AIRBUS GROUP – REGISTRATION REGISTRATION DOCUMENT – FINANCIAL STATEMENTS DOCUMENT 2013 www.airbus-group.com FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2013 European Aeronautic Defence and Space Company EADS N.V. Mendelweg 30 2333 CS Leiden The Netherlands Auriga Building 4, rue du Groupe d’Or - BP 90112 31703 Blagnac cedex - France 2013 9 www.reports.airbus-group.com The complete AIRBUS GROUP Annual Report package 2013 consists of: Annual Review 2013 Registration Document 2013 "WE MAKE IT FLY" Financial Statements www.airbus-group.comwww.airbus-group.com Here you will find the Financial Statements 2013 Please also refer to the accompanying AIRBUS GROUP Corporate Responsibility and Sustainability Report 2013 Photographs © Airbus Group – © Airbus S.A.S. 2014 – Photo by Master Films/A. Doumenjou – X. All rights reserved. REGISTRATION DOCUMENT 2013 European Aeronautic Defence and Space Company EADS N.V. (the “Company” 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”). As further described in its press release of 2 January 2014, the Group has been rebranded as Airbus Group as of such date. The Company’s legal name change into Airbus Group N.V. shall be submitted to the Company’s Annual General Meeting of Shareholders (the “AGM”) scheduled for end of May 2014. The Company’s subsidiaries may change their legal names in line with the Group’s rebranding. 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 the Company’s 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 the Company only as of the dates they are made, and the Company 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 the Company’s 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, fi led in English with, and approved by, the Autoriteit Financiële Markten (the “AFM”) on 4 April 2014 in its capacity as competent authority under the Wet op het fi nancieel 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 — AIRBUS GROUP REGISTRATION DOCUMENT 2013 1 2 3 4 5 Q Back to Contents REGISTRATION DOCUMENT 2013 Risk Factors 1 Information on the Group’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 Entity Responsible for the Registration Document AIRBUS GROUP REGISTRATION DOCUMENT 2013 — 3 1 2 3 4 5 Q Back to Contents REGISTRATION DOCUMENT AIRBUS 2013 GROUP 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 12 3. Legal Risks 17 2.1 Operating and Financial Review 60 4. Industrial and Environmental Risks 19 2.1.1 Overview 61 2.1.2 Critical Accounting Considerations, Policies and Estimates 62 2.1.3 Performance Measures 67 2.1.4 Results of Operations 71 Information 2.1.5 Changes in Consolidated Total Equity 1 on the Group’s Activities 21 (Including Non-Controlling Interests) 76 2.1.6 Liquidity and Capital Resources 77 1.1 Presentation of the Group 22 2.1.7 Hedging Activities 84 1.1.1 Overview 22 2.2 Financial Statements 86 1.1.2 Airbus 26 2.3 Statutory Auditors’ Fees 87 1.1.3 Eurocopter (now Airbus Helicopters) 35 2.4 Information Regarding 1.1.4 Astrium 38 the Statutory Auditors 87 1.1.5 Cassidian 44 1.1.6 Other Businesses 46 1.1.7 Investments 47 1.1.8 Insurance 49 1.1.9 Legal and Arbitration Proceedings 50 General Description 3 of the Company and 1.1.10 Research and Technology, Intellectual Property 51 its Share Capital 89 1.1.11 Environmental Protection 53 1.1.12 Employees 56 3.1 General Description of the Company 90 1.1.13 Incorporation by Reference 57 3.1.1 Commercial and Corporate Names, 1.2 Recent Developments 57 Seat and Registered Offi ce 90 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 — AIRBUS GROUP REGISTRATION DOCUMENT 2013 1 2 3 4 5 Q Back to Contents 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 99 4.1.1 Corporate Governance Arrangements 118 3.2.4 Securities Granting Access 4.1.2 Corporate Governance Arrangements to the Company’s Share Capital 99 after the EGM on 27 March 2013 121 3.2.5 Changes in the Issued Share Capital 4.1.3 Dutch Corporate Governance Code, since Incorporation of the Company 100 “Comply or Explain” 131 3.3 Shareholdings and Voting Rights 102 4.1.4 Enterprise Risk Management System 132 3.3.1 Shareholding Structure 102 4.1.5 Ethics and Compliance Organisation 136 3.3.2 Relationships with Principal Shareholders 103 4.2 Interests of Directors and Principal Executive Offi cers 138 3.3.3 Form of Shares 106 4.2.1 Remuneration Policy 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 146 3.3.5 Persons Exercising Control over the Company 108 4.2.3 Related Party Transactions 146 3.3.6 Simplifi ed Group Structure Chart 108 4.3 Employee Profi t Sharing 3.3.7 Purchase by the Company of its Own Shares 110 and Incentive Plans 146 3.4 Dividends 113 4.3.1 Employee Profi t Sharing and Incentive Agreements 146 3.4.1 Dividends and Cash Distributions Paid 4.3.2 Employee Share Ownership Plans 147 Since the Incorporation of the Company 113 4.3.3 Long-Term Incentive Plans 148 3.4.2 Dividend Policy of the Company 113 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 155 5.1 Entity Responsible for the Registration Document 156 5.2 Statement of the Entity Responsible for the Registration Document 156 5.3 Information Policy 157 5.4 Undertakings of the Company regarding Information 157 5.5 Signifi cant Changes 157 AIRBUS GROUP REGISTRATION DOCUMENT 2013 — 5 RISK FACTORS 6 — AIRBUS GROUP REGISTRATION DOCUMENT 2013 1 2 3 4 5 Q Back to Contents Risk Factors 1. Financial Market Risks 8 2. Business-Related Risks 12 3. Legal Risks 17 4. Industrial and Environmental Risks 19 AIRBUS GROUP REGISTRATION DOCUMENT 2013 — 7 1 2 3 4 5 Q Back to Contents Risk Factors 1 Financial Market Risks The Company is subject to many risks and uncertainties that may affect its fi nancial performance. The business, results of operation or fi nancial 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. Financial Market Risks Global Economic and Sovereign Debt Concerns As a global company, the Company’s operations and performance normalisation of the monetary policy. The immediate impact depend signifi cantly on market and economic conditions in from the tapering is partly mitigated by an unchanged forward Europe, the US, Asia and the rest of the world. Market disruptions guidance on short-term policy rates. Medium term concerns and signifi cant economic downturns may develop quickly due to, about the increasing budget defi cit and the sustainability of among other things, crises affecting credit or liquidity markets, sovereign debt will likely have to be addressed over the next regional or global recessions, sharp fl uctuations in commodity several years through a combination of tax increases, agreed prices (including oil), currency exchange rates or interest rates, budget cuts or budget sequestration in defence and entitlement inflation or deflation, sovereign debt and bank debt rating spending, combined with an increase in the debt ceiling to fi nance downgrades, restructurings or defaults, or adverse geopolitical further borrowing.