Date of Incorporation and Duration of the Company 121 and Principal Executive Officers 168 3.1.5 Objects of the Company 122 4.2.1 Remuneration Policy 168 3.1.6 Commercial and Companies Registry 122 4.2.2 Long-Term Incentives Granted 3.1.7 Inspection of Corporate Documents 122 to the Chief Executive Officer 181 3.1.8 Financial Year 122 4.2.3 Related Party Transactions 182 3.1.9 Allocation and Distribution of Income 122 3.1.10 General Meetings 123 4.3 Employee Success Sharing and Incentive Plans 182 3.1.11 Disclosure of Holdings 124 4.3.1 Employee Success Sharing and Incentive Agreements 182 3.1.12 Mandatory Disposal 125 4.3.2 Employee Share Ownership Plans 182 3.1.13 Mandatory Offers 126 4.3.3 Long-Term Incentive Plans 183 3.2 General Description of the Share Capital 127 3.2.1 Issued Share Capital 127 3.2.2 Authorised Share Capital 127 3.2.3 Modification of Share Capital or Rights Attached 5 to the Shares 127 3.2.4 Securities Granting Access to the Company’s Share Capital 128 General Information 189 3.2.5 Changes in the Issued Share Capital 128 5.1 Entity Responsible for 3.3 Shareholdings and Voting Rights 129 the Universal Registration Document 190 3.3.1 Shareholding Structure at the End of 2020 129 3.3.2 Relationships with Principal Shareholders 130 5.2 Statement of the Entity Responsible 3.3.3 Form of Shares 133 for the Universal Registration Document 190 3.3.4 Changes in the Shareholding of the Company 133 5.3 Information Policy 190 3.3.5 Persons Exercising Control over the Company 133 5.4 Undertakings of the Company 3.3.6 Simplified Group Structure Chart 133 regarding Information 191 3.3.7 Purchase by the Company of its Own Shares 135 5.5 Significant Changes 191 3.4 Dividends 137 3.4.1 Dividends and Cash Distributions Paid 137 5.6 Statement on Approval 191 3.4.2 Dividend Policy of the Company 137 3.4.3 Unclaimed Dividends 137 3.4.4 Taxation 137 Airbus / Registration Document 2020 5 6 Airbus / Registration Document 2020 Risk Factors 1. Financial Market Risks 08 2. Business-Related Risks 13 3. Legal Risks 21 4. Environment, Human Rights, Health & Safety Risks 23 Airbus / Registration Document 2020 7 Risk Factors / 1 Financial Market Risks The Company is subject to the risks and uncertainties described below that may materially affect its business, results of operations and financial condition. 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. Although a certain degree of risk is inherent in the Company’s business (as described in the risk factors mentioned in this section), the Company endeavours to minimise risk to the extent reasonably possible. To achieve its strategy, the Company is prepared to take modest or low event risks to provide sufficient predictability on profitability and cash flow given the necessity to stay competitive, invest in R&D and manage the diversified business portfolio in a world of uncertain market and economic conditions. Due to the importance of programmes and operations for the Company, a particular focus is put on the operational dimension of risk identification and management. Within the area of legal and compliance risks, the Company seeks to ensure that its business practices conform to applicable laws, regulations and ethical business principles, while developing a culture of integrity. Regarding financial risks, our risk approach can be qualified as prudent and the Company aims to minimise the downside risk through an appropriate liquidity buffer, moderate financial leverage and the use of hedging derivatives and other insurance products. 1. Financial Market Risks Global Economic Conditions The Company’s business, results The Company’s global presence includes France, Germany, Spain and the UK, fully-owned subsidiaries in the US, China, of operations and financial condition Japan, India and in the Middle East, and spare parts centres in are materially affected by global Hamburg, Frankfurt, Washington, Beijing, Dubai and Singapore. economic conditions. The Company also has engineering and training centres in Toulouse, Miami, Mexico, Wichita, Hamburg, Bangalore, Market disruptions and significant economic downturns may Beijing and Singapore, as well as an engineering centre in develop quickly due to, among other things, crises affecting Russia. There are also hubs and field service stations around credit or liquidity markets, regional or global recessions, sharp the world. The Company also relies on industrial co-operation fluctuations in commodity prices (including oil), currency and partnerships with major companies and a wide network of exchange rates or interest rates, inflation or deflation, sovereign suppliers. This global presence entails the risk of being affected debt and bank debt rating downgrades, restructurings or by weak market and economic conditions in particular in Europe, defaults, or adverse geopolitical events (including the impact of the US and Asia where it manufactures and to which it sells the Brexit, discussed below and global policy including in the United majority of its products.