Livre 1.Indb

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Livre 1.Indb European Aeronautic Defence and Space Company EADS N.V. Registration Document 2010 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 identified 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. 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 19 April 2011 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 financial 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 I EADS REGISTRATION DOCUMENT 2010 Registration Document 2010 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 2010 I 3 Registration Document 2010 Risk Factors 7 Management’s Discussion 2 and Analysis of Financial Condition 1. Financial Market Risks 8 and Results of Operations 69 2. Business-Related Risks 10 2.1 Operating and Financial Review 70 3. Legal Risks 16 2.1.1 Certain Information 70 4. Industrial and Environmental Risks 17 2.1.2 Overview 70 2.1.3 Critical Accounting Considerations, Policies and Estimates 73 2.1.4 Measurement of Management’s Performance 77 Information 2.1.5 Results of Operations 81 1 on EADS’ Activities 21 2.1.6 Changes in Consolidated Total Equity 1.1 Presentation of the EADS Group 22 (including Non-controlling Interests) 87 1.1.1 Overview 22 2.1.7 Liquidity and Capital Resources 88 1.1.2 Airbus 28 2.1.8 Hedging Activities 95 1.1.3 Eurocopter 37 2.2 Financial Statements 97 1.1.4 Astrium 41 2.3 Statutory Auditors’ Fees 98 1.1.5 Cassidian 46 2.4 Information Regarding the Statutory 1.1.6 Other Businesses 51 Auditors 98 1.1.7 Investments 52 1.1.8 Insurance 54 1.1.9 Legal and Arbitration Proceedings 55 1.1.10 Research and Technology, Intellectual Property 56 General Description 1.1.11 Environmental Protection 59 3 of the Company and its Share Capital 101 1.1.12 Employees 64 1.1.13 Incorporation by Reference 65 3.1 General Description of the Company 102 1.2 Recent Developments 65 3.1.1 Commercial and Corporate Names, Seat and Registered Offi ce 102 3.1.2 Legal Form 102 3.1.3 Governing Laws and Disclosures 102 3.1.4 Date of Incorporation and Duration of the Company 105 3.1.5 Objects of the Company 105 3.1.6 Commercial and Companies Registry 105 3.1.7 Inspection of Corporate Documents 105 3.1.8 Financial Year 105 3.1.9 Allocation and Distribution of Income 106 3.1.10 General Meetings 106 3.1.11 Disclosure of Holdings 108 3.1.12 Mandatory Offers 109 4 I EADS REGISTRATION DOCUMENT 2010 GENERAL TABLE OF CONTENTS 3.2 General Description of the Share Capital 111 Corporate 3.2.1 Issued Share Capital 111 4 Governance 133 3.2.2 Authorised Share Capital 111 4.1 Management and Control 135 3.2.3 Modifi cation of Share Capital or Rights Attached 4.1.1 Board of Directors, Chairman to the Shares 111 and Chief Executive Offi cer 136 3.2.4 Securities Granting Access to the Company’s 4.1.2 Board Committees 147 Share Capital 112 4.1.3 Executive Committee 148 3.2.5 Changes in the Issued Share Capital since Incorporation of the Company 113 4.1.4 Enterprise Risk Management System 150 4.1.5 Compliance Organisation 155 3.3 Shareholdings and Voting Rights 114 3.3.1 Shareholding Structure 114 4.2 Interests of Directors and Principal Executive Offi cers 156 3.3.2 Relationships with Principal Shareholders 116 4.2.1 Remuneration Granted to Directors 3.3.3 Form of Shares 121 and Principal Executive Offi cers 156 3.3.4 Changes in the Shareholding of the Company 4.2.2 Long-Term Incentives Granted to Since its Incorporation 121 the Chief Executive Offi cer 159 3.3.5 Persons Exercising Control over the Company 123 4.2.3 Related Party Transactions 160 3.3.6 Simplifi ed Group Structure Chart 123 4.2.4 Loans and Guarantees Granted to Directors 160 3.3.7 Purchase by the Company of its Own Shares 125 4.3 Employee Profi t Sharing 3.4 Dividends 128 and Incentive Plans 160 3.4.1 Dividends and Cash Distributions Paid 4.3.1 Employee Profi t Sharing and Incentive Since the Incorporation of the Company 128 Agreements 160 3.4.2 Dividend Policy of EADS 129 4.3.2 Employee Share Ownership Plans 161 3.4.3 Unclaimed Dividends 129 4.3.3 Long-Term Incentive Plans 161 3.4.4 Taxation 129 3.5 Annual Securities Disclosure Report 130 Entity Responsible 5 for the Registration Document 171 5.1 Entity Responsible for the Registration Document 172 5.2 Statement of the Entity Responsible for the Registration Document 172 5.3 Information Policy 173 5.4 Undertakings of the Company regarding Information 173 5.5 Signifi cant Changes 174 EADS REGISTRATION DOCUMENT 2010 I 5 6 I EADS REGISTRATION DOCUMENT 2010 Risk Factors 1. Financial Market Risks 8 2. Business-Related Risks 10 3. Legal Risks 16 4. Industrial and Environmental Risks 17 EADS REGISTRATION DOCUMENT 2010 I 7 RISK FACTORS 1 FINANCIAL MARKET RISKS EADS is subject to many risks and uncertainties that may affect its financial performance. The business, financial condition or results of operation 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 deems immaterial may also impair its business and operations. 1. Financial Market Risks Exposure to Foreign Currencies A significant portion of EADS’ revenues is denominated dollar-denominated revenues that is not hedged in accordance in US dollars, while a substantial portion of its costs is with EADS’ hedging strategy will be exposed to changes in incurred in euro, and to a lesser extent, in pounds sterling. exchange rates, which may be significant. Consequently, to the extent that EADS does not use financial instruments to hedge its exposure resulting from this foreign Currency exchange rate fluctuations in those currencies currency mismatch, its profits will be affected by market other than the US dollar in which EADS incurs its principal changes in the exchange rate of the US dollar against these manufacturing expenses (mainly the euro) may have the effect currencies, and to a lesser extent, by market changes in the of distorting competition between EADS and competitors exchange rate of pound sterling against the euro. EADS has whose costs are incurred in other currencies. This is particularly therefore implemented a long-term hedging portfolio to help true with respect to fluctuations relative to the US dollar, as secure the rates at which a portion of its future US dollar- many of EADS’ products and those of its competitors (eg, in denominated revenues (arising primarily at Airbus and in the the defence export market) are priced in US dollars. EADS’ commercial satellite business) are converted into euro or pound ability to compete with competitors may be eroded to the sterling, in order to manage and minimise this foreign currency extent that any of EADS’ principal currencies appreciates in exposure. value against the principal currencies of such competitors. There are complexities inherent in determining whether and EADS’ consolidated revenues, costs, assets and liabilities when foreign currency exposure of EADS will materialise, denominated in currencies other than the euro are translated in particular given the possibility of unpredictable revenue into the euro for the purposes of compiling its financial variations arising from order cancellations, postponements statements. Changes in the value of these currencies relative to or delivery delays. EADS may also have difficulty in fully the euro will therefore have an effect on the euro value of EADS’ implementing its hedging strategy if its hedging counterparties reported revenues, costs, EBIT*, other financial result, assets are unwilling to extend further credit, and is exposed to the risk and liabilities.
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