Registration
Document
l 2015 l

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 01 l

Airbus Group SE (the “Company ” and together with its
subsidiaries the “Group”) is a Dutch company, which is listed
in France, Germany and Spain. The applicable regulations withrespect to public information and protection of investors, as wellas the commitments made by the Company to securities andmarket authorities, are described in this Registration Document(the “Registration Document ”).
On 27 May 2015 at the Annual General Meeting of Shareholders(the “AGM”) of Airbus Group N.V., the conversion into a
European Company was approved with the overwhelming
majority of 99.99%. The conversion became effective on
28 May. Airbus Group N.V. is now called Airbus Group SE.
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 ofstrategy. These statements relate to the Company’s future
prospects, developments and business strategies and are
based on analyses or forecasts of future results and estimatesof amounts not yet determinable. These forward - looking
statements represent the view of the Company only as of thedates they are made, and the Company disclaims any obligation
to update forward - looking statements, except as may beotherwise required by law. The forward-looking statements inthis 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.

X
FACTORSRISKThis Registration Document was prepared in accordancewith Annex 1 of EC Regulation No. 809 / 2004, filed in
English with, and approved by, the Autoriteit Financiële
Markten (the “AFM ” ) on 5 April 2016 in its capacity ascompetent authority under the Wet op het financieeltoezicht (as amended) pursuant to Directive 2003 / 71 / EC.
This Registration Document may be used in support ofa financial transaction as a document forming part of aprospectus in accordance with Directive 2003 / 71 / EC only
if it is supplemented by a securities note and a summary
approved by the AFM.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 02 l

Registration Documentl 2015 l

Risk Factors

1

Information on Group Activities

2

Management’s Discussion
and Analysis of Financial Condition
and Results of Operations

3

General Description of theCompany and its Share Capital4

Corporate Governance5

Entity Responsible
for the Registration Document

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 03 l

02
Risk Factors

07

Management’s Discussion andAnalysis of Financial Condition
and Results of Operations

59

1.

Financial Market Risks

08

2.

Business-Related Risks

12

3.

Legal Risks

19

2.1

Operating and Financial Review

60

21

2.1.1

Overview

61

4.

Industrial and Environmental Risks

01
Information on
Group Activities

23

2.1.2 Signiﬁcant Accounting Considerations,
Policies and Estimates63

2.1.3 Performance Measures64

2.1.4 Results of Operations

68

2.1.5 Changes in Consolidated Total Equity(Including Non-Controlling Interests)

71

2.1.6 Liquidity and Capital Resources

73

2.1.7

Hedging Activities

76

2.2

Financial Statements

76

1.1

Presentation of the Group

24

2.3

Statutory Auditors’ Fees

77

1.1.1

Overview

24

2.4

Information Regarding the Statutory
Auditors

77

1.1.2 Airbus

28

1.1.3 Airbus Helicopters

36

1.1.4

39

Airbus Defence and Space

1.1.5 Other: Airbus Group, Inc.

47

1.1.6

Investments

48

1.1.7

Insurance

49

1.1.8 Legal and Arbitration Proceedings

50

1.1.9

51

Research and Technology, Intellectual Property

03
General Description of theCompany and its Share Capital

79

1.1.10 Corporate Social Responsibility

53

1.1.11 Employees

55

3.1

General Description of the Company

80

1.2

56

3.1.1

Commercial and Corporate Names,
Seat and Registered Ofﬁce

80

Recent Developments

3.1.2 Legal Form

80

3.1.3 Governing Laws and Disclosures80

3.1.4 Date of Incorporation and Durationof the Company

82

3.1.5 Objects of the Company

82

3.1.6 Commercial and Companies Registry82

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 04 l

REGISTRATION DOCUMENT 2015

GENERAL TABLE OF CONTENTS

04
3.1.7 Inspection of Corporate Documents

82

3.1.8 Financial Year82

3.1.9 Allocation and Distribution of Income

83

3.1.10 General Meetings

Corporate Governance

103

83

4.1

Management and Control

104

3.1.11 Disclosure of Holdings

84

4.1.1

Corporate Governance Arrangements

104

3.1.12 Mandatory Disposal

86

3.1.13 Mandatory Offers

87

4.1.2 Dutch Corporate Governance Code,“Comply or Explain”

123

General Description of the Share Capital 87

4.1.3 Enterprise Risk Management System

124
129

3.2

3.2.1 Issued Share Capital

87

4.1.4 Ethics and Compliance Organisation

3.2.2 Authorised Share Capital

87

4.2

3.2.3 Modiﬁcation of Share Capitalor Rights Attached to the Shares

88

4.2.1 Remuneration Policy

130

3.2.4 Securities Granting Accessto the Company’s Share Capital

89

4.2.2 Long-Term Incentives Granted to the Chief
Executive Ofﬁcer

140

3.2.5 Changes in the Issued Share Capital

89

4.2.3 Related Party Transactions

141

3.3

90

4.3

Shareholdings and Voting Rights

3.3.1 Shareholding Structure at the end of 201590

3.3.2 Relationships with Principal Shareholders

91

3.3.3 Form of Shares

94

3.3.4 Changes in the Shareholding of the Company

95

3.3.5 Persons Exercising Control over the Company

95

3.3.6 Simpliﬁed Group Structure Chart

95

3.3.7 Purchase by the Company of its Own Shares

97

3.4

99

Dividends

3.4.1 Dividends and Cash Distributions Paid

99

3.4.2 Dividend Policy of the Company

99

3.4.3 Unclaimed Dividends

99

3.4.4 Taxation

100

Interests of Directors and Principal
Executive Ofﬁcers

Employee Proﬁt Sharing
and Incentive Plans

130

141

4.3.1 Employee Proﬁt Sharing
and Incentive Agreements

141

4.3.2 Employee Share Ownership Plans

141

4.3.3 Long-Term Incentive Plans

142

05
Entity Responsible
for the Registration Document
5.1

147

Entity Responsible
for the Registration Document

148

5.2

Statement of the Entity Responsible
for the Registration Document

148

5.3

Information Policy

149

5.4

Undertakings of the Company
regarding Information

149

Signiﬁcant Changes

149

5.5

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 05 l

Risk Factors
l 2015 l

X
FACTORSRISK

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 06 l

Registration Document 2015

Risk Factors
1.

Financial Market Risks

08

2.

Business-Related Risks

12

3.

Legal Risks

19

4.

Industrial and Environmental Risks

21

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 07 l

Risk Factors
1 Financial Market Risks

The Company is subject to many risks and uncertainties that may affectits ﬁnancial performance. The business, results of operation or ﬁnancial
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 businessand operations.

1.

Financial Market Risks

Global Economic and Sovereign Debt Concerns
As a global company, the Company’s operations andperformance depend signiﬁcantly on market and economic
conditions in Europe, the US, Asia and the rest of the world.
Market disruptions and signiﬁcant economic downturns may
develop quickly due to, among other things, crises affecting
credit or liquidity markets, regional or global recessions, sharp
fluctuations in commodity prices (including oil), currency
exchange rates or interest rates, inﬂation or deﬂation, sovereign
debt and bank debt rating downgrades, restructurings ordefaults, or adverse geopolitical events (including those in
the Near and Middle East, Ukraine, Africa and other regions).
Any such disruption or downturn could affect the Company’s
activities for short or extended periods and have a negative
effect on the Company’s future results of operation and ﬁnancial
condition.
In recent years, European ﬁnancial markets have experienced
signiﬁcant disruptions as a result of concerns regarding theability of certain countries in the euro-zone to reduce their budget
deﬁcits and reﬁnance or repay their sovereign debt obligations
as they come due. The European Central Bank and euro-zone
policy makers have so far succeeded to stabilise the eurozone and the European banks. However, austerity measures
as well as lower credit supply to the real economy have slowed
down economic activity and as a result consumer prices are
far below the target levels. The European Central Bank has
ampliﬁed its expansive monetary policy in order to ﬁght against
deﬂationary trends, induce economic growth and complement
structural reforms. The policy includes negative deposit rates
and a quasi open-ended quantitative easing programme started
in March 2015 and further extended in December 2015 to an
equivalent of about € 1.5 trillion which triggered a weakeningof the euro. The progressive implementation of an institutionalframework for Eurozone has decreased the immediate pressure
on EU sovereign debt but risks for medium term economic
prospects remain.
Improving economic fundamentals such as in particular the low
unemployment rate in the US have triggered the ﬁrst increase ininterest rates of 0.25% by the Federal Reserve in nearly a decadesignalling conﬁdence in the continued strength and sustainabilityof a US recovery. The strong labour market, the recovery of the
housing prices, and low energy cost support the recovery of the
US economy. However, a further strengthening of the US dollar,
the slowdown of growth in Emerging Countries, the fall of equity
markets and more globally the development of risk aversion may
reduce the growth dynamic in the US. Risks on growth and more
importantly deﬂationary risks linked to the drop of oil price might
reduce the pace and magnitude of the further normalisationof the US monetary policy. Medium term concerns about theincreasing budget deﬁcit and the sustainability of sovereign
debt will likely have to be addressed over the next several years
through a combination of tax increases, agreed budget cuts
or budget sequestration in defence and entitlement spending,combined with an increase in the debt ceiling to ﬁnance further
borrowing. This could negatively affect economic growth in
the US and worldwide, the creditworthiness of US Treasury
securities and the exchange rate of the US dollar against othermajor currencies (in particular euro or pound sterling), which may
in turn adversely impact the Company’s sales in the defence
sector, the market value of the Company’s investments or theexchange rates at which the Company is able to hedge its
foreign currency exposure.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 08 l

Registration Document 2015
Risk Factors
1 Financial Market Risks

China has acknowledged additional downward revisions in its
GDP growth targets, conﬁrming fears of a slowdown in theworld’s largest growth engine. This reversion in Chinese demandis exacerbating pressures on global commodity markets andsubsequently to other economies with high exposure oncommodities such as Russia, Middle East or Brazil. Besidethe diverging policies of European Central Bank and Federal inparallel, the reduction of monetary easing by the Federal Reserve
Bank and the expected increase of US treasury yields impact
ﬁ nancial markets of emerging countries, in particular thosewith high current account deﬁcits. The noticeable slowdownof emerging markets results in cuts of policy rates and thedevaluation of local currencies against US dollar. The continued
reallocation of investments to the US and the devaluation of
emerging market currencies deteriorate the external reﬁnancing
conditions for issuers from emerging countries including ourcustomers in these countries.
If economic conditions were to deteriorate, or if more pronounced
market disruptions were to occur, there could be a new orincremental tightening in the credit markets, low liquidity, andextreme volatility in credit, currency, commodity and equity
markets. This could have a number of effects on the Company’sbusiness, including:requests by customers to postpone or cancel existing orders
for aircraft (including helicopters) or decision by customers toreview their order intake strategy due to, among other things,
lack of adequate credit supply from the market to ﬁnanceaircraft purchases or change in operating costs or weak levelsof passenger demand for air travel and cargo activity moregenerally;Q
an increase in the amount of sales ﬁnancing that the Company
must provide to its customers to support aircraft purchases,
thereby increasing its exposure to the risk of customer defaults
Q

despite any security interests the Company might have in theunderlying aircraft;Q
further reductions in public spending for defence, homeland
security and space activities, which go beyond those budget
consolidation measures already proposed by governments
around the world;Qﬁ nancial instability, inability to obtain credit or insolvencyof key suppliers and subcontractors, thereby impacting
the Company’s ability to meet its customer obligations in asatisfactory and timely manner;Q
continued de-leveraging as well as mergers, rating
downgrades and bankruptcies of banks or other ﬁnancial
institutions, resulting in a smaller universe of counterparties
and lower availability of credit, which may in turn reduce theavailability of bank guarantees needed by the Company for its
businesses or restrict its ability to implement desired foreign
currency hedges;Q
default of investment or derivative counterparties and otherfinancial institutions, which could negatively impact theCompany’s treasury operations including the cash assets of
the Company; andQdecreased performance of the Group’s cash investments due
to low and partly negative interest rates.
The Company’s financial results could also be negatively
affected depending on gains or losses realised on the saleor exchange of ﬁnancial instruments; impairment charges
resulting from revaluations of debt and equity securities andother investments; interest rates; cash balances; and changes
in fair value of derivative instruments. Increased volatility inthe ﬁnancial markets and overall economic uncertainty would
increase the risk of the actual amounts realised in the future on
the Company’s ﬁnancial instruments differing signiﬁcantly fromthe fair values currently assigned to them.

Foreign Currency Exposure
A signiﬁcant portion of the Company’s revenues is denominatedin US dollars, while a major portion of its costs is incurred ineuro, and to a lesser extent, in pounds sterling. Consequently, tothe extent that the Company does not use ﬁnancial instruments
to hedge its exposure resulting from this foreign currency
mismatch, its proﬁts will be affected by market changes in theexchange rate of the US dollar against these currencies. The
Company has therefore implemented a long-term hedging
portfolio to help secure the rates at which a portion of its future
US dollar-denominated revenues (arising primarily at Airbus) areconverted into euro or pound sterling, in order to manage andminimise this foreign currency exposure.
There are complexities inherent in determining whether andwhen foreign currency exposure of the Company will materialise,in particular given the possibility of unpredictable revenue

variations arising from order cancellations, postponements ordelivery delays. The Company may also have difﬁculty in fully
implementing its hedging strategy if its hedging counterparties
are unwilling to increase derivatives risk limits with the Company,
and is exposed to the risk of non-performance or default by
these hedging counterparties. The exchange rates at which theCompany is able to hedge its foreign currency exposure may
also deteriorate, as the euro could appreciate against the US
dollar for some time as it has been the case in the past andas the higher capital requirements for banks result in higher
credit charges for uncollateralised derivatives. Accordingly,
the Company’s foreign currency hedging strategy may notprotect it from signiﬁcant changes in the exchange rate of the
US dollar to the euro and the pound sterling, in particular overthe long term, which could have a negative effect on its results

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 09 l

Risk Factors
1 Financial Market Risksof operation and ﬁnancial condition. In addition, the portion of
the Company’s US dollar-denominated revenues that is nothedged in accordance with the Company’s hedging strategy
will be exposed to changes in exchange rates, which may besigniﬁcant.
When effectively hedged, the Company recognises fair valuechanges of the derivative portfolio in equity until instruments’maturity. If the US dollar appreciates against the euro comparedto the rate at which the Company has hedged its future
US dollar-denominated revenues the mark to market of thederivative portfolio becomes negative. Hence, the Company’s
equity is accordingly reduced which could eventually result into
restrictions of equity otherwise available for dividend distribution
or share buy-backs. Currency exchange rate ﬂuctuations in thosecurrencies other than the US dollar in which the Company incurs
its principal manufacturing expenses (mainly the euro) may affectthe ability of the Company to compete with competitors whose
costs are incurred in other currencies. This is particularly true
with respect to ﬂuctuations relative to the US dollar, as many of
the Company’s products and those of its competitors (e.g., in the
defence export market) are priced in US dollars. The Company’s

ability to compete with competitors may be eroded to the extent
that any of the Company’s principal currencies appreciates
in value against the principal currencies of such competitors.
The Company’s consolidated revenues, costs, assets andliabilities denominated in currencies other than the euro aretranslated into the euro for the purposes of compiling its ﬁnancial
statements. Changes in the value of these currencies relative
to the euro will therefore have an effect on the euro value of theCompany’s reported revenues, costs, earnings before interestand taxes, pre-goodwill impairment and exceptionals (“EBIT*”),other ﬁnancial result, assets and liabilities.
See “— Management’s Discussion and Analysis of Financial
Condition and Results of Operations — 2.1.7 Hedging Activities”
for a discussion of the Company’s foreign currency hedging
strategy. See “— Management’s Discussion and Analysisof Financial Condition and Results of Operations — 2.1.2.3
Accounting for Hedged Foreign Exchange Transactions in
the Financial Statements” for a summary of the Company’s
accounting treatment of foreign currency hedging transactions.

Sales Financing Arrangements
In support of sales, the Company may agree to participate inthe ﬁnancing of selected customers. As a result, the Company
has a portfolio of leases and other ﬁnancing arrangementswith airlines and other customers. The risks arising from theCompany’s sales ﬁnancing activities may be classiﬁed into two
categories: (i) credit risk, which concerns the customer’s ability
to perform its obligations under a ﬁnancing arrangement, and(ii) aircraft value risk, which primarily relates to unexpected
decreases in the future value of aircraft. Measures taken by
the Company to mitigate these risks include optimised ﬁnancing
and legal structures, diversiﬁcation over a number of aircraft
and customers, credit analysis of ﬁnancing counterparties,
provisioning for the credit and asset value exposure, andtransfers of exposure to third parties. No assurances may
be given that these measures will protect the Company fromdefaults by its customers or signiﬁcant decreases in the valueof the ﬁnanced aircraft in the resale market.
The Company’s sales ﬁnancing arrangements expose it toaircraft value risk, because it generally retains security interests
in aircraft for the purpose of securing customers’ performanceof their ﬁnancial obligations to the Company, and/or because it
may guarantee a portion of the value of certain aircraft at certain
anniversaries from their delivery to customers. Under adverse
market conditions, the market for used aircraft could become
illiquid and the market value of used aircraft could signiﬁcantly*

decrease below projected amounts. In the event of a ﬁnancing
customer default at a time when the market value for a usedaircraft has unexpectedly decreased, the Company would be
exposed to the difference between the outstanding loan amountand the market value of the aircraft, net of ancillary costs (suchas maintenance and remarketing costs, etc.). Similarly, if an
unexpected decrease in the market value of a given aircraft
coincided with the exercise window date of an asset value
guarantee with respect to that aircraft, the Company would be
exposed to losing as much as the difference between the market
value of such aircraft and the guaranteed amount, though suchamounts are usually capped. The Company regularly reviews
its exposure to asset values and adapts its provisioning policyin accordance with market ﬁndings and its own experience.
However, no assurances may be given that the provisions
taken by the Company will be sufﬁcient to cover these potential
shortfalls. Through the Airbus Asset Management department
or as a result of past ﬁnancing transactions, the Company is
the owner of used aircraft, exposing it directly to ﬂuctuations in
the market value of these used aircraft.
In addition, the Company has outstanding backstop
commitments to provide ﬁnancing related to orders on Airbus’
and ATR’s backlog. While past experience suggests it is unlikelythat all such proposed ﬁnancing actually will be implemented,
the Company’s sales ﬁnancing exposure could rise in line with

Unless otherwise indicated, EBIT* ﬁgures presented in this report are Earning before Interest and Taxes, pre-goodwill impairment and exceptionals.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 10 l

Registration Document 2015
Risk Factors
1 Financial Market Risks

future sales growth depending on the agreement reachedwith customers. Despite the measures taken by the Company
to mitigate the risks arising from sales ﬁnancing activities as
discussed above, the Company remains exposed to the risk ofdefaults by its customers or signiﬁcant decreases in the valueof the ﬁnanced aircraft in the resale market, which may have anegative effect on its future results of operation and ﬁnancial
condition.

Counterparty Credit
In addition to the credit risk relating to sales ﬁnancing as
discussed above, the Company is exposed to credit risk to theextent of non-performance by its counterparties for ﬁnancial
instruments, such as hedging instruments and cash investments.
However, the Group has policies in place to avoid concentrationsof credit risk and to ensure that credit risk exposure is limited.
Counterparties for transactions in cash, cash equivalents andsecurities as well as for derivative transactions are limited tohighly rated ﬁnancial institutions, corporates or sovereigns. The
Company’s credit limit system assigns maximum exposurelines to such counterparties, based on a minimum credit rating
threshold as published by Standard & Poor’s, Moody’s andFitch Ratings. Besides the credit rating, the limit system also
takes into account fundamental counterparty data, as well
as sector and maturity allocations and further qualitative andquantitative criteria such as credit risk indicators. The credit
exposure of the Company is reviewed on a regular basis andthe respective limits are regularly monitored and updated. The
Company also seeks to maintain a certain level of diversiﬁcationin its portfolio between individual counterparties as well as
between ﬁnancial institutions, corporates and sovereigns inorder to avoid an increased concentration of credit risk on only
a few counterparties.

However, there can be no assurance that the Company will not
lose the beneﬁt of certain derivatives or cash investments in caseof a systemic market disruption. In such circumstances, thevalue and liquidity of these ﬁnancial instruments could decline
and result in a signiﬁcant impairment, which may in turn havea negative effect on the Company’s future results of operationand ﬁnancial condition.
Moreover, the progressive implementation of new ﬁnancial
regulations (Basel III, EMIR, CRD4, Bank Restructuring
Resolution Directive, Dodd Frank Act, Volcker Rules, etc.) will
have an impact on the business model of banks (for example,
the split between investment banking and commercial banking
activities) and on the capital structure and cost of such banks’
activities in relation to over-the-counter derivatives, andtherefore on the funding consequences of central clearing andcollateralisation of over-the-counter derivatives for corporations
like the Company. This may ultimately increase the cost andreduce the liquidity of the Company’s long-term hedges, forexample, as banks seek to either pass-on the additional costs
to their corporate counterparties or withdraw from low-proﬁt
businesses altogether.

Equity Investment Portfolio
The Company holds several equity investments for industrial
or strategic reasons, the business rationale for which may varyover the life of the investment. Equity investments are either
accounted for using the equity method (associated companies),
if the Company has the ability to exercise signiﬁcant inﬂuence,or at fair value. If fair value is not readily determinable, theinvestment is measured at cost.
As of 31 December 2014, the Company’s principal investment
in associates was Dassault Aviation. The book value of thisinvestment was € 2.4 billion. Following the partial sale, theremaining equity investment in Dassault Aviation has been
reclassiﬁed as asset held for sale. As such, the Company is still
exposed to the risk of unexpected material adverse changes in

the fair value of Dassault Aviation and that of other associatedcompanies. For equity investments other than associates, whichmake up only a fraction of the Company’s total assets, theCompany regards the risk of negative changes in fair value or
impairments on these investments as non-signiﬁcant.
Treasury shares held by the Company are not considered tobe equity investments. Additionally, treasury shares are notregarded as being exposed to risk, as any change in value oftreasury shares is recognised directly in equity only when soldto the market and never affects net income. Treasury shares areprimarily held to hedge the dilution risk arising from employee
stock ownership plans and the exercise by employees of stock
options.

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Risk Factors
2 Business-Related Risks

Pension Commitments
The Company participates in several pension plans forboth executive as well as non-executive employees, someof which are underfunded. For information related to theseplans, please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 29.1: Post-employment beneﬁts— Provisions for retirement plans”. Although the Company hasrecorded a provision in its balance sheet for its share of theunderfunding based on current estimates, there can be noassurance that these estimates will not be revised upward in
the future, leading the Company to record additional provisions
in respect of such plans.

Necessary adjustments of such provisions are driven by (i) the
discount factor (dependent in part on interest rates) and theinﬂation rate applied to calculate the net present value of thepension liabilities, (ii) the performance of the asset classes
which are represented in the pension assets, and (iii) additional
cash injections contributed by the Company from time to timeto the pension assets. The Company has taken measures toreduce potential losses on the pension assets and to better
match the characteristics of the pension liabilities with those of
the pension assets as a long-term objective. Nevertheless, any
required additional provisions would have a negative effect on
the Company’s total equity (net of deferred taxes), which couldin turn have a negative effect on its future ﬁnancial condition.

Tax Issues
As a multinational group with operations and sales invarious jurisdictions, the Company is subject to a number ofdifferent tax laws. It is the Company’s objective to adhere to
the relevant tax regulations in the different countries and toensure tax compliance while structuring its operations andtransactions in a tax-efﬁcient manner. The structure of theCompany’s organisation and of the transactions it enters into
are based on its own interpretations of applicable tax laws andregulations, generally relying on opinions received from internal

or independent tax counsel, and, to the extent necessary, on
rulings or speciﬁc guidance from competent tax authorities.
There can be no assurance that the tax authorities will not seek
to challenge such interpretations, in which case the Company or
its afﬁliates could become subject to tax claims. Moreover, thetax laws and regulations that apply to the Company’s businessmay be amended by the tax authorities, which could affect theoverall tax efﬁciency of the Company.

2. Business-Related Risks
Commercial Aircraft Market Factors
Historically, order intake for commercial aircraft has shown
cyclical trends, due in part to changes in passenger demand
for air travel and cargo activity, which are in turn primarily
inﬂuenced by economic or gross domestic product (“GDP”)
growth. Other factors, however, play an important role indetermining the market for commercial aircraft, such as (i) the
average age and technical obsolescence of the ﬂeet relative to
new aircraft, (ii) the number and characteristics of aircraft takenout of service and parked pending potential return into service,(iii) passenger and freight load factors, (iv) airline pricing policies,(v) airline ﬁnancial health and the availability of outside ﬁnancing
for aircraft purchases, (vi) evolution of fuel price, (vii) deregulationand (viii) environmental constraints imposed upon aircraft

operations. The market for commercial aircraft could continue
to be cyclical, and downturns in broad economic trends may
have a negative effect on its future results of operation andﬁnancial condition.
The commercial helicopter market could also be inﬂuenced
by a number of factors listed above and in particular with thesigniﬁcant drop of the price of oil in 2015, the Company isimpacted by a postponement of investments in the acquisitionof new platforms by offshore helicopter players and a reductionof ﬂight hours. The uncertainty on the lead time of the market
recovery and the low oil price may have an impact on Airbus
Helicopters ﬁnancial results and could lead to cancellations orloss of bookings.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 12 l

Registration Document 2015
Risk Factors
2 Business-Related Risks

Terrorism, Pandemics and Other Catastrophic Events
As past terrorist attacks and the spread of pandemics (suchas H1N1 flu) have demonstrated, terrorism and pandemics
may negatively affect public perception of air travel safety andcomfort, which may in turn reduce demand for air travel andcommercial aircraft. The outbreak of wars, riots or politicalunrest in a given region may also affect the willingness of the
public to travel by air. Furthermore, major airplane crashes
may have a negative effect on the public’s or regulators’
perceptions of the safety of a given class of aircraft, formof design, airline or air traffic. As a result of terrorism,
geopolitical instability, pandemics and other catastrophic
events, an airline may be confronted with sudden reduced
demand for air travel and be compelled to take costly security
and safety measures. In response to such events, and theresulting negative impact on the airline industry or particular
airlines, the Company may suffer from a decline in demand

for all or certain types of its aircraft or other products, andthe Company’s customers may postpone delivery or cancel
orders.
In addition to affecting demand for its products, the occurrenceof catastrophic events could disrupt the Company’s internal
operations or its ability to deliver products and services
to customers. Disruptions may be related to threats tophysical security and infrastructure, information technology
or cyber-attacks or failures, damaging weather or acts ofnature and other crises. Any signiﬁcant production delays,or any destruction, manipulation, theft or improper use of theCompany’s data, information systems or networks could havea signiﬁcant adverse effect on the Company’s future results ofoperation and ﬁnancial condition as well as on the reputationof the Company and its products and services.

Security Risks
The Company is exposed to a number of different typesof potential security risk, arising from actions that may beintentional and hostile, accidental, or negligent. Industrial
espionage, cyber-attacks (including systems sabotage), data
breach, identity theft and Intellectual property breach are themain types of risk that the Company may face in this category.
The risk to the availability and integrity of our industrial control
systems, manufacturing processes and products is growing,with the increase of interconnectivity and digitalization, andwith a growing gap developing between the defences of older,
relatively insecure industrial systems and the capabilities ofpotential attackers.
In this context, the Company’s extensive information andcommunications systems are exposed to cyber security risks,
which are rapidly changing, and increasing in sophisticationand potential impact.
As of the date of this Registration Document, the most serious
cyber security risk is the Advanced Persistent Threat (APT),
where technically capable and determined attackers use
sophisticated methods, frequently including carefully crafted
malicious software, to covertly extract information from oursystems. These risks mostly arise from external connections

to our systems, and can be exacerbated if we extend trusted
connections to partners or suppliers. APT could be used
to impact the security of our products through direct cyberattack on the product itself, or through the compromise of the
product’s security design, or active disruption of the product’s
security functions, either of which could take place at any stageof the product’s lifecycle. While the Company has undertaken
signiﬁcant effort to prevent such events from happening, noassurance can be given that these efforts will successfully
prevent attacks or damage from such attacks.
Malicious software (including but not limited to petty cyber­criminality) of a more general kind predominantly poses a threat
to the integrity and availability of our products and businesssystems, potentially impacting our business continuity.
The occurrence of one or several of such risks could leadto severe damage including but not limited to signiﬁcant
ﬁ nancial (including through additional investment required),
contractual or reputation performance degradation as well as
loss of Intellectual property data and information, operational
business degradation or disruptions, and product or services
malfunctions.

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Risk Factors
2 Business-Related Risks

Dependence on Key Suppliers and Subcontractors
The Company is dependent on numerous key suppliers andsubcontractors to provide it with the raw materials, parts,
assemblies and systems that it needs to manufacture its
products.
The Company relies upon the good performance of its suppliers
and subcontractors to meet the obligations deﬁned under theircontracts. Supplier performance is continually monitored andassessed so that supplier development programmes can belaunched if performance standards fall below expectations. In
addition, the Company beneﬁts from its production’s lead times
inherent ﬂexibility to compensate for a limited non-performanceof suppliers, protecting the Company’s commitments towards
its customers. In certain cases, dual sourcing may be utilised
to mitigate the risk. No assurance can be given that thesemeasures will fully protect the Company from non-performanceof a supplier which could disrupt production and in turn may
have a negative effect on its future results of operation andﬁnancial condition.
Changes to the Company’s production or development
schedules may impact suppliers so that they initiate claims
under their contracts for ﬁnancial compensation. However
the robust, long-term nature of the contracts and a structured
process to manage such claims, limits the Company’s exposure.
Despite these mitigation measures, there could still be a negative
effect on the future results of operation and ﬁnancial conditionof the Company.

As the Company’s global sourcing footprint extends, some
suppliers (or their sub-tier suppliers) may have production
facilities located in countries that are exposed to socio-politicalunrest or natural catastrophes which could interrupt deliveries.
Country-based risk assessment is applied by the Company
to monitor such exposures and to ensure that appropriate
mitigation plans or fall-back solutions are available for deliveries
from zones considered at risk. Despite these measures, theCompany remains exposed to interrupted deliveries fromsuppliers impacted by such events which could have a negative
effect on the future results of operation and ﬁnancial conditionof the Company.
Suppliers (or their sub-tier suppliers) may also experiencefinancial difficulties requiring them to file for bankruptcy
protection, which could disrupt the supply of materials andparts to the Company. However, ﬁnancial health of suppliers
is analysed prior to selection to minimise such exposureand then monitored during the contract period to enable theCompany to take action to avoid such situations. In exceptional
circumstances, the Company may be required to provide
ﬁnancial support to a supplier and therefore face limited credit
risk exposure. If insolvency of a supplier does occur, theCompany works closely with the appointed administrators tosafeguard contractual deliveries from the supplier. Despite thesemitigation measures, the bankruptcy of a key supplier could still
have a negative effect on the future results of operation andﬁnancial condition of the Company.

Industrial Ramp-Up
As a result of the large number of new orders for aircraft recorded
in recent years, the Company intends to accelerate its productionin order to meet the agreed upon delivery schedules for suchnew aircraft (including helicopters). The Company’s ability tofurther increase its production rate will be dependent upon avariety of factors, including execution of internal performanceplans, availability of raw materials, parts (such as aluminium,
titanium and composites) and skilled employees given highdemand by the Company and its competitors, conversion of
raw materials into parts and assemblies, and performanceby suppliers and subcontractors (particularly suppliers ofbuyer-furnished equipment) who may experience resource
or ﬁnancial constraints due to ramp-up. Management of suchfactors is also complicated by the development of new aircraft
programmes in parallel, across the three Divisions, which carry
their own resource demands. Therefore, the failure of any or allof these factors could lead to missed delivery commitments,
and depending on the length of delay in meeting delivery
commitments, could lead to additional costs and customers’
rescheduling or terminating their orders. This risk increases
as the Company and its competitors announce even higher
production rates. Good progress has been made in 2015 andthe supply chain is in general more stable. Speciﬁc areas ofrisk with suppliers of cabin equipment continue to be carefully
managed.

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Registration Document 2015
Risk Factors
2 Business-Related Risks

Technologically Advanced Products and Services
The Company offers its customers products and services
that are technologically advanced, the design, manufacturing,components and materials utilised can be complex andrequire substantial integration and coordination along the
supply chain. In addition, most of the Company’s products
must function under demanding operating conditions. Even
though the Company believes it employs sophisticated design,
manufacturing and testing practices, there can be no assurance
that the Company’s products or services will be successfully
developed, manufactured or operated or that they will perform
as intended.
Certain of the Company’s contracts require it to forfeit part ofits expected proﬁt, to receive reduced payments, to provide a
replacement launch or other products or services, to provide
cancellation rights, or to reduce the price of subsequent sales
to the same customer if its products fail to be delivered ontime or to perform adequately. No assurances can be giventhat performance penalties or contract cancellations will not be
imposed should the Company fail to meet delivery schedules
or other measures of contract performance — in particularwith respect to new development programmes such as theA350 XWB, A400M, H175 or H160 and to modernisation
programmes such as the A320neo and the A330neo. See“— Programme-Speciﬁc Risks” below.
In addition to the risk of contract cancellations, the Company
may also incur signiﬁcant costs or loss of revenues in connection
with remedial action required to correct any performance issues
detected in its products or services. See “— Management’s
Discussion and Analysis of Financial Condition and Results ofOperations — 2.1.1.3 Signiﬁcant programme developments,
restructuring and related ﬁnancial consequences in 2013, 2014
and 2015”. Moreover, to the extent that a performance issue isconsidered to have a possible impact on safety, regulators could
suspend the authorisation for the affected product or service.
Any signiﬁcant problems with the development, manufacturing,
operation or performance of the Company’s products
and services could have a signiﬁcant adverse effect on the
Company’s future results of operation and ﬁnancial condition
as well as on the reputation of the Company and its products
and services.

Dependence on Public Spending and on Certain Markets
In any single market, public spending (including defence andsecurity spending) depends on a complex mix of geopoliticalconsiderations and budgetary constraints, and may therefore
be subject to signiﬁcant ﬂuctuations from year to year andcountry to country. Due to the overall economic environmentand competing budget priorities, several countries have reduced
their level of public spending. This is especially true with respect
to defence and security budgets, where certain countries havealready implemented substantial reductions. Any termination or
reduction of future funding or cancellations or delays impacting
existing contracts may have a negative effect on the Company’s
future results of operation and ﬁnancial condition. In the casewhere several countries undertake to enter together into
defence or other procurement contracts, economic, politicalor budgetary constraints in any one of these countries may havea negative effect on the ability of the Company to enter into or
perform such contracts.
The Company has a geographically diverse backlog. Adverse
economic and political conditions as well as downturns in broad
economic trends in certain countries or regions may have anegative effect on the Company’s future results of operationand ﬁnancial condition.

Availability of Government and Other Sources of Financing
Since 1992, the EU and the US have operated under anagreement that sets the terms and conditions of ﬁnancial support
that governments may provide to civil aircraft manufacturers.
In late 2004, however, the US sought to unilaterally withdraw
from this agreement, which eventually led to the US and theEU making formal claims against each other before the World

Trade Organization (“WTO”). While both sides have expresseda preference for a negotiated settlement that provides for alevel playing ﬁeld when funding future aircraft developments,
they have thus far failed to reach agreement on key issues.
The terms and conditions of any new agreement, or the ﬁnal
outcome of the formal WTO proceedings, may limit access

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Risk Factors
2 Business-Related Risks

by the Company to risk-sharing-funds for large projects, may
establish an unfavourable balance of access to government
funds by the Company as compared to its US competitors or
may in an extreme scenario cause the European Commission
and the involved governments to analyse possibilities for achange in the commercial terms of funds already advanced
to the Company.
In prior years, the Company and its principal competitors
have each received different types of government ﬁnancing ofproduct research and development. However, no assurances
can be given that government ﬁnancing will continue to be madeavailable in the future, in part as a result of the proceedings

mentioned above. Moreover, the availability of other outside
sources of financing will depend on a variety of factors
such as market conditions, the general availability of credit,
the Company’s credit ratings, as well as the possibility that
lenders or investors could develop a negative perception of theCompany’s long- or short-term ﬁnancial prospects if it incurred
large losses or if the level of its business activity decreased due
to an economic downturn. The Company may therefore not
be able to successfully obtain additional outside ﬁnancing on
favourable terms, or at all, which may limit the Company’s future
ability to make capital expenditures, fully carry out its researchand development efforts and fund operations.

Competition and Market Access
The markets in which the Company operates are highly
competitive. In some areas, competitors may have more
extensive or more specialised engineering, manufacturing andmarketing capabilities than the Company. In addition, some of
the Company’s largest customers may develop the capability
to manufacture products or provide services similar to those of
the Company. This would result in these customers supplying
their own products or services and competing directly with
the Company for sales of these products or services, all ofwhich could signiﬁcantly reduce the Company’s revenues.
Further, new enterprises with different business models could
substitute some of the Company’s products and services. Therecan be no assurance that the Company will be able to compete
successfully against its current or future competitors or thatthe competitive pressures it faces in all business areas will not
result in reduced revenues or market share.
In addition, the contracts for many aerospace and defence
products are awarded, implicitly or explicitly, on the basis of homecountry preference. Although the Company is a multinational
company which helps to broaden its domestic market, it may
remain at a competitive disadvantage in certain countries,
especially outside of Europe, relative to local contractors
for certain products. The strategic importance and politicalsensitivity attached to the aerospace and defence industries
means that political considerations will play a role in the choiceof many products for the foreseeable future.

Major Research and Development Programmes
The business environment in many of the Company’s principal
operating business segments is characterised by extensive
research and development costs requiring signiﬁcant up-front
investments with a high level of complexity. The business plans
underlying such investments often contemplate a long payback
period before these investments are recouped, and assume acertain level of return over the course of this period in order tojustify the initial investment. There can be no assurances thatthe commercial, technical and market assumptions underlying
such business plans will be met, and consequently, the payback
period or returns contemplated therein achieved.

Successful development of new programmes also depends on
the Company’s ability to attract and retain aerospace engineers
and other professionals with the technical skills and experience
required to meet its speciﬁc needs. Demand for such engineers
may often exceed supply depending on the market, resulting
in intense competition for qualiﬁed professionals. There canbe no assurances that the Company will attract and retain the
personnel it requires to conduct its operations successfully.
Failure to attract and retain such personnel or an increase in the
Company’s employee turnover rate could negatively affect theCompany’s future results of operation and ﬁnancial condition.

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Registration Document 2015
Risk Factors
2 Business-Related Risks

Restructuring, Transformation and Cost Saving Programmes
In order to improve competitiveness, offset rising procurement
costs and achieve proﬁtability targets, among other things,
the Company and its Divisions have launched several
restructuring, transformation, cost saving and competitivenessprogrammes over the past several years. These include
group-wide programmes, as well as Division- or Corporatespeciﬁc programmes such as the Airbus Defence and Space
restructuring plan.
Anticipated cost savings under these programmes are basedon estimates, however, and actual savings under these
programmes may vary signiﬁcantly. In particular, the Company’s
cost reduction measures are based on current conditions anddo not take into account any future cost increases that could
result from changes in its industry or operations, including new
business developments, wage and cost increases or otherfactors. The Company’s failure to successfully implement theseplanned cost reduction measures, or the possibility that these

efforts may not generate the level of cost savings it expects
going forward, could negatively affect its future results ofoperation and ﬁnancial condition.
In addition to the risk of not achieving the anticipated level of costsavings from these programmes, the Company may also incur
higher than expected implementation costs. In many instances,
there may be internal resistance to the various organisational
restructuring and cost reduction measures contemplated.
Restructuring, closures, site divestitures and job reductions
may also harm the Company’s labour relations and public
relations, and have led and could lead to work stoppages
and/or demonstrations. In the event that these work stoppages
and/or demonstrations become prolonged, or the costs ofimplementing the programmes above are otherwise higher
than anticipated, the Company’s future results of operationand ﬁnancial condition may be negatively affected.

Acquisitions, Divestments, Joint Ventures & Strategic Alliances
As part of its business strategy, the Company may acquire ordivest businesses and form joint ventures or strategic alliances.
Acquisitions and divestments are inherently risky becauseof difﬁculties that may arise when integrating or carving out
people, operations, technologies and products. There can be
no assurance that any of the businesses that the Company
acquires can be integrated or carved out successfully and astimely as originally planned or that they will perform well anddeliver the expected synergies once integrated or separated.
In addition, the Company may incur signiﬁcant acquisition ordivestment, administrative and other costs in connection withthese transactions, including costs related to integration or
separation of acquired businesses. While the Company believes
that it has established appropriate and adequate proceduresand processes to mitigate these risks, there is no assurance
that these transactions will be successful.

Public-Private Partnerships and Private Finance Initiatives
Defence customers, particularly in the UK, increasingly request
proposals and grant contracts under schemes known as publicprivate partnerships (“PPPs”) or private finance initiatives(“PFIs”). PPPs and PFIs differ substantially from traditional
defence equipment sales, as they often incorporate elements
such as:the provision of extensive operational services over the lifeof the equipment;Qcontinued ownership and ﬁnancing of the equipment by a party
other than the customer, such as the equipment provider;Qmandatory compliance with speciﬁc customer requirements
pertaining to public accounting or government procurement
regulations; andQprovisions allowing for the service provider to seek additionalcustomers for unused capacity.
QThe Company is party to PPP and PFI contracts, for example
through Paradigm with Skynet 5 and related telecommunications
services, and in the AirTanker (FSTA) project. One of thecomplexities presented by PFIs lies in the allocation of risks
and the timing thereof among different parties over the lifetimeof the project.
There can be no assurances of the extent to which the Company
will efﬁciently and effectively (i) compete for future PFI or PPP
programmes, (ii) administer the services contemplated under
the contracts, (iii) ﬁnance the acquisition of the equipment andthe on-going provision of services related thereto, or (iv) accessthe markets for the commercialisation of excess capacity. The
Company may also encounter unexpected political, budgetary,
regulatory or competitive risks over the long duration of PPP
and PFI programmes.

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Risk Factors
2 Business-Related Risks

Programme-Speciﬁc Risks
In addition to the risk factors mentioned above, the Company
also faces the following programme-speciﬁc risks (while thislist does not purport to be exhaustive, it highlights the current
risks believed to be material by management and could have asigniﬁcant impact on the Group’s results and ﬁnancial condition):
A350 XWB programme. In connection with the A350 XWB
programme, after fourteen successful deliveries to fourairlines in 2015, the Company faces the following main
challenges: ensuring satisfaction of ﬁrst operators and highquality support to its operations; maintaining supply chain
performance and production ramp-up; controlling and reducing
the level of outstanding work in ﬁnal assembly line; managing
recurring costs beyond the initial ramp-up phase; maintaining
customisation and head of versions ramp-up; and maintaining
the development schedule of A350-1000 XWB to ensure entry
in service as planned.
A380 programme. In connection with the A380 programme,
the Company faces the following main challenges: secure orderﬂow in order to maintain current rate of production in the medium
term; making continued improvements to lower the resources
and costs associated with designing each customised “headof version” aircraft for new customers, in order to allow a higher
number of head of version to be completed each year; andmanaging maturity in service. Further reduction of ﬁxed costs
to protect break even at lower volumes has started. However
the success of some of the running sales campaigns will be
key to mitigate the risk of the reduced backlog.
A320neo programme. In connection with the A320neo
programme, the Company faces the following main challenges:
management of stress in the supply chain as a result of theindustrial ramp-up; meeting the engine development status
including performance targets, and its schedule; ensuring theavailability of skilled personnel for the programme; ensuring
maturity and service readiness for early operations. The
transition from A320ceo (current engine option) to A320neo(new engine option) has begun in 2016 and will ﬁnish in 2019. The
main focus will be with the slower start of PW engine deliveries
for A320neo, as well as further ramp-up.
A330 programme. In connection with the A330 programme,
the Company proactively addressed the current market situation
by reducing production to rate 6 per month. The commercial
transition has been secured at the lower rate, which helps
mitigate against production gaps. The A330neo development
progresses as planned and no new challenge emerged in 2015.

A400M programme. In connection with the A400M programme,
the Company faces the following main challenges: ﬁnalising
the development, tests and associated documentation to
enable progressively enhanced aircraft capabilities throughstandard operational clearance (SOC 1 to 3), such as cargo
management and aerial delivery, self-defence and protection,
air to air refuelling; continuing production ramp-up; managing
the retroﬁt campaign and and ﬁnalising the development of
in-service support goods and services as well as providing
high levels of service for integrated logistic support. Industrial
efﬁciency, military capability and associated costs remain achallenge during the ramp up phase. Management is working
with the customers to agree a schedule of military capability
enhancement and deliveries as well as reviewing the escalation
formulae. Industrial recovery measures have been identiﬁed
and management is focused on delivery, but risk remains.
The mission capability roadmap (including the achievementof the respective milestones) and the delivery plan remain
under negotiation with OCCAR/Nations and are expected tobe ﬁnalised in 2016. For further information, please refer to the“— Notes to the IFRS Consolidated Financial Statements —Note 10: Revenues, cost of sales and gross margin”.
NH90 and Tiger programmes. In connection with the NH90
and Tiger programmes, the Company succeeded in thenegotiations of contract amendments with France and Germany,
whilst renegotiations of some other contracts are still ongoing.
In connection with multiple ﬂeets entering into service it faces
the challenge of assuring support readiness.
H175 programme. In connection with the H175 programme
produced in cooperation with Avic, the Company faces thefollowing main challenges: after the certiﬁcation by EASA andthe delivery of the nine ﬁrst H175 for Oil and Gas operations, theCompany is proceeding with the industrial ramp-up, mastering
the maturity plan of the aircraft and further certiﬁcations for new
missions planned for 2016 and 2017.
Border security. In connection with border security projects,
the Company faces the following main challenges: meeting theschedule and cost objectives taking into account the complexityof the local infrastructures to be delivered and the integration ofcommercial-off-the-shelf products (radars, cameras and othersensors) interfaced into complex system networks; assuring
efﬁcient project and stafﬁng; managing the rollout including
subcontractors and customers. Negotiations on change
requests and schedule re-alignments are currently ongoing.

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Registration Document 2015
Risk Factors
3 Legal Risks

3. Legal Risks
Dependence on Joint Ventures and Minority Holdings
The Company generates a substantial proportion of its revenues
through various consortia, joint ventures and equity holdings.
These arrangements include primarily:QQ

the Euroﬁghter and AirTanker consortia; andthree principal joint ventures: MBDA, ATR and Atlas Electronik.

The formation of partnerships and alliances with other market
players is an integral strategy of the Company, and the proportionof sales generated from consortia, joint ventures and equity
holdings may rise in future years. This strategy may from time totime lead to changes in the organisational structure, or realignment
in the control, of the Company’s existing joint ventures.
The Company exercises varying and evolving degrees of control
in the consortia, joint ventures and equity holdings in which
it participates. While the Company seeks to participate onlyin ventures in which its interests are aligned with those of its
partners, the risk of disagreement or deadlock is inherent in ajointly controlled entity, particularly in those entities that require
the unanimous consent of all members with regard to majordecisions and specify limited exit rights. The other parties inthese entities may also be competitors of the Company, andthus may have interests that differ from those of the Company.
In addition, in those holdings in which the Company is a minority
partner or shareholder, the Company’s access to the entity’sbooks and records, and as a consequence, the Company’s
knowledge of the entity’s operations and results, is generally
limited as compared to entities in which the Company is amajority holder or is involved in the day-to-day management.

Product Liability and Warranty Claims
The Company designs, develops and produces a number ofhigh proﬁle products of large individual value, particularly civil
and military aircraft and space equipment. The Company issubject to the risk of product liability and warranty claims in
the event that any of its products fails to perform as designed.

While the Company believes that its insurance programmes
are adequate to protect it from such liabilities, no assurances
can be given that claims will not arise in the future or that suchinsurance coverage will be adequate.

Intellectual property
The Company relies upon patent, copyright, trademark and trade
secret laws, and agreements with its employees, customers,
suppliers and other parties, to establish and maintain its
Intellectual property rights in technology and products used in
its operations. Despite these efforts to protect its Intellectual
property rights, any of the Company’s direct or indirect
Intellectual property rights could be challenged, invalidated
or circumvented. Further, the laws of certain countries do notprotect the Company’s proprietary rights to the same extent as
the laws in Europe and the US. Therefore, in certain jurisdictions
the Company may be unable to protect its proprietary technology
adequately against unauthorised third-party copying or use,which could adversely affect its competitive position.

In addition, although the Company believes that it lawfullycomplies with the Intellectual property rights granted to others, it
has been accused of infringement on occasion and could haveadditional claims asserted against it in the future. These claims
could harm its reputation, cost it money and prevent it fromoffering certain products or services. Any claims or litigation inthis area, whether the Company ultimately wins or loses, could
be time-consuming and costly, injure the Company’s reputation
or require it to enter into licensing arrangements. The Company
might not be able to enter into these licensing arrangements
on acceptable terms. If a claim of infringement were successful
against it, an injunction might be ordered against the Company,
causing further damages.

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Risk Factors
3 Legal Risks

Export Controls Laws and Regulations
The export market is a signiﬁcant market for the Company.
In addition, many of the products the Company designs andmanufactures for military use are considered to be of national
strategic interest. Consequently, the export of such products
outside of the jurisdictions in which they are produced may
be restricted or subject to licensing and export controls,
notably by the UK, France, Germany and Spain, where theCompany carries out its principal military activities as well as
by other countries where suppliers come from, notably, theUS. There can be no assurance (i) that the export controls towhich the Company is subject will not become more restrictive,(ii) that new generations of the Company’s products will notalso be subject to similar or more stringent controls or (iii) thatgeopolitical factors or changing international circumstances
will not make it impossible to obtain export licenses for one ormore clients or constrain the Company’s ability to perform underpreviously signed contracts. Reduced access to military export
markets may have a signiﬁcant adverse effect on the Company’sbusiness, results of operation and ﬁnancial condition.

Operating worldwide, the Company must comply with several,
sometimes inconsistent, sets of sanctions laws and regulations
implemented by national / regional authorities. Depending on
geopolitical considerations including national security interestsand foreign policy, new sanctions programmes may be set up
or the scope of existing ones may be widened, at any time,
immediately impacting the Company’s activities.
Although the Company seeks to comply with all such laws andregulations, even unintentional violations or a failure to comply
could result in suspension of the Company’s export privileges,or preclude the Company from bidding on certain government
contracts (even in the absence of a formal suspension or
debarment).
Furthermore, the Company’s ability to market new products andenter new markets may be dependent on obtaining government
certiﬁcations and approvals in a timely manner.

Anti-Corruption Laws and Regulations
The Company seeks to comply with all applicable anti-bribery
laws and regulations and is fully committed to preventing
corruption in all operations conducted by the Company or by
third parties acting on its behalf. To that end, an anti-corruption
programme has been put in place to ensure adequate
identiﬁcation, assessment, monitoring and control of corruption
risks. This programme oversees business development
activities and various other operations such as mergers andacquisitions, ﬁnancial investments or procurement activities.
The anti-corruption programme ensures a long-term view on
the evolution of the corruption risk and continuously updates
and, as the case may be, reinforces the Company controls
and procedures to prevent corruption while aiming at ensuringbusiness success. These controls are based on extensive due

diligence of the environment of the business operations and all
the stakeholders associated with it. All due diligence follows
a risk-based approach and is based on internal and external
information and expertise. Moreover, the anti-corruption
programme provides comprehensive targeted training andcommunicates applicable policies to all Company employees.
Although the Company seeks to comply with all such laws andregulations, even unintentional violations or a failure to comply
could result in administrative, civil or criminal liabilities including
signiﬁcant ﬁnes and penalties, suspension or debarment of theCompany from government or non-government contracts forsome period of time, and could also have a signiﬁcant adverse
effect on the reputation of the Company.

Legal and Regulatory Proceedings
The Company is currently engaged in a number of active legal
and regulatory proceedings. See “— Information on Group
Activities — 1.1.8 Legal and Arbitration Proceedings”. The
Company expects to continue to incur time and expenses
associated with its defence, regardless of the outcome, andthis may divert the efforts and attention of management fromnormal business operations. Although the Company is unable topredict the outcome of these proceedings, it is possible that they
will result in the imposition of damages, ﬁnes or other remedies,
which could have a material effect on the Company’s business,
results of operation or ﬁnancial condition. An unfavourable ruling
could also negatively impact the Company’s stock price andreputation.

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Registration Document 2015
Risk Factors
4 Industrial and Environmental Risks

In addition, the Company is sometimes subject to government
inquiries and investigations of its business and competitiveenvironment due, among other things, to the heavily regulated
nature of its industry. In addition to the risk of an unfavourable
ruling against the Company, any such inquiry or investigation

could negatively affect the Company’s reputation and its ability
to attract and retain customers and investors, which could
have a negative effect on its business, results of operation andﬁnancial condition. See “— Corporate Governance — 4.1.4
Ethics and Compliance Organisation”.

4. Industrial and Environmental Risks
Given the scope of its activities and the industries in which it
operates, the Company is subject to stringent environmental,
health and safety laws and regulations in numerous jurisdictions
around the world. The Company therefore incurs, and expects
to continue to incur, signiﬁcant capital expenditure and otheroperating costs to comply with increasingly complex laws andregulations covering the protection of the natural environment
as well as occupational health and safety. This expenditure
includes the identiﬁcation and the prevention, elimination orcontrol of physical and psychological risks to people arisingfrom work, including chemical, mechanical and physical agents.
Environmental protection includes costs to prevent, control,
eliminate or reduce emissions to the environment, waste
management, the content of the Company’s products, andreporting and warning obligations. Moreover, new laws andregulations, the imposition of tougher licence requirements,
increasingly strict enforcement or new interpretations of existinglaws and regulations may cause the Company to incur increased
capital expenditure and operating costs in the future in relation
to the above, which could have a negative effect on its resultsof operation and ﬁnancial condition.
If the Company fails to comply with health, safety andenvironmental laws and regulations, even if caused by factors
beyond its control, that failure may result in the levying of civil or
criminal penalties and ﬁnes against it. Regulatory authorities may
require the Company to conduct investigations and undertake
remedial activities, curtail operations or close installations or
facilities temporarily to prevent imminent risks. In the event of
an industrial accident or other serious incident, employees,
customers and other third parties may ﬁle claims for ill-health,personal injury, or damage to property or the environment(including natural resources). Further, liability under someenvironmental laws relating to contaminated sites can be
imposed retrospectively, on a joint and several basis, andwithout any ﬁnding of non-compliance or fault. These potential
liabilities may not always be covered by insurance, or may be
only partially covered. The obligation to compensate for suchdamages could have a negative effect on the Company’s resultsof operation and ﬁnancial condition.
In addition, the various products manufactured and sold by
the Company must comply with relevant health, safety andenvironmental laws, for example those designed to protect
customers and downstream workers, and those covering
substances and preparations, in the jurisdictions in which they
operate. Although the Company seeks to ensure that its products
meet the highest quality standards, increasingly stringent andcomplex laws and regulations, new scientific discoveries,
delivery of defective products or the obligation to notify or provide
regulatory authorities or others with required information (such as
under the EU Regulation known as “REACH”, which addresses
the production and use of chemical substances) may force
the Company to adapt, redesign, redevelop, recertify and/or
eliminate its products from the market. Seizures of defective
products may be pronounced, and the Company may incur
administrative, civil or criminal liability. In the event of an accident
or other serious incident involving a product, the Company may
be required to conduct investigations and undertake remedialactivities. Employees, customers and other third parties may
also ﬁle claims for personal injury, property damage or damage
to the environment (including natural resources). Any problems
in this respect may also have a signiﬁcant adverse effect on
the reputation of the Company and its products and services.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 21 l

Chapter

X
1.
FACTORSRISK

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 22 l

Registration Document 2015

1.

Information on
Group Activities
1.1 Presentation of the Group24

1.1.1 Overview

24

1.1.2 Airbus

28

1.1.3 Airbus Helicopters

36

1.1.4 Airbus Defence and Space39

1.1.5 Other: Airbus Group, Inc.

47

1.1.6 Investments

48

1.1.7 Insurance

49

1.1.8 Legal and Arbitration Proceedings

50

1.1.9 Research and Technology, Intellectual Property

51

1.1.10 Corporate Social Responsibility

53

1.1.11 Employees

55

1.2 Recent Developments

56

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 23 l

Information on Group Activities
1.1 Presentation of the Group

1.1 Presentation of the Group
1.1.1

Overview

Due to the nature of the markets in which the Company operates andthe conﬁdential nature of its businesses, any statements with respect to
the Company’s competitive position set out in paragraphs 1.1.1 through 1.1.6
below have been based on the Company’s internal information sources,
unless another source has been speciﬁed below.
With consolidated revenues of € 64.5 billion in 2015, the Groupis Europe’s premier aerospace and defence company andone of the largest aerospace and defence companies in theworld. In terms of market share, the Group is among the top
two manufacturers of commercial aircraft, civil helicopters,commercial space launch vehicles and missiles, and a leading
supplier of military aircraft, satellites and defence electronics.
In 2015, it generated 82% of its total revenues in the civil sector(compared to 82% in 2014) and 18% in the defence sector(compared to 18% in 2014). As of 31 December 2015, theGroup’s active headcount was 136,574 employees.

Strategy
After the introduction of the new Group strategy in 2013, theGroup has successfully executed its rebranding and “Airbus”
has become the reference on our various markets. The
restructuring of our defence and space business is ongoing;with progress in executing the portfolio decisions around themission statement “we make it ﬂy”. Furthermore, the internaltransformation programme at Airbus Helicopters has madesigniﬁcant progress.
Airbus Group continues to focus on leadership in commercial
aeronautics, military aircraft, and space markets. The Groupis driving incremental innovation, globalization, services andvalue-chain optimisation, all of which will result in improved
proﬁtability and performance. Airbus Group raises its ambition
by adding “Digitalization” as a further lever for change and by
developing a new innovation strategy to “pioneer and foster
disruptions in our industry”.
The 8 strategic paths of the Airbus Group Strategy are as follows:
1. Strengthen market position and profitability whileremaining a leader in commercial aeronautics
Airbus aims to be largely self-sufficient going forward, rather
than attempting to rely on a balanced Group portfolio. Focus
upon on-time, on-cost, on-quality is paramount given thehuge backlog execution challenge. Therefore, the provenmanagement of cycles and shocks needs to be continued
and the efforts to mitigate against cycles and shocks
has to be even further strengthened through focusing on
innovation, services and a more global approach.
2. Preserve leading position in European defence, spaceand government markets by focusing on military
aircraft, missiles, space and related services
Defence can no longer be a tool to manage and hedge
against commercial cycles, but our ambition is to remainstrong and actively shape our defence, space andgovernmental business. The focus will involve (i) developing
high-performing, low-equity businesses such as missiles,
launchers, combat and transport aircraft, entering into new
growth areas when they are backed by government funding,and (ii) focusing on productivity improvements both throughinternal means and in the context of European optimisation
to enable efficiencies and improve the Group’s positioning
on export markets. In Space, Airbus Group intends tostrengthen its position increasing its stake in Arianespaceand developing Ariane 6, if it is able to conclude the creationof Airbus Safran Launchers in its full scope.
Some business areas have been divested or are in theprocess to be divested as they do not fit the strategic
goals and the Company sees possibilities to increase
their development potential in different set-ups. These
include satellite communication services (excluding key
governmental business), Rostock System-Technik, ESG,
or Fairchild Controls. The Group also maintains its path, ofan orderly exit from Dassault’s capital to maximise value.
Despite the Company’s strong track record and goodprospects, this minority stake has no strategic interest for
Airbus Group and a 18.8% stake has been sold in the firsthalf of 2015 taking Airbus’ share down to 23.4%. Further
divestments are planned, e.g., the Professional Mobile

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 24 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the GroupRadio business, and defence electronics, that have better
perspectives in ownership structures more tailored to thenature of these businesses.
To achieve this goal, Airbus Group is using the following
strategic levers:
3. Pursue incremental innovation potential within productprogrammes while pioneering and fostering disruptions
in our industry, and developing necessary skills andcompetencies required to compete in the future
Airbus Group innovates every day to increase its competitive
advantage by enhancing product performance, creating
new customer benefits, and reducing costs. Our cuttingedge technologies and scientific excellence contribute to
global progress, and to delivering solutions for society’s
challenges, such as environmental protection, mobility, andsafety.
After many new product developments in recent years, themajority of the Group’s revenues are generated today insegments where we have competitive, mature products thatare far from the end of their lifecycle. Innovation will therefore
target maintaining, expanding, and continually leveraging
the competitiveness of the current products.
The Group raised its ambitions to pioneer and disrupt theaerospace industry in areas that will shape the market andour future and made a substantial effort in breakthroughinnovation. Giving broader populations access to the“3 rd dimension” by fostering air mobility is a dedicatedtarget of the Group. In 2016, the Group will further explore
innovation hot-springs beyond the Silicon Valley where the
new Corporate Venture Capital fund and the Innovation
Centre A3 are currently ramping up their activity. Other
examples include the Group’s engagement in the OneWeb
low cost satellite constellation of 900 units as well as thefurther expansion of dedicated facilities and tools for earlystage innovation (e.g., Airbus Bizlab).
4. Exploit digitalization to enhance our current businessas well as pursue disruptive business models
At Airbus Group, we realise that digitalization is a mega trendthat needs to be addressed at a strategic level and also at
all levels of the organisation. Our business can become
more efficient with a mature use of digital technologies todrive higher quality of services, cost efficiency and improved
operations performance. Therefore, digitalization has beenvalidated as the 8th strategic path for Airbus Group. This
new initiative will support the Group’s transformation
by focusing on 5 main axes: (i) enabling high employee
engagement, (ii) digital operational excellence, (iii) mastering
our product data value chain and turning product data into
insight, (iv) capturing the end user experience and (v) driving
our business agility.

5. Adapt to a more global world as well as attract andretain global talents
With 77% of our backlog and 69% of our revenues comingfrom outside Europe, Airbus Group remains, more thanever, a global company. The strategy and the constanteffort to globalize our businesses, especially in countries
with substantial growth, have paid. This global footprint isalso reflected in the diversity of our staff and skills, with
employees outside Europe almost doubled in the last five
years. Workforce in Asia and Latin America experienced themost important growth. Locally, products may need to beadapted and definitely serviced, but the main logic going
forward is that the industry will retain its “global products for
local markets” dynamic. Greenfield approaches have provento ensure the Group a controlled entry and real citizenship,
whilst partnerships and acquisitions are complementary
tools. The setup of training JVs in Singapore and Malaysia
as well as greenfield training investments in Mexico are
the best example of the implementation of this strategy.
Airbus Group is streamlining its set-up by consolidating
its international presence, for example in India, China, andMiddle East (Dubai), using a “one-roof” policy under the
Airbus name.
6. Focus services on and around the Group’s platforms
The strategy going forward is to focus on services where
the Group can differentiate and add value for its customers
according to the motto “no one knows our products better
than we”, aiming at developing long-term customer intimacy
and bring competitive advantage to its customers. As
services are executed locally, the portfolio will be adapted tothe increasingly global customer base. The Group revenues
in the service segment are around 13% of its total business.
The ongoing acquisition of Navtech aims at supporting ourstrategy by strengthening our offering of flight operations
solutions. Cooperation with military customers is set toincrease substantially through maintenance and support
services thanks to the new platforms to be delivered in the
coming years, including over 250 Eurofighters, over 150
A400M aircraft, around 250 NH90s and 50 Tiger helicopters.
In commercial, with production rates above 600 aircrafta year, the installed base is expanding rapidly, and new
innovative services are being offered successfully.
7. Strengthen the value chain position
The Group’s core capability is to master programmemanagement and architect / integrator capabilities inorder to market, develop, and manufacture large-scale
aeronautics / space platforms, integrated systems, andrelated services. As the Group is much based on a strong
platform prime role, managing the supplier base towards
delivering to the final customer is key. We aim to strengthen
and optimise selected strategic value chain areas to protect

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 25 l

1.

Information on Group Activities
1.1 Presentation of the Groupour Intellectual property, manage risks, increase profit,
access services, and differentiate our offerings. The Group’s
suppliers provide a large proportion of the value in our
products, necessitating a robust supply-chain governanceframework. This is supported by processes and tools that
foster partnership, risk mitigation and supplier performancedevelopment.
Deliver the result of the strategy:
8. Focus on profitability, value creation and market
position; no need to chase growth at any cost. Actively
manage portfolio
Thanks to strong organic growth potential, mainly in thecommercial airplane business, the Group currently goes
through a series of production ramp-ups and associatedfinancial needs. On top of that, targeted investments will help
to position the Group for the future. The financial strengthof the Group is an imperative to master these challenges,
and to ensure that we have enough room for manoeuvre
for strategic moves. A prerequisite is that the Airbus Groupstay’s attractive for investors, notably compared to its peers.
And further efforts are planned to optimise our portfolio of
business and to improve performance of our organisation.

In 2015, Airbus recorded total revenues of € 45.9 billion –representing 71% of the Group’s revenues. See “— 1.1.2 Airbus”.

Airbus Helicopters
Airbus Helicopters (formerly Eurocopter) is a global leader
in the civil and military rotorcraft market, offering one of themost complete and modern ranges of helicopters and related
services. This product range currently includes light singleengine, light twin-engine, medium and medium-heavy rotorcraft,which are adaptable to all kinds of mission types based on
customer needs.
Airbus Helicopters delivered 395 helicopters in 2015 (471 in2014) and received 403 gross orders in 2015 (compared to
426 gross orders in 2014). Order Intake amounted to € 6.2 billion(2014: € 5.5 billion) including 383 net orders before cancellationof 50 NH90 and Tiger from Germany and France. Civil contracts
and military sales accounted each respectively for 50% of thisorder volume. At the end of 2015, Airbus Helicopters order bookstood at 831 helicopters (2014: 893 helicopters).
In 2015, Airbus Helicopters recorded total revenues of€ 6.8 billion, representing 11% of the Group’s revenues. See“— 1.1.3 Airbus Helicopters”.

Airbus Defence and Space

Organisation of the Group’s Businesses
Airbus Group organises its businesses into the following
three operating Divisions: (i) Airbus, (ii) Airbus Helicopters and(iii) Airbus Defence and Space. The chart set out in “General
Description of the Company and its Share Capital — 3.3.6
Simpliﬁed Group Structure Chart” illustrates the allocation ofactivities among these three Divisions.

AirbusAirbus is one of the world’s leading aircraft manufacturers ofpassenger airliners, ranging in capacity from 100 to more than
544 seats. Across all its aircraft families Airbus’ unique approachensures that aircraft share the highest commonality in airframes,
on-board systems, cockpits and handling characteristics. Thissigniﬁcantly reduces operating costs for airlines.
Since it was founded in 1970 and up to the end of 2015,
Airbus has received orders for 16,351 commercial aircraftfrom 387 customers around the world. In 2015, Airbus
delivered 635 aircraft (compared to 629 deliveries in 2014) andreceived 1,190 gross orders (compared to 1,796 gross orders
in 2014), or 55% of the gross worldwide market share (in value
terms) of aircraft with more than 100 seats. After accounting
for cancellations, net order intake for 2015 was 1,080 aircraft(compared to 1,456 aircraft in 2014). As of 31 December 2015,
Airbus’ backlog of commercial orders was 6,831 aircraft(compared to 6,386 aircraft in 2014).

Airbus Defence and Space is Europe’s number one defence andspace enterprise, the second largest space business worldwide
and among the top ten global defence enterprises. Airbus
Defence and Space puts a strong focus on core businesses:
Space, Military Aircraft, Missiles and related systems andservices.
Airbus Defence and Space is composed of four Business Lines:
Military Aircraft; Space Systems; Communications, Intelligence& Security (CIS); and Electronics. It develops and engineers
cutting-edge products in the field of defence and space,enabling governments, institutions and commercial customers
alike to protect resources and people while staying connectedto the world. Airbus Defence and Space solutions guarantee
sovereignty in foreign affairs and defence matters.
In 2015, Airbus Defence and Space recorded total revenues of€ 13.1 billion, representing 20% of the Group’s revenues. See“— 1.1.4 Airbus Defence and Space”.

Investments
Among its signiﬁcant investments, as of 31 December 2015,
the Company held a 23.60% stake in Dassault Aviation, amajor participant in the world market for military jet aircraft
and business jets. As of 31 March 2015, the remaining equity
investment in Dassault Aviation has been classiﬁed as an asset
held for sale (reported in “Others / HQ / Conso.” segment) as
Airbus Group intends to pursue market opportunities to sell
the remainder of this investment. See “— 1.1.6 Investments”.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 26 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

Summary Financial and Operating Data

1.

The following tables provide summary ﬁnancial and operating data for the Group for the past three years.
CONSOLIDATED REVENUES BY DIVISION FOR THE YEARS ENDED 31 DECEMBER 2015, 2014 AND 2013(in €m)Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Airbus45,85442,28039,494

Airbus Helicopters

6,786

6,524

6,297

Airbus Defence and Space

13,08013,025

13,121

Total Divisional revenues

65,72061,82958,912Other / HQ / Consolidation(1)(1,270)(1,116)(1,345)

Total

64,45060,71357,567(1) “Other / HQ / Consolidation” comprises the Group’s activities managed in the US, the holding function of the Group’s Headquarters, the Airbus Group bank and otheractivities not allocable to the reportable segments, combined together with consolidation effects.

CONSOLIDATED REVENUES BY GEOGRAPHICAL AREA FOR THE YEARS ENDED 31 DECEMBER 2015, 2014 AND 2013

Year ended 31 December 2015

Year ended 31 December 2014

Year ended 31 December 2013

Amount in €bn

In percentage(1)Amount in €bn

In percentage(1)Amount in €bn

In percentage(1)Europe

20.1

31.1%

20.3

33.4%

20.3

35.3%

North America

10.2

15.9%

9.7

16.0%

8.7

15.1%

Asia / Pacific

18.8

29.1%

19.4

31.9%

19.3

33.4%

Rest of the World(2)

15.4

23.9%

11.3

18.7%

9.3

16.2%

Total

64.5

100%

60.7

100%

57.6

100%

(1) Percentage of total revenues after eliminations.
(2) Including the Middle East.

CONSOLIDATED ORDERS BOOKED FOR THE YEARS ENDED 31 DECEMBER 2015, 2014 AND 2013

Year ended 31 December 2015
Orders booked

Year ended 31 December 2014

Year ended 31 December 2013

Amount in €bn

In percentage(1)Amount in €bn

In percentage(1)Amount in €bn

In percentage(1)

139.1

87.1%

150.1

89.4%

199.2

91.9%

6.2

3.9%

5.5

3.3%

5.8

2.7%

(2)

Airbus(3)Airbus Helicopters
Airbus Defence
and Space

14.4

9.0%

12.2

7.3%

11.8

5.4%

Total Divisional orders

159.7

100%

167.8

100%

216.8

100%

Other / HQ / Consolidation

Total

(0.7)

(1.4)

(0.4)

159.0

166.4

216.4

(1) Before “Other / HQ / Consolidation”.
(2) Without options.
(3) Based on catalogue prices for commercial aircraft activities.

CONSOLIDATED BACKLOG FOR THE YEARS ENDED 31 DECEMBER 2015, 2014 AND 2013(1)Year ended 31 December 2015
Airbus(3)

Airbus Helicopters
Airbus Defence
and Space
Total Divisional backlog

Other / HQ / Consolidation

Total

Year ended 31 December 2014

Year ended 31 December 2013

Amount in €bn

In percentage(2)

Amount in €bn

In percentage(2)

Amount in €bn

In percentage(2)

952.4

94.6%

803.6

93.6%

625.6

91.8%

11.8

1.2%

12.2

1.4%

12.4

1.8%

42.9

4.2%

43.1

5.0%

43.2

6.4%

1,007.1

100%

858.9

100%

681.2

100%

(1.2)

(1.4)

(0.6)

1,005.9

857.5

680.6

(1) Without options.
(2) Before “Other / HQ / Consolidation”.
(3) Based on catalogue prices for commercial aircraft activities.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 27 l

Information on Group Activities
1.1 Presentation of the Group

Relationship between Airbus Group SE and the Group
Airbus Group SE itself does not engage in the core aerospace,defence or space business of its Group but coordinates
related businesses, sets and controls objectives and approves
major decisions for its Group. As the parent company,
Airbus Group SE conducts activities which are essential to
the Group activities and which are an integral part of the overallmanagement of the Group. In particular, ﬁnance activities
pursued by Airbus Group SE are in support of the businessactivities and strategy of the Group. In connection therewith,
Airbus Group SE provides or procures the provision of services
to the subsidiaries of the Group. General management service

1.1.2

agreements have been put in place with the subsidiaries andservices are invoiced on a cost plus basis.
For management purposes, Airbus Group SE acts through its
Board of Directors, Group Executive Committee, and Chief
Executive Ofﬁcer in accordance with its corporate rules andprocedures as described below under “Corporate Governance”.
Within the framework deﬁned by Airbus Group SE, each Division,
Business Unit and subsidiary is vested with full entrepreneurial
responsibility.

AirbusAirbus is one of the world’s leading aircraft manufacturers ofpassenger airliners, ranging in capacity from 100 to more than
544 seats. Across all its aircraft families Airbus’ unique approachensures that aircraft share the highest commonality in airframes,
on-board systems, cockpits and handling characteristics.
This signiﬁcantly reduces operating costs for airlines. See“— 1.1.1 Overview” for an introduction to Airbus.

Strategy
Airbus’ primary goal is to deliver strong results in a sustainedmanner, while commanding a further increased share of theworldwide commercial aircraft market over the long-term andexpanding its customer services offering. To achieve thesegoals, Airbus is actively:

Building a Leaner, More Fully Integrated Company
In order to build a leaner, more fully integrated company andthereby bolster its competitiveness, Airbus is adapting its
organisation to foster an entrepreneurial spirit and empower
more teams, while maintaining harmonised processes acrossall sites. For series programmes, additional responsibilities andmeans have been delegated to plants for delivery at increased
rates.

Developing the Most Comprehensive Line of Products
in Response to Customer Needs
Airbus continuously seeks to develop and deliver new products
to meet customers’ evolving needs, while also improving its
existing product line. The A330neo (new engine option) is oneof the evolutions to the A330 Family and the A320neo (newengine option) is one of many product upgrades to the A320
Single-Aisle Family to maintain its position as the most advanced
and fuel-efﬁcient single-aisle aircraft family.
Airbus is also currently pursuing (i) development and production
on the A350 XWB programme, and (ii) research on thedevelopment of new aircraft in the short-range, medium-range
and long-haul segments.

To support the A350 XWB ramp-up and other production
increases, a new super transporter is under development, withthe ﬁrst of ﬁve Beluga XL aircraft to enter into service in 2019.

Expanding its Customer Services Offering
Airbus seeks to remain at the forefront of the industry by
expanding its customer services offering to meet customers’
evolving needs. As a result, Airbus has developed a wide rangeof value-added and customised services which customers
can select based on their own make or buy policy and needs.
This approach provides Airbus operators with solutions tosigniﬁcantly reduce their operating costs, increase aircraft
availability and enhance the quality of their operations.

MarketMarket Drivers
The main factors affecting the commercial aircraft market
include passenger demand for air travel, cargo activity,
economic growth cycles, national and international regulation(and deregulation), the rate of replacement and obsolescenceof existing ﬂeets and the availability of aircraft ﬁnancing sources.
The performance, competitive posture and strategy of aircraft
manufacturers, airlines, cargo operators and leasing companies
as well as wars, political unrest, pandemics and extraordinary
events may also precipitate changes in demand and lead toshort-term market imbalances.
In recent years, China and India have emerged as signiﬁcant
new aircraft markets. According to internal estimates, they
are expected to constitute the ﬁrst and fourth most important
markets by aircraft delivery value, respectively, in the next
twenty years. As a result, Airbus has sought to strengthen its
commercial and industrial ties in these countries. New aircraft
demand from airlines in the Middle East has also become
increasingly important, as they have rapidly executed strategies
to establish a global presence and to leverage the beneﬁts theregion can deliver.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 28 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the GroupThe no-frills / low-cost carriers also constitute a signiﬁcantsector, and are expected to continue growing around the world,
particularly in Asia, where emerging markets and continued
deregulation should provide increased opportunities. While
Airbus single-aisle aircraft continue to be a popular choice forthese carriers, demand for Airbus’ range of twin-aisle aircraft
may also increase as some of these carriers develop or further
develop their long-range operations.
Overall growth. The long-term market for passenger aircraft
depends primarily on passenger demand for air travel, which
is itself primarily driven by economic or GDP growth, fare levels
and demographic growth. Measured in revenue passenger
kilometres, air travel increased in every year from 1967 to
2000, except for 1991 due to the Gulf War, resulting in an
average annual growth rate of 7.9% for the period. Demand
for air transportation also proved resilient in the years following
2001, when successive shocks, including 9/11 and SARS in
Asia, dampened demand. Nevertheless, the market quickly
recovered.
More recently, the ﬁnancial crisis and global economic difﬁculties
witnessed at the end of 2008 and into 2009 resulted in only
the third period of negative trafﬁc growth during the jet age,
and a cyclical downturn for airlines in terms of trafﬁc (bothpassenger and cargo), yields and profitability. Preliminary
ﬁgures released at the end of 2015, by the International Civil
Aviation Organisation (ICAO), conﬁrmed that some 3.5 billion
passengers made use of the global air transport network for theirbusiness and tourism needs in 2015. The annual passenger total
is up 6.4% compared to 2014. They also stated the number of
departures reached approximately 34 million globally, and world
passenger trafﬁc, expressed in terms of total scheduled revenue
passenger-kilometres (RPKs), posted an increase of 6.8% withapproximately 6,562 billion revenue passenger kilometres being
performed.
In the long-term, Airbus believes that air travel remains a growthbusiness. Based on internal estimates, Airbus anticipates a
growth rate of 4.6% annually during the period 2014-2034. If theactual growth rate equals or exceeds this level, Airbus expects
that passenger trafﬁc, as measured in revenue passenger
kilometres, would more than double in the next ﬁfteen years.
Cyclicality. Despite an overall growth trend in air travel, aircraft
order intake can vary signiﬁcantly from year to year, due to thevolatility of airline proﬁtability, cyclicality of the world economy,
aircraft replacement waves and occasional unforeseen events
which can depress demand for air travel. However, new productofferings and growth across the market has resulted in goodlevels of order activity in recent years. In the last four years,
order totals comfortably exceeded record Airbus deliveries thus
strengthening both order book and backlog totals.
Despite some cyclicality in air trafﬁc, Airbus aims to securestable delivery rates from year to year, supported by a strong
backlog of orders and a regionally diverse customer base. At theend of 2015, Airbus’ commercial backlog stood at 6,831 aircraft,
representing more than ten years of production at current rates.
Through careful backlog management, close monitoring of thecustomer base and a prudent approach to production increases,
Airbus has successfully increased annual deliveries for 14 years
running, even through the economic crisis of 2008-2009.
Regulation / Deregulation. National and international
regulation (and deregulation) of international air services andmajor domestic air travel markets affect demand for passenger
aircraft as well. In 1978, the US deregulated its domestic airtransportation system, followed by Europe in 1985. The more
recently negotiated “Open Skies Agreement” between the
US and Europe, which became effective in 2008, allows any
European or US airline to ﬂy any route between any city in the
EU and any city in the US. Other regions and countries arealso progressively deregulating, particularly in Asia. This trend
is expected to continue, facilitating and in some cases driving
demand. In addition to providing greater market access (which
may have formerly been limited), deregulation may allow for thecreation and growth of new airlines or new airline models, as
has been the case with the no-frills / low-cost airline model,
which has increased in importance throughout major domestic
and intra-regional markets since deregulation (e.g., in the US
and Europe).
Airline network development: “hub” and “point-to-point”
networks. Following deregulation, major airlines have sought
to tailor their route networks and ﬂeets to continuing changes
in customer demand. Accordingly, where origin and destination
demand prove sufﬁciently strong, airlines often employ direct,
or “point-to-point” route services. However, where demand
between two destinations proves insufﬁcient, airlines havedeveloped highly efﬁcient “hub and spoke” systems, which
provide passengers with access to a far greater number of
air travel destinations through one or more ﬂight connections.
The chosen system of route networks in turn affects aircraft
demand, as hubs permit ﬂeet standardisation around both
smaller aircraft types for the short, high frequency and lower
density routes that feed the hubs (between hubs and spokes)
and larger aircraft types for the longer and higher density
routes between hubs (hub-to-hub), themselves large point­
to-point markets. As deregulation has led airlines to diversify
their route network strategies, it has at the same time therefore
encouraged the development of a wider range of aircraft inorder to implement such strategies (although the trend has
been towards larger-sized aircraft within each market segment
as discussed below).
Airbus, like others in the industry, believes that route networks
will continue to grow through expansion of capacity on existing
routes and through the introduction of new routes, which will
largely be typiﬁed by having a major hub city at least at one
end of the route. These new route markets are expected to bewell served by Airbus’ latest product offering, the A350 XWB.
In addition, the A380 has been designed primarily to meet the

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 29 l1.

Information on Group Activities
1.1 Presentation of the Groupsigniﬁcant demand between the major hub cities, which areoften among the world’s largest urban centres (such as London,
Paris, New York and Beijing). Airbus has identiﬁed 47 major
hub cities in its current market analysis, with this number
expected to grow to over 92 by 2034. Airbus believes that it iswell positioned to meet current and future market requirements
given its complete family of products.
Alliances. The development of world airline alliances has
reinforced the pattern of airline network development describedabove. According to data from Ascend, a UK-based aviationindustry consultancy, just over one-third of the world’s jetliner
seats being ﬂown today are operated by just 13 airlines as ofJanuary 2016. In the 1990s, the major airlines began to enter
into alliances that gave each alliance member access to theother alliance members’ hubs and routings, allowing airlines toconcentrate their hub investments while extending their productoffering and market access.

Market Structure and Competition
Market segments. According to a study conducted by Airbus,
a total of 17,350 passenger aircraft with more than 100 seats
were in service with airlines worldwide at the beginning of 2014.
Currently, Airbus competes in each of the three principal market
segments for aircraft with more than 100 seats.
“Single-aisle” aircraft, such as the A320 Family, have 100 to
more than 200 seats, typically conﬁgured with two triple seats
per row divided by one aisle, and are used principally for shortrange and medium-range routes.
“Twin-aisle” or “wide-body” aircraft, such as the A330 /A350 XWB Families, have a wider fuselage with more than
210 seats, typically conﬁgured with eight seats per row andwith two aisles. The A330 / A350 XWB Families are capable ofserving all short- to long-range markets.
“Very large aircraft”, such as the A380 Family, are designed tocarry more than 400 passengers, non-stop, over very long-range
routes with superior comfort standards and with signiﬁcantcost-per-seat beneﬁts to airlines, although such aircraft canalso be used over shorter ranges in high-density (including
domestic) markets.
Freight aircraft, which form a fourth, related segment, are often
converted ex-passenger aircraft. See “— Regional Aircraft,
Aerostructures, Seats and Aircraft Conversion — EFW”.

and Europe, the Asia-Paciﬁc region uses a greater proportion oftwin-aisle aircraft, as populations tend to be more concentrated
in fewer large urban centres. The tendency towards use of twinaisle aircraft is also reinforced by the fact that many of theregion’s major airports limit the number of ﬂights, due either
to environmental concerns or to infrastructure constraints that
limit the ability to increase ﬂight frequency. These constraints
necessitate higher average aircraft seating capacity per ﬂight.
However, Airbus believes that demand for single-aisle aircraft in
Asia will grow over the next 20 years, particularly as domestic
markets in China and India and low-cost carriers continue todevelop in the region. Aircraft economics will also help to drive
aircraft size, with airlines looking to reduce the cost per seatthrough higher density aircraft cabins and the use of larger
aircraft types and variants where possible.
Competition. Airbus has been operating in a duopoly since
Lockheed’s withdrawal from the market in 1986 and Boeing’s
acquisition of McDonnell Douglas in 1997. As a result, themarket for passenger aircraft of more than 100 seats is now
effectively divided between Airbus and Boeing. According to the
manufacturers’ published ﬁgures for 2015, Airbus and Boeing,respectively, accounted for 45% and 55% of total commercial
aircraft deliveries, 58% and 42% of total net orders (in units), and
54% and 46% of the total year-end backlog (in units), an industry
record. Airbus commercial aircraft deliveries (635 in 2015) werethe 14th year in a row of increased production at Airbus.
Nevertheless, the high technology and high value natureof the business makes aircraft manufacturing an attractive
industry in which to participate, and besides Boeing, Airbus
faces aggressive international competitors who are intent on
increasing their market share. Regional jet makers Embraer andBombardier, coming from the less than 100-seat commercial
aircraft market, continue to develop larger airplanes (such as
the new 100- to 149-seat C-Series launched by Bombardier).
Additionally, other competitors from Russia, China and Japan willenter the 70- to 150-seat aircraft market over the next few years.

Customers
As of 31 December 2015, Airbus had 387 customers and a
total of 16,351 Airbus aircraft had been ordered, of which
9,520 aircraft had been delivered to operators worldwide. The
table below shows Airbus’ largest commitments in terms of total
gross ﬁrm orders by customer for the year 2015.

Airbus also competes in the corporate, VIP business jet market
with the ACJ, an A319-based Corporate Jetliner, and the A318
Elite. As well as these, other members of the Airbus family canserve the business jet market in private, corporate shuttle andin government / VIP roles.

Customer

Geographic differences. The high proportion of single-aisle
aircraft in use in both North America and Europe reﬂects the
predominance of domestic short-range and medium-range
ﬂights, particularly in North America due to the development ofhubs following deregulation. In comparison with North America

Firm orders(1)Indigo250

Wizzair

110

Avianca100

IAG Group

65

GECAS

60

Air Lease Corporation

59

International Air Finance Corporation(Saudi Arabian Airlines)

50(1) Options are not included in orders booked or year-end backlog.

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Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

Products and Services
The Family Concept — Commonality across the Fleet
Airbus’ aircraft families promote fleet commonality. Thisphilosophy takes a central aircraft and tailors it to create
derivatives to meet the needs of speciﬁc market segments,
meaning that all new-generation Airbus aircraft share the same
cockpit design, ﬂy-by-wire controls and handling characteristics.
Pilots can transfer among any aircraft within the Airbus familywith minimal additional training. Cross-crew qualiﬁcation acrossfamilies of aircraft provides airlines with signiﬁcant operational
ﬂexibility. In addition, the emphasis on ﬂeet commonality permits
aircraft operators to realise signiﬁcant cost savings in crew
training, spare parts, maintenance and aircraft scheduling.
The extent of cockpit commonality within and across familiesof aircraft is a unique feature of Airbus that, in management’s
opinion, constitutes a sustainable competitive advantage.
In addition, technological innovation has been at the coreof Airbus’ strategy since its creation. Each product in the
Airbus family is intended to set new standards in areas crucial
to airlines’ success, such as cabin comfort, cargo capacity
performance, economic performance, environmental impact
and operational commonality. Airbus innovations often provide
distinct competitive advantages, with many becoming standard
in the aircraft industry.
A320 Family. With more than 12,400 aircraft sold and more than
6,800 delivered, Airbus’ family of single-aisle aircraft, based on
the A320, includes the A319 and A321 derivatives, as well as thecorporate jets family (ACJ318, ACJ319, ACJ320 and ACJ321).
Each aircraft in the A320 Family shares the same systems,
cockpit, operating procedures and cross-section.
At 3.95 metres diameter, the A320 Family has the widest
fuselage cross-section of any competing single-aisle aircraft.
This provides a roomy passenger cabin, a high comfort level
and a spacious under ﬂoor cargo volume. The A320 Family
incorporates digital ﬂy-by-wire controls, an ergonomic cockpit
and a lightweight carbon ﬁbre composite horizontal stabiliser.
The use of composite material has also been extended to
the vertical stabiliser. The A320 family’s competitor is the
Boeing 737 series.

To ensure this market leader keeps its competitive edge, Airbus
continues to invest in improvements across the product line,
including development of the A320neo (new engine option)
Family. The A320neo incorporates many innovations including
latest generation engines, Sharklet wing-tip devices and cabin
improvements, which together will deliver up to 20% in fuelsavings by 2020. The A320neo received joint Type Certiﬁcationfrom the European Aviation Safety Agency (EASA) and theFederal Aviation Administration (FAA) in November 2015. The
A320neo with Pratt & Whitney engines was the ﬁrst variant in
the Neo Family to receive Type Certiﬁcation. The A320neo with
CFM engines wil be certiﬁed later followed by the A321neo and
A319neo in both engine variants.
This new engine option will be available for the A321, A320 and
A319 aircraft models, with an entry-into-service of the A320neo
ﬁrst, to be followed by the A321neo and the A319neo. With4,508 ﬁrm orders received from 79 customers since its launchin December 2010, the A320neo Family has captured 60% of
the market.
The ﬁrst A320neo has been delivered in January 2016 to launchcustomer Lufthansa.
In October 2015, Airbus announced the decision to further
increase the production rate of the Single Aisle Family to
60 aircraft a month in mid-2019, following thorough studies
on production ramp-up readiness in the supply chain and in
Airbus’ facilities.
To enable the ramp-up, an additional production line is being
built in Hamburg, which is being ﬁnanced by equity, and will
be operational in 2017. In parallel Airbus will integrate cabinfurnishing activities for A320 aircraft produced in Toulouse into
the ﬁnal assembly line in Toulouse, and thereby harmonizing
the production process across all A320 Family production sites
worldwide.
In 2015, Airbus received 1,015 gross orders for the A320 Familyof aircraft (945 net), and delivered 491 aircraft.

A320 FAMILY TECHNICAL FEATURES (CURRENT VERSION)

Model

Entry-into-service

Passenger capacity(1)Range (km)Length (metres)

Wingspan (metres)

A318

2003

107

5,750

31.4

34.1

A319

1996

124

6,850(2)

33.8

35.8

A320

1988

150

6,100(2)37.6

35.8(3)

A321

1994

185

5,950(2)44.5

35.8(3)(1) Two-class layout.
(2) Range with sharklets.
(3) Wingspan with sharklets.

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Information on Group Activities
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A330 Family. With 1,603 aircraft sold and 1,257 delivered,
the A330 Family covers all market segments with one twinengine aircraft type and is designed to carry between 247
and 277 passengers. The A330 Family offers high levels of
passenger comfort as well as large under-ﬂoor cargo areas.
The competitors of the A330 Family are the Boeing 767, 777
and 787 aircraft series.
The newest evolution to the A330 Family is Airbus’ A330neo(new engine option), comprising the A330-800neo and A330­
900neo versions. These aircraft incorporate latest generation
Rolls-Royce Trent 7000 engines. The ﬁrst delivery is scheduled
for end 2017.
In 2015, Airbus received 52 net orders for the A330neo.
The platform for developing the Neo is Airbus’ 242-tonne
maximum take-off weight A330 variant. This upgrade was ﬁrst
applied to the A330-300 with the ﬁrst enhanced A330-300

variant delivered to Delta Airlines in May 2015 and subsequently
for the A330-200.
Airbus is also adapting the A330-300 to rapidly growing
markets, where the aviation infrastructure is struggling tokeep us with surging demand. The A330 Regional, the lowerweight variant will carry up to 400 passengers on shorter haul
missions resulting in signiﬁcant cost savings. Saudi Arabian
Airlines became the A330-300 Regional launch customer withan order announced in June 2015.
Airbus is investing hundreds of millions of euros per year in
the A330 Family to keep the aircraft at the leading edge ofinnovations.
In 2015, Airbus received 156 gross orders for the A330 Familyof aircraft including 52 for the A330neo (136 net), and delivered
103 aircraft to customers.

A330 FAMILY TECHNICAL FEATURES (CURRENT VERSION)

Model

Entry-into-service

Passenger capacity(1)Maximum range (km)Length (metres)

A330-200

1998

247

13,45059.0

Wingspan (metres)
60.3

A330-300

1994

277

11,75064.0

60.3(1) Three-class configuration.

A380. The double-deck A380 is the world’s largest commercial
aircraft ﬂying today. Its cross-section provides ﬂexible andinnovative cabin space, allowing passengers to beneﬁt fromwider seats, wider aisles and more ﬂoor space, tailored to theneeds of each airline. Carrying 544 passengers in a comfortablefour-class configuration and with a range of 8,200 nm /15,200 km, the A380 offers superior economic performance,
lower fuel consumption, less noise and reduced emissions. The
A380’s competitor is the Boeing 747-8.
In 2015, Airbus received 3 gross orders for the A380 (2 net),and delivered 27 aircraft.

A380 TECHNICAL FEATURES

Model
A380-800

Entry-into-service

Passenger capacity(1)Maximum range (km)Length (metres)

Wingspan (metres)

2007

544

15,20073.0

79.8(1) Four-class layout.

A350 XWB Family. The A350 XWB is an all-new family of
wide-body aircraft, designed to accommodate between
280 and 366 passengers. The A350 XWB features A380
technology, a wider fuselage than that of competing new
generation aircraft, and a greater use of composite material.
The A350 XWB’s main competitors are the Boeing 787 and
777 aircraft series.

With the Ultra-Long Range version of the A350-900 launchedin 2015, the A350 XWB demonstrates its versatility by offering
the capability to perform ﬂights of up to 19 hours.
We also continue to develop the A350-1000, with an entry-into­
service in mid-2017.
In 2015, Airbus received 16 gross orders for the A350 XWBFamily (-3 net), and delivered 14 aircraft to 4 operators (Qatar
Airways, Latam, Vietnam Airlines and Finnair).

A350 XWB FAMILY TECHNICAL FEATURES

Model

Entry-into-service

Passenger capacity(1)Maximum range (km)Length (metres)

Wingspan (metres)

A350-900

2014

325

14,35066.8

64.7

A350-1000

2017

366

14,80073.7

64.7(1) Two-class layout.

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Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

Customer Services
Airbus Customer Services’ prime role is to support its customers
in operating their Airbus ﬂeet safely and proﬁtably and to thesatisfaction of passengers all around the world. As a result of
its continued growth, Airbus’ customer base has increased
consistently over the past years reaching 8,600 aircraft inservice operated by 400 airlines. The Airbus ﬂeet is maintainedby 100 Maintenance and Repair Organisations and partiallyowned by 100 leasing companies.
A worldwide network of more than 5,000 people covers all areasof support from technical engineering / operational assistanceand spare parts supply, to crew and maintenance training.
Hundreds of technical specialists provide Airbus customers
with advice and assistance to Airbus customers 24 hours aday, 7 days a week. There are more than 250 representatives
positioned around the world in more than 150 stations close to
the airlines they serve, and an international network of support
centres, training centres and spares’ warehouses.
Beyond the core customer support activities, Airbus Customer
Services department has developed a wide range of modular
and customised services driven by the unique added valuethat an aircraft manufacturer can bring. These services are
clustered around ﬁve main domains of activity: Flight Hours
and LRU Solutions, Upgrades Solutions, Material and Supply
chain Solutions, training solutions and e-Solutions for Flight
Operations, Engineering and Maintenance. Innovative andintegrated solutions have been developed in these domains,such as Power by the Hours Tailored Support Package (FHS­
TSP), which provide integrated engineering, maintenance andcomponent packages to enable customers to reduce theirinvestments and support costs while increasing operationalreliability.
Part of Airbus’ growth strategy in the area of customer services
consists of industrialised development. One recent step in
implementing this strategy is the creation of a 100% Airbus
subsidiary company named SATAIR Group: a world leading
supplier of aircraft parts and service solutions for aircraft
maintenance. The merger of the state-of-the-art service& support portfolios manager Satair and Airbus Material
Management enhances availability of product and service forairlines’ daily operation.

team has accumulated decades of expertise in aircraft ﬁnance.
When Airbus ﬁnances a customer, the ﬁnanced aircraft generally
serve as collateral, with the engine manufacturer participatingin the ﬁnancing. These elements assist in reducing the risk
borne by Airbus. Airbus’ customer ﬁnancing transactions aredesigned to facilitate subsequent sell-down of the exposure to
the ﬁnancial markets, third-party lenders or lessors.
In 2015, Airbus continued to beneﬁt from market appetite
for both aircraft financing and sale and leaseback lessor
opportunities. The markets, however, remain unpredictable
and Airbus continues to allow for potential additional ﬁnancing
exposure. Management believes, in light of its experience, thatthe level of provisioning protecting Airbus from default costs is
adequate and consistent with standards and practice in theaircraft ﬁnancing industry. See “— Management’s Discussion
and Analysis of Financial Condition and Results of Operations”.

Asset Management
The Airbus Asset Management Division was establishedin 1994 to manage and re-market used aircraft acquired by
Airbus, originally as a result of customer bankruptcies, andsubsequently in the context of certain buy-back commitments.
The Division operates with a dedicated staff and manages aﬂ eet comprised of used Airbus aircraft across the range ofmodels. Through its activities, the Asset Management Division
helps Airbus to respond more efﬁciently to the medium- andlong-term ﬂeet requirements of its customers.
Its key roles comprise commercial and risk management of the
Airbus used aircraft portfolio, as well as the enhancement of all
Airbus products’ residual value. Most of the aircraft are available
to customers for cash sale, while some can also be offered on
operating lease whereby the Airbus Asset Management teamthen focuses on the sell down of the aircraft with lease attached.
At the end of 2015, the Airbus Asset Management portfolio
contained 47 aircraft. Across the year 2015 the Airbus AssetManagement Division succeeded to place 21 used aircraft.
The Asset Management Division also provides a full range ofremarketing services, including assistance with entry-into­
service, interior reconﬁguration and maintenance checks.

Production

Customer FinanceIndustrial Organisation

Airbus favours cash sales, and does not envisage customer
ﬁnancing as an area of business development. However, Airbus
recognises the commercial need for manufacturers to assist
customers in arranging ﬁnancing of new aircraft purchases,
and in certain cases to participate in ﬁnancing those aircraft
for the airline.

Each task in the building of Airbus aircraft (from design toproduction) is allocated to a designated plant. The Airbus plants
are typically organised around different aircraft components
and sections, in component delivery teams. Each component
delivery team is either in charge of one aircraft programme, ororganised by manufacturing technology clusters depending on
the optimum solution for each plant. Every plant is organised withproduction, engineering, quality, supply chain, manufacturing,
engineering and logistics capabilities to ensure a seamlessproduction ﬂow of operations.

Extension of credit or assumption of exposure is subject tocorporate oversight and monitoring, and follows strict standardsof discipline and caution. Airbus’ dedicated customer ﬁnance

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1.

Information on Group Activities
1.1 Presentation of the GroupA transversal “Industrial Strategy & Systems” Centre ofCompetences is in charge of ensuring that harmonised andstandardised processes, methods and tools are developed andimplemented across the plants, in order to increase efﬁciency,
based on best practices.
Following production by the respective plants, the various
aircraft sections are transferred between the network of sites
and the ﬁnal assembly lines using dedicated transport means,such as the “Beluga” Super Transporters. To support the A380
production ﬂow, Airbus has also integrated road, river and sea
transport. Programme management is then responsible forthe ﬁnal assembly line activities. The programme management
works closely with the plants to secure delivery of aircraft
sections to the ﬁnal assembly lines on time, cost and quality.
A new Airbus A320 Family ﬁnal assembly line was constructedin Mobile, Alabama (US) and started production in 2015, with aﬁrst delivery of a Mobile-assembled aircraft expected in 2016.

Engineering
Airbus Engineering is a global organisation that develops civil
aircraft and aircraft components, and that conducts innovative
research applicable to the next generation of aircraft. Airbus
Engineering operates transnationally, with most engineers
employed in France, Germany, the UK and Spain. A growing
population of experienced aerospace engineers is also employedworldwide at ﬁve other engineering centres in Wichita (Kansas,
US), Mobile (Alabama, US), Moscow (Russia), Bangalore (India)
and Beijing (China).
A key part of the Airbus engineering organisation is the architect
and integration centre, which ensures, together with a team ofsenior aircraft architects and the programme chief engineers,that a consistent and multi-disciplinary approach is applied
during aircraft development.
In 2015, Airbus successfully achieved Type Certiﬁcation of
the A320neo, equipped with Pratt & Whitney engines, andbegan ﬂight tests of the A320neo with CFM engines. The
A330neo and Beluga XL successfully achieved the “End ofConcept” phase and the A350 XWB Ultra-Long Range project
has also been launched. Research & Technology activities
delivered incremental innovations for existing aircraft, matured
breakthrough technologies, with reinforced focus on industrial
aspects. Airbus Engineering is a major contributor to numerous
international initiatives dedicated to the preservation of theenvironment and the reduction of noise and CO 2 emissions.
Fully integrated change projects are also implemented tocontinuously implement innovative and efficient ways ofworking.

Regional Aircraft, Aerostructures, Seats
and Aircraft Conversion
ATR
ATR (Avions de Transport Régional) is a world leader in the
50- to 74-seat regional turboprop aircraft market. Its aircraft are
currently operated by more than 200 airlines in over 100 countries.
ATR is an equal partnership between Airbus Group and Alenia
Aermacchi (Finmeccanica Group), with Airbus Group’s 50%
share managed by Airbus. Headquartered in Toulouse in thesouth of France, ATR employs more than 1,200 people, withmajor operations in the Midi-Pyrénées and Aquitaine regionsof France. Since the start of the programme in 1981, ATR
has registered net orders for 1,796 aircraft (473 ATR 42s and1,063 ATR 72s).

Market
The regional turboprop aircraft industry has experienced
growing concentration over the years. During the 1990s, anumber of regional aircraft manufacturers merged, closed orceased production, leading to the withdrawal from the market
of BAe, Beechcraft, Fokker, Saab and Shorts, among others.
Currently, the worldwide market for turboprop aircraft of 50­
70 seats in production is dominated by two manufacturers:
ATR and Bombardier.
After a number of years of declining activity, the regional
turboprop aircraft market has experienced sustained growthsince 2005 due to the advantages of turboprop aircraft overjet aircraft in terms of fuel efﬁciency and CO 2 emissions. In
2015, ATR delivered 88 new aircraft (compared to 83 in 2014)
and recorded ﬁrm orders for 76 new aircraft (compared to 160
in 2014). In 2015, ATR received its 1500th ﬁrm order since thebeginning of the programme.
As of 31 December 2015, ATR had a backlog of 260 aircraft(compared to 280 in 2014). The relative lower operating costand reduced CO2 emissions of turboprop aircraft, in an everpassenger-yield constrained environment, are expected to leadto sustained market activity over the coming years.

Products and Services
ATR 42 and ATR 72. Commencing with the ATR 42 (50-seat),which entered service in 1985, ATR has developed a family ofhigh-wing, twin turboprop aircraft in the 50- to 74-seat market
that are designed for optimal efﬁciency, operational ﬂexibility andcomfort. In 1995, in order to respond to operators’ increasing
demands for comfort and performance, ATR launched the
ATR 42-500 and two years later, the ATR 72-500 (70-seat)series. In 2007, ATR launched the new -600 series with improved
engines, new avionics and a new cabin. Like Airbus, the ATR
range is based on the family concept, which provides for savingsin training, maintenance operations, spare parts supply andcross-crew qualiﬁcation. By the end of 2015, ATR had delivered
1278 aircraft.

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1.1 Presentation of the Group

Customer service. ATR has established a worldwide customer
support organisation committed to supporting aircraft over theirservice life. Service centres and spare parts stocks are locatedin Toulouse, Paris, the greater Washington D.C. area, Miami,
Singapore, Bangalore, Auckland, Kuala Lumpur, Toronto andJohannesburg.
ATR Asset Management also responds to the market for second­
hand aircraft by assisting in the placement and ﬁnancing of usedand end-of-lease aircraft. By providing quality reconditioned
aircraft at attractive prices, ATR Asset Management has helped
both to broaden ATR’s customer base, in particular in emerging
markets, and to maintain the residual values of used aircraft.
In the past, clients for such used aircraft have subsequently
purchased new aircraft as they have gained experience in theoperation of ATR turboprops.
In 2015, ATR continued to build its presence across the world
by establishing a new representative ofﬁce in Beijing. ATR was
also introduced the ﬁrst ATR 42-600 in Japan with Amakusa
Airlines taking delivery of this aircraft.

Production
The ATR fuselage is produced in Naples, Italy, and ATR wings
are manufactured in Merignac near Bordeaux, France. Finalassembly takes place in Saint Martin near Toulouse on the
Airbus production site. Flight-testing, certiﬁcation and deliveriesalso occur in Toulouse. ATR outsources certain areas of
responsibility to Airbus, such as wing design and manufacturing,
ﬂight-testing and information technology.

STELIA Aerospace
At the end of 2014, Sogerma and Aerolia merged to become
STELIA Group with effect from January 2015. The merger of
Aerolia and Sogerma gave rise, on 1 January 2015, to theworld No. 3 (as regards its turnover) in aerostructures, seats
and aeronautical equipment.
STELIA Aerospace is a wholly-owned subsidiary of the
Airbus Group, which offers global solutions for aeronauticalmanufacturers and airlines, as well as designs and produces
aerostructures, crew seats and business and first classpassenger seats. With a turnover of € 1.8 billion in 2015 and morethan 6,100 employees worldwide, STELIA supports the major
aeronautical players, such as Airbus, ATR, Boeing, Bombardier,
Embraer or Dassault, Etihad and Thaï. STELIA Group is present
on 3 continents, in France in Méaulte, Mérignac, Rochefort,
Saint-Nazaire, Salaunes, and Toulouse, and also in Canada,
Morocco and Tunisia.
STELIA designs and produces large equipped fuselage
sections and wings for civil and military aircraft manufacturers.
STELIA has a signiﬁcant Tubes & Pipes production activity thatis designing and building solutions covering all ATA systems,
ranging from fuel to hydraulics and ﬁre suppression.

In the crew seats segment, STELIA is the joint world leader andoffers support from design to production, including after-sales
service. More than 40,000 seats have been delivered since 1973
and STELIA manufactures 2,500 pilot seats per year.
STELIA also designs and manufactures luxurious custommade business and ﬁrst class passenger seats for more than
40 airlines in the world.

Premium AEROTEC
Premium AEROTEC is a wholly owned subsidiary of theCompany (consolidated within Airbus) which was formed fromthe spin-off of the former German Airbus sites in Nordenham
and Varel and the former Airbus Group site in Augsburg
pursuant to the aerostructures reorganisation strategy initiatedunder the Power8Programme. Premium AEROTEC has its own
development unit with its main facilities at its Augsburg siteand ofﬁces in Bremen, Hamburg, Munich / Ottobrunn andManching. The management headquarters for the operational
units are in Varel, while the company itself is headquarteredin Augsburg. Premium AEROTEC GmbH also has a plant forprocessing aircraft components in Ghimbav / Brasov County
in Romania.
The core business of Premium AEROTEC is focused on structuresand manufacturing systems for aircraft construction and related
development activities. The aim of Premium AEROTEC over the
coming years is to further expand its position as the leadingtier 1 supplier of civil and military aircraft structures.
Premium AEROTEC is a partner in all major European aircraft
development programmes, such as the commercial Airbus
aircraft families, the A400M military transport aircraft programme
and the Euroﬁghter Typhoon. It plays a signiﬁcant role in thedesign of new concepts in such ﬁelds as carbon composite
technologies.

Elbe Flugzeugwerke GmbH — EFW
EFW (consolidated within Airbus) combines various aviationand technology activities under a single roof: development andmanufacturing of ﬂat ﬁbre-reinforced composite components forstructures and interiors, the conversion of passenger aircraft into
freighter conﬁguration, maintenance and repair of Airbus aircraft
as well as engineering services in the context of certiﬁcation
and approval.
In the business ﬁeld of composite structures and interiors, EFW
develops, designs and manufactures ﬂat sandwich components
for structure and cabin interior of the entire Airbus family. The
product range includes ﬂoor and ceiling panels, cargo linings
and bullet-proof cockpit doors (in total, 50,000 different shapes
and layups). The passenger-to-freighter conversion businesscomprises a standard extensive modiﬁcation, carried out byorder of the civil aircraft owner. The freighter conversion market

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comprises cargo airlines, aerospace companies with small
aircraft ﬂeets as well as ﬁnance groups. As of today, more than
190 freighter aircraft have been converted for 39 customers
throughout the world.
Airbus, ST Aerospace and EFW launched the A330 passenger­
to-freighter (P2F) conversion programme on 19 May 2012 andST Aerospace took 35% equity interest in EFW. First conversion
is planned in 2016 (prototype). The A330P2F programme willoffer customers two versions – the A330-200P2F and the larger
A330-300P2F. Both will provide new levels of reliability andefﬁciency to P2F operators, offering better economics than

1.1.3

any medium widebody freighter available today as well as
commonality with the already existing Airbus A330-200F.
On 17 June 2015, Airbus signed an agreement with Singaporebased ST Aerospace Ltd. (STA) to offer passenger-to-freighter(P2F) conversion solutions for its A320 and A321 aircraft. STA
will acquire an additional 20% of the shares of EFW, Dresden(Germany) by way of a contribution in kind and a capital increase
to EFW. Consequently, 45% of the shares of EFW will be retained
and the Group will effectively lose its control over EFW (reported
in Airbus division). The transaction has been closed on 4 January
2016.

Airbus Helicopters

Airbus Helicopters is a global leader in the civil and militaryrotorcraft market, offering one of the most complete andmodern ranges of helicopters and related services. This productrange currently includes light single-engine, light twin-engine,
medium and medium-heavy rotorcraft, which are adaptable
to all kinds of mission types based on customer needs. See“— 1.1.1 Overview” for an introduction to Airbus Helicopters.

Focusing on Customers

Strategy

Airbus Helicopters also established an extended warranty
offer to include three years or 2,000 ﬂight hours, with the ﬁrst
year of labor included. Taking effect on 1 January 2015, thisinitiative is aligned with the company-wide transformation anddemonstrates the priority placed on customer satisfaction.

Airbus Helicopters’ strategy is to continue driving improvement
initiatives via its company-wide transformation plan, whichplaces customer satisfaction and quality at the core of its
operations, along with increasing industrial competitiveness –all while ensuring the highest levels of aircraft safety.

A Commitment to Innovation
After an unprecedented achievement in 2014 with thecertiﬁcation and the service introduction of the H145, H175
and H135, Airbus Helicopters pursued preparing the future –the H Generation – embodied by the launch of the ﬂight-test
phase of the new H160 medium-weight helicopter as planned
for an entry-into-service planned in 2018 and the launch of the
two-years concept phase of the next generation heavy-lift X6
helicopter tailored for the civil market.
Development also continue with the delivery of the ﬁrst H145M
to the German armed forces, only two years after the contract
was awarded for the development of this new, militarised versionof the leading H145 helicopter and at the Helitech exhibition in
London, the company also announced an upgrade of the H135
equipped with the Helionix digital avionics suite developed by
Airbus Helicopters and providing increased safety and reduced
pilot workload.
Airbus Helicopters also unveiled a redeﬁned, comprehensive
services offering. The new “HCare” offering is a product of thecompany-wide transformation initiative, focusing on continuous
improvement and customer satisfaction.

Airbus Helicopters also marked signiﬁcant progress with its
transformation plan in 2015 by further enhancing customer
support and services, with safety as the top priority. This wasunderscored by indicators of increasing ﬂeet availability forcustomers and operators, and time delivery of planned spareparts ordered.

Delivering Safety
Safety continues to be a top-level priority for Airbus Helicopters,
which advanced this company-wide effort in several ways during
2014 – encompassing industry-leading efforts to propose
and promote changes to enhance airworthiness, increasesurvivability and promote standardisation of operator ﬂeet
safety-related capabilities.
Major achievements in 2015, with the leading-edge H225 at
the forefront of the developments, are the full implementationof the Flight Crew Operating Manual (FCOM) – a document
outlining best practices and recommendations for oil and gas
missions – by North Sea operators in 2015 and the certiﬁcationof Rig N Fly, an advanced avionics solution for “one-touch”
approaches to oil rigs.

Market Drivers
According to market forecasts produced by Airbus Helicopters,
the Teal Group and Honeywell, between 9,500 to 10,500 civil
helicopters and 6,000 (Teal Group excluding China and Russia)
to 9,000 military helicopters are expected to be built globallyover 10 years (all turbine helicopters). This forecast, particularly
with respect to the military sector, relies to a large extent onlarge US development programmes.

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Helicopters sold in the civil and parapublic sector, where Airbus
Helicopters is a leader, provide transport for private owners
and corporate executives, offshore oil operations, diverse
commercial applications and state agencies, including coast
guard, police, medical and ﬁre-ﬁghting services. Thanks to its
existing mission segment diversity, the helicopter market is
expected to prove resilient through the coming decade, eventhough one of the key Segment, Oil & Gas (in value), is currently
experiencing troubled times. Airbus Helicopters believes thatthe demand over the next 10 years will be driven by large
replacement needs from advanced economies and by growthfrom emerging economies. Airbus Helicopters’ market data
indicates that in 2015, worldwide deliveries of civil and parapublic
turbine helicopters over a 1.3t MAUW stood at ~625 units.
Demand for military helicopters is mainly driven by budgetaryand strategic considerations, and the need to replace ageing
ﬂeets. Airbus Helicopters believes that the advanced age ofcurrent ﬂeets, the emergence of a new generation of helicopters
equipped with integrated systems and the on-going introductionof combat helicopters into many national armed forces willcontribute to increased military helicopter procurement overthe next few years. Recent large-scale military programmes,
such as those conducted by the US, Russia, China, India,
South Korea, Saudi Arabia, Brazil and most western European
countries have conﬁrmed this trend. Nevertheless, demand fromthe military sector has historically been subject to large year­
to-year variations due to evolving strategic considerations, andshort-term growth potential may be limited due to increasing
budgetary constraints on public spending in some regions like
Western Europe, while other regions like Asia, Eastern Europe
or Latin America are expected to continue growing. In fact, thepolitical and military crisis in Ukraine and the emergence of theIslamic State has recently led to a major reassessment of threats
perceptions and military strategies in much of Europe which
could lead to some extent to new acquisitions. According toAirbus Helicopters’ market data, worldwide deliveries of military
turbine helicopters stood at ~885 units in 2015.

Competition
Airbus Helicopters’ primary competitors in the civil andparapublic sector are Agusta-Westland, Sikorsky and Bell
Helicopter. The civil and parapublic sector has grown morecompetitive in recent years, with Sikorsky and Agusta-Westland
having increased their market share in the heavy and medium
helicopter classes, while Bell has increased its market share in
the light helicopter classes.
The military sector is highly competitive and is characterisedby competitive restrictions on foreign manufacturers’ accessto the domestic defence bidding process, sometimes to thevirtual exclusion of imports. Airbus Helicopters decreased its
share of the global market for military helicopters in unit andvalue (from 11% in unit in 2014 to 9% in 2015), and will focus
on campaigns in 2015.
Airbus Helicopters’ main competitors in the military sector are
Agusta-Westland in Europe, and Sikorsky, Boeing and Bell
Helicopter in the US Military sales accounted for 50% of Airbus
Helicopters’ revenues in 2015.

Customers
More than 3,000 operators currently ﬂy Airbus Helicopters’rotorcraft in over 150 countries. Airbus Helicopters’ principal
military clients are Ministries of Defence (“MoDs”) in Europe,Asia, the US and Latin America. In the civil and parapublic
sector, Airbus Helicopters has a leading market share in Europe,
the US and Canada.
With 45% of the worldwide market share-based on deliveries,
the versatility and reliability of Airbus Helicopters products havemade them the preferred choice of the most prominent civil andparapublic customers (turbine helicopters over a 1.3t MAUW).
The world’s largest offshore operators (such as Bristow, CHC,
Era and PHI) use Airbus Helicopters rotorcraft for passenger
transport and offshore oil industry support. In the emergency
medical services market segment, Airbus Helicopters rotorcraft
dominate the ﬂeets of large operators such as Air Methods in
the US and ADAC in Germany. Agencies with high serviceability
requirements, including police and armed forces, also rely on
Airbus Helicopters products.

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Products and Services
Airbus Helicopters offers a complete range of helicopters that covers nearly the entire civil and military market spectrum, which it
updates continuously with leading-edge technologies. This product range includes light single-engine, light twin-engine, medium
and medium-heavy helicopters, and is based on a series of new-generation platforms designed to be adaptable to both militaryand civil applications. In addition, products share multiple technical features as part of a family concept approach.
The following table sets forth Airbus Helicopters’ existing product line, consisting of optimised products for different mission types:
Helicopter TypePrimary Missions

Light Single Engine
H120 (previously EC120) “Colibri”

Corporate / Private, Commercial Pax Transport & Multipurpose, Civil & Military Training

Single Engine (“Ecureuil” family)
Public Services(1), Military Utility(2) & Armed Reconnaissance,
Corporate / Private, Commercial Pax Transport & Aerial Work

H125 “Ecureuil” (previously AS350) /H125M “Fennec” (previously AS550)
H130 (previously EC130)

Commercial Pax Transport & Multipurpose, Emergency Medical, Tourism, Corporate / Private

Light Twin Engine
H135 / H135M (previously EC135 / EC635 /EC135 T3/P3)

VIP, Military Utility & Armed Reconnaissance, Emergency Medical, Public Services(1)H145 / LUH (UH-72) / H145M (previously
EC145 / LUH / EC645 / EC145 T2

VIP, Military Utility(2), Emergency Medical, Public Services(1)Medium (“Dauphin” family)
AS365 “Dauphin” / AS565 “Panther”

Military Naval Warfare Mission & Maritime Security, Public Services(1)(in particular Coast Guard & SAR), Oil & Gas, Commercial Pax Transport & Multipurpose

H155 (previously EC155)

Corporate / Private, VIP, Oil & Gas, Public Services(1)H175 (previously EC175)

Corporate / Private, VIP, SAR, Emergency Medical, Public Services(1), Oil & Gas

Medium-Heavy
H215 (previusly AS332) “Super Puma” /H215M (previously AS532) “Cougar”

Civil Utility, Military Transport / SAR, Oil & Gas

H225 / H225M (previously EC225 / EC725)

SAR, Combat-SAR, Military Transport, Oil & Gas, VIP, Public Services(1)NH90 (TTH / NFH)

SAR, Military Transport, Naval

AttackTiger

Combat, Armed Reconnaissance / Escort(1) Public Services includes homeland security, law enforcement, fire-fighting, border patrol, coast guard and public agency emergency medical services.
(2) Civil Utility includes different kinds of commercial activities such as aerial works, electrical new gathering (ENG), passenger and cargo transport.

Civil Range

Military Range

Airbus Helicopters’ civil range includes light single-engine, lighttwin-engine, medium and medium-heavy helicopters, which
are adaptable to all mission types based on customer needs.
To maintain and strengthen its competitive edge in the civil
sector, Airbus Helicopters is pursuing a fast-paced productrange renewal. This entails upgrades of existing platforms aswell as development for the next generation of helicopters.

Airbus Helicopters’ military range comprises platforms derived
from its commercial range (such as the EC725 derived from theEC225) as well as purely military platforms developed for armed
forces (the NH90 and the Tiger).

The newest products in this range are the H175, H145 andH135, which received their certiﬁcation and have been deliveredin 2014.
In the civil market, Airbus Helicopters is preparing the future – the
H Generation – embodied by the all-new, medium-weight H160
civil helicopter which was unveiled and started ﬂight testing, witha planned entry-into-service in 2018 and launched the two-year
concept phase of the next-generation heavy-lift X6 helicopter,
tailored for the civil market.

Designed for modern multi-mission capabilities and costeffectiveness throughout its lifecycle, the NH90 has beendeveloped as a multi-role helicopter for both tactical transport(TTH) and naval (NFH) applications. The programme, mainly
ﬁnanced by the governments of France, Germany, Italy and theNetherlands, has been jointly developed by Airbus Helicopters,
Agusta-Westland of Italy and Fokker Services of the Netherlands
as joint partners in NATO Helicopter Industries (“NHI”) in
direct proportion to their countries’ expressed procurement
commitments. Airbus Helicopters’ share of NHI is 62.5%.
There were 35 NH90 deliveries in 2015, for a cumulative totalof 267 deliveries as of the end of 2015. The NH90 ﬂeet has
accumulated ~90,000 ﬂight hours.

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1.1 Presentation of the GroupThe Tiger combat attack helicopter programme includes four
variants based on the same airframe: the HAP (turreted gun,rockets and air-to-air missile), 40 of which have been ordered
by France and 6 by Spain; the UHT (antitank missile, air-to-air
missile, axial gun and rockets), 80 of which have been orderedby Germany; the ARH (antitank missile, turreted gun androckets), 22 of which have been ordered by Australia; and the
HAD (antitank missile, air-to-air missile, turreted gun, rockets
and upgraded avionics and engines), 24 and 40 of which havebeen ordered by Spain and France, respectively. During 2015,
in the frame of French “loi de programmation militaire” (lawof military programmes management), Airbus Helicoptershas been notiﬁed a decrease by 16 Tiger HAP and asked toperform the retroﬁt of 19 Tiger HAP already delivered in HADvariant. 7 additional Tiger HAD have been ordered by Francein December. France ﬁnally ordered 66 Tiger HAD. On UHT,
Germany, decreased its number of Tiger UHT by 12 H/C to 68
H/C in the frame of the German deal.
Overall in 2015, 16 Tigers were delivered, for a cumulative totalof 135 deliveries by year-end. The Tiger ﬂeet has accumulated
more than 70,200 ﬂight hours.

Customer Services
With more than 3,000 operators in over 150 countries, Airbus
Helicopters has a large ﬂeet of some 12,000 in-service rotorcraftto support. As a result, customer service activities to support
this large ﬂeet generated 42% of Airbus Helicopters’ revenues
for 2015.

1.1.4

Production
Airbus Helicopters’ industrial activities in Europe are conductedin four primary locations, two in France, one in Germany and one
in Spain. The French sites are Marignane, in southern France,and La Courneuve, near Paris. The German site is located in
Donauwörth, and the Spanish site is located in Albacete.
In the US, Airbus Helicopters, Inc. has two industrial sites: Grand
Prairie, Texas and Columbus, Mississippi. Grand Prairie serves
as the company’s headquarters and main facility and also serves
as the Airbus Helicopters Training facility for North America. The
Columbus facility is dedicated to the assembly and delivery of
the UH-72A Lakota and AS350.
In Australia, Australian Aerospace assembles, upgrades andmaintains NH90 and Tiger for the country’s armed forces;
while a rotary-wing centre of excellence in Helibras — Itajuba,
Brazil produces, assembles and maintains EC725 helicopters
acquired by the Brazilian armed forces.
In November 2015, the heavyweight H215 was introduced
along with a new industrial model and an expanded strategic
partnership with Romania aiming at providing a modern andcost-effective solution for markets such as utility, peacekeeping
operations and logistic support missions.

Airbus Defence and Space

Airbus Defence and Space develops and engineers cuttingedge products in the ﬁeld of defence and space, enabling
governments, institutions and commercial customers aliketo protect resources and people while staying connected to
the world. Airbus Defence and Space solutions guarantee
sovereignty in foreign affairs and defence matters. See“— 1.1.1 Overview” for an introduction to Airbus Defence
and Space.
Airbus Defence and Space in 2015 comprised the four BusinessLines Military Aircraft, Space Systems, Communications,Intelligence & Security (CIS) and Electronics, the broad scopeof which is detailed below. Further to a strategic portfolio review
conducted in 2014, some activities from the business lines CIS
and Electronics have been carved out with the target of a sale.
These changes did not affect the majority of the year 2015,
therefore activities subject to these changes are reported inthis document and only remarks added.
Q

Airbus Helicopters’ customer service activities consist primarilyof maintenance, repairs, spare parts supply, training andtechnical support. In order to provide efﬁcient worldwide service,
Airbus Helicopters has established an international network of
subsidiaries, authorised distributors and service centres.

Military Aircraft designs, develops, delivers and supports
military aircraft, and is the leading ﬁxed-wing military aircraft

centre in Europe and one of the market leaders for combat,
mission, transport and tanker aircraft worldwide. Key products
include the Euroﬁghter, the A400M, the A330 MRTT and theC295/CN235 as well as Unmanned Aerial Systems.
QSpace Systems covers the full range of civil and defence spacesystems. Its satellite system solutions for telecommunications,
earth observation, navigation and science include spacecraft,
ground segments and payloads. As the European prime
contractor for launchers, orbital systems and space
exploration, its key systems include Ariane launchers, theFrench deterrence force and the European participation to theInternational Space Station ISS. Beginning of the year, a 50/50
joint venture was launched with Safran named Airbus Safran
Launchers, bringing together space launchers expertise fromboth companies.
Q
Communications, Intelligence & Security (CIS) brings
together satellite and terrestrial communications, intelligenceand security services and solutions. The customer baseencompasses both the government sector – notably defence

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Information on Group Activities
1.1 Presentation of the Groupand security forces – and the commercial sector, includingtransportation (maritime, airport, metro), energy (oil, gas andelectricity), mining and agriculture. Key services and solutions
include: military and commercial satellite communication
services, Professional Mobile Radio communications,emergency response centres (such as 9-1-1/112), bordersurveillance systems, command & control (C4I) systems,
cyber security solutions and services and observation­satellite-based geo-information services. Commercial satellite
communication services and Professional Mobile Radio havebeen carved out for future sale.
Q
Electronics provides high-performance equipment for system
integrators that serve both Airbus Defence and Space within
the Airbus Group as well as external customers worldwide.
Products are mainly for the civil, defence and security markets
and cover ground, maritime, airborne and space applications.
Key products include radars and IFF systems, electronic
warfare equipment, avionics, space platform electronics,
space payload electronics as well as optronic sensors. All
but space electronics have been carved out for future sale.

Strategy
The strategic ambition of Airbus Defence and Space is to bea global leader in Space, Military Aircraft, Missiles and related
systems and services. The Division aims to preserve a leading
position in Europe and build an international footprint in selected
countries, delivering benchmark ﬁnancial performance andsustainable growth. Following a full portfolio review, Airbus
Defence and Space is taking steps to both divest non-core
activities and invest in future growth. Signiﬁcant progress has
been made for carving out non-core businesses (defence
electronics and border security, Secure Land Communications,commercial satellite communications services, and a number ofparticipations and subsidiaries) while strategic growth options
are being deﬁned for the remaining core business.
Military Aircraft. Airbus Defence and Space is capitalising on
its strong market position in transport, mission and combat
aircraft and related services. In heavy transport, the focus will beon completing the development and delivery the A400M airlifter
to its launch customers while ramping up sales campaigns inorder to address the signiﬁcant demand expected for this aircraft
worldwide. For light & medium transport, Airbus derivatives –including the highly successful A330 MRTT (multi-role tanker
transport) – and the Euroﬁghter combat aircraft, further export
opportunities will be pursued while investing in future capability
growth and innovation. Airbus Defence and Space is also
aiming at establishing a substantive presence in the market for
Unmanned Aerial Systems (UAS).
Space. Airbus Defence and Space has taken a major step
towards future competitiveness in space transportation withthe creation of the Airbus Safran Launchers (ASL) joint venture,

which will be responsible for developing, producing andmarketing the next-generation European launcher, Ariane 6.
As a leading manufacturer of telecommunications and Earthobservation, navigation and science (ENS) satellites, as wellas orbital and space exploration systems, Airbus Defence
and Space is continuously investing in innovation to ensure its
future positioning in these core segments. In addition, the ability
to provide space-related services through its Communications,Intelligence & Security (CIS) business line, as well as spaceelectronics equipment, enables Airbus Defence and Space tooffer fully integrated space solutions to its customers.
Missiles are a growing and proﬁtable business, in which Airbus
Defence and Space already has a strong presence through its
participation in the leading European missile maker, MBDA, as
well as its military launcher business.

MarketAirbus Defence and Space is mainly active in public and para­public markets. As a general trend, defence budgets are ﬂat orslightly increasing in Europe. Market access outside the homecountries may be subject to restrictions or preconditions suchas national content. Nevertheless Airbus Defence and Space,in conjunction with Airbus Group, has already a strong exportorientation as well as international presence and partnerships
and will continue to develop them.

Military Aircraft
Customers
The Military Aircraft Business Line with its products Combat
Aircraft, Military Transport Aircraft, Mission Aircraft andUnmanned Aerial Systems supplies the public sector, mainly
armed forces.
Customer relationships in this segment are characterised by theirlong-term, strategic nature and long decision-making cycles.
Once a contract is signed, contract life including considerable
services business often carries on for decades.
Customers in the home countries of Airbus Defence and Space
face budget pressures, leading the Group to focus on the export
market. However, ageing material leads to the need for someongoing or upcoming procurement decisions even in Europe,such as France’s announcement for 12 A330 MRTT in 2014.
Unmanned Aerial Systems could lead to diversiﬁcation into
commercial markets. It is also a sector in which Europe has astrong need for investment, which could set the stage for newcooperation programmes. France, Germany, Italy and Spain
have signalled their intention to cooperate on a medium altitude,
long endurance Unmanned Aerial System and Airbus Defence
and Space is designated to participate in the two-year deﬁnition
study of the system.

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Competitors

Space Systems

The market for military aircraft is dominated by large- andmedium-sized American and European companies capableof complex system integration. Among the competitive factors
are affordability, technical and management capability, theability to develop and implement complex, integrated systemarchitectures and the ability to provide timely solutions tocustomers. In particular special mission aircraft, such as heavytankers, are derived from existing aircraft platforms. Adapting
them requires thorough knowledge of the basic airframe, which
generally only the aircraft manufacturer possesses. The skills
necessary for the overall systems integration into the aircraft areextensive and the number of participants in the world market
is very limited.

Public Sector: Satellites, Space Infrastructure,
Launchers, Deterrence

The main competitors in military transport and mission aircraft
include Boeing, Lockheed Martin, UAC, Kawasaki, Ilyushin and
AVIC.
Heavy military transport (> 14t payload) has been driven
historically by US policy and budget decisions, and therefore has
been dominated by US manufacturers. The A400M represents
the Group’s entry into this market, at a time when nations
worldwide are expected to begin upgrading and replacing their
existing ﬂeets.
Competitors in the segment of combat aircraft include Boeing,
Dassault, Lockheed Martin, Saab and Sukhoi.
In the Unmanned Aerial Systems market segment, Israeli andUS ﬁrms are well established and other European companies
such as BAE Systems, Dassault and Thales compete for new
European projects. The market itself features strong growth withsigniﬁcant opportunities in Europe and Asia Paciﬁc.

Market Trends
The sale of aircraft is expected to remain sound in thetransport and special mission aircraft segments and even growconsiderably for the heavy transport segment, where the A400M
occupies a unique position leading to a market forecast of 300
within the next 30 years.
The Euroﬁghter has received a declaration of intent for 28 units
from Kuwait in 2015, ﬁnalisation of the contract is pending. A
number of further sales are expected, prolonging its productionlife.

In the public market for Earth observation, scientiﬁc / explorationand navigation satellites, competition in Europe is organised ona national and multinational level, primarily through the European
Space Agency (ESA), the European Commission (EC) andnational space agencies.
Decisions at the latest ESA Ministerial Conferences andunder EC Horizon 2020 paved the way for future European
programmes in which Airbus Defence and Space does or may
seek to participate. There is also important export demand for
Earth observation systems, for which the company is a leading
provider. The export market is expected to continue growing
over the medium-term.
For military customers, demand for telecommunication andobservation satellites has increased in recent years.
The equipment segment can rely on a stable European market,
with potential growth to come from developing space countries
as well as the US.
The orbital infrastructure segment comprises manned andunmanned space systems mainly used for space exploration,i.e. scientiﬁc missions. Demand for orbital infrastructure systems
originates solely from publicly funded space agencies, inparticular from ESA, NASA, Roscosmos (Russia) and NASDA(Japan). Such systems are usually built in cooperation withinternational partners. The International Space Station (ISS),
together with related vehicle and equipment development
programmes and services, constitutes the predominant ﬁeld ofactivity in this segment and Airbus Defence and Space leads as
prime contractor on industrial level the European contribution to
the international Space Station ISS. Airbus Defence and Spaceis involved in NASA’s Orion project as the prime contractor for
the European contribution: the mission-critical service moduleof the MPCV (Multi-purpose Crew Vehicle) Orion spacecraft,which will allow astronauts to ﬂy beyond low Earth orbit for theﬁrst time since the American Apollo programme.

Unmanned Aerial Systems, on the other hand, have a very
promising growth potential. Market structures in this segment
are not clearly set out yet and will see some movement, including
a new European collaborative programme.

Airbus Defence and Space is the sole prime contractor for the
Ariane 5 launcher system, with responsibility for the delivery
to Arianespace of a complete and fully tested vehicle. It also
supplies all Ariane 5 stages, the equipment bay, the ﬂight
software as well as numerous sub-assemblies. With the joint
venture Airbus Safran Launchers, Airbus Defence and Space
is well positioned for the development and subsequent deliveryof the future Ariane 6 launcher, planned for ﬁrst launch in 2020.

After-Sales Services are an important business for Military
Aircraft. Whereas the practice is well established in the area ofcombat aircraft, the services business is only just ramping up
in the area of transport and mission aircraft.

Airbus Defence and Space is the prime contractor for ballistic
missile systems to the French State. It is responsible for thedevelopment, manufacturing and maintenance of submarinelaunched missiles and related operating systems.

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Commercial Sector: Telecommunications Satellites,
Launch Services
The commercial telecommunication satellite market is very
competitive, with customer decisions primarily based on price,technical expertise and track record. The main competitors fortelecommunications satellites are Boeing, Lockheed Martin,
MDA and Orbital in the US, Thales Alenia Space in France and
Italy, and Information Satellite Systems Reshetnev in Russia. The
market for telecommunications satellites is expected to remain
largely stable over the coming years at a level of approximately
20 orders per year on average.
The market for commercial launch services continues to evolve.
Competitive pressure is increasing in light of other competitors
entering or coming back into the market. Airbus Defence
and Space is active in providing launch services through its
shareholding in Airbus Safran Launchers, providing a complete
range of launch services with the Ariane, Soyuz, Vega andRockot launchers. Competitors for launch services include
ILS, SpaceX, ULA, Sea Launch and CGWIC. The accessible
market to Arianespace for commercial launch services forgeostationary satellites is expected to remain stable at around20 payloads per year. However, due to various factors (suchas technology advances and consolidation of customers), thisﬁgure remains volatile. This market does not include institutional
launch services for the US, Russian or Chinese military andgovernmental agencies.
In 2015 Airbus Defence and Space announced the creation of
Airbus OneWeb Satellites (AOS) JV, an equally owned company
with OneWeb that will design and build 900+ satellites for
the OneWeb constellation programme. This participation isentrepreneurial in nature and is meant to drive innovation in a
new space market.

Communications, Intelligence & Security (CIS)
The business line Communications, Intelligence and Security(CIS) brings together the growing but increasingly competitivemarket for satellite and terrestrial communication, intelligence andsecurity services and solutions. CIS serves a common customer
base which includes governments, defence institutions, security
and public safety agencies, as well as commercial sectors suchas transportation (maritime, airport, metro), energy (oil, gas,
electricity), mining and agriculture.
This business line is divided into ﬁve segments: Integrated
Systems, Geo-Intelligence, Satellite Communications, Secure
Land Communications and Cyber Security.
Through Integrated Systems, Airbus Defence and Space
develops Command and Control solutions for Ministries of
Defence and border security and emergency response systems
for Ministries of the Interior in Europe and Middle East. The
market is very fragmented, with competitors coming fromdefence, telecom, infrastructure and IT businesses.

CIS also dominates the satellite imagery (optical and radar) market
for Geo-Intelligence. This sector remains mainly government
orientated. However, the demand for satellite imagery is growing
in commercial markets as many companies see geospatial data
as key information for their business development.
The business line CIS is also a leader in commercial andgovernmental satellite communications. This segment offersa full portfolio of mobile and ﬁxed satellite communication
solutions for application at sea, on land and in ﬂight. Customers
are Ministries of Defence, the commercial maritime sector aswell as energy and mining businesses, humanitarian NGOs
and the media. Commercial satellite communication services
are subject to carve out.
The Secure Land Communications segment is a major actor
worldwide for Professional Mobile Radio (PMR) networks andterminals solutions as well as call taking solutions for public
safety answering and control room. Main customers are
Ministries of the Interior and critical infrastructures, i.e. police,ﬁre brigades, ambulances, airports, and metro lines. The Secure
Land Communications segment is subject to carve out.
The border security segment develops land and maritime bordersurveillance and protection systems, with a multi-level portfolioof solutions ranging from sub-systems equipment to complete
nationwide systems integrating all the mobile and ﬁxed assets
contributing to a customer country’s border security. In the areaof large-scale border security systems, it can be consideredas the world leader.
Airbus Defence and Space is also a leading provider of consulting
services for products of cyber security. The market growth isdriven by an exponential increase of cyber-attacks and thistrend is foreseen to continue in the next years. Customers aregovernments and private companies.
Airbus Defence and Space has good market position in all
businesses covered in CIS. However, maintaining or improving
its position would require important investments in some areas
such as Secure Land Communications or Commercial Satellite
Communications Services. Airbus Defence and Space is seeking
owners more suitable to develop these business areas further.
Due to the carve out, CIS focuses on public customers such as
armed forces for government satellite communications, where
we have long-term relationships with our customers. Whereas
budget pressures on public expenditure, above all military
expenditure, are high in Europe, investment into the services
and solutions offered by CIS is likely to continue in the face of
new global security threats.

Electronics
For integrated civil, defence and security systems, the BusinessLine Electronics designs, develops and delivers electronic
components and products. It is composed of two main businessclusters: On the one hand defence and security applications

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including optronics, radars, electronic warfare and avionics.
The defence applications business cluster is subject to carveout. On the other hand space equipment comprising space
platform electronics such as solar arrays, power electronics,
data handling devices and gyros as well as space payload
electronics through its subsidiary TESAT-Spacecom, e.g.
ampliﬁers, multiplexer, switches and modulators.

A total of 174 aircraft have been ordered so far by the sevenlaunch customer nations Belgium, France, Germany, Luxemburg,
Spain, Turkey, the UK and one export customer, Malaysia. Type
Certiﬁcate and Initial Operating Clearance have been achieved in
2013. Since then, 21 units have been delivered to ﬁve nations by
the end of 2015. The A400M is already deployed operationallysince 2014.

The integration of expertise from various defence and spacecompetencies creates a broad basis of high-end technologies.
The Business Line provides mission-critical premium electronics
to all Airbus Group platforms and is a longstanding partner ofsystem integrators worldwide.

Multi-role tanker transport — A330 MRTT. The A330 MRTT,a derivative of the Airbus A330 family, offers military strategic airtransport as well as air-to-air refuelling capabilities. Its large tankcapacity is sufﬁcient to supply the required fuel quantities without
the need for any auxiliary tanks. This allows the entire cargo bay
to be available for freight, with the possibility of incorporating
standard LD3 or LD6 containers, military pallets and/or any
other type of load device in use today. The A330 MRTT is
equipped with state of the art refuelling systems, including an
Aerial Refuelling Boom System (ARBS) and under-wing refuellingpods. At the end of 2015, the A330 MRTT programme has atotal of 49 aircraft ﬁrm orders by seven nations, of which 26
already delivered and in service in four nations.

In addition to supplying armed forces and security forces
directly, Electronics often acts as a subcontractor for system
integrator companies of land, sea, air or space vehicles, including
but not limited to Airbus Defence and Space. Affordability,
innovativeness and top quality are key competitive factors,
towards external customers as well as within the Group.
In the defence business cluster, customers are military andsecurity forces worldwide in a market headed by big US players.
It is the world leader in missile warning systems and the German
sensor house with a major position in the radar, optronics andelectronic warfare markets.
Concerning the space business cluster, customers are satellite
prime contractors worldwide in a highly fragmented market
with over 50 different companies operating in it. Electronics’
customers are primarily system integrators, but direct sales to
end-customers are not uncommon.
The sale of the Border Security business is currently not being
pursued. A separate organisational unit will focus on delivering
the border security projects with regard to technical solutions
and building up a sustainable relationship with our customers.
For the defence electronics business Airbus Group SE reached
an agreement with KKR, a leading global investment ﬁrm, tosell this business with an expected closing of the transactionin the ﬁrst quarter of 2017.

Products and Services
Military Aircraft
A400M — Heavy military transport. The A400M is the mostcapable all-new airlifter ever conceived and unique in its kind.
It is designed to meet the needs of the world’s Armed Forces
and other potential operators for military, humanitarian andpeacekeeping missions in the 21st century. The A400M does
the job of three different types of military transport and tanker
aircraft conceived for different types of missions: Tactical (short
to medium range airlifter capability with short, soft and austereﬁeld operating performance), strategic (longer range missions
for outsized loads), as well as tanker.

Eurofighter Combat Aircraft. The Eurofighter multi-rolecombat aircraft (referred to as Typhoon for export outside ofEurope) has been designed to enhance ﬂeet efﬁciency througha single ﬂying weapon system capable of fulﬁlling both air-to-air
and air-to-ground missions.
The Eurofighter GmbH shareholders are Airbus Defence
and Space (46% share), BAE Systems (33% share) and
Finmeccanica (21% share). With regard to series production,
the respective production work shares of the participating
partners within the Euroﬁghter consortium stand at 43% for
Airbus Defence and Space, 37.5% for BAE Systems and 19.5%
for Finmeccanica. Airbus Defence and Space develops andmanufactures the centre fuselage, flight control systems,
identiﬁcation and communication sub-systems, and the rightwing and leading edge slats for all aircraft, and is in charge ofﬁnal assembly of aircraft ordered by the German and Spanish
air forces.
At the end of 2015, a total of 571 Euroﬁghter aircraft had beenordered by seven customers (UK, Germany, Italy, Spain, Austria,
Saudi Arabia and Oman), with a total of 468 aircraft delivered.
Production of aircraft within the core programme is scheduled
to last at least until 2018, while further export opportunities are
believed to exist worldwide.
CN235, C295 — Light and Medium military transport.
The Light and Medium military aircraft are the work horses of
military transport, conducting logistical and tactical missions
for the transport and delivery of personnel and cargo as well as
medical evacuations. The aircraft are deployed in demanding
environments (meteorological conditions, operational
complexity…) such as the search for the AirAsia ﬂight QZ8501,
Operation Atalanta (European counter-piracy mission off the Hornof Africa) and peacekeeping on the Sinai Peninsula. Payloads

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range from 6 t for the CN235 to 9 t for the C295. The aircraft are
offered in the most varied versions and conﬁgurations beyond
the traditional airlifter version, for example maritime patrol andanti-submarine warfare, airborne early warning and control,
ﬁreﬁghting, etc. In more than 30 years in service, this familyof aircraft has proven to be robust, reliable, high-performing,
efﬁcient, ﬂexible, easy to operate in any environment, and all
this at very low operating costs.
More than 440 orders have been recorded for both types
together at the end of 2015.
Unmanned Aerial Systems. In the ﬁeld of unmanned aerial
systems (UAS), Airbus Defence and Space is active at bothproduct- and service- level. Airbus Defence and Space is theleading UAS Service provider for the German air forces meeting
their medium-altitude long-endurance (MALE) Intelligence,
Surveillance and Reconnaissance needs in the operational
theatre. The Harfang system, delivered to the French Air Forceand operational worldwide since 2009, is the only MALE productin Europe certiﬁed to ﬂy over populated areas, thanks to Airbus
UAS mission & communication system. These interim solutions,based on non-proprietary MALE systems, will be replaced
by a new generation European MALE system where Airbus
Defence and Space will be working on the Deﬁnition Study with
its European partners. Airbus Defence and Space also provides
mini-UAS to the French- and selected export customers andthe KZO UAS to the German Armed Forces. It is developing
the EuroHawk system for high-altitude long-endurance (HALE)
Signal Intelligence missions based on an US platform for theGerman Air Force as well as the solar powered Zephyr for the
UK MoD.
Customer Services. For all the aforementioned products,
Airbus Defence and Space offers and provides various services
throughout the lifetime of the aircraft including integrated logistics
support, in-service support, maintenance, upgrades, training or
ﬂight hour service. For example, the A330 MRTT contract with
the UK Ministry of Defence through the AirTanker consortium
includes alongside 14 aircraft the provision for all necessary
infrastructure, training, maintenance, ﬂight management, ﬂeet
management and ground services to enable the Royal Air Forceto ﬂy air-to-air refuelling and transport missions worldwide.
Customer services go beyond the ﬂeet of aircraft currently in
production at Airbus Defence and Space, conducting upgrade
programmes for aircraft such as the Tornado and C-160 Transall.
The support centres for military aircraft are strategically locatedthroughout the world, for example in Seville or Manching inEurope, in Mobile, Alabama (US) or in subsidiaries in Saudi
Arabia or Oman.

Space Systems
Manned Space Flight. Airbus Defence and Space has been
the prime contractor for the European part of the International
Space Station ISS. This includes the development andintegration of Columbus, the pressurised laboratory moduleon the International Space Station (ISS) with an independent
life-support system successfully in orbit since 2007. It provides
a full-scale research environment under microgravity conditions(material science, medicine, human physiology, biology, Earthobservation, ﬂuid physics and astronomy) and serves as a test­
bed for new technologies.
In 2015, ESA awarded Airbus Defence and Space a contract tohandle the engineering support of the European componentsof the ISS, which represents a key part of the ISS operational
activities. Airbus Defence and Space was also the prime
contractor for the development and construction of theAutomated Transfer Vehicle (ATV) cargo carrier, designed tocarry fuel and supplies to the ISS and to provide re-boost
capability and a waste disposal solution. The ﬁfth and last
ATV was launched in July 2014. The expertise gained on the
ATV served to become the prime contractor for the European
service module of NASA’s next generation manned capsule
MPCV Orion.
Launch services. Airbus Defence and Space is active in theﬁeld of launch services through its shareholding in Airbus Safran
Launchers.
In January 2015, Airbus Group and Safran created a 50/50 joint
venture named Airbus Safran Launchers, a company responsible
for the coordination and programme management of civil
activities of the launcher business and relevant participations
that have been transferred. Airbus Safran Launchers currently
owns a total 39% stake in Arianespace (which will increase to74% after the acquisition of the 35% stake currently held by
the French space agency CNES), 41% of Starsem (46% after
step-up in Arianespace shareholding) and 51% of Eurockot,
providing a complete range of launch services with the Ariane,
Soyuz, Vega and Rockot launchers.
Commercial launchers. Airbus Defence and Space
manufactures launchers and per forms research anddevelopment for the Ariane programmes. Member States,
through ESA, fund the development cost for Ariane launchers
and associated technology. Airbus Defence and Space has
been the sole prime contractor for the Ariane 5 system since2004. In December 2014, the Ariane 6 programme was decided
by ESA ministerial conference with an approval of the joint Airbus
Defence and Space and Safran concept. In addition a new
industrial set-up was announced with the creation of a joint
venture (Airbus Safran Launchers) between the two main Ariane
manufacturers. This vertical integration secures the future by
cutting costs and being more competitive. Ariane 6 is targeted
to be launched in 2020.
Telecommunication satellites. Airbus Defence and Space
produces telecommunication satellites used for both civil
and military applications, such as television and radio
broadcasting, ﬁxed and mobile communication services andInternet broadband access. Current Airbus Defence and Space
geostationary telecommunication satellites are based on the

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1.1 Presentation of the GroupEurostar family of platform, the latest version of which is theEurostar E3000, including an all-electric variant. In 2015,
Airbus Defence and Space also started the development of
the Quantum telecommunication satellite, which will be the ﬁrst
satellite that can be fully reconﬁgured in orbit through its ﬂexible
antennae and repeater. Through its contract with OneWeb in2015 to design and produce 900 small telecommunication
satellites for a constellation in Low Earth Orbit, Airbus Defence
and Space is spearheading the industrial and commercial
development of very large satellite constellations.
Observation and scientiﬁc / exploration satellites. Airbus
Defence and Space supplies Earth observation satellite systems
including ground infrastructures for both civil and military
applications. Customers can derive signiﬁcant beneﬁts fromthe common elements of Airbus Defence and Space’s civil
and military observation solutions, which allow the collectionof information for various applications, such as cartography,
weather forecasting, climate monitoring, agricultural and forestry
management, mineral, energy and water resource management,
as well as military reconnaissance and surveillance.
Airbus Defence and Space also produces scientiﬁc satellites andspace infrastructure, which are tailor-made products adapted
to the speciﬁc requirements of the mostly high-end mission
assigned to them. Applications include astronomical observationof radiation sources within the Universe, planetary explorationand Earth sciences. Airbus Defence and Space designs andmanufactures a wide range of highly versatile platforms, opticaland radar instruments and equipment. For example, Airbus
Defence and Space was highly involved in ESA’s “Rosetta”
mission, which descended a lander on a comet – a ﬁrst in space
ﬂight. Airbus Defence and Space was prime contractor for theorbiter. Additionally, Airbus Defence and Space contributed tothe scientiﬁc community with the launches of the Sentinel-1B
radar, Sentinel-2A and LISA pathﬁnder in 2015. It also signed
a major contract to develop and build the JUICE spacecraft,
ESA’s next life-tracker inside the Solar System. JUICE will study
Jupiter and its icy moons.
Navigation satellites. Airbus Defence and Space plays a majorindustrial role in the “Galileo” European navigation satellite
system, which delivers signals enabling users to determine
their geographic position with high accuracy and is expected to
become increasingly signiﬁcant in many sectors of commercial
activity. Airbus Defence and Space was responsible for the
Galileo in-orbit validation phase (IOV) to test the new satellite
navigation system under real mission conditions. The IOVphase covered the construction of the ﬁrst four satellites of theconstellation and part of the ground infrastructure for Galileo.
After the successful launch of the ﬁrst four Airbus Defence
and Space Galileo IOV satellites in 2011 and 2012, this early
constellation was successfully tested in orbit and handed overto the customer in 2013. Airbus Defence and Space is playing
an active role in the Galileo full operation capability phase(FOC) with a nearly 50% work share, including the FOC groundcontrol segment and providing the payloads for the ﬁrst 22 FOC
satellites through its subsidiary SSTL.
Satellite products. Airbus Defence and Space offers anextensive portfolio of embedded subsystems and equipment
for all types of space applications: telecommunications, Earthobservation, navigation, scientiﬁc missions, manned spaceﬂight
and launchers.
Ballistic missiles. Following its contracts with the French
State for the submarine-launched ballistic missiles family of
M1, M2, M20, M4 and M45, Airbus Defence and Space is now
under contract to develop and produce the M51 with increased
technical and operational capabilities. In 2010, the French
Defence Procurement Agency and Airbus Defence and Space
signed a contract covering the development and production of
the second version of the M51 strategic missile (M51.2), which
secures Airbus Defence and Space’s capabilities in this ﬁeld. In
addition, Airbus Defence and Space manages the operational
maintenance of the M51 missile system on behalf of the French
armed forces. At the end of 2011, Airbus Defence and Space
received a ﬁrst design study contract in order to prepare theintended M51.3 new upper stage development.

Communications, Intelligence & Security
Integrated Systems. Airbus Defence and Space is a provider offull systems architecture and integration for military and security
land-, sea-, air- and space-based systems. Airbus Defence
and Space designs, integrates and implements secure ﬁxed,
tactical, theatre and mobile information infrastructure solutions,
including all of the services needed to support integrated
mission systems and solutions. Airbus Defence and Space isalso a designer and supplier of C4I systems (Command, Control,
Communications, Computers and Intelligence). Airbus Defence
and Space offers a full range of mission avionics systems.
Airbus Defence and Space’s lead systems integration offering
includes the ability to design, develop and integrate the widest
possible range of individual platforms and subsystems into asingle effective network. Large systems integration has become
increasingly important for customers engaged in border control
and coastal surveillance, as well as for non-military customers
in areas such as homeland security.
Border security systems include sensor networks ranging
from IR and video cameras through radars to airborne andspace surveillance systems, all connected to command andcontrol centres. Apart from Intelligence, Surveillance andReconnaissance (ISR) systems for gathering, aggregationand evaluation of incident data, highly reliable and encrypted
digital data and voice networks are provided. Sophisticateddecision-making tools support security forces to prioritise
incidents, allocate required resources and control events inreal-time. Services for long-term sustainable operation and lifecost optimisation such as simulation and training, maintenance,
support to operation, local partnerships are also proposed.

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Geo-Intelligence. Airbus Defence and Space is a providerof both optical and radar-based geo-information services tocustomers including international corporations, governments
and authorities around the world.
With the very-high-resolution twin satellites Pleiades 1A and 1B,
SPOT 6 and SPOT 7, Airbus Defence and Space’s optical satellite
constellation offers customers a high level of detail across wide
areas, a highly reactive image programming service and uniquesurveillance and monitoring capabilities. Spot 6 and 7 provide
a wide picture over an area with its 60-km swath, Pleiades 1A
and 1B offer, for the same zone, products with a narrower ﬁeldof view but with an increased level of detail (50 cm).
The successful launch of TerraSAR-X in 2007 – a radar-based
Earth observation satellite that provides high-quality topographic
information – enabled Airbus Defence and Space to signiﬁcantly
expand its capabilities by proposing new kinds of images basedon radar. TanDEM-X, its almost identical twin, was successfullylaunched in 2010 and achieved in 2014 WorldDEM, the ﬁrst highprecision 3-D elevation model of the entire surface of the Earth.
Satellite Communications. Airbus Defence and Space
offers commercial, government and military satellite-based
communications.
Airbus Defence and Space provides armed forces andgovernments in the UK, Germany, France and Abu Dhabi
with secure satellite communications. For example in the UK,
Airbus Defence and Space delivers in the frame of the “Skynet 5
programme” tailored end-to-end in-theatre and back-to-basecommunication solutions for voice, data and video services,
ranging from a single voice channel to a complete turnkey
system incorporating terminals and network management.
This contract, pursuant to which Airbus Defence and Spaceowns and operates the UK military satellite communication
infrastructure, allows the UK MoD to place orders and to pay
for services as required. The service is fully operational since2009 and extends to 2022.
In Abu Dhabi, Airbus Defence and Space together with Thales
Alenia Space built a secure satellite communication system.
Airbus Defence and Space Services is managing the programmeand supplies the space segment except for the payload, as well
as 50% of the ground segment.
In the commercial realm, subject to carve out, Airbus Defence
and Space’s more than 200,000 end-users beneﬁt from accessto satellite telecommunications services wherever they are in theworld. These include all maritime sectors (merchant shipping
vessels, ﬁshing, yachting, etc.), oil, gas and mining companies,
emergency response organisations, global media companies,
telecommunication and internet service providers, and civil
aviation. Airbus Defence and Space works with the broadest
range of network providers in the industry, including Inmarsat,
Iridium, Thuraya, Eutelsat, Intelsat, SES, Arabsat, Loral Skynet
and Satmex.

Secure Land Communications. Airbus Defence and Space isa provider of digital Professional Mobile Radio (PMR) and secure
networks with more than 280 networks delivered in 74 countries.
Its solutions for PMR enable professional organisations invarious areas — such as public safety, civil defence, transport
and industry — to communicate effectively, reliably and securely.
Airbus Defence and Space offers its customers specialised
PMR solutions based on TetraPOL, Tetra and P25 technologies.
Airbus Defence and Space’s PMR solutions were in use during
events like the Beijing Olympic Games, the Brazil FIFA World
Cup and the Tour de France.
Cyber Security. Airbus Defence and Space has established acyber-security subsidiary to meet the growing cyber security
needs of users of critical IT infrastructure, including governments
and global companies. Airbus Defence and Space provides
expertise and solutions to help such organisations to protect
themselves against, detect, analyse, prevent and respond to
cyber threats. Airbus Defence and Space has a long track recordin providing the most sensitive secure IT and data handling andtraining solutions to defence and security customers throughout
France, Germany, the UK and other NATO countries.

Electronics
Airbus Defence and Space’s business line Electronics is focusing
on surveillance and reconnaissance, air trafﬁc control, signal
intelligence, mission electronics and protection. It is a partnerin the development of airborne multi-mode radars and provides
integrated logistics support, maintenance and upgrades. It
is also involved in the development and application of nextgeneration active electronically scanned (AESA) radars for air,naval and ground applications. In the area of air defence, Airbus
Defence and Space produces mid-range radars for ship (TRS­
3D/-4D) and land (TRML-3D) applications. Synthetic apertureradars (SAR) for reconnaissance and surveillance operations
and airport surveillance radars (ASR-S) are also part of theportfolio, along with the Spexer security radar family. A range
of optronics solutions completes Airbus Defence and Space’s
offering in this ﬁeld.
In the ﬁeld of electronic warfare, Airbus Defence and Space
supplies electronic protection systems for military vehicles,
aircraft and civil installations, such as laser warning, missile
warning and electronic countermeasure units. Furthermore, theportfolio also comprises avionics equipment, such as avionics
computers, digital map units, ﬂight data recording units andsituational awareness systems for helicopters. Transversally,
multi-sensor integration and data fusion technology isparticularly useful creating added value by combining radars
with optronic sensors and thermal imagers from Airbus Defence
and Space’s extensive Optronics portfolio. Therein, cameras,
telescopes, thermal imaging devices and periscopes constituteindispensable elements of situational awareness for naval,
airborne and ground-based platforms.

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Among the most prominent platforms equipped by theElectronics Business Line’s products are Euroﬁghter (radar, selfprotection, avionics), the Ariane space launchers, the A400M
transport aircraft (self-protection, avionics) as well as helicoptersof various types.
In the area of Space technology the Electronics BusinessLine offers components and sub-systems deployed in space
platforms such as on-board computers, GNSS Receivers,
Launcher Electronics and Power Electronics. Actuators andparticularly reliable solar arrays rank extraordinarily high on
the company’s technology skills. Space payload electronics
comprise highly sophisticated components of communicationand earth observation satellites.

Production
Airbus Defence and Space is headquartered in Munich. The
main engineering and production facilities of the Division
are located in France (Paris-region and South-West France),
Germany (Bavaria, Baden-Württemberg and Bremen), Spain(Madrid-region and Andalusia) and the UK (Southern Englandand Wales). In addition, Airbus Defence and Space operates
a global network of engineering centres and ofﬁces in morethan 80 countries.

1.1.5

MBDA
The Company’s missile business in addition to French nuclear
deterrence derives from its 37.5% stake in MBDA (a joint venture
between the Company, BAE Systems and Finmeccanica).
MBDA offers missile systems capabilities that cover the whole
range of solutions for air dominance, ground-based air defence,maritime superiority and battleﬁeld engagement. Beyond its
role in European markets, MBDA has an established presence
in export markets like Asia, the Gulf region and Latin America.
The broad product portfolio covers all six principal missile
system categories: air-to-air, air-to-surface, surface-to-air, antiship, anti-submarine and surface-to-surface. MBDA’s productrange also includes a portfolio of airborne countermeasures
such as missile warning and decoy systems, airborne combat
training and counter-IED and counter-mine solutions. The mostsigniﬁcant programmes currently under development are theground based air defense system TLVS/MEADS for Germany,
the Aster Block 1 NT extended air defence missile family ofsystems for France and Italy, the Sea Venom/ANL anti-ship
missile for the UK and French navies’ helicopters, the portablemedium range battleﬁeld “Missile Moyenne Portée (MMP)”
and the “Common Anti-Air Modular Missile (CAMM)”, which
is an anti-air missile family with land, naval and air launchedapplications.

Other: Airbus Group, Inc.

Airbus Group, Inc. is the American operating companyof Airbus Group. Headquartered in Herndon, Virginia,
Airbus Group, Inc. (together with its Airbus Group parent)
contributes more than US$ 14 billion to the US economy annually,
supporting over 225,000 American jobs. Its US Business Units,
operating companies and divisions are found in 29 locations
across 15 states, offering a broad array of advanced solutions
to customers in the commercial, homeland security, aerospaceand defense markets.
Since its creation in 2003, Airbus Group, Inc. (formerly EADS
North America) has been selected in key competitions formilitary aircraft and systems. Airbus Group, Inc.’s presence inthe US defence and homeland security sectors is growing as
well. The company has supplied more than 90 HH-65 rotorcraft
to the Coast Guard for its vital homeland security missions.
Airbus Group, Inc. is prime contractor for the supply of up to
36 HC-144A Ocean Sentry aircraft for Coast Guard maritime
patrol and support missions.
The company is also a major contractor to the US Army, having
been chosen to supply the service’s UH-72A Lakota helicopter.

As of May 2014, 300 aircraft had been delivered to the US
Defense Department for operation by Army and Army National
Guard units, as well as the Navy.
In commercial aviation, Airbus Group, Inc. has a signiﬁcant
US presence including two engineering centers in Mobile andWitchita, and Airbus Helicopters is one of the US leaders in civil
helicopters. More than 3,090 Airbus aircraft have been orderedby North American customers, with over 2,150 delivered; whilesome 1,300 Airbus Helicopters rotary-wing aircraft are usedby operators that include the US Coast Guard, US Customs
and Border Protection, Los Angeles County Sheriff’s Ofﬁceand the FBI. In addition, Airbus commenced aircraft assemblyin July 2015 at its Final Assembly Line in Mobile, Alabama,with ﬁrst deliveries scheduled to begin in 2016. The Airbus US
Manufacturing Facility is expected to produce between 40 and
50 aircraft per year by 2018 – building the A319, A320 and A321
versions from Airbus’ best-selling single-aisle family of jetliners.
The vast majority of A320 Family jetliners produce in Mobile,
Alabama will be delivered to North American customers.

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1.1.6

Investments

Dassault Aviation
As of 31 December 2015, Airbus Group held 23.60% of Dassault
Aviation’s share capital (and 24.71% of associated voting rights),
with Groupe Industriel Marcel Dassault holding a 56.11% stake,
Dassault Aviation holding a 4.49% stake, and a free ﬂoat of
15.8%. In 2015, the Company sold 1.73 million shares or 18.75%
in Dassault Aviation through a book-built offering to institutional
investors for a total of approximately € 1.76 billion and bringing
Airbus Group’s holding in Dassault Aviation from 42.11% as of
31 December 2014 to around 23.36% then. Dassault Aviation
itself held a 24.90% stake in Thales as of 31 December 2015,
which makes it the second largest shareholder of Thales behind
the French state.
Dassault Aviation is active in the market for military jet aircraft
and business jets. Founded in 1936, Dassault Aviation hasdelivered more than 8,000 military and civil aircraft to purchasers
in more than 80 countries. On the basis of its experience as
designer and industrial architect of complex systems, Dassault
Aviation designs, develops and produces a wide range ofmilitary aircraft and business jets. In order to avoid any potential
conﬂict between the military products of Dassault Aviation and
the Group (Rafale and Euroﬁghter) and to facilitate a “Chinese
wall” approach, the Company’s Dassault Aviation shareholding
is managed by Airbus Group Corporate, whereas the Euroﬁghter
programme is managed by Airbus Defence and Space.
In 2015, Dassault Aviation recorded orders totalling € 9.88 billion(compared to € 4.64 billion in 2014), including 45 net orders
for Falcon business jets (compared to 90 net orders in 2014).
Consolidated revenues amounted to € 4,176 billion in 2015
(compared to € 3.68 billion in 2014), with adjusted net incomeof € 482 million (compared to € 398 million in 2014). Dassault
has approximately 12,000 employees, of which more than 75%
are based in France.

Military Jet Aircraft
Dassault Aviation offers wide expertise in the design andmanufacturing of the latest generation military jet aircraft.
Rafale. The Rafale is a twin-engine, omni-role combat aircraft
developed for both airforce and navy applications. To date,
286 Rafale aircraft have been ordered by the French MoD.

In 2012, Rafale was selected by the Indian MoD to enter into
exclusive negotiations for the sale of 126 aircraft. Negotiations
are still in progress. From 2013 and onwards, the new Rafale“Omnirole” will be delivered, with improvements such as theRBE2-AESA radar, missile launch detector and optronics.
Mirage 2000. The Mirage 2000 family reached the endof its production phase in 2006. Approximately 470 Mirage
2000 aircraft are in service with nine air forces worldwide.
nEUROn. Dassault Aviation is the prime contractor for thedevelopment of the unmanned combat air vehicle demonstrator,nEUROn. The programme was open to European cooperationand five countries have decided to participate and sharethe skills of their aerospace industries: EADS CASA (Spain),
SAAB (Sweden), HAI (Greece), RUAG (Switzerland) and Alenia
Aermacchi (Italy). The nEUROn demonstrator made its ﬁrst ﬂight
in 2012 and has been performing several test ﬂights in France
since then.
FCAS (Future Combat Air System). In 2014, Dassault Aviation,
BAE Systems and their industrial partners have been awardeda € 150m contract by the French and UK governments for a
two year co-operative FACS feasibility phase study. The joint
study is to be supplemented with additional French and UK
national funding to the combined value of € 100m in the same
period. Following the completion of the study at the end of
2016, work could then commence on a UCAS demonstration
development programme that addresses both nations’ future
military requirements.

Business Jets
Dassault Aviation offers a wide range of products at the top endof the business jet sector. The family of Falcon business jets
currently includes the Falcon 7X, the 900 LX and the 2000 LX& S. In-service Falcons currently operate in over 65 countries
worldwide, ﬁlling corporate, VIP and government transportation
roles. At the end of December 2014, Dassault revealed theFalcon 8X which made its maiden ﬂight on February 6, 2015.
Since the rollout of the ﬁrst Falcon 20 in 1963, over 2,250 Falcon
jets have been delivered.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 48 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

1.1.7

Insurance

1.

The Company’s Corporate Insurance Risk Management (“IRM”)
is part of Airbus Group’s Global Financial Service Unit. IRM
is an integrated corporate ﬁnance function established toproactively and efﬁciently respond to risks that can be treatedby insurance techniques. IRM is responsible for all corporate
insurance activities and related protection for the Group and isempowered to deal directly with the insurance and re-insurance
markets. A continuous task of IRM in 2015 was to further
improve efﬁcient and appropriate corporate and project-related
insurance solutions.
IRM’s mission includes the deﬁnition and implementation of
the Company’s strategy for insurance risk management to help
ensure that harmonised insurance policies and standards are inplace for all insurable risks worldwide for the Group. A systematic
review, monitoring and reporting procedure applicable to all
Divisions is in place to assess the exposure and protection
systems applicable to all the Group’s sites, aiming at the:continuous and consistent identification, evaluation andassessment of insurable risks;Qinitiation and monitoring of appropriate mitigation and risk
avoidance measures for identiﬁed and evaluated insurable
risks; andQ
efﬁcient, professional management and transfer of theseinsurable risks to protect the Group adequately against theﬁnancial consequences of unexpected events.
QThe Company’s insurance programmes cover high risk
exposures related to the Group’s assets and liabilities, as wellas risk exposures related to employees.
Asset and liability insurance policies underwritten by IRM for
the Group cover risks such as:property damage and business interruption;
aerospace third party liabilities including product liabilities;Q
manufacturer’s aviation hull insurance;Q
commercial general liabilities including non-aviation and nonspace product liabilities and risks related to environmental
accidents; andQ
Director and ofﬁcers liability.
QQ

Claims related to property damage and business interruption
are covered up to a limit of € 2.5 billion per occurrence. Aviation
liability coverage is provided up to a limit of US$ 2.5 billion per

occurrence, with an annual aggregate cap of US$ 2.5 billion for
product liability claims. Certain sub-limits are applicable for the
insurance policies outlined above.
Group employee-related insurance policies cover risks such as:
personal accidents;
medical and assistance support during business trips andassignments;
Q
company automobiles; andQpersonal and property exposure during business trips.
Q
Q

Amounts insured for such Group employee-related policies
adequately cover the respective exposure.
The Company follows a policy of seeking to transfer the insurable
risk of the Company to external insurance markets at reasonablerates, on customised and sufﬁcient terms and limits as provided
by the international insurance markets. All insurance policies
are required to satisfy the Company’s mandatory standards of
insurance protection.
However, to be more independent from the volatilities of theinsurance markets, the Company uses the capabilities of acorporate-owned re-insurance captive as a strategic tool withrespect to the property damage and business interruption
programme and the aerospace insurance programme. The
captive is capitalised and protected according to European
legal requirements so as to ensure its ability to reimburse claims
without limiting the scope of coverage of the original insurance
policies and without additionally exposing the ﬁnancial assetsof the Company.
The insurance industry remains unpredictable in terms of its
commitment to provide protection for large industrial entities.
There may be future demands to increase insurance premiums,
raise deductible amounts and limit the scope of coverage.
In addition, the number of insurers that have the capabilities
and ﬁnancial strength to underwrite large industrial risks iscurrently limited, and may shrink further in light of new solvency
requirements. No assurance can be given that the Company
will be able to maintain its current levels of coverage nor thatthe coverages in place are sufﬁcient to cover the maximum
exposure of the Group.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 49 l

Information on Group Activities
1.1 Presentation of the Group

1.1.8

Legal and Arbitration Proceedings

Airbus Group is involved from time to time in various legal
and arbitration proceedings in the ordinary course of its
business, the most signiﬁcant of which are described below.
Other than as described below, Airbus Group is not aware ofany signiﬁcant governmental, legal or arbitration proceedings(including any such proceedings which are pending or
threatened), during a period covering at least the previous
twelve months which may have, or have had in the recent pastsigniﬁcant effects on the Company’s or the Group’s ﬁnancial
position or proﬁtability.
Regarding Airbus Group’s provisions policy, Airbus Group
recognises provisions for litigation and claims when (i) it
has a present obligation from legal actions, governmental
investigations, proceedings and other claims resulting frompast events that are pending or may be instituted or asserted
in the future against the Group, (ii) it is probable that an outﬂow
of resources embodying economic beneﬁts will be required tosettle such obligation and (iii) a reliable estimate of the amount ofsuch obligation can be made. Although Airbus Group believes
that adequate provisions have been made to cover current orcontemplated general and speciﬁc litigation and regulatory
risks, no assurance can be provided that such provisions will
be sufﬁcient. For the amount of provisions for litigation andclaims, please refer to the “— Notes to the IFRS Consolidated
Financial Statements — Note 22: Provisions, contingent assets
and contingent liabilities”.

WTO
Although Airbus Group is not a party, Airbus Group is
supporting the European Commission in litigation before the
WTO. Following its unilateral withdrawal from the 1992 EU-US
Agreement on Trade in Large Civil Aircraft, the US lodged
a request on 6 October 2004 to initiate proceedings before
the WTO. On the same day, the EU launched a parallel WTO
case against the US in relation to its subsidies to Boeing.
On 19 December 2014, the European Union requested
WTO consultations on the extension until the end of 2040
of subsidies originally granted by the State of Washington to
Boeing and other US aerospace ﬁrms until 2024.
On 1 June 2011, the WTO adopted the Appellate Body’s ﬁnal
report in the case brought by the US assessing funding toAirbus from European governments. On 1 December 2011,
the EU informed the WTO that it had taken appropriate
steps to bring its measures fully into conformity with its WTO
obligations, and to comply with the WTO’s recommendations
and rulings. Because the US did not agree, the matter is now
under WTO panel review pursuant to WTO rules.

On 23 March 2012, the WTO adopted the Appellate Body’s
ﬁnal report in the case brought by the EU assessing funding to
Boeing from the US. The EU has cited the failure by the US to
implement the ﬁndings prior to the due date of 23 September
2012 in commencing a new proceeding on the adequacy of
US compliance.
Exact timing of further steps in the WTO litigation process issubject to further rulings and to negotiations between the US
and the EU. Unless a settlement, which is currently not underdiscussion, is reached between the parties, the litigation is
expected to continue for several years.

GPT
Prompted by a whistleblower’s allegations, Airbus Group
conducted internal audits and retained PricewaterhouseCoopers(“PwC”) to conduct an independent review relating to GPTSpecial Project Management Ltd. (“GPT”), a subsidiary that
Airbus Group acquired in 2007. The allegations called into
question a service contract entered into by GPT prior to its
acquisition by Airbus Group, relating to activities conductedby GPT in Saudi Arabia. PwC’s report was provided by
Airbus Group to the UK Serious Fraud Ofﬁce (the “SFO”) in
March 2012. In the period under review and based on thework it undertook, nothing came to PwC’s attention to suggestthat improper payments were made by GPT. In August 2012,
the SFO announced that it had opened a formal criminal
investigation into the matter. Airbus Group is cooperating fully
with the authorities.

Euroﬁghter Austria
In March 2012, the German public prosecutor, following arequest for assistance by the Austrian public prosecutor,
launched a criminal investigation into alleged bribery, tax evasion
and breach of trust by current and former employees of EADS
Deutschland GmbH (renamed on 1 July 2014 Airbus Defence
and Space GmbH) and Euroﬁghter Jagdﬂugzeug GmbH as well
as by third parties relating to the sale of Euroﬁghter aircraft toAustria in 2003. After having been informed of the investigationin 2012, Airbus Group retained the law ﬁrm Clifford Chance toconduct a fact ﬁnding independent review. Upon concluding
its review, Clifford Chance presented its fact ﬁnding report toAirbus Group in December 2013. Airbus Group provided thereport to the public prosecutors in Germany. Airbus Group iscooperating fully with the authorities.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 50 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

Other investigations

Commercial disputes

Following the announcement of investigations by the Romanianauthorities relating to the border surveillance project in Romania
in mid-October 2014, Airbus Group confirms that Airbus
Defence and Space GmbH has been informed that the German
prosecution ofﬁce is also investigating potential irregularities inrelation to this project, a project in Saudi Arabia and a projectof Tesat-Spacecom GmbH & Co. KG. The public prosecutor
in Germany has launched administrative proceedings in
the context of those investigations against Airbus Defence
and Space GmbH and Tesat-Spacecom GmbH & Co. KG.
Airbus Group is cooperating fully with the authorities.

In May 2013, the Group has been notiﬁed of a commercial
dispute following the decision taken by the Group to cease apartnership for sales support activities in some local markets
abroad. The Group believes it has solid grounds to legallyobject to the alleged breach of a commercial agreement.
However, the consequences of this dispute and the outcomeof the proceedings cannot be fully assessed at this stage. The
arbitration is not expected to be completed before the end of
2016.

Public prosecutors in Greece and Germany launchedinvestigations into a current employee and former managing
d irectors and employees of Atlas Elektronik GmbH, a jointcompany of ThyssenKrupp and Airbus Group, on suspicion ofbribing foreign officials and tax evasion. The public prosecutor
in Germany has launched an administrative proceeding
for alleged organisational and supervisory shortfalls. The
authorities in Greece have launched civil claims against
Atlas Elektronik GmbH. In 2015 the public prosecutor´soffice in Bremen launched another investigation into current
and former employees and managing d irectors of Atlas
Elektronik GmbH on suspicion of bribery and tax evasionin connection with projects in Turkey. With the support ofits shareholders, the company is cooperating fully with theauthorities and in consultation with the public prosecutor is
assisting the further clarification of the matter through its
own internal investigation.

1.1.9

In the course of another commercial dispute, the Group
received a statement of claim alleging liability for refunding partof the purchase price of a large contract which the customer
claims it was not obliged to pay. The Group believes that thisclaim, which goes back many years, should be dismissed inprinciple. The dispute is currently the subject of arbitration.
In light of regulatory investigations and commercial disputes,
including those discussed above, the Group has determined
to enhance certain of its policies, procedures and practices,
including ethics and compliance. The Group is accordingly inthe process of revising and implementing improved procedures,
including those with respect to its engagement of consultants
and other third parties, in particular in respect of sales support
activities, and is conducting enhanced due diligence as a pre­condition for future or continued engagement and corresponding
payment. The Group believes that these enhancements to its
controls and practices best position it for the future, particularly
in light of advancements in regulatory standards. The Group
cannot exclude that these changes lead to additional commercial
disputes or other consequences in the future.

Research and Technology, Intellectual Property

Positioning Airbus Group for the future

Leading a Group-wide Strategy

Airbus Group’s technological expertise is essential for ensuring
the Company’s long-term market leadership and opening
business opportunities in new markets. The Group’s researchand technology efforts are focused on proﬁtability, value creation,market position and delivering competitive, integrated solutions
for its customers, along with exploring emerging concepts thatwill shape its future.

Corporate-level research and technology efforts are centeredaround nine key strategic technology roadmaps that provide theframework on which to build Airbus Group’s competitiveness andcapabilities. Elaborated by the Divisions under the leadership of
the CTO, these shared roadmaps were created for faster deliveryof new technologies by optimizing group-wide research andtechnology efforts.

The Airbus Group Corporate Technical Ofﬁce (CTO) is the focal
point for this activity, ensuring that business and technology
strategies are closely linked. The CTO addresses technology
trends that impact the Group’s business, and identiﬁes key
areas for research and technology. It is responsible for the
Airbus Group Innovations research and technology network andalso oversees information technology, cyber security, quality,
new business ventures and intellectual property activities acrossthe Group.

A key part of the technology roadmaps is the CTO’s global reach.
Its international presence facilitates relationships, partnerships
and collaborations that help Airbus Group develop new products,
services, business models, methods, tools and manufacturing
processes for maintaining the Company’s competitiveness andleadership into the future.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 51 l

1.

Information on Group Activities
1.1 Presentation of the GroupA Lean, Agile Network for Global Innovation
Airbus Group Innovations – the Company’s global research andtechnology network – is managed by the CTO and driven by theGroup’s overall strategy. It leverages a close relationship with
Airbus Group’s three Divisions to identify new technologies andbreakthrough concepts for eventual transfer to the Group’scommercial divisions. Airbus Group Innovations is undergoinga transformation to become more agile, innovative and alignedwith the needs of the Company’s Divisions. Its teams havebeen reorganised into ﬁve transnational Innovation Centres
focused around core Group competencies, along with a policy
and development function that includes all support activities.
This structure ensures that Airbus Group Innovations creates
long-term value for the Group.
Airbus Group Innovations employs over 1,000 people acrosssites in France, Germany, the UK, Spain, Singapore, India andRussia, along with its operations in China, Japan, South Korea,
Thailand, Malaysia, Canada and the US. This internationalpresence increases Airbus Group’s access to diverse talent,knowledge, disruptive technologies and new markets, which
improves the Company’s ﬂexibility, robustness and ability
to innovate. It also fosters the development of partnerships
with leading universities and high-tech engineering schools
through joint research projects, as well as employment ofthesis students, post-graduate interns and doctorates.

Major Milestones for Electric Aviation
Development of electric and hybrid-propulsion aircraft is one of
the Group’s key priorities for the future, and the CTO is leading
this “E-aircraft Roadmap” with the long-term goal of applying
electric and hybrid-propulsion technologies to helicopters andregional airliners. In 2015, the Airbus Group Innovations-led
E-Fan programme captured worldwide attention when the
E-Fan technology demonstrator became the ﬁrst all-electric
aircraft to cross the English Channel completely on its own
power from takeoff to landing. This was a signiﬁcant milestone
as Airbus Group progresses on its E-aircraft Roadmap, and will
help pave the way for development of the E-Fan 2.0 and E-Fan
4.0 serial production versions for pilot training and generalaviation. A number of advanced technologies and ideas aresupporting this drive for more electric aviation, including theAirbus Group Innovations-developed “Connected Cockpit”
concept, which was revealed during the year at major public
exhibitions and received signiﬁcant attention.

Delivering even Higher Quality Products
and Services
The CTO manages the Company-wide Quest quality
improvement initiative that supports the Company’s aim ofdelivering even better products and services for customers,
and reducing the cost of non-quality. Quest emphasises
increased focus on customer needs, improving feedback loops

in operations and ensuring robust practical problem solving isapplied. The initiative has been rolled out to all Divisions andcorporate functions, with a signiﬁcant training, up-skilling andquality-awareness programme in full implementation, on topof the normal quality training schedule.

Staying Ahead of Cyber Threats
The CTO’s Cyber Security Programme Directorate is responsible
for safeguarding the Company’s products, manufacturingsystems and IT infrastructure from cyber threats. This operation
combines all of the group-wide competences behind common
objectives and establishes priorities for protecting the Group
from the increasing threat of cyber attacks in the short- andlong-terms.

Intellectual Property and Open Innovation
Airbus Group’s policy is to establish, protect, maintain anddefend its Intellectual property rights in all commerciallysignificant countries and to use those rights in responsible
ways. The Group makes select patents and expertise available
through technology transfer and licensing agreements aspart of its Open Innovation processes. Open Innovation andtechnology transfer create a win-win situation for sharing
the risks of research and technology with external partners,
while creating new market opportunities for the Group.
Under the CTO’s responsibility, Airbus Group’s technology
transfer initiative generates revenues by licensing approved
technologies and offering engineering services, along withforming strategic technology partnerships – such as its
long-term agreement that provides automotive manufacturer
Maserati with access to a wide range of Airbus Groupexpertise and know-how.

Successful Ramp-ups and Growth for Spin-offs
The CTO fosters an entrepreneurial spirit with the Corporate
Innovation Nursery. This operation helps accelerate emerging
business applications that will bring added value to the Groupby focusing on new ideas that will affect its business in coming
years, industrialising advanced manufacturing and service
solutions, and managing spin-off companies. In 2015, theNursery’s strategy was evolved to further complement thedivisional and Silicon Valley innovation initiatives, and to help
bring products to market faster.
Airbus Group spin-off companies managed by the Nursery
include TESTIA – the Group’s non-destructive testing andtraining subsidiary – and APWORKS, which is a globally­recognised leader in 3D-printing that offers consulting andengineering services for state-of-the-art production processes.
Both of these companies continued their successful growthwith new products, services and lines of business launchedduring 2015.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 52 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the GroupKey Priorities for 2016
With guidance from the CTO, Airbus Group’s overall researchand technology efforts will play a signiﬁcant role in all of
the Company’s 2016 objectives. Leveraging close working
relationships between the Divisions and Airbus Group

Innovations, the CTO will continue to advance the Group’s
technological roadmaps, while taking advantage of its
worldwide resources to open new opportunities for the Group.

1.1.10 Corporate Social Responsibility
Airbus Group CSR Approach

Materiality

At Airbus Group, corporate social responsibility (CSR) refers
to how we are aligning the Company with the needs andexpectations of society. Airbus Group aims to balance its
strategy for growth with fulﬁlling duties to all stakeholders andaddressing material sustainability issues. Underlying this isa drive to deliver the best technology to serve mobility andsecurity.

The Airbus Group focuses on material issues that havesignificant operational and strategic impacts, potentiallyaffecting the Group’s risks and performance. Airbus Group is
taking into account stakeholders’ and analysts’ questions about
the materiality of CSR issues.

Stakeholders
Airbus Group’s businesses are characterised by longproduct lifecycles and corresponding returns on investments,
considerable costs and risks in programme development,
and cyclical civilian markets. The principal stakeholders areshareholders, customers, regulators, policymakers, employees,
suppliers, NGOs, as well as society at large.

Data and Performance
A signatory to the United Nations Global Compact since 2003,
Airbus Group is committed to the UN Global Compact principles
and has reached the “Advanced Level”(1).
Environmental, Social and Governance (ESG) reporting isembedded across the Group, measuring performance andprogress. Environmental and social data have been externallyaudited since 2010. Below is a selection(2) of externally reviewed
environmental indicators. For a selection of social performanceindicators, see “— 1.1.11 Employees”.

(1) Through the GC Advanced level, the Global Compact Ofﬁce recognises companies that strive to be top reporters and declare that they have adopted and reporton a broad range of best practices in sustainability governance and management.
(2) For details on Scope and Methodology, please refer to the Airbus Group website at http://www.airbusgroup.com (Investors & Shareholders > Publications > Annual
Reports and Registration Documents).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 53 l

1.

Information on Group Activities
1.1 Presentation of the Group

Environmental
performance

Energy

2015

2014

MWh

3,864,574

3,903,080

MWh

1,396,967

1,318,144

MWh
MWh
MWh
MWh
MWh

1,309,824
16,058133
7,237
63,7151,232,690
16,877322
10,303
57,952

Energy consumption from mobile sources of whichgasoline consumption
distillate fuel oil consumption (Gas oil, Diesel, FOD)
liquefied petroleum gas consumption
propane consumption
jet fuel aircraft / kerosene consumption
flight tests
Belugaaviation gasoline consumption

MWh934,032

1,057,312

MWh
MWh
MWh
MWh
MWh
MWh
MWh
MWh

2,860
26,473
6615
519,453
139,091
380,363
4,263

2,329
23,2811
1,046
675,342
323,375
351,967
3,346

Total electricity consumption

MWh1,533,576

1,527,624

MWh
MWh
MWh
MWh

1,435,615
97,494220
246

1,421,794
105,501
187
143

KPI

Unit

Total energy consumption (excluded electricity generated by CHP
on site for own use) 
Energy consumption from stationary sources of whichnatural gas consumption
distillate fuel oil consumption (Gas oil, Diesel, FOD)
liquefied petroleum gas consumption
propane consumption
biomass consumptionQQ

of whichpurchased electricity consumption purchased heat / steam
generated electricity from photovoltaic on-site for own use
generated electricity from other renewable source on-site for own use

MWh177,359

260,541

Total CO 2 emissions 

tonnes CO2

925,216

950,690

Total direct CO2 emissions (Scope 1) of which
CO2 emissions from stationary sources
CO2 emissions from mobile sources
CO2 emissions from fugitive sources
CO2 emissions from processes on site

tonnes CO2

527,573545,613

tonnes CO2
tonnes CO2
tonnes CO2
tonnes CO2

271,950
240,488
15,051
84

256,872
272,235
16,422
84

Total indirect CO2 emissions (Scope 2) Generated electricity from CHP on-site for own use Air emissions

tonnes CO2

397,855

405,077

Total VOC emissions

tonnes

1,437

1,500

Total SOx emissions

tonnes14

14

Total NOx emissions

tonnes

242

235

m3

5,467,958

5,365,669

%
%
%
%

52.3%
45.3%
2.3%
0.1%

54.3%
43.2%
2.4%
0.1%

m3

4,200,490

4,222,619

m3

1,196,339

1,179,762

tonnes104,327

111,063

non-hazardous waste 

tonnes78,57081,907

hazardous waste 
waste going to material recovery
waste going to energy recovery

tonnestonnestonnes25,75762,706
21,35629,15663,90921,236

%
%
unit
%

60.1%
20.5%
80
84%

57.5%
19.1%
79
83%

Total water consumption of which
Water

purchased water 
abstracted ground water
withdrawn surface water
rainwater collected used
Total water dischargeof which water discharged via an internal pre-treatment plant
Total waste production, excluding exceptional wasteof which

Waste

EMS certification

Material recovery rate Energy recovery rate
Number of sites with ISO 14001 / EMAS certification*
Percentage of workforce covered by ISO 14001 & environmental reporting Data audited by Ernst & Young.
* Number of sites covered by the environmental reporting which are certified ISO 14001.
Only 100% consolidated entities are taken into account.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 54 l

Registration Document 2015
Information on Group Activities
1.1 Presentation of the Group

1.1.11 Employees

1.

As of 31 December 2015, the Group workforce amounted to136,574 employees (compared to 138,622 employees in 2014),
96.1% of which consisted of full time employees. These statistics
take into account consolidation effects and perimeter changes
throughout 2014. Depending on country and hierarchy level, theaverage working time is between 35 and 40 hours per week.
In 2015, 5,266 employees worldwide were welcomed into theGroup (compared to 5,211 in 2014 and 8,823 in 2013). At thesame time, 4,870 employees left the Group including partial
retirements (compared to 4,478 in 2014 and 4,160 in 2013).
In terms of nationalities, 37.8% of the Group’s employees arefrom France, 33.9% from Germany, 9.2% from the UK and 8.9%
are from Spain. US nationals account for 1.8% of employees.

The remaining 8.5% are employees coming from a total of 130
other countries. In total, 92.4% of the Group’s active workforce
is located in Europe on more than 100 sites.

Workforce by Division and Geographic Area
The tables below provide a breakdown of Group employees by
Division and geographic area, as well as by age and gender,
including the percentage of part-time employees. Employeesof companies accounted for by the proportionate method(such as ATR, MBDA) in 2013 are included in the tables on thesame proportionate basis and have not been adjusted for theapplication of IFRS 10 and 11.

31 December 201531 December 201431 December 2013

Airbus72,81673,95878,862

Airbus Helicopters

22,52022,93923,374

Airbus Defence and Space(2)38,206

38,637­--

17,255

Employees by Division

Astrium(2)Cassidian(2)Airbus Corporate Functions(1)Other Businesses

Group Total--

21,229

3,032

2,989

2,951

-

99

390

136,574

138,622

144,061(1) “Airbus Corporate Functions” includes Headquarters, Shared Services and Innovation Works.
(2) The former reportable segments Cassidian, Astrium and Airbus Military form the new reportable segment Airbus Defence and Space as of 1 January 2014.

Employees by geographic area

31 December 201531 December 201431 December 2013

France50,81051,74054,510Germany

47,796

48,37450,080Spain

12,521

12,449

11,217

UK

12,157

12,783

14,626

US

2,821

2,991

3,254

Other Countries

10,46910,285

9,771Group Total

136,574

138,662

144,061

31 December 201531 December 201431 December 2013

% Part time employees
France

4.2%

4.1%

4.0%

Germany

5.1%

4.5%

4.3%

Spain

1.2%

1.0%

0.7%

UK

2.4%

1.8%

2.1%

US

1.1%

1.6%

0.6%

Other Countries

1.4%

0.8%

2.2%

Group Total

3.9%

3.4%

3.5%

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 55 l

Information on Group Activities
1.2 Recent Developments

Active Workforce by contract type

31 December 201531 December 201431 December 2013

133,650

135,688

140,327

2,924

2,934

3,733

31 December 2013

Unlimited contract
Limited contract > 3 months

31 December 201531 December 2014

<20

0.2%

0.2%

0.1%

20-29

10.6%

11.4%

12.7%

30-39

29.7%

30.0%

27.8%

40-49

27.9%

27.8%

27.8%

50-59

27.1%

26.3%

25.4%

60+

4.6%

4.3%

3.9%

31 December 201531 December 201431 December 2013
17.2%

% Active Workforce by Age

Women in Active Workforce

17.2%

17.1%

Women in Management Positions

10.9%

10.2%

9.6%

Employee Turnover Rate

3.6%

3.3%

3.0%

Total number of Training Hours

2,264,145

2,906,356

3,167,116

Total number of Training Participants

226,692

238,386

238,773

Reporting Scope
Airbus Group’s headcount reporting includes all consolidated
companies worldwide. The internationally comparative ﬁgures
are based on the Active Workforce, i.e. the number of permanentand short-term employees, irrespective of their individual
working times. The headcount is calculated according to theconsolidation quota of the respective companies.
The scope for HR structure reporting covers about 98% of theGroup’s consolidated companies, including all employees ofthese companies, irrespective of their individual consolidation

quota. This includes employees working for Airbus Group or
its subsidiaries in France, Germany, Spain, Great Britain andinternationally. In total, about 2% of the companies belonging to
the Airbus Group – usually recently acquired – are not includedin the scope, as no detailed employee data is available at Grouplevel. For more details on Scope and Methodology, please referto the Airbus Group website at http://www.airbusgroup.com(Investors & Shareholders > Publications > Annual Reports andRegistration Documents).

1.2 Recent Developments
In January 2016, the Silicon Valley-based Ventures fund andthe A 3 outpost of Airbus Group became fully operational.
In late May 2015, Airbus Group had announced a plan toestablish its Silicon Valley operations with a fully independentventure capital fund and an innovation center, which has
been branded A3 by Airbus Group. The Group had appointed
Tim Dombrowski as CEO of Airbus Venture Capital and Paul
Eremenko as CEO of A 3. Airbus Ventures has completed
its core leadership team set-up and is operating with a
US$ 150 million commitment from Airbus Group. The fund’s

mission is to identify and invest in the most visionary
entrepreneurs in the global aerospace ecosystem.
On 26 February 2016, the European Commission decided
to open an in-depth investigation (Phase 2) regarding theacquisition by Airbus Safran Launchers (ASL) of CNES’ sharesin Arianespace (approximately 35%), in order to investigate morethoroughly impact on competition. Closing of the transaction
is subject to the European Commission’s approval. ASL would
become a 74% shareholder of Arianespace after closing of theacquisition.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 56 l

Registration Document 2015
Information on Group Activities
1.2 Recent Developments

Airbus Group SE has informed relevant UK authorities of its
ﬁndings concerning certain inaccuracies relating to applications
for export credit ﬁnancing for Airbus customers. The Group
believes that although some export credit ﬁnancing will betemporarily unavailable, the affected customers will be able
to resume obtaining such ﬁnancing or reﬁnancing in the near
future. The Group is cooperating with the relevant export credit
agencies to resolve this issue as soon as possible.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 57 l

1.

ChapterX
2.
FACTORSRISK

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 58 l

Registration Document 2015

2.
Management’s Discussion
and Analysis of Financial Condition
and Results of Operations
2.1 Operating and Financial Review

60

2.1.1 Overview

61

2.1.2 Signiﬁcant Accounting Considerations, Policies and Estimates

63

2.1.3

Performance Measures

64

2.1.4

Results of Operations

68

2.1.5

Changes in Consolidated Total Equity(Including Non-Controlling Interests)

71

2.1.6

Liquidity and Capital Resources

73

2.1.7

Hedging Activities

76

2.2

Financial Statements

76

2.3

Statutory Auditors’ Fees

77

2.4

Information Regarding the Statutory Auditors 77

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 59 lManagement’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1 Operating and Financial Review
The following discussion and analysis is derived from and should beread together with the audited IFRS Consolidated Financial Statementsof the Group as of and for the years ended 31 December 2015,2014 and 2013 incorporated by reference herein. These ﬁnancial statements
have been prepared in accordance with International Financial ReportingStandards (“IFRS”) issued by the International Accounting Standards
Board as endorsed by the European Union, and with Part 9 of Book 2of the Dutch Civil Code. When reference is made to “IFRS”, this intends
to be EU-IFRS.
The following discussion and analysis also contains certain “non-GAAP
ﬁnancial measures”, i.e., ﬁnancial measures that either exclude or include
amounts that are not excluded or included in the most directly comparable
measure calculated and presented in accordance with IFRS. Speciﬁcally,
the Group makes use of the non-GAAP measures “EBIT*”, “net cash”
and “free cash ﬂow”.
The Group uses these non-GAAP ﬁnancial measures to assess its
consolidated ﬁnancial and operating performance and believes they arehelpful in identifying trends in its performance. These measures enhance
management’s ability to make decisions with respect to resource allocation
and whether the Group is meeting established ﬁnancial goals.
Non-GAAP ﬁnancial measures have certain limitations as analytical tools,
and should not be considered in isolation or as substitutes for analysisof the Group’s results as reported under IFRS. Because of these limitations,they should not be considered substitutes for the relevant IFRS measures.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 60 l

Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.1

Overview

With consolidated revenues of € 64.5 billion in 2015, the Groupis Europe’s premier aerospace and defence company andone of the largest aerospace and defence companies in theworld. In terms of market share, the Group is among the top
two manufacturers of commercial aircraft, civil helicopters,commercial space launch vehicles and missiles, and a leading

2.1.1.1

supplier of military aircraft, satellites and defence electronics.
In 2015, it generated 82% of its total revenues in the civil sector(compared to 82% in 2014) and 18% in the defence sector(compared to 18% in 2014). As of 31 December 2015, theGroup’s active headcount was 136,574 employees.

Exchange Rate Information

The ﬁnancial information presented in this document is expressed in euros, US dollars or pounds sterling. The following table setsout, for the periods indicated, certain information concerning the exchange rate between the euro and the US dollar and poundsterling, calculated using the ofﬁcial European Central Bank ﬁxing rate:
AverageYear EndYear ended

€-US$

€-£

€-US$

€-£

31 December 2013

1.32810.8493

1.37910.833731 December 2014

1.32850.8061

1.21410.778931 December 2015

1.10950.72591.08870.73402.1.1.2

Reportable Business Segments

Since 1 January 2014, the Group has organised its businesses
into the following three reportable segments:
Airbus: development, manufacturing, marketing and saleof commercial jet aircraft of more than 100 seats; aircraft
conversion and related services; development, manufacturing,marketing and sale of regional turboprop aircraft and aircraftcomponents;
Q
Airbus Helicopters: development, manufacturing, marketingand sale of civil and military helicopters; provision of helicopterrelated services; andQ
Airbus Defence and Space: Military combat aircraft andtraining aircraft; provision of defence electronics and of
global security market solutions such as integrated systems
for global border security and secure communications
solutions and logistics; training, testing, engineering and otherrelated services; development, manufacturing, marketingand sale of missiles systems; development, manufacturing,marketing and sale of satellites, orbital infrastructures andlaunchers; provision of space related services; development,
manufacturing, marketing and sale of military transport aircraft
and special mission aircraft and related services.
Q

“Other / HQ / Consolidation” comprises the Group’s activities
managed in the US, the holding function of the Group’s
Headquarters, the Airbus Group bank and other activities notallocable to the reportable segments, combined together withconsolidation effects.

2.1.1.3

Signiﬁcant Programme Developments,
Restructuring and Related Financial
Consequences in 2013, 2014 and 2015

A380 programme. Based on an updated technical solution
concept to ﬁx permanently the retroﬁt of the A380 wing rib issue,
an additional amount of € 85 million was recognised in 2013. In
2014, Airbus provided for costs related to in service technicalissues identiﬁed and with solutions deﬁned, which reﬂected thelatest facts and circumstances at the time.
In 2015, Airbus continued to improve gross margin per aircraft.
Despite lower A380 deliveries (27 aircraft in 2015 compared to
30 aircraft in 2014), the programme achieved breakeven for theﬁrst time in 2015.
A350 XWB programme. On 14 June 2013, the ﬁrst A350 XWB“MSN1” took to the skies on its ﬁrst ﬂight. In 2013, a net charge of€ 434 million reﬂected a re-assessment of actual and estimatedunit cost. Improvement actions were launched to converge on
cost targets.
In 2014, A350 XWB received Type Certiﬁcation and entry-into­
service occurred at the end of 2014, with the ﬁrst A350 XWB
being delivered to Qatar Airways on 22 December in line withcommitments. In 2014, Airbus applied prospectively construction
contract accounting for launch customer contracts in the civil
aircraft business where customers signiﬁcantly inﬂuenced
the structural design and technology of the aircraft under thecontract. Considering certain airline customers’ involvementin the development and production process of the A350 XWB
programme, Airbus applied IAS 11 construction contract
accounting to a ﬁxed number of launch customer contractsof the A350 XWB programme. For all other contracts IAS 18
is applied.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 61 l2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

In 2015, Airbus has delivered fourteen additional aircraft. The
industrial ramp-up preparation is underway and associatedrisks will continue to be closely monitored in line with theschedule, aircraft performance and overall cost envelope, as per
customer’s commitment. Despite the progress made, signiﬁcantchallenges remain with the ramp-up acceleration.
A400M programme. Technical progress on the A400M
programme resulted in the recognition of A400M-related
revenues of € 0.5 billion in 2012, € 1.0 billion in 2013 and€ 1.6 billion in 2014 and € 1.6 billion in 2015.
In 2013, the A400M programme achieved civil and militarycertiﬁcation. The initial two A400Ms were delivered to the
French Air Force while the third aircraft, for Turkey, was awaiting
acceptance in the delivery centre at the end of 2013.
There were eight aircraft deliveries in 2014 – four to France,
two to Turkey and one each to Germany and to the UK. In thelast quarter of 2014, management reviewed the programmeevolution mostly driven by military functionality challenges
and industrial ramp-up together with associated mitigation
actions and recorded based on management best estimate
an additional net charge of € 551 million for the period ended
31 December 2014.
An additional eleven A400M aircraft were delivered in 2015,
resulting in twenty-one cumulative deliveries up to 31 December
2015.
Industrial efﬁciency and military capability remain a challenge
during the ramp-up phase. Management is working withthe customers to agree a schedule of military capability
enhancement and deliveries as well as reviewing the escalation
formulae. Industrial recovery measures have been identiﬁed
and management is focused on delivery, but risk remains.
The mission capability roadmap (including the achievementof the respective milestones) and the delivery plan remain
under negotiation with OCCAR/Nations and are expected tobe ﬁnalised in 2016.
Management reviewed the programme evolution and estimatedcontract result driven to a large extent from the implications of
the accident, as well as the impact of low inﬂation on the pricerevision formulae, delays in military functionality and deliveries,
commercial negotiations, cost reduction targets and challenges
in the industrial ramp-up, together with associated mitigation
actions. As a result of this review, Airbus Defence and Space
recorded an additional net charge of € 290 million in the second
quarter of 2015. The detailed review continued in the second
half of 2015 however no further net charges were deemednecessary.

The A400M SOC 1 and 1.5 milestones remain to be achieved.
SOC 1 fell due end October 2013 and SOC 1.5 fell due end
December 2014. The associated termination rights became
exercisable by OCCAR / Nations on 1 November 2014 and1 January 2016, respectively. SOC 2 fell due end December 2015
and is still in the 12-month grace period. Management judgesthat it is highly unlikely that any of these termination rights will
be exercised.
The A400M programme remains in a critical phase andassociated risks will continue to be closely monitored.
A320 programme. Joint European and US certiﬁcation for the
A320neo was received in the fourth quarter of 2015 with theﬁrst delivery following in January 2016. Despite some schedule
set-backs, the A320neo ramp-up preparation is underway withthe focus on maturity and service-readiness for early operations
in line with customer expectations.
The Group makes estimates and provides, across the
programmes, for costs related to in service technical issues
which have been identiﬁed and for which solutions have been
deﬁned, which reﬂects the latest facts and circumstances. The
Group is contractually liable for the repair or replacement of
the defective parts but not for any other damages whether
direct, indirect, incidental or consequential (including loss ofrevenue, proﬁt or use). However, in view of overall commercial
relationships, contract adjustments may occur, and beconsidered on a case by case basis.
Restructuring provisions. In 2013, a provision of € 292 million
was booked relating to the restructuring of the Airbus Defence
and Space Division and Headquarters. In 2014 the restructuring
programme remained on track with a reduction of 1,900
positions at the end of the year. After reassessing and adjusting
the provision in 2015, € 41 million has been released. At theend of 2015 a reduction of around 3,700 positions has beenachieved (active workforce and temporary staff).

2.1.1.4

Current Trends

Airbus Group expects the world economy and air trafﬁc to growin line with prevailing independent forecasts and assumes nomajor disruptions.
In 2016, Airbus expects to deliver more than 650 aircraft, andthe commercial order book is expected to grow.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 62 l

Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.2

Signiﬁcant Accounting Considerations, Policies and Estimates

The Group’s signiﬁcant accounting considerations, policies
and estimates are described in the Notes to the Consolidated
Financial Statements.

2.1.2.1

Scope of and Changes in Consolidation

For further information on the scope of and changes in
consolidation as well as acquisitions and disposals of interests
in business, please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 2: Signiﬁcant accounting policies”
and “Note 6: Acquisitions and disposals”.

2.1.2.2

Capitalised Development Costs

Pursuant to the application of IAS 38 “Intangible Assets”, theGroup assesses whether product-related development costs
qualify for capitalisation as internally generated intangible
assets. Criteria for capitalisation are strictly applied. All researchand development costs not meeting the IAS 38 criteria are
expensed as incurred in the consolidated income statement.
Please refer to the “Notes to the IFRS Consolidated Financial
Statements — Note 2: Significant accounting policies —Research and development expenses and development costs”
and “Note 17: Intangible assets”.

2.1.2.3

Accounting for Hedged Foreign
Exchange Transactions in the Financial
Statements

At least 70% of the Group’s revenues are denominatedin US dollars, whereas a major portion of its costs is incurredin euros and, to a smaller extent, in pounds sterling. The Group
uses hedging strategies to manage and minimise the impact
of exchange rate ﬂuctuations on its proﬁts, including foreign
currency derivative contracts, interest rate and equity swaps andother non-derivative ﬁnancial assets or liabilities denominatedin a foreign currency. For further information, please refer to“2.1.7 Hedging Activities”, “Risk Factors — 1. Financial Market
Risks — Foreign Currency Exposure” and to the “Notes to the
IFRS Consolidated Financial Statements — Note 2: Signiﬁcantaccounting policies” and “Note 35: Information about ﬁnancial
instruments”.

2.1.2.4

Foreign Currency Translation

For information on transactions in currencies other than thefunctional currency of the Group and translation differences forother assets and liabilities of the Group denominated in foreign

currencies, please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 2: Signiﬁcant accounting policies— Transactions in foreign currency”.

Currency Translation Mismatch
Customer advances (and the corresponding revenues recorded
when sales recognition occurs) are translated at the exchange
rate prevailing on the date they are received. US dollardenominated costs are converted at the exchange rate prevailingon the date they are incurred. To the extent that US dollardenominated customer advances differ, in terms of timing ofreceipt or amount, from corresponding US dollar-denominatedcosts, there is a foreign currency exchange impact (mismatch)on EBIT*. Additionally, the magnitude of any such difference,and the corresponding impact on EBIT*, is sensitive to variationsin the number of deliveries.

2.1.2.5

Accounting for Sales Financing
Transactions in the Financial
Statements

The accounting treatment of sales ﬁnancing transactions varies
based on the nature of the ﬁnancing transaction and the resulting
exposure. Please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 19: Other investments and otherlong-term ﬁnancial assets”, “Note 22: Provisions, contingent
assets and contingent liabilities” and “Note 25: Sales ﬁnancing
transactions”.
For further information on the signiﬁcance of sales ﬁnancing
transactions for the Group, please refer to “2.1.6.4 Sales
Financing”.

2.1.2.6

Provisions for Loss-Making Contracts

Loss-making contract provisions are reviewed and reassessed
regularly. However, future changes in the assumptions used by
the Group or a change in the underlying circumstances maylead to a revaluation of past loss-making contract provisions andhave a corresponding positive or negative effect on the Group’s
future ﬁnancial performance. Please refer to the “Notes to the
IFRS Consolidated Financial Statements — Note 2: Signiﬁcantaccounting policies — Provision for loss making contracts”
and “Note 22: Provisions, contingent assets and contingent
liabilities”.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.3

Performance Measures

2.1.3.1

DivisionsAirbusSet forth below is a summary of the measures for the activities of Airbus for the past three years.
Year ended
31 December 2015(in €m)Year ended
31 December 2014

Year ended
31 December 2013

Order Intake (net)139,062150,085

199,261

Order Book

952,450803,633

625,595

Revenues

45,85442,28039,494

EBIT*

2,301

2,671

1,593

in% of revenues

5.0%

6.3%

4.0%

Airbus Helicopters
Set forth below is a summary of the measures for the activities of Airbus Helicopters for the past three years.
Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Order Intake (net)

6,168

5,469

5,775

Order Book

11,76912,227

12,420

Revenues

6,786

6,524

6,297

EBIT*

427

413

397

in% of revenues

6.3%

6.3%

6.3%

(in €m)Airbus Defence and SpaceSet forth below is a summary of the measures for the activities of Airbus Defence and Space for the past three years.
Year ended
31 December 2015(in €m)Year ended
31 December 2014

Year ended
31 December 2013

Order Intake (net)14,44012,225

11,808Order Book

42,861

43,075

43,208

Revenues

13,08013,025

13,121

EBIT*

745

409

659

in% of revenues

5.7%

3.1%

5.0%

2.1.3.2

Order Backlog

Year-end order backlog consists of contracts signed up tothat date. Only ﬁrm orders are included in calculating orderbacklog – for commercial aircraft, a ﬁrm order is deﬁned as one
for which the Group receives a down payment on a deﬁnitive
contract. Defence-related orders are included in the backlog
upon signature of the related procurement contract (and thereceipt, in most cases, of an advance payment). Commitments
under defence “umbrella” or “framework” agreements bygovernmental customers are not included in backlog until
Airbus Group is ofﬁcially notiﬁed.

For commercial aircraft contracts, amounts of order backlog
reﬂected in the table below are derived from catalogue prices,
escalated to the expected delivery date and, to the extent
applicable, converted into euro (at the corresponding hedge
rate for the hedged portion of expected cash ﬂows, and at theperiod-end spot rate for the non-hedged portion of expectedcash ﬂows). The amount of defence-related order backlog isequal to the contract values of the corresponding programmes.

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Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

CONSOLIDATED BACKLOG FOR THE YEARS ENDED 31 DECEMBER 2015, 2014 AND 2013(1)Year ended 31 December 2015

Year ended 31 December 2014

Year ended 31 December 2013

Amount in €bn

In percentage(2)Amount in €bn

In percentage(2)Amount in €bn

In percentage(2)Airbus(3)

952.4

94.6%

803.6

93.6%

625.6

91.8%

Airbus Helicopters

11.8

1.2%

12.2

1.4%

12.4

1.8%

Airbus Defence and Space

42.9

4.2%

43.1

5.0%

43.2

6.4%

Total Divisional backlog

1,007.1

100%

858.9

100%

681.2

100%

Other / HQ / Consolidation

Total

(1.2)

(1.4)

(0.6)

1,005.9

857.5

680.6

(1) Without options.
(2) Before “Other / HQ / Consolidation”.
(3) Based on catalogue prices for commercial aircraft activities.

2015 compared to 2014. The € 148.4 billion increase in theorder backlog from 2014, to € 1,005.9 billion, primarily reﬂects
the Group’s strong order intake in 2015 (€ 159 billion), whichsigniﬁcantly exceeded the revenues accounted for in the same
year (€ 64.5 billion). Additionally, the stronger US dollar spot rateused for conversion of the non-hedged portion of the backlog
into euro at year end (€-US$ 1.09 as compared to €-US$ 1.21
at the end of 2014) had a positive impact on order backlog ofapproximately € +56 billion.
Airbus’ backlog increased by € 148.8 billion from 2014, to€ 952.4 billion, primarily reﬂecting a book-to-bill ratio of morethan one (calculated using units of new net orders). Order intake
consisted of 1,080 net orders in 2015 (as compared to 1,456
in 2014), driven mainly by the A320 Family, which received 945
net ﬁrm orders (887 A320neo and 58 A320ceo). Total orderbacklog at Airbus amounted to 6,831 aircraft at the end of 2015(as compared to 6,386 aircraft at the end of 2014).
Airbus Helicopters’ backlog decreased by € -0.4 billion from2014, to € 11.8 billion, reﬂecting a book-to-bill ratio of less than
one with new net orders of € 6.2 billion. After 50 governmental
helicopter cancellations, Airbus Helicopters received 333 netorders in 2015 (as compared to 369 in 2014). Total order backlog
amounted to 831 helicopters at the end of 2015 (as compared
to 893 helicopters at the end of 2014).
Airbus Defence and Space’s backlog was broadly stable at€ 42.9 billion in 2015 including a book-to-bill ratio of more than
one with new net orders of € 14.4 billion. The order intake includes
14 additional orders on A330 MRTT and 5 telecommunications
satellites. During the year, an agreement was also signed with
OneWeb for 900 small telecommunications satellites.
2014 compared to 2013. The € 176.9 billion increase in theorder backlog from 2013, to € 857.5 billion, primarily reﬂects

the Group’s strong order intake in 2014 (€ 166.4 billion), whichsigniﬁcantly exceeded the revenues accounted for in the same
year (€ 60.7 billion). Additionally, the stronger US dollar spot rateused for conversion of the non-hedged portion of the backlog
into euro at year end (€-US$ 1.21 as compared to €-US$ 1.38
at the end of 2013) had a positive impact on order backlog ofapproximately € +86 billion.
Airbus’ backlog increased by € 178 billion from 2013, to€ 803.6 billion, primarily reﬂecting a book-to-bill ratio of morethan two (calculated using units of new net orders). Order intake
consisted of 1,456 net orders in 2014 (as compared to 1,503 in2013), driven mainly by the A320 Family, which received 1,321
net ﬁrm orders (1,011 A320neo and 310 A320ceo). Total orderbacklog at Airbus amounted to 6,386 aircraft at the end of 2014(as compared to 5,559 aircraft at the end of 2013).
Airbus Helicopters’ backlog decreased by € -0.2 billion from2013, to € 12.2 billion, reﬂecting a book-to-bill ratio of less than
one with new net orders of € 5.5 billion. Order intake consistedof 369 net orders in 2014 (as compared to 422 in 2013), driven
by orders for commercial helicopters. Total order backlog
amounted to 893 helicopters at the end of 2014 (as comparedto 995 helicopters at the end of 2013).
Airbus Defence and Space’s backlog decreased by € -0.1 billion
from 2013, to € 43.1 billion, reﬂecting a book-to-bill ratio of lessthan one with new net orders of € 12.2 billion. Space Systems
achieved a book-to-bill ratio above 1 with a major development
contract in Defence, key export orders in Earth Observation,
Navigation and Science and 4 telecommunications satellites(as compared to 3 in 2013). Furthermore, 28 net orders werebooked in the Light & Medium segment (as compared to 10
in 2013). One order was booked for the A330 MRTT for a newcustomer, France (compared to 7 aircraft in 2013).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 65 l2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

The table below illustrates the proportion of civil and defence backlog at the end of each of the past three years.
Year ended 31 December 2015

Year ended 31 December 2014

Year ended 31 December 2013

Amount in €bn(1)In percentage

Amount in €bn(1)In percentage

Amount in €bn(1)In percentage

Civil Sector

967.5

96%

815.3

95%

638.0

94%

Defence Sector

38.4

4%

42.2

5%

42.6

6%

1,005.9

100%

857.5

100%

680.6

100%

Backlog:

Total(1) Including “Other / HQ / Consolidation”.

2.1.3.3

Use of EBIT*The Group uses EBIT pre-goodwill impairment and exceptionals (EBIT*) as a key indicator of its economic performance. The term
“exceptionals” refers to such items as depreciation expenses of fair value adjustments relating to the former EADS merger andthe Airbus combination, as well as impairment charges thereon. It also comprises disposal impacts related to goodwill and fairvalue adjustments from these transactions.
Set forth below is a table reconciling the Group’s proﬁt before ﬁnance costs and income taxes (as reﬂected in the Group’s
consolidated income statement) with the Group’s EBIT*.
(in €m)Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013
2,570

Profit before finance costs and income taxes

4,062

3,991

Disposal and impairment of goodwill

0

6

15

Exceptional depreciation

24

43

39

4,086

4,040

2,624

EBIT*

2.1.3.4

EBIT* Performance by Division

Set forth below is a breakdown of the Group’s consolidated EBIT* by Division for the past three years.
(in €m)Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Airbus

1,593

2,301

2,671

Airbus Helicopters

427

413

397

Airbus Defence and Space

745

409

659

3,473

3,493

2,649

613

547

(25)

4,086

4,040

2,624

Total Divisional EBIT*

Other / HQ / Consolidation(1)Total(1) “Other / HQ / Consolidation” comprises results from headquarters, which mainly consist of the “share of profit from investments in associates” from the Group’s investment in
Dassault Aviation.

2015 compared to 2014. The Group’s consolidated EBIT*
increased by 1.1%, from € 4.0 billion for 2014 to € 4.1 billion
for 2015.
Airbus’ EBIT* decreased by 13.9%, from € 2.7 billion for 2014
to € 2.3 billion for 2015. A solid operational performance
including the A380 breakeven was weighed down by a negativerevaluation impact from foreign exchange linked to the dollar
pre-delivery mismatch in the amount of € 551 million, partiallycompensated by a capital gain linked to the divestment of a
subsidiary (CIMPA SAS) (€ 72 million). (Please refer to “2.1.1.3

Significant Programme Developments, Restructuring andRelated Financial Consequences in 2013, 2014 and 2015”).
Airbus Helicopters’ EBIT* increased by 3.4%, from € 413 million
for 2014 to € 427 million for 2015 as lower deliveries werecompensated by higher services activities, a favourable mix
and progress on the Division’s transformation plan.
Airbus Defence and Space’s EBIT* increased by 82.2% from€ 409 million for 2014 to € 745 million for 2015 driven by strong
programme execution across the business lines and progresswith its transformation plan. In addition, a net charge of€ 290 million was recorded related to the A400M programme

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Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

for the period ended 31 December 2015 (€ 551 million for theperiod ended 31 December 2014). (Please refer to “2.1.1.3
Significant Programme Developments, Restructuring andRelated Financial Consequences in 2013, 2014 and 2015”).
Airbus Defence and Space’s EBIT* also included an adjustmentof the provision for restructuring generating a positive impact of€ 41 million and a net gain from the Airbus Safran Launchers ﬁrst
phase deconsolidation and some further small disposal impacts.
The EBIT* of Other / Headquarters / Consolidation increased by
12.1% from € 547 million for 2014 to € 613 million for 2015. This isdue to the increase in the Dassault Aviation result driven mainlyby the higher capital gain from ongoing divestment compared
to 2014. 2014 also included the gain from the sale of the Paris
Headquarters building.
2014 compared to 2013. The Group’s consolidated EBIT*
increased by 54.0%, from € 2.6 billion for 2013 to € 4.0 billion
for 2014, primarily reﬂecting the increased EBIT* at Airbus in
2014, which increased by 67.7%, from € 1.6 billion for 2013 to€ 2.7 billion for 2014, mainly due to higher aircraft deliveries(629 deliveries in 2014, as compared to 626 deliveries in 2013),
continued operational improvements including A380 progress
towards breakeven and a favourable evolution of maturing
hedges, partially offset by increased A350 XWB support costs.
In Q4 2013 a negative charge of € 434 million was recorded on
the A350 XWB programme contributing to the improvement
seen in 2014.
Airbus Helicopters’ EBIT* increased by 4.0%, from € 397 million
for 2013 to € 413 million for 2014, despite higher research anddevelopment expenses and a less favourable revenue mix.
Airbus Defence and Space’s EBIT* decreased by 37.9% from€ 659 million for 2013 to € 409 million for 2014. In the lastquarter of 2014, Management reviewed the A400M programmeevolution mostly driven by military functionality challenges andindustrial ramp-up together with associated mitigation actions.
As a result of this review, Airbus Defence and Space recorded
based on Management best estimate an additional net chargeof € 551 million for the period ended 31 December 2014.
The EBIT* of Other / Headquarters / Consolidation increased
from € -25 million for 2013 to € +547 million for 2014. This
includes a capital gain of € 343 million linked to the divestment ofeight percent of the Company’s Dassault Aviation participation.

Foreign currency impact on EBIT*. At least 70% of theGroup’s revenues are denominated in US dollars, whereas asubstantial portion of its costs is incurred in euros and, to alesser extent, pounds sterling. Given the long-term nature ofits business cycles (evidenced by its multi-year backlog), theGroup hedges a signiﬁcant portion of its net foreign exchange
exposure to mitigate the impact of exchange rate ﬂuctuations
on its EBIT*. Please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 35: Information about ﬁnancial
instruments” and “Risk Factors — 1. Financial Market Risks— Foreign Currency Exposure”. In addition to the impact that
Hedging Activities have on the Group’s EBIT*, the latter is also
affected by the impact of revaluation of certain assets andliabilities at the closing rate and the impact of natural hedging.
During 2015, cash flow hedges covering approximately
US$ 25.5 billion of the Group’s US dollar-denominated revenues
matured. In 2015, the compounded exchange rate at which
hedged US dollar-denominated revenues were accounted
for was €-US$ 1.34, as compared to €-US$ 1.35 in 2014. Thisdifference resulted in an approximate € +0.05 billion increase in
EBIT* from 2014 to 2015. In addition, other currency translation
adjustments, including those related to the mismatch between
US dollar-denominated customer advances and corresponding
US dollar-denominated costs as well as the revaluation of lossmaking contract provisions, had an approximate negative effectof € -0.78 billion on EBIT* compared to 2014. Please refer to“2.1.2.4 Foreign Currency Translation”.
During 2014, cash flow hedges covering approximately
US$ 24.3 billion of the Group’s US dollar-denominated revenues
matured. In 2014, the compounded exchange rate at which
hedged US dollar-denominated revenues were accounted
for was €-US$ 1.35, as compared to €-US$ 1.37 in 2013. Thisdifference resulted in an approximate € +0.2 billion increase in
EBIT* from 2013 to 2014. In addition, other currency translation
adjustments, including those related to the mismatch between
US dollar-denominated customer advances and corresponding
US dollar-denominated costs as well as the revaluation of lossmaking contract provisions, had an approximate positive effectof € +0.24 billion on EBIT* compared to 2013.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.4

Results of Operations

Set forth below is a summary of the Group’s Consolidated Income Statements (IFRS) for the past three years.
Year ended
31 December 2015(in €m, except for earnings per share)

Year ended
31 December 2014

Year ended
31 December 2013

Revenues

64,45060,71357,567

Cost of sales(55,599)(51,776)(49,613)Gross margin

8,851

8,937

7,954

Selling and administrative expenses(2,651)(2,601)(2,762)

Research and development expenses(3,118)(3,460)(3,391)Other income

474

330

272

Other expenses

(222)

(179)

(259)

Share of profit from investments accounted for underthe equity method and other income from investments

1,070

895

483

Profit before finance costs and income taxes

4,062

3,991

2,570

Interest result

(368)

(320)

(332)

Other financial result

(319)

(458)

(278)

Income taxes

(677)

(863)

(477)

Profit for the period

2,698

2,350

1,483

2,696

2,343

1,473

2

7

10

Earnings per share (basic) (in €)

3.43

2.99

1.86

Earnings per share (diluted) (in €)

3.42

2.99

1.85

Attributable to:Equity owners of the parent (Net Income)Non-controlling interests

Set forth below are year-to-year comparisons of results of operations, based upon the Group’s Consolidated Income Statements.

2.1.4.1

Consolidated Revenues

Set forth below is a breakdown of Group’s consolidated revenues by Division for the past three years.
(in €m)Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Airbus45,85442,28039,494

Airbus Helicopters

6,786

6,524

6,297

Airbus Defence and Space

13,08013,025

13,121

Total Divisional revenues

65,72061,82958,912Other / HQ / Consolidation(1,270)(1,116)(1,345)

Total

64,45060,71357,567

For 2015, consolidated revenues increased by 6.2%, from € 60.7 billion for 2014 to € 64.5 billion for 2015. The increase wasprimarily due to higher revenues at Airbus. For 2014, consolidated revenues increased by 5.5%, from € 57.6 billion for 2013 to€ 60.7 billion for 2014.

AirbusSet forth below is a breakdown of deliveries of commercial aircraft by product type for the past three years.
Year ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Single-aisle

491

490

493

Long-range

103

108

108

A350 XWB

14

1

0

Very large

27

30

25

635

629

626

Number of aircraft

Total

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2.1 Operating and Financial Review

Airbus’ consolidated revenues increased by 8.5%, from€ 42.3 billion for 2014 to € 45.9 billion for 2015. This was due
to higher deliveries of 635 aircraft (compared to 629 deliveriesin 2014) including 14 A350 XWBs and the strengthening
US dollar.

Airbus’ consolidated revenues increased by 7.1%, from€ 39.5 billion for 2013 to € 42.3 billion for 2014, driven by theoverall increase in deliveries to a record 629 aircraft (626deliveries in 2013) and a more favourable delivery mix including
30 A380s compared to 25 in 2013.

2.

Airbus Helicopters
Set forth below is a breakdown of deliveries of helicopters by product type for the past three years.
Number of aircraftYear ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

Tiger

16

12

11

Light

178

226

269

Medium

124

132

136

Heavy

77

101

81

of which NH90

35

53

44

395

471

497

Total

Consolidated revenues of Airbus Helicopters increased by
4.0%, from € 6.5 billion for 2014 to € 6.8 billion in 2015 mainly
reﬂecting a higher level of services activities, despite lower
overall deliveries of 395 units (2014: 471 units).
Consolidated revenues at Airbus Helicopters increased by
3.6%, from € 6.3 billion for 2013 to € 6.5 billion for 2014 mainly

driven by government programmes including the ramp-up in
NH90 activity. Helicopter deliveries totalled 471 units (FY 2013:497 units), including the successful entry-into-service (EIS) of
the H175 in the fourth quarter following the EIS of the H145 andH135 earlier in the year.

Airbus Defence and SpaceSet forth below is a breakdown of deliveries of Airbus Defence and Space by product type for the past three years.
Number of aircraftYear ended
31 December 2015

Year ended
31 December 2014

Year ended
31 December 2013

A400M

11

8

2

A330 MRTT (Tanker)

4

5

7

Light & Medium aircraft

19

19

22

Telecom satellites

5

5

3

Total

39

37

34

Airbus Defence and Space’s consolidated revenues werebroadly stable at € 13.1 billion (€ 13.0 billion for 2014), despite
the de-consolidation of launcher revenues with the creation of
the Airbus Safran Launchers Joint Venture’s ﬁrst phase. A totalof 11 A400M military transport aircraft were delivered in 2015.
Airbus Defence and Space’s consolidated revenues werebroadly stable with a slight decrease by -0.7%, from€ 13.1 billion for 2013 to € 13.0 billion for 2014. Revenues were
driven by military aircraft with eight A400M deliveries in total tofour nations and by space systems with six Ariane 5 launches
during the year.

2.1.4.2

Consolidated Cost of Sales

Consolidated cost of sales increased by 7.4% from € 51.8 billion
for 2014 to € 55.6 billion for 2015. The increase was primarily
due to business growth at Airbus and negative foreign exchange
revaluation impacts from pre-delivery payments. This was partly
offset by a lower net charge related to A400M programme of€ 290 million (in 2014: € 551 million). Consolidated cost of sales
also includes the amortisation of capitalised development costs
pursuant to IAS 38, which amounted to € -202 million in 2015
compared to € -137 million in 2014. The gross margin decreased
from 14.7% in 2014 to 13.7% in 2015.
Consolidated cost of sales increased by 4.4%, from € 49.6 billion
for 2013 to € 51.8 billion for 2014. The increase was primarily due
to strong delivery patterns, costs related to business growthat Airbus, increased A350 XWB support costs and to a net

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

charge of € 551 million related to the A400M programme as aresult of Management’s review. In Q4 2013, a negative charge of€ 434 million was recorded on the A350 XWB programme whichis partly compensating the increase in 2014. Consolidated cost of
sales also includes the amortisation of capitalised development
costs pursuant to IAS 38, which amounted to € -137 million in2014 compared to € -106 million in 2013. Notwithstanding theabove stated items, the gross margin increased from 13.8% in2013 to 14.7% in 2014.

2.1.4.3

Consolidated Selling and Administrative
Expenses

Consolidated selling and administrative expenses increased by
1.9%, from € 2.6 billion for 2014 to € 2.7 billion for 2015.
Consolidated selling and administrative expenses decreased
by 5.8%, from € 2.8 billion for 2013 to € 2.6 billion for 2014.

2.1.4.4

Consolidated Researchand Development Expenses

Consolidated research and development expenses increasedby 2.0%, from € 3.4 billion for 2014 to € 3.5 billion for 2015.
The main contribution to the expenses comes from theA350 XWB programme. In addition, an amount of € 154 million
of development costs has been capitalised, mainly related to
the H160 and Single Aisle NEO programmes. Please refer to“2.1.2.2 Capitalised development costs”.
Consolidated research and development expenses increased by
8.8%, from € 3.1 billion for 2013 to € 3.4 billion for 2014, primarily
reﬂecting R&D activities at Airbus. The main contribution to
the expenses comes from the A350 XWB programme. In
addition, an amount of € 58 million of development costs for
the A350 XWB programme has been capitalised.

2.1.4.5

Consolidated Other Income
and Other Expenses

Consolidated other income and other expenses include gains
and losses on disposals of investments, of ﬁxed assets andincome from rental properties.
For 2015, other income and other expenses was €+252 million
net as compared to € +151 million net for 2014. The net increase
was due to the capital gain of € 72 million related to the disposalof Cimpa SAS, the net gain of € 51 million from the partial saleof Dassault Aviation held for sale shares that occurred in thesecond quarter and the capital gain of € 49 million following thecompletion of the ﬁrst phase of the creation of ASL. This waspartly offset due to costs associated with disposals in Airbus
Defence and Space.
For 2014, other income and other expenses was € +151 million
net as compared to € +13 million net for 2013. The net increase
was partly due to the sale of the Paris Headquarters building.

2.1.4.6

Consolidated Share of Proﬁt
from Investments Accounted for under
the Equity Method and Other Income
from Investments

Consolidated share of proﬁt from investments accounted forunder the equity method and other income from investments
principally includes results from companies accounted forunder the equity method and the results attributable to nonconsolidated investments.
For 2015, the Group recorded € 1,070 million in consolidated
share of proﬁt from investments accounted for under the equity
method and other income from investments as compared to€ 895 million for 2014. The € 175 million increase is mainly due
to higher results from joint ventures. The consolidated share of
proﬁt from investments accounted for under the equity method
includes a € 748 million net gain from the sale of 18.75% stakein Dassault Aviation in the ﬁrst half of 2015. Please refer tothe “Notes to the IFRS Consolidated Financial Statements —Note 7: Investments accounted for under the equity method”
and “Note 12: Share of proﬁt from investment accounted forunder the equity method and other income from investment”.
For 2014, the Group recorded € 895 million in consolidated
share of proﬁt from investments accounted for under the equity
method and other income from investments as compared to€ 483 million for 2013. The € 412 million increase is mainly due
to a gain of € 343 million from the partial sale of shares of
Dassault Aviation and to a gain of € 47 million from the disposalof shares of Patria.

2.1.4.7

Consolidated Interest Result

Consolidated interest result reﬂects the net of interest income
and expense arising from financial assets and liabilities,
including interest expense on refundable advances provided
by European governments to ﬁnance R&D activities.
For 2015, the Group recorded a consolidated net interest
expense of € -368 million, as compared to € -320 million for2014. The deterioration in interest result is primarily due tohigher interest expense recorded on European government
refundable advances.
For 2014, the Group recorded a consolidated net interest
expense of € -320 million, as compared to € -332 million for2013. The small improvement in interest result is due to lower
interest expense recorded on European government refundable
advances.

2.1.4.8

Consolidated Other Financial Result

This line item includes, among others, the impact from therevaluation of financial instruments, the effect of foreignexchange valuation of monetary items and the unwindingof discounted provisions. Please refer to the “Notes to the
IFRS Consolidated Financial Statements — Note 2: Signiﬁcantaccounting policies” and “Note 14: Total ﬁnance costs”.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

Consolidated other ﬁnancial result improved from € -458 million
for 2014 to € -319 million for 2015 reﬂecting a € 139 million
positive change mainly from a decrease in the negative impactof revaluation of ﬁnancial instruments.
Consolidated other ﬁnancial result reduced from € -278 million
for 2013 to € -458 million for 2014. This negative € -180 million
change mainly results from an increase in the negative impactof revaluation of ﬁnancial instruments, related to the weakeningof the euro versus the US dollar in the fourth quarter 2014.

2.1.4.9

Consolidated Income Taxes

For 2015, income tax expense was € -677 million as comparedto € -863 million for 2014. The decrease was primarily due tothe sale of shares of Dassault Aviation which has been taxed
at a reduced rate. The effective tax rate was 20% in 2015.
Please refer to the “Notes to the IFRS Consolidated Financial
Statements — Note 15: Income tax”.
For 2014, income tax expense was € -863 million as comparedto € -477 million for 2013. The increase was primarily due tothe higher income before tax recorded in 2014 (€ 3,213 million)
as compared to 2013 (€ 1,960 million). The effective tax rate
was 27% in 2014.

2.1.4.10 Consolidated Non-Controlling Interests
For 2015, consolidated proﬁt for the period attributable to noncontrolling interests was € 2 million, as compared to € 7 million
for 2014.

2.1.5

2.1.4.11 Consolidated Proﬁt for the Period
Attributable to Equity Ownersof the Parent (Net Income)As a result of the factors discussed above, the Group recorded
consolidated net income of € 2,696 million for 2015, as comparedto € 2,343 million for 2014.

2.1.4.12 Earnings per Share
Basic earnings were € 3.43 per share in 2015, as compared to€ 2.99 per share in 2014. The number of issued shares as of
31 December 2015 was 785,344,784. The denominator used
to calculate earnings per share was 785,621,099 shares (in2014: 782,962,385), reﬂecting the weighted average number ofshares outstanding during the year. In 2013, the Group reported
basic earnings of € 1.86 per share, based on a denominator of
792,466,862 shares.
Diluted earnings were € 3.42 per share in 2015, as comparedto € 2.99 per share in 2014. The denominator used to
calculate diluted earnings per share was 788,491,929 (in2014: 784,155,749), reﬂecting the weighted average numberof shares outstanding during the year, adjusted to assume
the conversion of all potential ordinary shares. In 2013, theGroup reported diluted earnings of € 1.85 per share, basedon a denominator of 794,127,812 shares. For further details,
please refer to the “Notes to the IFRS Consolidated Financial
Statements — Note 32: Total equity” and “Note 16: Earnings
per share”.

Changes in Consolidated Total Equity (Including Non-Controlling Interests)

The following table sets forth a summary of the changes in consolidated total equity for the period 1 January 2015 through31 December 2015.
(in €m)Balance as at 31 December 2014

7,079

Profit for the period

2,698

Other comprehensive income(2,649)Thereof foreign currency translation adjustments

277

Cash distribution to shareholders / dividends paid to non-controlling interests(948)

Capital increase

142

Equity transactions (IAS 27)

56

Share buy-back(487)

Share-based payment (IFRS 2)

29

Convertible bond

53

Balance as at 31 December 2015

5,973

Please refer to the “Airbus Group SE IFRS Consolidated Financial
Statements — IFRS Consolidated Statements of Changes in
Equity for the years ended 31 December 2015 and 2014” andto the “Notes to the IFRS Consolidated Financial Statements— Note 32: Total equity”.

Set forth below is a discussion on the calculation of accumulated
other comprehensive income (“AOCI”) and the related impact
on consolidated total equity.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.5.1

Cash Flow Hedge Related Impact on AOCI

As of 31 December 2015, the notional amount of the Group’s
portfolio of outstanding cash flow hedges amounted to
US$ 101.9 billion, hedged against the euro and the pound sterling.
The year-end mark to market valuation of this portfolio required
under IAS 39 resulted in a negative pre-tax AOCI valuation
change of € -4.7 billion from 31 December 2014, based on aclosing rate of € -US$ 1.09 as compared to a negative pre-tax
AOCI valuation change of € -6.4 billion as of 31 December 2014
from 31 December 2013, based on a closing rate of €-US$ 1.21.
For further information on the measurement of the fair valuesof ﬁnancial instruments, please refer to the “Notes to the IFRS
Consolidated Financial Statements — Note 35: Information
about ﬁnancial instruments”.

Positive pre-tax mark to market values of cash ﬂow hedges areincluded in other ﬁnancial assets, while negative pre-tax mark tomarket values of cash ﬂow hedges are included in other ﬁnancial
liabilities. Year-to-year changes in the mark to market value ofeffective cash ﬂow hedges are recognised as adjustments to
AOCI. These adjustments to AOCI are net of corresponding
changes to deferred tax assets (for cash ﬂow hedges withnegative mark to market valuations) and deferred tax liabilities(for cash ﬂow hedges with positive mark to market valuations).
Set out below is a graphic presentation of cash ﬂow hedge
related movements in AOCI over the past three years (in €m).
Note: The mark to market of the backlog is not reﬂected in theaccounts whereas the mark to market of the hedge book is
reﬂected in AOCI.

CASH FLOW HEDGE RELATED MOVEMENTS IN AOCI IN €M (BASED ON YEAR-END EXCHANGE RATES)

1,625
OCI Net Liability-4,797-9,525-526

Net Deferred Taxes

1,465
2,612
1,099

Net Equity OCI-3,332-6,91331 December 2013: US$ 1.38

31 December 2014: US$ 1.21

31 December 2015: US$ 1.09

As a result of the negative change in the fair market valuation of the cash ﬂow hedge portfolio in 2015, AOCI amounted to a net
liability of € -9.5 billion for 2015, as compared to a net liability of € -4.8 billion for 2014. The corresponding € 1.1 billion tax effectled to a net deferred tax asset of € 2.6 billion as of 31 December 2015 as compared to a net deferred tax asset of € 1.5 billion asof 31 December 2014.
For further information, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 35.5: Derivative ﬁnancial
instruments and hedge accounting disclosure”.

2.1.5.2

Currency Translation Adjustment Impact on AOCIThe € 277 million currency translation adjustment related impact on AOCI in 2015 mainly reﬂects the effect of the variation of the
US dollar.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.6

Liquidity and Capital Resources

The Group’s objective is to generate sufﬁcient operating cash
ﬂow in order to invest in its growth and future expansion, honour
the Group’s dividend policy and maintain ﬁnancial ﬂexibility while
retaining its credit rating and competitive access to capital
markets.
The Group deﬁnes its consolidated net cash position as thesum of (i) cash and cash equivalents and (ii) securities, minus(iii) ﬁ nancing liabilities (all as recorded in the consolidated
statement of financial position). The net cash position asof 31 December 2015 was € 10.0 billion (€ 9.1 billion as of
31 December 2014).
The liquidity is further supported by a € 3.0 billion syndicatedback-up facility, undrawn as of 31 December 2015 with nofinancial covenants, as well as a Euro medium term note
programme and commercial paper programme. Please refer
to “— 2.1.6.3 Consolidated Financing Liabilities” and “Notes tothe IFRS Consolidated Financial Statements — Note 34.3: Net

cash — Financing liabilities”. The factors affecting the Group’s
cash position, and consequently its liquidity risk, are discussed
below.
For information on Airbus Group SE’s credit ratings, please referto the “Notes to the IFRS Consolidated Financial Statements —Note 33: Capital management” and to “— 2.1.6.1: Cash Flows”.

2.1.6.1

Cash Flows

The Group generally finances its manufacturing activities
and product development programmes, and in particular thedevelopment of new commercial aircraft, through a combinationof ﬂows generated by operating activities, customer advances,risk-sharing partnerships with sub-contractors and European
government refundable advances. In addition, the Group’s
military activities beneﬁt from government-ﬁnanced researchand development contracts. If necessary, the Group may raise
funds in the capital markets.

The following table sets forth the variation of the Group’s consolidated net cash position over the periods indicated.
(in €m)

2015

2014

2013

Consolidated net cash position at 1 January

9,092

8,454

11,724Gross cash flow from operations(1)

4,614

5,595

4,143

Changes in other operating assets and liabilities(723)(2,386)(2,091)

Thereof customer financing

(150)

108

(319)

Cash used for investing activities(2)(1,066)(1,207)(2,879)Thereof industrial capital expenditures(2,924)(2,548)(2,918)

Free Cash Flow(3)

2,825

2,002

(827)

Thereof M&A transactions

1,650

893

(16)

Free Cash Flow before acquisitions

1,175

1,109

(811)

Cash flow from customer financing (net)

(150)

108

(319)

Free Cash Flow before customer financing

2,975

1,894

(508)

Cash distribution to shareholders / non-controlling interests

(948)

(589)

(469)

Contribution to plan assets of pension schemes

(217)

(462)

(223)

Changes in capital and non-controlling interests

195

52

171

Share buyback / Change in treasury shares

(264)

102

(1,915)

OthersConsolidated net cash position as of 31 December

(680)

(467)

(7)

10,003

9,092

8,454

(1) Represents cash provided by operating activities, excluding (i) changes in other operating assets and liabilities (working capital), (ii) contribution to plan assets of pension
schemes and (iii) realised foreign exchange results on Treasury swaps (€ 0 in 2013; € -187 million in 2014, € -74 million in 2015).
(2) Does not reflect change of securities (net disposal of € 1,267 million for 2013; net investment of € -2,016 million for 2014, net investment of € -2,361 million for 2015), which areclassified as cash and not as investments solely for the purposes of this net cash presentation. Excluding bank activities.
(3) Does not reflect change of securities, contribution to plan assets of pension schemes and realised foreign exchange results on Treasury swaps. Excluding bank activities.

The net cash position as of 31 December 2015 was€ 10.0 billion, a 10.0% increase from 31 December 2014. The
increase primarily reﬂects the gross cash ﬂow from operations(€ 4.6 billion), partially offset by the cash used for investing
activities (€ -1.1 billion), the cash distribution to shareholders /non-controlling interests (€ -0.9 billion), the build-up of otheroperating assets and liabilities (€ -0.7 billion) and the contribution
to plan assets of pension schemes (€ -0.2 billion).

Gross Cash Flow from Operations
Gross cash flow from operations decreased by 17.5% to€ 4.6 billion for 2015, due to a higher level of cash consumption
under utilisation of loss-making contract provisions and higher
income tax payments.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

Changes in Other Operating Assets and Liabilities
Changes in other operating assets and liabilities is comprisedof inventories, trade receivables, other assets and prepaid
expenses netted against trade liabilities, other liabilities(including customer advances), deferred income and customer
ﬁnancing. They resulted in a € -0.7 billion negative impact on the
net cash position for 2015, as compared to a negative impactof € -2.4 billion for 2014.
In 2015, the main net contributor to the negative working capitalvariation was the change in inventory (€ -4.1 billion) reﬂecting
increased work in progress mainly associated with the A350 XWB
at Airbus and increased activity on A400M at Airbus Defence
and Space. Additionally, trade receivables (€ -1.4 billion) andother assets and liabilities (€ -0.4 billion) contributed negatively.
This was partly offset by pre-delivery payment from customers(€ 3.8 billion) and an increase in trade liabilities (€ 1.6 billion). In
2014, the main net contributor to the negative working capitalvariation was the change in inventory (€ -3.3 billion) reﬂecting
inventory growth at Airbus especially due to investment inprogrammes to support both production and development,
particularly for the A350 XWB and Single Aisle programmes,
as well as at Airbus Defence and Space. Additionally, tradereceivables contributed negatively (€ -0.7 billion). These negative
variations within the year were partially offset by pre-delivery
payments from customers (€ 1.7 billion), which increased
compared to 2013.
European government refundable advances. As of
31 December 2015, total European government refundable
advances received, recorded on the statement of ﬁnancial
position in the line items “non-current other ﬁnancial liabilities”
and “current other ﬁnancial liabilities” due to their speciﬁc nature,amounted to € 7.3 billion, including accrued interest.
European government refundable advances (net ofreimbursements) increased in 2015, due primarily to refundable
advances received for the A350 XWB. Please refer to the “Notes
to the IFRS Consolidated Financial Statements — Note 23: Other
ﬁnancial assets and other ﬁnancial liabilities”.

Cash Used for Investing Activities
Management categorises cash used for investing activities into
three components: (i) industrial capital expenditures, (ii) M&A
transactions and (iii) others.
Industrial capital expenditures. Industrial capital expenditures(investments in property, plant and equipment and intangible
assets) amounted to € -2.9 billion for 2015 as comparedto € -2.5 billion for 2014 and € -2.9 billion for 2013. Capital
expenditures in 2015 related to programmes at Airbus of€ -2.0 billion (mainly for the ramp-up phase of A350 XWB andSingle Aisle) and additional projects in the other Divisions of€ -0.9 billion. Capital expenditures include product-related
development costs that are capitalised in accordance with
IAS 38. Please refer to “2.1.2.2 Capitalised development costs”.

M&A transactions. In 2015, the € 1.7 billion ﬁgure principally
reﬂects the sale of Dassault Aviation shares in the ﬁrst halfof 2015. Please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 6: Acquisitions and disposals”.
In 2014, the € 893 million ﬁgure principally reﬂects the partial saleof shares of Dassault Aviation (€ 792 million) and the disposal ofshares of Patria (€ 133 million). Cash was used for the Group’s
acquisitions of Alestis Aerospace S.L. (€ -22 million) and of
Salzburg München Bank AG (€ -21 million).

Free Cash Flow
The Group deﬁnes Free Cash Flow as the sum of (i) cash
provided by operating activities and (ii) cash used for investing
activities, minus (iii) change of securities, (iv) contribution to plan
assets of pension schemes and (v) realised foreign exchange
results on treasury swaps. As a result of the factors discussed
above, Free Cash Flow amounted to € 2.8 billion for 2015 ascompared to € 2.0 billion for 2014 and € -0.8 billion for 2013. Free
Cash Flow before customer ﬁnancing was € 3.0 billion for 2015
as compared to € 1.9 billion for 2014 and € -0.5 billion for 2013.

Change in Treasury Shares
Change in treasury shares for 2015 amounted to € -0.3 billion
which is related to the share buyback. Airbus Group has
appointed an investment services provider to undertake a sharebuyback on behalf of the Company for a maximum amount of€ 1 billion. The buyback will take place between 2 November
2015 and 30 June 2016. As of 31 December 2015, the Groupbought back € 264 million of shares.
Change in treasury shares for 2014 amounted to € +0.1 billion.

Contribution to Plan Assets of Pension Schemes
The cash outﬂows of € -0.3 billion, € -0.5 billion and € -0.2 billion
in 2015, 2014 and 2013, respectively, primarily relate to acontribution to the Contractual Trust Arrangement (CTA) for
allocating and generating pension plan assets in accordancewith IAS 19, as well as to plan assets in the UK and to German
beneﬁt funds. Please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 29.1: Post-employment beneﬁts— Provisions for retirement plans”. In 2016, the Group intends
to make additional € 400 million contributions to plan assets
in order to reduce the provision for retirement plans on its
statement of ﬁnancial position.

OthersIn 2015, the negative change of € -680 million mainly resulted
from ﬁnance lease liabilities and from a ﬁnancing liability of€ -223 million recognised for Airbus’ irrevocable share buybackcommitment as at 31 December 2015; recognition of the
ﬁnancial liability led to a corresponding reduction of equity.
In 2014, the negative change of € -467 million reﬂects among
others the change in consolidated ﬁnancing liabilities (mainly
due to the ﬁrst consolidation of Airbus Group bank).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 74 l

Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.1 Operating and Financial Review

2.1.6.2

Consolidated cash and cash
equivalents and securities

The cash and cash equivalents and securities portfolio of theGroup is invested mainly in non-speculative ﬁnancial instruments,
mostly highly liquid, such as certiﬁcates of deposit, overnight
deposits, commercial paper, other money market instruments
and bonds. Please refer to the “Notes to the IFRS Consolidated
Financial Statements — Note 35.1: Information about ﬁnancial
instruments — Financial risk management”.
The Group has a partially automated cross-border anddomestic cash pooling system (including France, Germany,
Spain, the Netherlands, the UK and the US). The cash poolingsystem enhances Management’s ability to assess reliably
and instantaneously the cash position of each subsidiary
within the Group and enables Management to allocate cash
optimally within the Group depending upon shifting shortterm needs.

2.1.6.3

Consolidated Financing Liabilities

The outstanding balance of the Group’s consolidated ﬁnancing
liabilities increased from € 7.4 billion as of 31 December 2014
to € 9.1 billion as of 31 December 2015. This increase is mainly
due to a € 0.5 billion convertible bond, the US$ 0.3 billion
loan from EIB and liabilities under the US Commercial paper
programme in the amount of US$ 0.55 billion, all entered into

in 2015. For further information, please refer to the “Notes tothe IFRS Consolidated Financial Statements — Note 34.3: Net
cash — Financing liabilities”.

2.1.6.4

Sales Financing

The Group favours cash sales and encourages independentﬁnancing by customers, in order to avoid retaining credit or asset
risk in relation to delivered products. However, in order to support
product sales, primarily at Airbus and Airbus Helicopters, theGroup may agree to participate in the ﬁnancing of customers, ona case-by-case basis, directly or through guarantees provided
to third parties.
The ﬁnancial markets remain unpredictable, which may cause
the Group to increase its future outlays in connection withcustomer ﬁnancing of commercial aircraft and helicopters,
mostly through ﬁnance leases and secured loans and if deemednecessary through operating lease structures. Nevertheless, it
intends to keep the amount as low as possible.
Dedicated and experienced teams structure such ﬁnancing
transactions and closely monitor total Group ﬁnance and asset
value exposure and its evolution in terms of quality, volume andintensity of cash requirements. The Group aims to structure all
ﬁnancing it provides to customers in line with market-standard
contractual terms so as to facilitate any subsequent sale or
reduction of such exposure.

EVOLUTION OF AIRBUS GROSS EXPOSURE DURING 2015 IN US$ MILLIONS

1,339

31 December 2014

849

Additions

Disposals-581

Amortisation-120

31 December 2015

1,487

Airbus Gross Customer Financing Exposure as of 31 December
2015 is distributed over 74 aircraft, operated at any time byapproximately 19 airlines. In addition, the level of exposure
may include other aircraft-related assets, such as spare parts.
More than 90% of Airbus Gross Customer Financing Exposure
is distributed over 10 countries (this excludes backstop
commitments).
Over the last three years (2013 to 2015), the average number ofaircraft delivered in respect of which ﬁnancing support has been
provided by Airbus amounted to 1% of the average number ofdeliveries over the same period, i.e. 9 aircraft ﬁnanced per year
out of 630 deliveries per year on average.
Airbus Helicopters’ Gross Customer Financing Exposureamounted to € 69 million as of 31 December 2015. This exposure
is distributed over 49 helicopters, operated by approximately
4 companies.
For further information, please refer to the “Notes to the IFRS
Consolidated Financial Statements — Note 25: Sales ﬁnancing
transactions”.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 75 l2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.2 Financial Statements

2.1.7

Hedging Activities

At least 70% of the Group’s revenues are denominatedin US dollars, with approximately 60% of such currency
exposure “naturally hedged” by US dollar-denominated costs.
The remainder of costs is incurred primarily in euros, and to alesser extent, in pounds sterling. Consequently, to the extent
that the Group does not use ﬁnancial instruments to hedge its
net current and future exchange rate exposure from the time of acustomer order to the time of delivery, its proﬁts will be affectedby market changes in the exchange rate of the US dollar against
these currencies, and to a lesser extent, by market changes inthe exchange rate of pound sterling against the euro.
As the Group intends to generate proﬁts only from its operations
and not through speculation on foreign currency exchange
rate movements, the Group uses hedging strategies solely to
mitigate the impact of exchange rate ﬂuctuations on its EBIT*.

The table below sets forth the notional amount of foreign exchange hedges in place as of 31 December 2015, and the average
US dollar rates applicable to corresponding EBIT*.
2016

2017

2018

2019

2020+

Total

23.2

23.8

23.5

20.9

10.5

101.9

€-US$

1.32

1.30

1.25

1.26

1.25

£-US$

1.58

1.59

1.58

1.58

1.55

Total Hedges (in US$bn)
Forward Rates (in US$)For further information on the Group’s hedging strategies in response to its particular exposures as well as a description of its
current hedge portfolio, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 35.1: Information about
ﬁnancial instruments — Financial risk management.”

2.2 Financial Statements
The IFRS Consolidated Financial Statements and the Company
Financial Statements of Airbus Group SE for the year ended
31 December 2015, together with the related notes, appendicesand Auditors’ reports, shall be deemed to be incorporated inand form part of this Registration Document.
In addition, the English versions of the following documents
shall be deemed to be incorporated in and form part of this
Registration Document:
the IFRS Consolidated Financial Statements and theCompany Financial Statements of EADS N.V. for the year
ended 31 December 2013, together with the related notes,
appendices and Auditors’ reports, as incorporated byreference in the Registration Document ﬁled in English with,and approved by, the AFM on 4 April 2014 and ﬁled in English
with the Chamber of Commerce of The Hague; andQ
the IFRS Consolidated Financial Statements and theCompany Financial Statements of Airbus Group N.V. for theyear ended 31 December 2014, together with the related
notes, appendices and Auditors’ reports, as incorporated byreference in the Registration Document ﬁled in English with,Q

and approved by, the AFM on 16 April 2015 and ﬁled in English
with the Chamber of Commerce of The Hague.
Copies of the above-mentioned documents are available freeof charge upon request in English at the registered ofﬁce of
the Company and on www.airbusgroup.com (Investors &Shareholders > Publications > Annual Reports and Registration
Documents).
Copies of the above-mentioned Registration Documents are alsoavailable in English on the website of the AFM on www.afm.nl(Professionals > Registers > Approved prospectuses). The
above-mentioned ﬁnancial statements are also available in
English for inspection at the Chamber of Commerce of The
Hague.
The Company confirms that the reports of the auditors
incorporated by reference herein have been accurately
reproduced and that as far as the Company is aware and isable to ascertain from the information provided by the auditors,
no facts have been omitted which would render such reports
inaccurate or misleading.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 76 l

Registration Document 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2.4 Information Regarding the Statutory Auditors

2.3 Statutory Auditors’ Fees
With reference to Section 2:382a (1) and (2) of the Netherlands Civil Code, the following fees for the ﬁnancial years 2015 and 2014
have been charged by KPMG to the Company, its subsidiaries and other consolidated entities:
2015

2014

Amount in €K%

Amount in €K

%

66.5%

Audit
Audit process, certification and examination of individualand consolidated accounts

6,008

47.0%

5,812

Additional tasks(1)

6,160

48.2%

2,344

26.9%

Sub-total

12,168

95.2%

8,156

93.4%

Other services as relevant
Legal, tax, employment

608

4.8%

573

6.6%

Sub-total

608

4.8%

573

6.6%

12,776

100%

8,729

100%

Total
(1) Mainly transaction related work.

In 2015 and 2014, the Airbus Group was audited by KPMG only. Other audit ﬁrms, including EY, have audit fees related to audit
process, certiﬁcation and examination of individual and consolidated accounts of € 6 million in 2015 (2014: € 6 million).

2.4 Information Regarding the Statutory Auditors

KPMG Accountants N.V.
Laan van Langerhuize 1 — 1186 DS Amstelveen — The Netherlands
Represented by R.J. Aalberts

Date of first
appointment

Expiration of current
term of office(1)10 May 2000

On the day of the Annual General
Meeting of Airbus Group SE in 2016

(1) A resolution will be submitted to the Annual General Meeting of Shareholders to be held on 28 April 2016, in order to appoint Ernst & Young Accountants LLP as theCompany’s auditor for the 2016 financial year.

KPMG Accountants N.V. and its representative are registered with the NBA (Nederlandse Beroepsorganisatie van Accountants).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 77 l

2.

ChapterX
3.
FACTORSRISK

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 78 l

Registration Document 2015

General Description of theCompany and its Share Capital
3.1 General Description of the Company

80

3.1.1 Commercial and Corporate Names, Seat and Registered Ofﬁce

80

3.1.2 Legal Form

80

3.1.3 Governing Laws and Disclosures80

3.1.4 Date of Incorporation and Duration of the Company

82

3.1.5 Objects of the Company

82

3.1.6 Commercial and Companies Registry82

3.1.7 Inspection of Corporate Documents

82

3.1.8 Financial Year82

3.1.9 Allocation and Distribution of Income

83

3.1.10 General Meetings83

3.1.11 Disclosure of Holdings

84

3.1.12 Mandatory Disposal

86

3.1.13 Mandatory Offers

87

3.2 General Description of the Share Capital

87

3.2.1 Issued Share Capital87

3.2.2 Authorised Share Capital

87

3.2.3 Modiﬁcation of Share Capital or Rights Attached to the Shares88

3.2.4 Securities Granting Access to the Company’s Share Capital

89

3.2.5 Changes in the Issued Share Capital89

3.3 Shareholdings and Voting Rights

90

3.3.1 Shareholding Structure at the end of 201590

3.3.2 Relationships with Principal Shareholders

91

3.3.3 Form of Shares

94

3.3.4 Changes in the Shareholding of the Company

95

3.3.5 Persons Exercising Control over the Company

95

3.3.6 Simpliﬁed Group Structure Chart

95

3.3.7 Purchase by the Company of its Own Shares97

3.4 Dividends

99

3.4.1 Dividends and Cash Distributions Paid

99

3.4.2 Dividend Policy of the Company

99

3.4.3 Unclaimed Dividends

99

3.4.4 Taxation

100

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 79 l

3.

General Description of the Company and its Share Capital
3.1 General Description of the Company

3.1 General Description of the Company
3.1.1

Commercial and Corporate Names, Seat and Registered Ofﬁce

Commercial Name: Airbus Group

Seat (statutaire zetel): Amsterdam

Statutory Name: Airbus Group SE

Tel: +31 (0)71,5245,600

Registered Office: Mendelweg 30, 2333 CS Leiden,
The Netherlands

Fax: +31 (0)71,5232,807

3.1.2

Legal Form

The Company is a European public company (Societas Europaea), with its seat in Amsterdam, The Netherlands and registeredwith the Dutch Commercial Register (Handelsregister) under number 24288945. As a company operating worldwide, the Company
is subject to, and operates under, the laws of each country in which it conducts business.

3.1.3

Governing Laws and Disclosures

The Company is governed by the laws of the Netherlands(in particular Book 2 of the Dutch Civil Code) and by its Articles
of Association (the “Articles of Association”).

with the relevant competent market authority. The Company
must then ensure that Regulated Information remains publicly
available for at least ten years.

The Company is subject to various legal provisions of the Dutch
Financial Supervision Act (Wet op het financieel toezicht) (the“WFT”). In addition, given the fact that its shares are admitted
for trading on a regulated market in France, Germany and Spain,
the Company is subject to certain laws and regulations in thesethree jurisdictions. A summary of the main regulations applicableto the Company in relation to information to be made publicin these three jurisdictions, as well as the Netherlands, is set
out below.

Finally, Regulated Information must be made available for central
storage by a mechanism that is ofﬁcially designated by theCompany’s home Member State.

3.1.3.1

Periodic Disclosure Obligations

Pursuant to Directive 2004 / 109 / EC on the harmonisationof transparency requirements in relation to information about
issuers whose securities are admitted to trading on a regulated
market (as amended, the “Transparency Directive”), theCompany is required to disclose certain periodic and on-going
information (the “Regulated Information”).
Pursuant to the Transparency Directive, the Company must
disseminate such Regulated Information throughout theEuropean Community in a manner ensuring fast access to suchinformation on a non-discriminatory basis. For this purpose,
the Company may use a professional service provider (wire). In
addition, Regulated Information must be ﬁled at the same time

Dutch Regulations
For the purpose of the Transparency Directive, supervision of theCompany is effected by the Member State in which it maintains
its corporate seat, which is the Netherlands. The competentmarket authority that assumes ﬁnal responsibility for supervisingcompliance by the Company in this respect is the AFM.
Under the Transparency Directive as implemented under Dutch
law, the Company is subject to a number of periodic disclosure
requirements, such as:
publishing an Annual Financial Report, together with an audit
report drawn up by the Statutory Auditors, within four months
after the end of each ﬁnancial year; andQpublishing a semi-Annual Financial Report, within threemonths after the end of the ﬁrst six months of the ﬁnancial year.
Q

In addition, the Company must ﬁle with the AFM, within ﬁve days
following their adoption by the Company’s shareholders, its
audited annual ﬁnancial statements (including the consolidatedones), the management report, the Auditors’ report and otherinformation related to the ﬁnancial statements.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 80 l

Registration Document 2015
General Description of the Company and its Share Capital
3.1 General Description of the Company

French Regulations
In accordance with the requirement set forth in the Transparency
Directive to disseminate Regulated Information throughout theEuropean Community, the Company is required to provide
simultaneously in France the same information as that provided
abroad.

German Regulations
Due to the listing of the Company’s shares in the Prime Standard
sub-segment of the Regulated Market (regulierter Markt) of theFrankfurt Stock Exchange, the Company is subject to certain
post-listing obligations as described below. The Company isincluded inter alia in the selection index MDAX, the MidCap
index of Deutsche Börse AG.
Pursuant to the Exchange Rules (Börsenordnung) of theFrankfurt Stock Exchange, the Company is required to publish
consolidated annual and semi-annual ﬁnancial statements aswell as quarterly reports which may be prepared in English
only. In addition, pursuant to the Exchange Rules, the Company
is required to publish a ﬁnancial calendar at the beginning ofeach ﬁnancial year in German and English. The Company isalso required to hold an analysts’ meeting at least once per
year in addition to the press conference regarding the annual
ﬁnancial statements.

Spanish Regulations
In accordance with the requirement set forth in the Transparency
Directive to disseminate Regulated Information throughout theEuropean Community, the Company is required to provide
simultaneously in Spain the same information as that provided
abroad.

3.1.3.2

Ongoing Disclosure Obligations

Pursuant to the Transparency Directive, Regulated Information
includes in particular “inside information” as deﬁned pursuant
to Article 6 of Directive 2003 / 6 / EC on insider dealing andmarket manipulation (the “Market Abuse Directive”). Suchinformation must be disseminated throughout the European
Community (see introduction to section “— 3.1.3.1 Periodic
Disclosure Obligations”).
Inside information consists of information of a precise nature
which has not been made public that relates, directly or
indirectly, to one or more issuers of ﬁnancial instruments or
to one or more ﬁnancial instruments and which, if it weremade public, would be likely to have a signiﬁcant effect on theprices of those ﬁnancial instruments or on the price of related
derivative ﬁnancial instruments.
Inside information must be disclosed to the markets as soon as
possible. However, an issuer may under its own responsibility
delay the public disclosure of inside information so as not toprejudice its legitimate interests provided that such omission

would not be likely to mislead the public and provided that theissuer is able to ensure the conﬁdentiality of that information.

Dutch Regulations
Following the implementation of the Transparency Directive
into Dutch law, the Company must publicly disclose RegulatedInformation and also ﬁle Regulated Information with the AFM,
which will keep all relevant Regulated Information in a publicly
available register. The Company will, whenever it discloses
inside information pursuant to applicable mandatory law aspart of the Regulated Information, disclose and disseminate
throughout the European Community any such information.
Under Dutch law, the Company must also publish any change
in the rights attached to its shares, as well as any changes in
the rights attached to any rights issued by the Company toacquire Airbus Group shares.

French Regulations
Any inside information as deﬁned above will be disclosed in
France by means of dissemination throughout the European
Community, as it is organised under Dutch law implementing
the Transparency Directive so as to provide simultaneously inFrance equivalent information to that provided abroad.

German Regulations
Any inside information as deﬁned above will be disclosed inGermany by means of dissemination throughout the European
Community, as it is organised under Dutch law implementing
the Transparency Directive so as to provide simultaneously
in Germany equivalent information to that provided abroad.

Spanish Regulations
Pursuant to the Spanish restated securities market law dated
23 October 2015 (the “Spanish Securities Market Act”), theCompany is required to make public, as soon as possible, any
fact or decision that may substantially affect the quotation ofits shares (“Relevant Event”). Any Relevant Event must be
notiﬁed to the CNMV simultaneously with its diffusion by anyother means, as soon as the relevant fact is known, the relevant
decision has been made or, the relevant agreement has been
executed, as the case may be. The Company may, under its
own responsibility, delay the publication of any Relevant Event
if it considers that such publication damages its legitimate
interests, provided that such lack of publication does not mislead
the public and that the Company is in a position to guarantee
the conﬁdentiality of the relevant information. Nonetheless, theCompany will immediately inform the CNMV should it decideto delay the publication of any Relevant Event. Furthermore,pursuant to the Spanish Securities Act, the Company must
post details of any Relevant Event on its website. The Company
must try to ensure that the relevant information is disclosed
simultaneously to all types of investors in the Member Statesof the European Union where it is listed.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 81 l3.

General Description of the Company and its Share Capital
3.1 General Description of the Company

Pursuant to the Spanish securities rules and regulations, theCompany is also required to make available to shareholders
and ﬁle a Corporate Governance Report with the CNMV in the

3.1.4

Spanish language or in a language customary in the sphere ofinternational ﬁnance on an annual basis.

Date of Incorporation and Duration of the Company

The Company was incorporated on 29 December 1998 for an unlimited duration.

3.1.5

Objects of the Company

Pursuant to its Articles of Association, the objects of theCompany are to hold, co-ordinate and manage participations
or other interests and to finance and assume liabilities,
provide for security and/or guarantee debts of legal entities,

3.1.6

partnerships, business associations and undertakings thatare involved in:
the aeronautic, defence, space and/or communicationindustry; orQactivities that are complementary, supportive or ancillary
thereto.
Q

Commercial and Companies Registry

The Company is registered with the Dutch Commercial Register (Handelsregister) under number 24288945.

3.1.7

Inspection of Corporate Documents

The Articles of Association are available for inspection in Dutchat the Chamber of Commerce.
In France, the Articles of Association are available at theoperational headquarters of Airbus Group (2, rond-point Emile
Dewoitine, 31700 Blagnac, France, Tel.: +33 5 81 31 75 00).

3.1.8

In Germany, the Articles of Association are available at theMunich ofﬁce of Airbus Group (Willy-Messerschmitt-Strasse
1, 82024 Taufkirchen, Germany, Tel.: +49 89 60 70).
In Spain, the Articles of Association are available at the CNMV
and at the Madrid ofﬁce of Airbus Group (Avenida de Aragón
404, 28022 Madrid, Spain, Tel.: +34 91,585 70 00).

Financial YearThe ﬁnancial year of the Company starts on 1 January and ends on 31 December of each year.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 82 l

Registration Document 2015
General Description of the Company and its Share Capital
3.1 General Description of the Company

3.1.9

Allocation and Distribution of Income

3.1.9.1

Dividends

The Board of Directors shall determine which part of the proﬁts
of the Company shall be attributed to reserves. The remaining
distributable proﬁt shall be at the disposal of the Shareholders’Meeting.
The Shareholders’ Meeting may resolve (if so proposed by the
Board of Directors) that all or part of a distribution on sharesshall be paid in Airbus Group shares or in the form of assets
as opposed to cash.
The declaration of a dividend, an interim dividend or another
distribution to the shareholders shall be made known to themwithin seven days after such declaration. Declared dividends,
interim dividends or other distributions shall be payable on suchdate(s) as determined by the Board of Directors.

Dividends, interim dividends and other distributions on sharesshall be paid by bank transfer to the bank or giro accounts
designated in writing to the Company by, or on behalf of,shareholders at the latest 14 days after their announcement.
The persons entitled to a dividend, interim dividend or other
distribution shall be the shareholders as at a record date to be
determined by the Board of Directors for that purpose, whichdate may not be a date prior to the date on which such dividend,interim dividend or other distribution is declared.

3.1.9.2

Liquidation

In the event of the dissolution and liquidation of the Company,
the assets remaining after payment of all debts and liquidation
expenses shall be distributed amongst the holders of the sharesin proportion to their shareholdings.

3.1.10 General Meetings
3.1.10.1 Calling of Meetings
Shareholders’ Meetings are held as often as the Board of
Directors deems necessary, when required under the Dutch
Civil Code (as a result of a decrease of the Company’s equity
to or below half of the Company’s paid up and called up capital)
or upon the request of shareholders holding, individually or
together, at least 10% of the total issued share capital of theCompany. The Annual General Meeting of Shareholders of theCompany is held within six months of the end of the ﬁnancial
year.
The Board of Directors must give notice of Shareholders’Meetings through publication of a notice on the Company’s
website (www.airbusgroup.com), which will be directly andpermanently accessible until the Shareholders’ Meeting. The
Company must comply with the statutory rules providing fora minimum convening period, which currently require at least
42 days of notice. The convening notice must state the items
required under Dutch law.

statutory threshold (which is currently 3% of the issued sharecapital) have requested in writing to be put on the agenda for
a General Meeting of Shareholders shall be included in theconvening notice or shall be announced in the same fashion,
if the substantiated request or a proposal for a resolution isreceived by the Company no later than the 60th day before thegeneral meeting. When exercising the right to put a matter on theagenda for a General Meeting of Shareholders, the respective
shareholder or shareholders are obliged to disclose their fulleconomic interest to the Company. The Company must publish
such disclosure on its website.
A request as referred to in the preceding paragraph may only
be made in writing. The Board of Directors can decide that in“writing” is understood to include a request that is recorded
electronically.

3.1.10.2 Right to Attend Shareholders’ Meetings

Shareholders’ Meetings are held in Amsterdam, The Hague,
Rotterdam or Haarlemmermeer (Schiphol Airport). The Boardof Directors may decide that Shareholders’ Meetings may
be attended by means of electronic or video communication
devices from the locations mentioned in the convening notice.

Each holder of one or more shares may attend Shareholders’Meetings, either in person or by written proxy, speak andvote according to the Articles of Association. See “— 3.1.10.4
Conditions of Exercise of Right to Vote”. However, under (andsubject to the terms of) the Articles of Association these rights
may be suspended under circumstances.

The Board of Directors must announce the date of the Annual
General Meeting of Shareholders at least ten weeks before theMeeting. A matter which one or more shareholders or otherparties with meeting rights collectively representing at least the

The persons who have the right to attend and vote at
Shareholders’ Meetings are those who are so on record in aregister designated for that purpose by the Board of Directors
on the registration date referred to in the Dutch Civil Code which

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 83 l3.

General Description of the Company and its Share Capital
3.1 General Description of the Company

is currently the 28th day prior to the day of the Shareholders’Meeting (the “Registration Date”), irrespective of who may beentitled to the shares at the time of that meeting.
As a prerequisite to attending the Shareholders’ Meeting and to
casting votes, the Company, or alternatively an entity or person
so designated by the Company, should be notiﬁed in writingby each holder of one or more shares and those who derive
the aforementioned rights from these shares, not earlier thanthe Registration Date, of the intention to attend the meeting inaccordance with the relevant convening notice.
Shareholders holding their Airbus Group shares throughEuroclear France SA who wish to attend general meetings will
have to request from their ﬁnancial intermediary or accountholder
an admission card and be given a proxy to this effect fromEuroclear France SA in accordance with the relevant convening
notice. For this purpose, a shareholder will also be able torequest that its shares be registered directly (and not throughEuroclear France SA) in the register of the Company. However,
only shares registered in the name of Euroclear France SA may
be traded on stock exchanges.
In order to exercise their voting rights, the shareholders will
also be able, by contacting their financial intermediary or
accountholder, to give their voting instructions to Euroclear
France SA or to any other person designated for this purpose,as speciﬁed in the relevant convening notice.
Pursuant to its Articles of Association, the Company may provide
for electronic means of attendance, speaking and voting at the
Shareholders’ Meetings. The use of such electronic means will
depend on the availability of the necessary technical means
and market practice.

3.1.10.3 Majority and Quorum
All resolutions are adopted by means of a simple majority ofthe votes cast except when a qualiﬁed majority is prescribedby the Articles of Association or by Dutch law. No quorum
is required for any Shareholders’ Meeting to be held except
as required under applicable law for a very limited number ofresolutions of an extraordinary nature. Dutch law requires a
special majority for the passing of certain resolutions: inter alia,
capital reduction, exclusion of pre-emption rights in connection
with share issues, statutory mergers or statutory de-mergers;
the passing of such resolutions requires a majority of two-thirdsof the votes cast if 50% of the share capital with voting rights
is not present at the Shareholders’ Meeting (or otherwise a
simple majority). In addition, resolutions to amend the Articles
of Association or to dissolve the Company may only be adopted
with a majority of at least two-thirds of the valid votes cast at a
Shareholders’ Meeting, whatever the quorum present at suchmeeting, and resolutions to amend certain provisions of the
Articles of Association may only be adopted with a majority ofat least 75% of the valid votes cast at a Shareholders’ Meeting,whatever the quorum present at such meeting.

3.1.10.4 Conditions of Exercise of Right to Vote
In all Shareholders’ Meetings, each shareholder has one votein respect of each share it holds. The major shareholders of theCompany – as set forth in “— 3.3.2 Relationships with Principal
Shareholders” – do not enjoy different voting rights from thoseof the other shareholders.
A shareholder whose shares are subject to a pledge or usufruct
shall have the voting rights attaching to such shares unlessotherwise provided by law or by the Articles of Association orif, in the case of a usufruct, the shareholder has granted voting
rights to the usufructuary. Pursuant to the Articles of Associationand subject to the prior consent of the Board of Directors, apledgee of shares in the Company may be granted the right tovote in respect of such pledged shares.
According to the Articles of Association, no vote may be castat the General Meeting on a share that is held by the Company
or a subsidiary, nor for a share in respect of which one of themholds the depository receipts. Usufructuaries and pledgees ofshares that are held by the Company or its subsidiaries are,however, not excluded from their voting rights, in case the rightof usufruct or pledge was vested before the share was held by
the Company or its subsidiary.

3.1.11 Disclosure of Holdings
Pursuant to the WFT, any person who, directly or indirectly,
acquires or disposes of an interest in the capital or voting rightsof the Company must immediately give written notice to the AFM
by means of a standard form, if, as a result of such acquisition
or disposal, the percentage of capital interest or voting rights
held by such person meets, exceeds or falls below the following
thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%. Any person whose interest in the capital or
voting rights of the Company meets, exceeds or falls below one

or several of the above-mentioned thresholds due to a change in
Airbus Group’s outstanding capital, or in voting rights attachedto the shares as notiﬁed to the AFM by the Company, should
notify the AFM no later than the fourth trading day after the AFM
has published the notiﬁcation by the Company. Among otherthings, the Company is required to notify the AFM immediately
if its outstanding share capital or voting rights have changed by
1% or more since the Company’s previous notiﬁcation.

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Registration Document 2015
General Description of the Company and its Share Capital
3.1 General Description of the Company

If at the end of a calendar year the composition of a shareholder’sholding differs from its previous disclosure as a result of theconversion of certain types of securities or following the exerciseof rights to acquire voting rights, this shareholder must thenprovide an update of its previous disclosure within four weeksof the end of each calendar year by giving written notice thereof
to the AFM. The disclosures are published by the AFM on its
website (www.afm.nl).
Pursuant to the Articles of Association, shareholders must notify
the Company when meeting or crossing the thresholds above.
The Articles of Association also contain disclosure obligations
for shareholders that apply when their interests in the Company
reach or cross certain thresholds.
Under the Articles of Association, the disclosure obligationsof shareholders are enhanced in several ways beyond what isrequired under the WFT, including by requiring the disclosureof additional information, tying the disclosure obligations toa broader range of interests in the capital or voting rights of
the Company and by requiring a shareholder to notify theCompany if his or her interest reaches, exceeds or falls below
the Mandatory Disposal Threshold (as deﬁned below) or if theinterest of a shareholder (alone or a member of a concert) which
is above such Mandatory Disposal Threshold changes in its
composition, nature and/or size.
Failure to comply with the legal obligation to notify a change inshareholding under the WFT is a criminal offence punishable
by criminal and administrative penalties as well as civil law
penalties, including the suspension of voting rights. Failure tocomply with a notiﬁcation under the Articles of Association canlead to a suspension of meeting and voting rights.

Disclosure Requirements for Membersof the Board of Directors and the Executive
Committee
Disclosure of Holdings
In addition to the requirements under the WFT regarding thedisclosure of holdings in case the speciﬁed thresholds are met
or exceeded or if holdings fall below these thresholds, Membersof the Board of Directors must report to the AFM the numberof shares in the Company and attached voting rights(1) held byhim or an entity controlled by him, within two weeks following
his appointment as Director, whether or not such shareholdings
meet or exceed any of the speciﬁed thresholds. Subsequently,
any Member of the Board of Directors is required to notify the
AFM of any changes in such number of shares in the Company
and attached voting rights.

Disclosure of Transactions Carried Out
on Any Securities Issued by the Company
Based on the WFT, certain persons discharging managerial orsupervisory responsibilities within the Company and, whereapplicable, persons closely associated with them (together“Insiders”, as deﬁned below), are required to notify the AFM
within ﬁve trading days of all transactions conducted for theirown account involving shares of the Company, or derivatives
or other ﬁnancial instruments related to such shares, unless theaggregate amount of such transactions does not exceed € 5,000
in respect of all transactions in a calendar year.
“Insiders” for the Company include (i) Members of the Board of
Directors and the Group Executive Committee of the Company,(ii) persons closely associated with any person mentioned undercategory (i) (including their spouses, life partners or any partner
considered by national law as equivalent to the spouse, blood
relatives, dependent children and other relatives who haveshared the same household), and (iii) legal entities, trusts orpartnerships whose managerial responsibilities are discharged
by any person referred to in categories (i) or (ii) or which are
directly or indirectly controlled by such a person, or that havebeen set up for the beneﬁt of such a person, or whose economic
interests are substantially equivalent to those of such a person.
According to the German Securities Trading Act, persons withsigniﬁcant managerial responsibility within the Company (i.e. for
the Company, the Members of the Board of Directors and of theGroup Executive Committee), or the persons closely associatedwith them, must disclose transactions conducted for their own
account involving shares of the Company or ﬁnancial instrumentsthat relate to those shares, especially derivatives. These persons
have to notify the Company and the German Federal Financial
Supervisory Authority of the transactions within ﬁve trading
days unless the aggregate amount of such transactions does
not exceed € 5,000 in respect of all transactions in a calendar
year. Since implementation of the Transparency Directive into
German law on 20 January 2007, the Company is no longer
required to publish such notiﬁcations on its website or in a
German supra-regional mandatory stock exchange newspaper.
The Company has adopted speciﬁc internal insider trading rules(the “Insider Trading Rules”) in order to ensure compliance withthe above requirements and with other share trading regulations
applicable in the Netherlands, France, Germany and Spain. The
Insider Trading Rules are available on the Company’s website,and provide in particular that: (i) all employees and Directors
are prohibited from conducting transactions in the Company’s
shares or stock options if they have inside information, and(ii) certain persons are only allowed to trade in the Company’s
shares or stock options within very limited periods and havespeciﬁc information obligations to the ITR Compliance Ofﬁcer(1) In this context, the term “shares” also includes for example depositary receipts for shares and rights resulting from an agreement to acquire shares or depositary
receipts for shares, speciﬁcally call options, warrants, and convertible bonds. Equally, the term “voting rights” also includes actual or contingent rights to voting
rights (e.g., embedded in call options, warrants or convertible bonds).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 85 l3.

General Description of the Company and its Share Capital
3.1 General Description of the Companyof the Company and the competent ﬁnancial market authorities
with respect to certain transactions. The ITR Compliance Ofﬁcer
is responsible for the implementation of the Insider Trading Rules
and for reporting to the AFM.

Pursuant to the WFT, the Company must maintain a list of
all persons working for it by virtue of a labour relationshipor otherwise, who may have access to inside information.
Equivalent requirements exist under French, German andSpanish law.

3.1.12 Mandatory Disposal
3.1.12.1 Mandatory Disposal Threshold
Restricting Ownership to 15%
The Articles of Association prohibit any shareholder from holding
an interest of more than 15% of the share capital or voting rightsof the Company, acting alone or in concert with others (the“Mandatory Disposal Threshold”). An interest (“Interest”)
includes not only shares and voting rights, but also other
instruments that cause shares or voting rights to be deemed
to be at someone’s disposal pursuant to theWFT, and must be
notiﬁed to the Dutch regulator, the AFM, if certain thresholds
are reached or crossed. Any shareholder having an interest of
more than the Mandatory Disposal Threshold must reduce its
interest below the Mandatory Disposal Threshold, for instanceby disposing of its Excess Shares, within two weeks. The same
applies to concerts of shareholders and other persons who
together hold an interest exceeding the Mandatory Disposal
Threshold. Should such shareholder or concert not comply withnot exceeding the 15% Mandatory Disposal Threshold by theend of such two-week period, their Excess Shares would betransferred to a Dutch law foundation (“Stichting”), which can,and eventually must, dispose of them.
The Dutch law foundation would issue depositary receipts to therelevant shareholder in return for the Excess Shares transferredto the foundation, which would entitle the relevant shareholder tothe economic rights, but not the voting rights, attached to such
Airbus Group shares. The foundation’s Articles of Associationand the terms of administration governing the relationshipbetween the foundation and the depositary receipt holders
provide, inter alia, that:the Board Members of the foundation must be independent
from the Company, any grandfathered persons and their
afﬁliates (see “— 3.1.12.2 Exemptions from Mandatory Disposal
Threshold”) and any holder of depositary receipts and their
afﬁliates (there is an agreement under which the Company
will, inter alia, cover the foundation’s expenses and indemnify
the Board Members against liability);Q
the Board Members are appointed (except for the initial Board
Members who were appointed at incorporation) and dismissedby the Management Board of the foundation (the Company
may however appoint one Board Member in a situation where
there are no foundation Board Members);Q
the foundation has no discretion as to the exercise of voting
rights attached to any Airbus Group shares held by it and will inQa mechanical manner vote to reﬂect the outcome of the votes
cast (or not cast) by the other shareholders, and the foundation
will distribute any dividends or other distributions it receives
from the Company to the holders of depositary receipts; andQ
no transfer of a depositary receipt can be made without theprior written approval of the foundation’s board.
For any shareholder or concert, the term “Excess Shares”,
as used above, refers to such number of shares comprisedin the interest of such shareholder or concert exceeding the
Mandatory Disposal Threshold which is the lesser of: (a) the
shares held by such shareholder or concert which represent a
percentage of the Company’s issued share capital that is equal
to the percentage with which the foregoing interest exceeds
the Mandatory Disposal Threshold; and (b) all shares held bysuch person or concert.
This restriction is included in the Articles of Association to reﬂect
the Company’s further normalised governance going forward
aiming at a substantial increase of the free ﬂoat and to safeguard
the interests of the Company and its stakeholders (including all
its shareholders), by limiting the possibilities of inﬂuence above
the level of the Mandatory Disposal Threshold or takeovers otherthan a public takeover offer resulting in a minimum acceptanceof 80% of the share capital referred to below.

3.1.12.2 Exemptions from Mandatory Disposal
Threshold
The restrictions pursuant to the Mandatory Disposal Thresholdunder the Articles of Association do not apply to a person who
has made a public offer with at least an 80% acceptance(including any Airbus Group shares already held by such
person). These restrictions also have certain grandfathering
exemptions for the beneﬁt of shareholders and concerts holding
interests exceeding the Mandatory Disposal Threshold on thedate that the current Articles of Association entered into force(the “Exemption Date”).
Different grandfathering regimes apply to such shareholders andconcerts depending on the interests and the nature thereof heldby each such shareholder or concert on the Exemption Date.
The Company has conﬁrmed that (i) the speciﬁc exemption in
Article 16.1.b of the Articles of Association applies to Sogepa,
as it held more than 15% of the outstanding Company voting

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 86 l

Registration Document 2015
General Description of the Company and its Share Capital
3.2 General Description of the Share Capitalrights and shares including the legal and economic ownershipthereof on the Exemption Date and (ii) the speciﬁc exemption
in Article 16.1.c applies to the concert among Sogepa, GZBVand SEPI, as they held more than 15% of the outstanding
Company voting rights and shares including the legal andeconomic ownership thereof on the Exemption Date.

3.1.13 Mandatory Offers
3.1.13.1 Takeover Directive
The Directive 2004 / 25 / EC on takeover bids (the “Takeover
Directive”) sets forth the principles governing the allocation oflaws applicable to the Company in the context of a takeover bid
for the shares of the Company. The Takeover Directive refers to
the rules of the Netherlands and the rules of the European Union
Member State of the competent authority that must be chosen
by the Company from among the various market authorities
supervising the markets where its shares are listed.
For the Company, matters relating to, inter alia, the consideration
offered in the case of a bid, in particular the price, and mattersrelating to the bid procedure, in particular the information on
the offeror’s decision to make a bid, the contents of the offer
document and the disclosure of the bid, shall be determinedby the laws of the European Union Member State having thecompetent authority, which will be selected by the Company
at a future date.
Matters relating to the information to be provided to theemployees of the Company and matters relating to company
law, in particular the percentage of voting rights which confers
control and any derogation from the obligation to launch abid, the conditions under which the Board of Directors of theCompany may undertake any action which might result in thefrustration of the bid, the applicable rules and the competentauthority will be governed by Dutch law (see “— 3.1.13.2 Dutch
Law”).

3.1.13.2 Dutch Law
In accordance with the Dutch act implementing the Takeover
Directive (the “Takeover Act”), shareholders are required tomake an unconditional public offer for all issued and outstanding
shares in the Company’s share capital if they — individually or
acting in concert (as such term is deﬁned in the Takeover Act),
directly or indirectly — have 30% or more of the voting rights(signiﬁcant control) in the Company. In addition to the otheravailable exemptions that are provided under Dutch law, therequirement to make a public offer does not apply to persons,
who at the time the Takeover Act came into force, already held
– individually or acting in concert – 30% or more of the voting
rights in the Company. In the case of such a concert, a new
Member of the concert can be exempted if it satisﬁes certain
conditions.

3.2 General Description of the Share Capital
3.2.1

Issued Share Capital

As of 31 December 2015, the Company’s issued share capital amounted to € 785,344,784, consisting of 785,344,784 fully paid-up
shares of a nominal value of € 1 each.

3.2.2 Authorised Share Capital
As of 31 December 2015, the Company’s authorised share capital amounted to € 3 billion, consisting of 3,000,000,000 sharesof € 1 each.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 87 l

3.

General Description of the Company and its Share Capital
3.2 General Description of the Share Capital

3.2.3 Modiﬁcation of Share Capital or Rights Attached to the Shares
The Shareholders’ Meeting has the power to authorise theissuance of shares. The Shareholders’ Meeting may also
authorise the Board of Directors for a period of no more thanﬁ ve years, to issue shares and to determine the terms andconditions of share issuances.
Holders of shares have a pre-emptive right to subscribe for any
newly issued shares in proportion to the aggregate nominal
value of shares held by them, except for shares issued forconsideration other than cash and shares issued to employeesof the Company or of a Group company. For the contractual
position as to pre-emption rights, see “— 3.3.2 Relationships
with Principal Shareholders”.
The Shareholders’ Meeting also has the power to limit or to
exclude pre-emption rights in connection with new issues ofshares, and may authorise the Board of Directors for a periodof no more than ﬁve years, to limit or to exclude pre-emption
rights. All resolutions in this context must be approved by a
two-thirds majority of the votes cast during the Shareholders’Meeting in the case where less than half of the capital issued ispresent or represented at said meeting. However, the Articles
of Association provide that a 75% voting majority is required
for any shareholders’ resolution to issue shares or to grantrights to subscribe for shares if the aggregate issue price is inexcess of € 500,000,000 per share issuance, and no preferential
subscription rights exist in respect thereof. The same voting
majority requirement applies if the Shareholders’ Meeting
wishes to designate the Board of Directors to have the authority
to resolve on such share issuance or granting of rights.
Pursuant to the shareholders’ resolutions adopted at theAGM held on 27 May 2015, the powers to issue shares andto grant rights to subscribe for shares which are part of theCompany’s authorised share capital and to limit or exclude
preferential subscription rights for existing shareholders havebeen delegated to the Board of Directors for the purpose of:
1. employee share ownership plans, provided that such
powers shall be limited to 0.1% of the Company’s authorised
share capital; and2. funding the Company and its Group companies, provided
that such powers shall be limited to 0.3% of the Company’s
authorised share capital.

subscription right (by virtue of Dutch law, or because it has
been excluded by means of a resolution of the competent
corporate body) and (ii) for an aggregate issue price in excessof € 500 million per share issuance.
At the AGM held on 27 May 2015, the Board of Directors was
authorised, for a period of 18 months from the date of such AGM,
to repurchase shares of the Company, by any means, including
derivative products, on any stock exchange or otherwise, aslong as, upon such repurchase, the Company would not holdmore than 10% of the Company’s issued share capital, and at
a price per share not less than the nominal value and not morethan the higher of the price of the last independent trade andthe highest current independent bid on the trading venues of theregulated market of the country in which the purchase is carriedout. In addition, and without prejudice to this authorisation, theBoard of Directors was also authorised to repurchase up to 10%of the Company’s issued share capital for a period of 18 months
as of the date of the AGM held on 27 May 2015, at a price notless than the nominal value and at most 85 euros per share.
The Shareholders’ Meeting may reduce the issued share capitalby cancellation of shares, or by reducing the nominal valueof the shares by means of an amendment to the Articles of
Association. The cancellation of shares requires the approval ofa two-thirds majority of the votes cast during the Shareholders’Meeting in the case where less than half of the capital issued ispresent or represented at said meeting; the reduction of nominal
value by means of an amendment to the Articles of Association
requires the approval of a two-thirds majority of the votes castduring the Shareholders’ Meeting (unless the amendment to
the Articles of Association also concerns an amendment which
under the Articles of Association requires a 75% voting majority).
At the AGM held on 27 May 2015, the Board of Directors andthe Chief Executive Ofﬁcer were authorised, with powers of
substitution, to implement a cancellation of shares held or
repurchased by the Company, including the authorisation
to establish the exact number of the relevant shares thus
repurchased to be cancelled.
The Company launched on 30 October 2015 € 1 billion sharebuyback for completion by 30 June 2016 (please refer to the“Notes to the IFRS consolidated ﬁnancial statements — Note 32:
Total equity” for further information).

Such powers have been granted for a period expiring at the
AGM to be held in 2016, and shall not extent to issuing shares or
granting rights to subscribe for shares (i) if there is no preferential

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Registration Document 2015
General Description of the Company and its Share Capital
3.2 General Description of the Share Capital

3.2.4 Securities Granting Access to the Company’s Share Capital
Except for stock options granted for the subscription of the Company’s shares (See “— Corporate Governance — 4.3.3 Long-Term
Incentive Plans” and “Notes to the IFRS Consolidated Financial Statements — Note 30: Share-based payment”) and convertible
bonds (See “Notes to the IFRS Consolidated Financial Statements — Note 34.3 Financial liabilities”), there are no securities thatgive access, immediately or over time, to the share capital of the Company.
The table below shows the total potential dilution that would occur if all the stock options issued as of 31 December 2015 were
exercised:

Total number of Company shares issued as of 31 December 2015

Number ofsharesPercentage ofdiluted capital

Number of
voting rights

Percentage ofdiluted voting
rights(1)785,344,784

99.331%

785,344,784

99.331%

Total number of Company shares which may be issued
following exercise of stock options

264,500

0.034%

264,500

0.034%

Total number of bonds convertible into Company shares
which may be issued

5,022,990

0.635%

5,022,990

0.635%

790,632,274

100%

790,632,274

100%

Total potential Company share capital(1) The potential dilutive effect on capital and voting rights of the exercise of these stock options may be limited as a result of the Company’s share purchase programmes
and in the case of subsequent cancellation of repurchased shares. See “— 3.3.7.1 Dutch law and information on share repurchase programmes”.

3.2.5 Changes in the Issued Share Capital

Nominal
value
per
share

Numberof shares
issued /cancelledTotal
numberof issued
shares after
Premium(1) transaction

Total issued
capital after
transaction

Date

Nature of Transaction

20 June 2013

Cancellation of shares upon authorisation grantedby the Extraordinary General Meeting held on
27 March 2013

€1

47,648,691-

779,719,254€ 779,719,254

29 July 2013

Issue of shares for the purpose of an employee offering€12,113,245€ 57,580,650

781,832,499€ 781,832,499

Cancellation of shares upon authorisation grantedby the Extraordinary General Meeting held on
27 September 2013 27 March 2013

€1

3,099,657-

778,732,842€ 778,732,842

Cancellation of shares upon authorisation grantedby the Annual Shareholders’ Meeting held on
27 September 2013 29 May 2013

776,283,958 € 776,283,958€1

2,448,884-

In 2013

Issue of shares following exercise of options granted
to employees(2)€16,873,677€ 176,017,918

783,157,635€ 783,157,635

In 2014Issue of shares following exercise of options granted
to employees(2)€11,871,419€ 50,619,684

784,780,585€ 784,780,585

In 2015

Cancellation of shares upon authorisation grantedby the Annual Shareholders’ Meeting held on
27 May 2015

€12,885,243-

785,333,784€ 785,333,784

In 2015

Issue of shares following exercise of options granted
to employees(2)€11,910,428-

785,344,784€ 785,344,784(1) The costs (net of taxes) related to the initial public offering of the shares of the Company in July 2000 have been offset against share premium for an amount of € 55,849,772.
(2) For information on stock option plans under which these options were granted to the Company’s employees, see “— Corporate Governance — 4.3.3 Long-Term Incentive Plans”.

In 2015, the Group’s employees exercised 1,910,428 stock options granted to them through the Stock Option Plans launched by
the Company. As a result, 1,910,428 new shares were issued in the course of 2015.
During 2015, (i) the Company repurchased in aggregate 4,078,346 shares and (ii) 2,885,243 treasury shares were cancelled.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 89 l

3.

General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

3.3 Shareholdings and Voting Rights
3.3.1

Shareholding Structure at the end of 2015

As of 31 December 2015, the French State held 10.93% of theoutstanding Company shares through Société de Gestion deParticipations Aéronautiques (“Sogepa”), the German State
held 10.91% through Gesellschaft zur Beteiligungsverwaltung
GZBV mbH & Co. KG (“GZBV”), a subsidiary of Kreditanstalt fürWiederaufbau (“KfW”), a public law institution serving domestic
and international policy objectives of the Government of theFederal Republic of Germany, and the Spanish State held
4.12% through Sociedad Estatal de Participaciones Industriales(“SEPI”). The public (including the Group’s employees) andthe Company held, respectively, 73.85% and 0.19% of theCompany’s share capital.
The diagram below shows the ownership structure of theCompany as of 31 December 2015 (% of capital and of voting
rights (in parentheses) before exercise of outstanding stock
options granted for the subscription of Airbus Group shares).
See “— Corporate Governance — 4.3.3 Long-Term Incentive
Plans”.

OWNERSHIP STRUCTURE OF AIRBUS GROUP SE AS OF 31 DECEMBER 2015

FRENCHSTATEGERMANSTATE

SPANISHSTATEOTHER GERMAN
PUBLIC ENTITIES

15.69%PUBLIC

KfW

84.31%

SOGEPA

SEPI

GZBV

10.93%(10.95%)

4.12%(4.12%)

10.91%(10.93%)

Share subject to Shareholders’ Agreement

AIRBUS GROUP SE(1) Including shares held by the Company itself (0.19%).

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 90 l

74.04%(1)(73.99%)

Registration Document 2015
General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

In addition, the below listed entities have notiﬁed the AFM of
their substantial interest in the Company as of 31 December
2015. For further details, please refer to the website of the AFM
at: www.afm.nl:
BlackRock, Inc. (4.20% of the capital interest and 4.99% of
the voting rights); andQ
Capital Group International Inc. together with Capital Researchand Management Company (5.02% of the voting rights).
Q

As of 31 December 2015, the Company held, directly or indirectly
through another company in which the Company holds directly

or indirectly more than 50% of the share capital, 1,474,057 of its
own shares, equal to 0.19% of issued share capital. The treasury
shares owned by the Company do not carry voting rights.
For the number of shares and voting rights held by Membersof the Board of Directors and Group Executive Committee,
see “— Corporate Governance — 4.2.1 Remuneration Policy”.
Approximately 2.01% of the share capital (and voting rights) was
held by the Company’s employees as of 31 December 2015.

3.

3.3.2 Relationships with Principal Shareholders
On 5 December 2012, the Company, its then-core shareholders— Daimler AG (“Daimler”), Daimler Aerospace AG (“DASA”),
Société de Gestion de l’Aéronautique, de la Défense et del’Espace (“Sogeade”), Lagardère SCA (“Lagardère”), Sociétéde Gestion de Participations Aéronautiques (“Sogepa”) andSociedad Estatal de Participaciones Industriales (“SEPI”)— and Kreditanstalt für Wiederaufbau (“KfW”), a public law
institution serving domestic and international policy objectivesof the Government of the Federal Republic of Germany,reached an agreement (the “Multiparty Agreement”) on farreaching changes to the Company’s shareholding structure andgovernance. The Multiparty Agreement was aimed at further
normalising and simplifying the governance of the Company
while securing a shareholding structure that allowed France,
Germany and Spain to protect their legitimate strategic interests.
This represented a major step forward in the evolution of thegovernance of the Company.
The Multiparty Agreement provided for signiﬁcant changes
to the Company’s shareholding structure. In addition, aseries of related transactions (collectively referred to as the“Consummation”) occurred shortly after the Extraordinary
General Meeting of the shareholders held on 27 March 2013.
This resulted in several changes in the governance of theCompany, including changes in the composition of the Boardof Directors and its internal rules, as well as amendments to
the Articles of Association of the Company. The participationagreement among the Company’s former core shareholders,as at 31 December 2012 including KfW, was terminated andreplaced in part by a more limited shareholders’ agreement(the “Shareholders’ Agreement”) among only Gesellschaft
zur Beteiligungsverwaltung GZBV mbH & Co. KG (“GZBV”), a
subsidiary of KfW, Sogepa and SEPI.
The Shareholders’ Agreement does not give the parties to it
any rights to designate Members of the Board of Directors or
management team or to participate in the governance of theCompany. Finally, the Multiparty Agreement provided for theentry into state security agreements with each of the French
State and German State, which will be described in more detailbelow, and certain further undertakings of the Company withrespect to selected matters that affect the interests of theCurrent Consortium Members.

3.3.2.1

Corporate Governance Arrangements

Af ter the Consummation, the corporate governancearrangements of the Company were substantially changed.
These changes are intended to further normalise and simplify
the Company’s corporate governance, reﬂecting an emphasis
on best corporate governance practices and the absence of acontrolling shareholder group. Certain changes to the Company’s
corporate governance arrangements were provided for in the
Articles of Association, including (i) disclosure obligations forshareholders that apply when their interests in the Company
reach or cross certain thresholds and (ii) ownership restrictions
prohibiting any shareholder from holding an interest of more than
15% of the share capital or voting rights of the Company, acting
alone or in concert with others. See sections 3.1.11 and 3.1.12
above. In addition, there were changes in the composition of theBoard of Directors and its internal rules. See section 4 below.

3.3.2.2

Core Shareholder Arrangements

Grandfathering Agreement
At the Consummation, the French State, Sogepa, the German
State, KfW and GZBV (all parties together the “Parties” andeach, individually, as a “Party”) entered into an agreement withrespect to certain grandfathering rights under the Articles of
Association. Below is a summary of such agreement.

Individual Grandfathering Rights
A Party that is individually grandfathered pursuant to
Article 16.1. b of the Articles of Association (such Party holding“Individual Grandfathering Rights”) shall remain individually
grandfathered in accordance with the Articles of Association if
the new concert with respect to the Company (the “Concert”)
is subsequently terminated (for instance by terminating theShareholders’ Agreement) or if it exits the Concert.

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General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

Loss of Individual Grandfathering Rights

Governing law. Laws of the Netherlands.

A Party holding Individual Grandfathering Rights as well as any of
its afﬁliates who are grandfathered pursuant to Article 16.1. b inconjunction with Article 16.3 of the Articles of Association (suchafﬁliates holding “Derived Grandfathering Rights”, and theIndividual Grandfathering Rights and the Derived Grandfathering
Rights, together, the “Grandfathering Rights”) shall all nolonger be entitled to exercise their Grandfathering Rights inthe event:

Jurisdiction. Binding advice for any dispute, controversy or
claim arising out of or in connection with the post-concert
Grandfathering Agreement in accordance with the procedure
set forth in the post-concert Grandfathering Agreement;
provided, however, that to the extent application to the courts
is permitted to resolve any such dispute controversy or claim,
the courts of the Netherlands shall have exclusive jurisdiction.

the Concert is terminated as a result of it or any of its afﬁliates
having actually or constructively terminated such Concert; or
Qit or its relevant afﬁliate(s) exit(s) the Concert;

Shareholders’ AgreementQand such termination or exit is not for good cause and is notbased on material and on-going violations of the Concert
arrangements, including, without limitation, of the Shareholders’
Agreement, by the other principal Member of the Concert.
In the event that in the future the voting rights in the Companyof the other principal Member of the Concert together withthose of its afﬁliates would for an uninterrupted period of threemonths represent less than 3% of the outstanding aggregate
voting rights of the Company, the Grandfathering Rights of theParty including its afﬁliates which were no longer entitled touse their Grandfathering Rights shall from then on revive andSogepa and GZBV shall jointly notify the Company to that effect.

Notification to the Company
The Company will not be required to take any of the actions
provided for in Article 15 of the Articles of Association pursuant
to the post-concert Grandfathering Agreement unless and until
it receives (i) a joint written instruction from Sogepa and GZBVwith respect to the taking of any of the actions provided for in
Article 15 of the Articles of Association pursuant to the postconcert Grandfathering Agreement, or (ii) a copy of a binding
advice rendered by three independent, impartial and neutral
Expert Adjudicators in order to settle any dispute between theParties arising out of or in connection with the post-concert
Grandfathering Agreement.
The Company will not incur any liability to any of the Parties bytaking such actions following receipt of any such joint instruction
or binding advice, and the Company will not be required tointerpret the post-concert Grandfathering Agreement or any
such joint instruction or binding advice.
Notwithstanding the description under “Various provisions –Jurisdiction” below, the courts of the Netherlands will haveexclusive jurisdiction to resolve any dispute, controversy or
claim affecting the rights or obligations of the Company under
the post-concert Grandfathering Agreement.

Various provisions
Termination. The post-concert Grandfathering Agreement
terminates only if either the French State and its afﬁliates or
the German State and its afﬁliates no longer hold shares in
the Company.

Below is a further description of the Shareholders’ Agreement,
based solely on a written summary of the main provisions of
the Shareholders’ Agreement that has been provided to theCompany by Sogepa, GZBV and SEPI (all parties together the“Shareholders”).

Governance of the Company
Appointment of the Directors. The shareholders shall votein favour of any draft resolution relating to the appointment
of Directors submitted to the Shareholders’ Meeting of theCompany in accordance with the terms and conditions of
the German State Security Agreement and the French State
Security Agreement (as described below). If, for whateverreason, any person to be appointed as a Director pursuant
to the German State Security Agreement or the French State
Security Agreement is not nominated, the shareholders shall
exercise their best endeavours so that such person is appointed
as a Director.
Sogepa and GZBV shall support the appointment of one
Spanish national that SEPI may present to them as Member ofthe Board of Directors of the Company, provided such person
qualiﬁes as an Independent Director pursuant to the conditions
set forth in the Board Rules, and shall vote as shareholders in
any Shareholders’ Meeting in favour of such appointment andagainst the appointment of any other person for such position.
If, for whatever reason, the French State Security Agreement
and/or the German State Security Agreement has / have been
terminated, KfW or Sogepa, as the case might be, shall propose
two persons, and the shareholders shall exercise their best
endeavours so that these persons are appointed as Directors.
Modiﬁcation of the Articles of Association. Sogepa and
GZBV shall consult each other on any draft resolution intending
to modify the Board Rules and/or the Articles of Association.
Unless Sogepa and GZBV agree to vote in favour together onsuch draft resolution, the shareholders shall vote against suchdraft resolution. If Sogepa and GZBV reach a mutual agreementon such draft resolution, the shareholders shall vote in favourof such draft resolution.
Reserved Matters. With respect to the matters requiring theapproval of a Qualiﬁed Majority at the Board level (“Reserved
Matters”), all the Directors shall be free to express their own
views. If the implementation of a Reserved Matter would require

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 92 l

Registration Document 2015
General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

a decision of the Shareholders’ Meeting of the Company,
Sogepa and GZBV shall consult each other with a view toreaching a common position. Should Sogepa and GZBV fail toreach a common position, Sogepa and GZBV shall remain free
to exercise on a discretionary basis their votes.

Tag-along right. Tag-along right for the beneﬁt of SEPI in theevent that Sogepa, the French State or any of their afﬁliates andany French public entity and GZBV, the German State or any of
their afﬁliates and any public entity propose together to transfer
all of their entire voting rights interests.

Prior consultation. Sogepa and GZBV shall consult each otheron any draft resolution submitted to the Shareholders’ Meetingother than related to Reserved Matters and the Board Rules.

Various provisions

Balance of Interests
The shareholders agree their common objective to seek abalance between themselves of their respective interest in the
Company as follows:
to hold as closely as reasonably possible to 12% of the voting
rights for Sogepa, together with any voting rights attributable
to Sogepa and/or to the French State, pursuant to Dutch
takeover rules except for voting rights attributable due toacting in concert with the other Parties;Q
to hold as closely as reasonably possible to 12% of the voting
rights for GZBV, together with any voting rights attributable to
GZBV and/or to the German State, pursuant to Dutch takeoverrules except for voting rights attributable due to acting inconcert with the other Parties;Q
to hold as closely as reasonably possible to 4% of the voting
rights for SEPI, together with any voting rights attributable
to SEPI and/or to the Spanish State, pursuant to Dutch
takeover rules except for voting rights attributable due toacting in concert with the other Parties.
Q

Mandatory Takeover Threshold
The total aggregate voting rights of the shareholders shall always
represent less than 30% of the voting rights of the Company,or less than any other threshold the crossing of which would
trigger for any shareholder a mandatory takeover obligation(the “MTO Threshold”). In the event that the total aggregate
voting rights of the shareholders exceed the MTO Threshold,the shareholders shall take all appropriate actions as soon asreasonably practicable, but in any event within 30 days, to fall
below the MTO Threshold.

Transfer of Securities
Permitted transfer. Transfer of securities by any shareholder
to one of its afﬁliates.
Pre-emption right. Pro rata pre-emption rights of theshareholders in the event any shareholder intends to transfer
any of its securities to a third party directly or on the market.
Call-option right. Call-option right for the benefit of theshareholders in the event that the share capital or the voting
rights of any shareholders cease to be majority owned directly or
indirectly by the French State, the German State or the Spanish
State as applicable.

Termination. The Shareholders’ Agreement may cease to
apply in respect of one or more Shareholders and/or their
afﬁliates, subject to the occurrence of certain changes in its
or their shareholding interest in the Company or in its or theirshareholders.
Governing law. Laws of the Netherlands.
Jurisdiction. Arbitration in accordance with the Rules ofArbitration of the International Chamber of Commerce, withthe seat of arbitration in The Hague (The Netherlands).

3.3.2.3

Undertakings with Respect to Certain
Interests of Certain Stakeholders

The Company has made certain undertakings and entered into
certain agreements in connection with certain interests of its
former core shareholders and the German State.

State Security Agreements and Related
Undertakings and Negotiations
The Company and the French State have entered into anamendment to the current convention between the French Stateand the Company relating to the ballistic missiles business of
the Company (as so amended, the “French State Security
Agreement”). Under the French State Security Agreement,
certain sensitive French military assets will be held by a Company
subsidiary (the “French Defence Holding Company”). At theConsummation, the Company contributed certain sensitive
French military assets to the French Defence Holding Company.
The French State has the right to approve or disapprove of —but not to propose or appoint — three outside Directors to theBoard of Directors of the French Defence Holding Company(the “French Defence Outside Directors”), at least two ofwhom must qualify as Independent Directors under the Board
Rules if they were Members of the Board of Directors. Two of
the French Defence Outside Directors are required to also be
Members of the Board of Directors. French Defence Outside
Directors may neither (i) be employees, managers or corporateofﬁcers of a company belonging to the Group (although they
may be Members of the Board of Directors) nor (ii) have material
on-going professional relationships with the Group.
The Company and the German State have entered into anagreement relating to the protection of essential interests to
the German State’s security (the “German State Security
Agreement”). Under the German State Security Agreement,
certain sensitive German military assets are held by a Company
subsidiary (the “German Defence Holding Company”). The

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3.

General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

German State has the right to approve or disapprove of — but
not to propose or appoint — three outside Directors to theSupervisory Board of the German Defence Holding Company(the “German Defence Outside Directors”), at least two ofwhom must qualify as Independent Directors under the Board
Rules if they were Members of the Board of Directors. Two of
the German Defence Outside Directors are required to also
be Members of the Board of Directors. The qualiﬁcations toserve as a German Defence Outside Director are comparable
to those to serve as a French Defence Outside Director, with theadditional requirement that a German Defence Outside Director
may not be a civil servant.

Dassault Aviation
The Company entered into an agreement with the French State
pursuant to which the Company would:
grant the French State a right of ﬁrst offer in case of the saleof all or part of its shareholding in Dassault Aviation; andQcommit to consult with the French State prior to making any
decision at any Shareholders’ Meeting of Dassault Aviation.
Q

In November 2014, the Company in an off-market blocktrade sold to Dassault Aviation approximately 8% of Dassault
Aviation’s share capital. As was disclosed in a press release
dated 25 March 2015, the Company sold 1.61 million shares in
Dassault Aviation through a book-built offering to institutional
investors. Following the exercise of the over-allotment option, thetotal number of Dassault Aviation shares sold by the Company inthe placement reached nearly 1.73 million shares, representing
18.75% of the share capital of Dassault Aviation.

Stock Exchange Listings
The Company has undertaken to the parties to the Shareholders’
Agreement that for the duration of the Shareholders’ Agreement
Airbus Group SE shares will remain listed exclusively in France,
Germany and Spain.

Specific Rights of the French State
Pursuant to an agreement entered into between the Company
and the French State (the “Ballistic Missiles Agreement”),
the Company has granted to the French State (a) a veto rightand subsequently a call option on the ballistic missiles activity
exercisable under certain circumstances, including if (i) a third
party acquires, directly or indirectly, either alone or in concert,more than 15% or any multiple thereof of the share capital or
voting rights of the Company or (ii) the sale of the ballistic missiles
assets or of the shares of such companies carrying out suchactivity is considered and (b) a right to oppose the transfer ofany such assets or shares.
The Company, the French State and MBDA are parties to asimilar convention regarding the assets comprising the French
nuclear airborne systems under which the French State has
similar rights.

3.3.3 Form of Shares
The shares of the Company are in registered form. The Boardof Directors may decide with respect to all or certain shares,
on shares in bearer form.
Shares shall be registered in the shareholders’ register without
the issue of a share certiﬁcate or, should the Board of Directors

so decide, with respect to all or certain shares, with the issue ofa certiﬁcate. Share certiﬁcates shall be issued in such form as
the Board of Directors may determine. Registered shares shallbe numbered in the manner to be determined by the Board of
Directors.

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Registration Document 2015
General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

3.3.4 Changes in the Shareholding of the Company
The evolution in ownership of the share capital and voting rights of the Company over the past three years is set forth in the tablebelow:
Position as of
31 December 2015

Position as of
31 December 2014

Position as of
31 December 2013

Shareholders% ofcapital% ofvotingrightsNumber ofshares% ofcapital% ofvotingrightsNumber ofshares% ofcapital% ofvotingrightsNumber ofsharesSOGEPA

10.93%

10.95%

85,835,477

10.94%

10.94%

85,835,477

11.99%

12.03%

93,864,165

GZBV

10.91%

10.93%

85,709,822

10.92%

10.93%

85,709,822

10.94%

10.98%

85,709,822

SEPI

4.12%

4.12%

32,330,381

4.12%

4.12%

32,330,381

4.13%

4.14%

32,330,381

-

-

-

-

-

-

-

-

-

Sub-total New
Shareholder Agt.

25.96%

26.01%

203,875,680

25.98%

25.99%

203,875,680

27.06%

27.16%

211,904,368

Foundation “SOGEPA”

0.00%

0.00%

0

0.00%

0.00%

0

0.07%

0.07%

575,606

Public(2)73.85%

73.99%

579,995,047

73.97%

74.01%

580,473,073

72.51%

72.84%

568,418,146(1)-

Own share buy-back(3)

0.19%

-

1,474,057

0.06%

-

431,832

0.36%-

2,835,121

Total

100%

100%

785,344,784

100%

100%

784,780,585

100%

100%

783,157,635(1) KfW & other German public entities.
(2) Including Company employees. As of 31 December 2015, the Company’s employees held approximately 2.01% of the share capital (and voting rights).
(3) The shares owned by the Company do not carry voting rights.

To the knowledge of the Company, there are no pledges overthe shares of the Company.
The Company requested disclosure of the identity of the
beneﬁcial holders of its shares held by identiﬁable holders(“Titres au porteur identifiables”) holding more than 2,000 shares
each. The study, which was completed on 31 December 2015,
resulted in the identiﬁcation of 2,505 shareholders holding a totalof 570,184,806 Company shares (including 3,796,187 shares
held by Iberclear on behalf of the Spanish markets and31,228,628 shares held by Clearstream on behalf of the Germanmarket).
The shareholding structure of the Company as of 31 December
2015 is as shown in the diagram in “— 3.3.1 Shareholding
Structure at the end of 2015”.

3.3.5 Persons Exercising Control over the Company
See “— 3.3.1 Shareholding Structure at the end of 2015” and “— 3.3.2 Relationships with Principal Shareholders”.

3.3.6 Simpliﬁed Group Structure Chart
The following chart illustrates the simpliﬁed organisational structure of the Group as of 31 December 2015, comprising three
Divisions and the main Business Units. See “— Information on Group Activities — 1.1.1 Overview — Organisation of the Group’s
Businesses”. For ease of presentation, certain intermediate holding companies have been omitted.

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3.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 96 l

MBDA Group

37.5%*

95%

Vector Aerospace
Holding SAS(France)

Astrium Services
UK Limited(UK)

Airbus Operations
Limited(UK)

AirbusOperations, S.L.
(Spain)Paradigm
Services Limited(UK)

Paradigm Secure
Communications
Limited(UK)

Infoterra Limited(UK)

Airbus Helicopters
España, S.A.
(Spain)Airbus Defence
and Space
Limited(UK)

Airbus Operations
GmbH(Germany)

Airbus Helicopters
UK Limited(UK)

Airbus Helicopters
DeutschlandGmbH(Germany)

CRI, S.A.
(Spain)Airbus(France)

Astrium Services
GmbH(Germany)

Airbus Helicopters(France)5%

Airbus Operations
SAS(France)

Airbus DS Holding
France SAS(France)

Airbus Helicopters
Holding(France)

EADS Casa
Espacio, S.L.
(Spain)Airbus DS Holding
SAS(France)

Airbus DS
Holdings B.V.
(The Netherlands)

Astrium
España, S.L.
(Spain)

5.58%

EADS CASAFRANCE(France)2.43%

Airbus Defence
and Space SAS(France)94.42%EADS CASAHOLDING(France)

Airbus Defence
and Space, S.A.
(Spain)97.57%

Airbus DS GmbH
(Germany)

66.08%

Airbus Group, Inc.
(USA)

Subsidiaries held with no indication of ownership percentage are 100% owned.
Legal forms are indicated for information purposes and are not always part of the legal name.

*Airbus Group owns indirectly 50% of ATR GIE and 37.50% of MBDA Group.

MBDA Group

Airbus Group North America

Airbus Helicopters

Airbus Defence and Space

AirbusPremium Aerotec
GmbH(Germany)

ATR GIE(France)

50%*

65%

Airbus Defence
and Space GmbH
(Germany)

15.80%

3.69%

18.12%DADC Luft-und
Raumfahrt
Beteiligungs GmbH
(Germany)

Elbe
FlugzeugwerkeGmbH(Germany)

Airbus DS SAS(France)

96.31%

Airbus Group SAS(France)

Stelia Aerospace(France)

Airbus Group
Limited(UK)(The Netherlands)

AIRBUS GROUP SESIMPLIFIED GROUP STRUCTURE CHART

General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

Registration Document 2015
General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

3.3.7 Purchase by the Company of its Own Shares
3.3.7.1

Dutch Law and Information on Share
Repurchase Programmes

Under Dutch Civil law, the Company may acquire its
own shares, subject to certain provisions of the law of
the Netherlands and the Articles of Association, if (i) the
shareholders’ equity less the payment required to makethe acquisition does not fall below the sum of paid-up andcalled portion of the share capital and any reserves requiredby the law of the Netherlands and (ii) the Company and its
subsidiaries would not thereafter hold or hold in pledge shareswith an aggregate nominal value exceeding one-half (50%) of
the Company’s issued share capital. Share acquisitions may
be effected by the Board of Directors only if the Shareholders’Meeting has authorised the Board of Directors to effect such
repurchases. Such authorisation may apply for a maximum
period of 18 months.
Pursuant to EC Regulation No. 2273 / 2003, the Company issubject to conditions for share repurchase programmes anddisclosure relating thereto, as described below.

3.3.7.3

As a foreign issuer, the Company is subject to German rules
on repurchasing its own shares only to a limited extent, sinceGerman rules refer to the law of the Member State in which theCompany is domiciled.
In addition, general principles of German law of insider trading,market manipulation and equal treatment of shareholders areapplicable.

3.3.7.4

French Regulations

As a result of its listing on a regulated market in France, theCompany is subject to the regulations summarised below.

Spanish Regulations

As a foreign issuer, the Company is not subject to Spanish rules
on trading in its own shares, which only apply to Spanish issuers.
However, according to the Conduct Rules under the Spanish
Securities Market Act, insider trading is prohibited and theCompany may not trade in its own shares for the purpose ofmanipulating the market.

3.3.7.5

For the authorisations granted to the Board of Directors at theAnnual General Meeting of Shareholders held on 27 May 2015,
see “— 3.2.3 Modiﬁcation of Share Capital or Rights Attachedto the Shares”.

3.3.7.2

German Regulations

Description of the Share Repurchase
Programme to be Authorised by
the Annual General Meeting of
Shareholders to be held on 28 April
2016

Pursuant to Articles 241-2-I and 241-3 of the AMF General
Regulations, below is a description of the share repurchaseprogramme (“descriptif du programme”) to be implemented
by the Company:
date of the Shareholders’ Meeting to authorise the share
repurchase programme: 28 April 2016;Q
intended use of the Airbus Group SE shares held by theCompany as of the date of this document: the owning ofshares for the performance of obligations related to employee
share option programmes or other allocations of shares
to employees of the Group and the Group’s Companies:
910,705 shares;Q
purposes of the share repurchase programme to be
implemented by the Company (by order of decreasingpriority, without any effect on the actual order of use of
the repurchase authorisation, which will be determinedon a case-by-case basis by the Board of Directors basedon need):the reduction of share capital by cancellation of all or partof the repurchased shares, it being understood that the
repurchased shares shall not carry any voting or dividend
rights,the owning of shares for the performance of obligations
related to (i) debt ﬁnancial instruments convertible into
Airbus Group SE shares, or (ii) employee share option
programmes or other allocations of shares to employeesof the Group and the Group’s companies,Q

Pursuant to the AMF General Regulations, the purchaseby a company of its own shares requires the publication of
the description of the share repurchase programme. Suchdescription must be published prior to the implementation of
the share repurchase programme.
Under the AMF General Regulations, a company may not tradein its own shares for the purpose of manipulating the market.
The AMF General Regulations also deﬁne the conditions for acompany’s trading in its own shares to be valid.
After purchasing its own shares, the Company is required todisclose on its website speciﬁed information regarding such
purchases within at least seven trading days.
In addition, the Company must report to the AMF, on at least
a monthly basis, all the speciﬁed information regarding such
purchases previously published on its website and information
concerning the cancellation of such repurchased shares.

QQ

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 97 l

3.

General Description of the Company and its Share Capital
3.3 Shareholdings and Voting Rights

the purchase of shares for retention and subsequent use forexchange or payment in the framework of potential external
growth transactions, andthe liquidity or dynamism of the secondary market of
the Airbus Group SE shares carried out pursuant to aliquidity agreement to be entered into with an independent
investment services provider in compliance with the decisionof the AMF dated 1 October 2008 (as amended) related
to approval of liquidity agreements recognised as market
practices by the AMF;
Qprocedure:
maximum portion of the issued share capital that may be
repurchased by the Company: 10%,
maximum number of shares that may be repurchased by
the Company: 77,819,882 shares, based on an issued
share capital of 778,198,822 shares as of 31 March 2016.
Assuming the exercise of all stock options outstanding asof 31 March 2016, the threshold of 10% would represent
77,836,032 shares based on the 778,360,322 shares which
would make up the entire fully-diluted share capital of theCompany,
the amounts to be paid in consideration for the purchaseof the treasury shares must not, in accordance withapplicable Dutch law, exceed the equity components which
are repayable or distributable to the shareholders. “Equity
components repayable or distributable to the shareholders”
means the contribution premiums (in relation to contributions
in kind), the issue premiums (in relation to cash contributions)and the other reserves as set out in the ﬁnancial statementsof the Company, from which the repurchase price for thetreasury shares must be deducted.
The Company undertakes to maintain at any time a sufﬁcientnumber of shares in public hands to meet the thresholdsof Euronext,
shares may be bought or sold at any time (including
during a public offering) to the extent authorised by thestock exchange regulations and by any means, including,
without limitation, by means of block trades and including
the use of options, combinations of derivative ﬁnancial
instruments or the issue of securities giving rights in any
way to Airbus Group SE shares within the limits set out inthis document.
The portion of shares repurchased through the use of blocktrades may amount to all the shares to be repurchased in thecontext of this programme,in addition, in the event that derivative ﬁnancial instruments
are used, the Company will ensure that it does not use
mechanisms which would signiﬁcantly increase the volatilityof the shares in particular in the context of call options,characteristics of the shares to be repurchased by theCompany: shares of Airbus Group SE, a company listed
on Euronext Paris, on the regulierter Markt of the Frankfurt
Stock Exchange and on the Madrid, Bilbao, Barcelona andValencia Stock Exchanges,
maximum purchase price per share: € 100;
Q

Q

Q

Q

term of the share repurchase programme and othercharacteristics: this share repurchase programme shall bevalid until 27 October 2017 inclusive, i.e. the date of expiry of
the authorisation requested from the Annual General Meetingof Shareholders to be held on 28 April 2016.

As of the date of this document, the Company has not enteredinto any liquidity agreement with an independent investment
services provider in the context of the share repurchaseprogramme.

3.3.7.6

Q

Q

Q

Q

Q

Description of the Exceptional Share
Repurchase Programme Authorisedby the Annual General Meeting of
Shareholders Held on 27 May 2015

Pursuant to Articles 241-2-I and 241-3 of the AMF General
Regulations, below is a description of the exceptional
share repurchase programme (“descriptif du programme”)
implemented by the Company:
date of the Shareholders’ Meeting authorising the share
repurchase programme: 27 May 2015;
Q
intended use of the Airbus Group SE shares held by theCompany as of the date of this document: For details
on use of the Airbus Group SE shares already held by theCompany, please refer to “3.3.7.5 – Description of the Share
Repurchase Programme to be authorised by the Annual
General Meeting of Shareholders to be held on 28 April 2016”;Qsole purpose of the share repurchase programme to be
implemented by the Company: the reduction of share capitalby cancellation of all of the repurchased shares;Q
procedure:
maximum portion of the issued share capital that may be
repurchased by the Company: 10%,
maximum number of shares that may be repurchasedby the Company: 78,751,182 shares, based on an issued
share capital of 787,511,829 shares as of 27 May 2015.
Assuming the exercise of all stock options outstanding
as of 27 May 2015, the threshold of 10% would represent
78,845,837 shares based on the 788,458,377 shares which
would make up the entire fully-diluted share capital of theCompany,
the amounts to be paid in consideration for the purchaseof the treasury shares must not, in accordance withapplicable Dutch law, exceed the equity components which
are repayable or distributable to the shareholders. “Equity
components repayable or distributable to the shareholders”
means the contribution premiums (in relation to contributions
in kind), the issue premiums (in relation to cash contributions)and the other reserves as set out in the ﬁnancial statementsof the Company, from which the repurchase price for thetreasury shares must be deducted.
The Company undertakes to maintain at any time a sufﬁcientnumber of shares in public hands to meet the thresholdsof NYSE Euronext,
Q

Q

Q

Q

Q

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 98 l

Registration Document 2015
General Description of the Company and its Share Capital
3.4 Dividends

QQ

shares may be bought or sold at any time (including
during a public offering) to the extent authorised by thestock exchange regulations and by any means, including,
without limitation, by means of block trades and including
the use of options, combinations of derivative ﬁnancial
instruments or the issue of securities giving rights in any
way to Airbus Group SE shares within the limits set out inthis document.
The portion of shares repurchased through the use of blocktrades may amount to all the shares to be repurchased in
the context of this programme,in addition, in the event that derivative ﬁnancial instruments
are used, the Company will ensure that it does not use
mechanisms which would significantly increase the

Q

Q

Q

volatility of the shares in particular in the context of call
options,characteristics of the shares to be repurchased by theCompany: shares of Airbus Group SE, a company listed
on Euronext Paris, on the regulierter Markt of the Frankfurt
Stock Exchange and on the Madrid, Bilbao, Barcelona andValencia Stock Exchanges,
maximum purchase price per share: € 85;

term of the share repurchase programme and othercharacteristics: this share repurchase programme shall bevalid until 27 November 2016 inclusive, i.e. the date of expiry of
the authorisation requested from the Annual General Meetingof Shareholders held on 27 May 2015.

3.4 Dividends
3.4.1

Dividends and Cash Distributions Paid

Cash distributions paid to the shareholders are set forth in the table below:
Financial year

Date of the cash distribution payment

Gross amount per share(1)2013

3 June 2014

€ 0.752014

3 June 2015

€ 1.20(1) Note: figures have not been adjusted to take into account changes in the number of shares outstanding.

3.4.2 Dividend Policy of the Company
In December 2013, the Group formalised a dividend policy demonstrating a strong commitment to shareholders’ returns. This
policy targets sustainable growth in the dividend within a payout ratio of 30%-40%.
Therefore, based on earnings per share (“EPS”) of € 3.43, the Board of Directors will propose to the Annual General Meeting thepayment to shareholders of a dividend of € 1.30 per share on 4 May 2016 (FY 2014: € 1.20).
The record date should be 3 May 2016. This proposed dividend represents a pay-out ratio of 38% and a year-on-year dividend
per share increase of 8%.

3.4.3 Unclaimed Dividends
Pursuant to the Articles of Association, the claim for payment of
a dividend or other distribution approved by the Shareholders’Meeting shall lapse ﬁve years after the day on which such claim
becomes due and payable. The claim for payment of interim

dividends shall lapse ﬁve years after the day on which the claim
for payment of the dividend against which the interim dividend
could be distributed becomes due and payable.

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3.

General Description of the Company and its Share Capital
3.4 Dividends

3.4.4 Taxation
The statements below represent a broad analysis of the current
Netherlands tax laws. The description is limited to the material tax
implications for a holder of the Company’s shares (the “Shares”)
who is not, or is not treated as, a resident of the Netherlands
for any Netherlands tax purposes (a “Non-Resident Holder”).
Certain categories of holders of the Company’s shares may
be subject to special rules which are not addressed below
and which may be substantially different from the general rules
described below. Investors who are in doubt as to their tax
position in the Netherlands and in their state of residence should
consult their professional Advisors. Where the summary refers to“the Netherlands” or “Netherlands”, it refers only to the European
part of the Kingdom of the Netherlands.

Withholding Tax on Dividends
In general, a dividend distributed by the Company in respectof Shares will be subject to a withholding tax imposed by the
Netherlands at a statutory rate of 15%. Dividends include
dividends in cash or in kind, deemed and constructive
dividends, repayment of paid-in capital not recognised ascapital for Netherlands dividend withholding tax purposes, andliquidation proceeds in excess of the average paid-in capital
recognised as capital for Netherlands dividend withholding tax
purposes. Stock dividends paid out of the Company’s paid-in­
share premium, recognised as capital for Netherlands dividend
withholding tax purposes, will not be subject to this withholdingtax.
A Non-Resident Holder of Shares can be eligible for a partial orcomplete exemption or refund of all or a portion of the above
withholding tax pursuant to domestic rules or under a tax
convention that is in effect between the Netherlands and the
Non-Resident Holder’s country of residence. The Netherlands
has concluded such conventions with the US, Canada,
Switzerland, Japan, almost all European Union Member Statesand other countries.

Withholding Tax on Sale or Other Dispositions ofSharesPayments on the sale or other dispositions of Shares will not
be subject to Netherlands withholding tax, unless the sale orother disposition is, or is deemed to be, made to the Company
or a direct or indirect subsidiary of the Company. In principle,
a redemption or sale to the Company or a direct or indirect
subsidiary of the Company will be treated as a dividend andwill be subject to the rules set forth in “Withholding Tax on
Dividends” above.

Taxes on Income and Capital Gains
A Non-Resident Holder who receives dividends distributed by
the Company on Shares or who realises a gain from the sale ordisposition of Shares, will not be subject to Netherlands taxation
on income or capital gains unless:such income or gain is attributable to an enterprise orpart thereof which is either effectively managed in the
Netherlands or carried on through a permanent establishment(“vaste inrichting”) or permanent representative (“vaste
vertegenwoordiger”) in the Netherlands;Q
the Non-Resident Holder is not an individual and the NonResident Holder has or is deemed to have, directly or indirectly,
a substantial interest (“aanmerkelijk belang”) or a deemed
substantial interest in the Company and such interest (i) does
not form part of the assets of an enterprise and (ii) is held by
the Non-Resident Holder with the main objective, or one of
the main objectives, to avoid Netherlands withholding tax on
dividends or Netherlands individual income tax at the level ofanother person or entity; orQ
the Non-Resident Holder is an individual and (i) the NonResident Holder has, directly or indirectly, a substantial interest(“aanmerkelijk belang”) or a deemed substantial interest in the
Company and such interest does not form part of the assetsof an enterprise, or (ii) such income or gain qualiﬁes as income
from miscellaneous activities (“belastbaar resultaat uit overigewerkzaamheden”) in the Netherlands as deﬁned in the Dutch
Income Tax Act 2001 (“Wet inkomstenbelasting 2001”).
Q

Generally, a Non-Resident Holder of Shares will not have asubstantial interest in the Company’s share capital, unless the
Non-Resident Holder, alone or together with certain related
persons holds, jointly or severally and directly or indirectly,
Shares in the Company, or a right to acquire Shares in the
Company representing 5% or more of the Company’s total
issued and outstanding share capital or any class thereof.
Generally, a deemed substantial interest exists if all or partof a substantial interest has been or is deemed to have been
disposed of with application of a roll-over relief.

Gift or Inheritance Taxes
Netherlands gift or inheritance taxes will not be levied on
the transfer of Shares by way of gift, or upon the death of a
Non-Resident Holder, unless the transfer is construed as aninheritance or gift made by or on behalf of a person who, at
the time of the gift or death, is or is deemed to be resident in
the Netherlands.

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Registration Document 2015
General Description of the Company and its Share Capital
3.4 Dividends

Value Added Tax

Residence

No Netherlands value added tax is imposed on dividends on
the Shares or on the transfer of the Shares.

A Non-Resident Holder will not become resident, or be deemed
to be resident, in the Netherlands solely as a result of holding
a Share or of the execution, performance, delivery and/or
enforcement of rights in respect of the Shares.

Other Taxes and Duties
There is no Dutch registration tax, transfer tax, capital tax,
stamp duty or any other similar tax or duty other than court fees
payable in the Netherlands in respect of or in connection withthe execution, delivery and/or enforcement by legal proceedings(including any foreign judgment in the courts of the Netherlands)
with respect to the dividends relating to the Shares or on thetransfer of the Shares.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 101 l

3.

Chapter

X
4.
FACTORSRISK

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Registration Document 2015

Corporate Governance
4.1 Management and Control

104

4.1.1 Corporate Governance Arrangements

104

4.1.2 Dutch Corporate Governance Code, “Comply or Explain”

123

4.1.3 Enterprise Risk Management System

124

4.1.4 Ethics and Compliance Organisation

129

4.2 Interests of Directors and Principal
Executive Officers

130

4.2.1 Remuneration Policy

130

4.2.2 Long-Term Incentives Granted to the Chief Executive Ofﬁcer

140

4.2.3 Related Party Transactions

141

4.3 Employee Profit Sharing and Incentive Plans 141
4.3.1 Employee Proﬁt Sharing and Incentive Agreements

141

4.3.2 Employee Share Ownership Plans

141

4.3.3 Long-Term Incentive Plans

142

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4.

Corporate Governance
4.1 Management and Control

4.1 Management and Control
The corporate governance arrangements of the Company were
substantially changed pursuant to the Multiparty Agreement,
including changes in the composition of the Board of Directors
and the rules governing its internal affairs (the “Board Rules”).
These changes are intended to further normalise and simplify

the Company’s corporate governance, reﬂecting an emphasis
on best corporate governance practices and the absence of acontrolling shareholder group. Below is a summary descriptionof such changes.

4.1.1

Corporate Governance Arrangements

4.1.1.1

Board of Directorsa) Composition Rules and Principles
Under the Articles of Association, the Board of Directors consistsof at most twelve (12) Directors, who each retire at the closeof the Annual General Meeting held three years following their
appointment. Under the Board Rules, at least a majority of theMembers of the Board of Directors (i.e., 7/12) must be European
Union nationals (including the Chairman of the Board of Directors)
and a majority of such majority (i.e., 4/7) must be both European
Union nationals and residents. No Director may be an active civil
servant. The Board of Directors has one (1) Executive Director
and eleven (11) Non-Executive Directors. While the Board of
Directors appoints the Chief Executive Ofﬁcer of the Company(the “CEO”), the CEO is required to be an Executive Director andmust be an EU national and resident; therefore it is anticipatedthat the Board of Directors will appoint as CEO the person
appointed by the shareholders as an Executive Director. At leastnine (9) of the Non-Executive Directors must be “Independent
Directors” (including the Chairman of the Board of Directors).
Under the Board Rules, an “Independent Director” is a NonExecutive Director who is independent within the meaning of
the Dutch Corporate Governance Code and meets additional
independence standards. Specifically, where the Dutch
Corporate Governance Code would determine independence, inpart, by reference to a Director’s relationships with shareholders
who own at least 10% of the Company, the Board Rules
determine such Director’s independence, in relevant part, byreference to such Director’s relationships with shareholders
who own at least 5% of the Company.
The Remuneration, Nomination and Governance Committeeof the Board of Directors (the “RNGC”) is charged withrecommending to the Board of Directors the names of candidates
to succeed active Board Members after consultation with the
Chairman of the Board of Directors and the CEO.
The Board of Directors, deciding by simple majority vote,proposes individuals to the Shareholders’ Meeting of theCompany for appointment as Directors by the Shareholders’Meeting. No shareholder or group of shareholders, or any
other entity, has the right to propose, nominate or appoint any
Directors other than the rights available to all shareholders underDutch law.
In addition to the membership and composition rules describedabove, the RNGC, in recommending candidates for the Board of
Directors, and the Board of Directors, in its resolutions proposedto the Shareholders’ Meeting regarding proposals to appoint or
replace a resigning or incapacitated Director, are both required
to apply the following principles:QQ

the preference for the best candidate for the position; andthe maintenance, in respect of the number of Members of
the Board of Directors, of the observed balance among thenationalities of the candidates in respect of the location of themain industrial centres of the Company (in particular among
the nationals of the four (4) Member States of the European
Union where these main industrial centres are located).

The Board of Directors is required to take into account, in the
resolutions proposed in respect of the nomination of Directors
presented to the Shareholders’ Meeting, the undertakings of
the Company to the French State pursuant to the amendment
to the French State Security Agreement and to the German
State pursuant to the German State Security Agreement, ineach case as described more fully in “3.3.2.3 - Undertakings
with Respect to Certain Interests of Certain Stakeholders”. In
practice, this means that (A) two (2) of the Directors submitted
to the shareholders for appointment should also be French
Defence Outside Directors (as deﬁned above) of the French
Defence Holding Company (as deﬁned above) who have been
proposed by the Company and consented to by the French Stateand (B) two (2) of the Directors submitted to the shareholders forappointment should also be German Defence Outside Directors(as deﬁned above) of the German Defence Holding Company(as deﬁned above) who have been proposed by the Company
and consented to by the German State.

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Registration Document 2015
Corporate Governance
4.1 Management and Control

The RNGC endeavours to avoid a complete replacementof outgoing Directors by new candidates and draws up an
appointment and reappointment schedule for the Directors
after consultation with the Chairman and the CEO. In drawing upsuch schedule, the RNGC considers the continuity of companyspeciﬁc knowledge and experience within the Board of Directors
while it takes into account that a Director may at the time of his
appointment or re-appointment not be older than 75 years andensuring that at least one third of Directors positions are either
renewed or replaced every year, provided that exceptions tothese rules may be agreed by the Board of Directors if speciﬁc
circumstances provide an appropriate justiﬁcation for suchexceptions.

b) Role of the Board of Directors
Most Board of Directors’ decisions can be made by a simple
majority of the votes of the Directors (a “Simple Majority”), but
certain decisions must be made by a 2/3 majority (i.e. eight(8) favourable votes) of the Directors regardless of whether
present or represented in respect of the decision (a “Qualified
Majority”). In addition, amendments to certain provisions of
the Board Rules require the unanimous approval of the Boardof Directors, with no more than one Director not present or
represented (including provisions relating to nationality andresidence requirements with respect to Members of the Boardof Directors and the Group Executive Committee). However,no individual Director or class of Directors has a veto right withrespect to any Board of Directors’ decisions.
The Board Rules specify that in addition to the Board of
Directors’ responsibilities under applicable law and the
Articles of Association, the Board of Directors is responsible
for certain enumerated categories of decisions. Under the
Articles of Association, the Board of Directors is responsible
for the management of the Company. Under the Board Rules,
the Board of Directors delegates the execution of the strategy
as approved by the Board of Directors and the day-to-day
management of the Company to the CEO, who, supported by
the Group Executive Committee, makes decisions with respect
to the management of the Company. However, the CEO may notenter into transactions that form part of the key responsibilitiesof the Board of Directors unless these transactions have been
approved by the Board of Directors.
Matters that require Board of Directors’ approval include among
others, the following items (by Simple Majority unless otherwise
noted):
approving any change in the nature and scope of the businessof the Company and the Group;Q
debating and approving the overall strategy and the strategicplan of the Group;Q
approving the operational business plan of the Group and theyearly budget of the Group, including the plans for Investment,
R&D, Employment, Finance and, as far as applicable, major
programmes;Qnominating, suspending or revoking the Chairman of theBoard of Directors and the CEO (Qualiﬁed Majority);Q
approving of all of the Members of the Group Executive
Committee as proposed by the CEO and their service
contracts and other contractual matters in relation to the Group
Executive Committee and deciding upon the appointment andremoval of the Secretary to the Board of Directors on the basisof the recommendation of the RNGC;
Q
approving the relocation of the headquarters of the principal
companies of the Group and of the operational headquartersof the Company (Qualiﬁed Majority);Q
approving decisions in connection with the location of new
industrial sites material to the Group as a whole or the changeof the location of existing activities that are material to theGroup;
Q
approving decisions to invest and initiate programmes ﬁnancedby the Group, acquisition, divestment or sale decisions, ineach case for an amount in excess of € 300 million;Q
approving decisions to invest and initiate programmes ﬁnancedby the Group, acquisition, divestment or sale decisions, ineach case for an amount in excess of € 800 million (Qualiﬁed
Majority);Q
approving decisions to enter into and terminate strategic
alliances at the level of the Company or at the level of one ofits principal subsidiaries (Qualiﬁed Majority);Q
approving matters of shareholder policy, major actions or
major announcements to the capital markets; andQapproving decisions in respect of other measures andbusiness of fundamental signiﬁcance for the Group or which
involves an abnormal level of risk.
Q

The Board of Directors must have a certain number of Directors
present or represented at a meeting to take action. This quorum
requirement depends on the action to be taken. For the Boardof Directors to make a decision on a Simple Majority matter, amajority of the Directors must be present or represented. For
the Board of Directors to make a decision on a Qualiﬁed Majority
matter, at least ten (10) of the Directors must be present or
represented. If the Board of Directors cannot act on a Qualiﬁed
Majority Matter because this quorum is not satisﬁed, the quorum
would decrease to eight (8) of the Directors at a new duly calledmeeting.
In addition, the Board Rules detail the rights and duties ofthe Members of the Board of Directors and sets out the core
principles with which each and every Member of the Board of
Directors shall comply and shall be bound by, such as acting in
the best interest of the Company and its stakeholders, devoting
necessary time and attention to the carrying out of their duties
and avoiding any and all conﬂicts of interest.

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4.

Corporate Governance
4.1 Management and Controlc) The Board of Directors in 2015(i) Composition of the Board of Directors in 2015
Airbus Group Board Of Directors
Committee
Memberships

Name

StatusPrimaryoccupation& Other PublicCompany Board

Independent

Chairman of
the Board of Directorsof Airbus Group SE

9/9

Executive

Chief Executive
Ofﬁcer of Airbus
Group SE

9/9

Independent

Chairman of
the Supervisory Boardof Daimler AG

7/9

NonIndependent

Former Memberof the Management
Boards of Airbus
Group SE and of
Northrop Grumman

9/9

2016

Independent

Vice Presidentof the Federation ofGerman Industries (BDI)

9/9

re-elected
in 2013

2016

Independent

Former Member ofthe Management Boardof Deutsche Bank AG

8/9

2013

2016

Independent

Founder and CEOof ALP

8/9

Independent

Chairman and Chief
Executive Ofﬁcer
of ArcelorMittal

9/9

Independent

Former General
Manager of IBM
Spain and Portugal

2016

Independent

Chairmanof Anglo American
PLC

8/9

2016

Independent

Honorary Presidentof BNP Paribas S.A.

7/9

Independent

Honorary Governorof Banque de France
and former Presidentof the European
Central Bank

9/9

Age Since
Denis
RANQUE

64

2013

Term
expires Director expertise

2016

2012,

ThomasENDERS

57

ManfredBISCHOFF

Ralph D.
CROSBY, JR.

Hans-Peter
KEITEL

73

68

68

Hermann-Josef
LAMBERTI60

Anne
LAUVERGEON 56

Lakshmi N.
MITTAL
María Amparo
MORALEDAMARTÍNEZ

re-elected
in 2013

2013

2016

2016

2013

2016

2013
2007,

2007,
65

51

re-elected
in 2013

2015

2016

2018

2007,

Sir John
PARKER

73

MichelPEBEREAU

Jean-Claude
TRICHETre-elected
in 20132007,74

re-elected
in 20132012,73

re-elected
in 2013

2016

Attendance
to the Board
meetings
Audit

Remuneration
Nomination
andGovernance

5/5(from AGM
2015)

5 meetings
80%
average
Attendancerate

6 meetings
96%
average
Attendance
rate

Status as of 23 February 2016.
The professional address of all members of the Board of Directors for any matter relating to Airbus Group is Mendelweg 30, 2333 CS Leiden, The Netherlands.
ChairmanMemberGlobal Industrial Business /Engineering & Technology /Geopolitical Economics /Defence Industry /Manufacturing & Production /Information & Data Management /Aerospace Industry /Asia

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 106 l

Finance & Audit /Registration Document 2015
Corporate Governance
4.1 Management and Control

The Company has not appointed observers to the Board of Directors. Pursuant to applicable Dutch law, the employees are notentitled to elect a Director. There is no minimum number of shares that must be held by a Director.

(ii) Curriculum Vitae and other Mandates and Duties Performed in any Company by the Members of the Board of
Directors in 2015

Denis RANQUE

64 years old
Director since 2013
Independent

Curriculum Vitae
Denis Ranque began his career at the French Ministry for Industry, where he held various positions in
the energy sector, before joining the Thomson group in 1983 as Planning Director. The following year,
he moved to the electron tubes division, ﬁrst as Director of space business, then, from 1986, as Directorof the division’s microwave tubes department. Two years later, the electron tubes division became the
afﬁliate Thomson Tubes Électroniques, and Denis Ranque took over as Chief Executive of this subsidiaryin 1989. In April 1992, he was appointed Chairman and CEO of Thomson Sintra Activités Sous-marines.
Four years later, he became CEO of Thomson Marconi Sonar, the sonar systems joint venture set upby Thomson-CSF and GEC-Marconi. In January 1998, Denis Ranque was appointed Chairman andChief Executive Ofﬁcer of the Thomson-CSF group, now called Thales. He resigned from this position in
May 2009, as a consequence of a change in shareholding. From February 2010 to June 2012 he has been
Non-Executive Chairman of Technicolor. Since October 2001, he has also been Chairman of the Boardof the École des Mines ParisTech, and since September 2002, Chairman of the Cercle de l’Industrie, anassociation which unites France’s biggest industrial companies; both mandates ended in June 2012. He
is Member of the Boards of directors of Saint-Gobain and CMA-CGM. Since October 2013, he chairs The
Haut Comité de Gouvernement d’Entreprise, the newly created independent body put in place by the
French Code of corporate governance for monitoring and encouraging progress in this ﬁeld. Since 2014
he is also co-Chairman of La Fabrique de l’industrie, a think tank dedicated to industry and a memberof the French Academy for Technologies (“Académie des Technologies”). Denis Ranque, born 1952, is a
graduate of France’s École Polytechnique and the Corps des Mines.
Current Mandates:- Chairman of the Board of Directors of Airbus Group SE;- Member of the Board of Directors of Saint Gobain;- Member of the Board of Directors of CMA-CGM;- Member of the Board of Directors of Scilab Enterprise SAS;
- President of the French Haut Comité de Gouvernement d’Entreprise;- President of the Board of Foundation de l’École Polytechnique.
Former mandates for the last ﬁve years:- Director of CGG VERITAS (2010 to 2012);- Director of CMA CGM (2009 to 2012);- Director of Fonds Stratégique d’Investissement (2011 to 2012);- Chairman of Technicolor (2010 to 2012).

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4.

Corporate Governance
4.1 Management and Control

Manfred BISCHOFF

73 years old
Director since 2013
Independent

Curriculum Vitae
Manfred Bischoff was born 22 April 1942. He holds a diploma and PhD in Economics from the University
of Heidelberg. Having joined Daimler-Benz AG in 1976, Mr. Bischoff became Chief Financial Ofﬁcer ofMercedes-Benz do Brasil in 1988. In 1989, he was appointed to the Board of Management of Deutsche
Aerospace (later DaimlerChrysler Aerospace AG) as CFO and in 1995 became Chairman of the Boardof Management of Daimler-Benz Aerospace (later Daimler Chrysler Aerospace AG) and a Member of theBoard of Management of Daimler-Benz AG. At the foundation of EADS in 2000, Mr. Bischoff became its
Chairman, a position he held until April 2007, when he was elected Chairman of the Supervisory Boardof DaimlerChrysler AG. Currently, Manfred Bischoff is also Member of the Board of Unicredit S.p.A., andMember of the Supervisory Board of SMS GmbH.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Chairman of the Supervisory Board Daimler AG;- Member of the Supervisory Board SMS GmbH;- Member of the Board of Directors Unicredit S.p.A.;- Multiple memberships in non-proﬁt Boards.
Former mandates for the last ﬁve years:- Member of the Supervisory Board Fraport AG (until May 2012);- Member of the Supervisory Board KPN N.V. (until April 2013);- Chairman of the Supervisory Board and Chairman of the Shareholder Committee Voith GmbH(until September 2014).

Ralph Dozier CROSBY

68 years old
Director since 2013
Non-Independent

Curriculum Vitae
Ralph Crosby was Member of the Executive Committee of EADS from 2009-2012 and served as Chairman
and CEO of EADS North America from 2002-2009. He presently serves as an Independent Director of
American Electric Power headquartered in Columbus, Ohio, where he chairs the Human Resources
Committee; and Serco, headquartered in London, United Kingdom. Furthermore, Mr. Crosby serves on
the Board of Directors, and Executive Committee of the Atlantic Council of the United States. Prior tojoining EADS, Mr. Crosby was an Executive with Northrop Grumman Corporation, where he had served
as a Member of the Corporate Policy Council with positions including President of the Integrated Systems
Sector, Corporate Vice President and General Manager of the Company’s Commercial Aircraft Division andCorporate Vice President and General Manager of the B-2 Division. Prior to his industry career, Mr. Crosby
served as an ofﬁcer in the US Army, where his last military assignment was as military staff assistant to
the Vice President of the United States. Mr. Crosby is a graduate of the US Military Academy at West
Point, and holds Master’s degrees from Harvard University, and the University of Geneva, Switzerland.
He is the recipient of the James Forrestal Award from the National Defense Industrial Association, andhas been awarded Chevalier of the Legion d’Honneur of France.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Member of the Board of Directors (Supervisory Board) of American Electric Power Corporation;- Member of the Board of Directors (Supervisory Board) of Serco, PLC.;- Member of the Board of Directors and Member of the Executive Committee of the Atlantic Councilof the United States.
Former mandates for the last ﬁve years:- Executive Chairman of EADS North America (retired 31 December 2011);- Member of the Board of Directors (Supervisory Board) of Ducommun Corporation (resigned June 2013).

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Registration Document 2015
Corporate Governance
4.1 Management and Control

Thomas ENDERS

57 years old
Director since 2012,
re-elected in 2013
Executive

Curriculum Vitae
Thomas (“Tom”) Enders was appointed Chief Executive Ofﬁcer (CEO) of Airbus Group, effective 1 June
2012, after having been CEO of Airbus since 2007. Before that he served as Co-CEO of EADS between
2005 and 2007. He was Head of the Group’s Defence division 2000-2005. Tom Enders has been a memberof the Executive Committee of Airbus Group since its creation in 2000. Prior to joining the aerospaceindustry in 1991, Mr. Enders worked, inter alia, in the German Ministry of Defence and in various Foreign
Policy think tanks. He studied Economics, Political Science and History at the University of Bonn and at
the University of California in Los Angeles.
Mr. Enders was President of the BDLI (German Aerospace Industry Association) from 2005 to 2012.
He is member of the BDI Presidential Board (German Industry Association) since 2009. From 2005 to2009 he was Chairman of the Atlantik-Brücke e.V. In 2014, Mr. Enders joined the Advisory Council of theMunich Security Conference as well as the Senate of the Max-Planck-Gesellschaft. From 2011 to 2015,
Tom Enders was member of the Business Advisory Group of UK Prime Minister David Cameron. He sitson the Joint Advisory Council of Allianz SE since 2013.
Current Mandates:- Chief Executive Ofﬁcer of Airbus Group SE;- Member of the Executive Committee of Airbus Group SE;- Chairman of the Shareholder Committee of Airbus SAS;
- Chairman of the Supervisory Board of Airbus Helicopters SAS;
- Chairman of the Supervisory Airbus DS Holding B.V.;- Chairman of the Supervisory Board of Airbus Defence and Space Deutschland GmbH;- Member of the Board of Directors of the BDI (Federation of German Industry);- Member of the Governing Board of HSBC Trinkhaus;- Member of the International Advisory Board of Atlantic Council of the US;- Member of the Joint Advisory Council of Allianz SE;- Member of the Board of Directors of WORLDVU Satellites, Ltd. (OneWeb).
Former mandates for the last ﬁve years:- President and Chief Executive Ofﬁcer of Airbus SAS (from 2007-2012);- President of the BDLI (Bundesverband der deutschen Luft- und Raumfahrtindustrie e.V.)
from 2005-2012;- Chairman of the Advisory Council for Aeronautics Research and Innovation in Europe (ACARE)
from 2011-2013.

Hans-Peter KEITEL

68 years old
Director since 2013
Independent

Curriculum Vitae
Hans-Peter Keitel served as President of the Federation of German Industries (BDI) from 2009 to 2012 andnow (since 2013) serves as one of its Vice Presidents. Prior to this he served nearly 20 years at Hochtief –ﬁrst as Director for International Business and subsequently from 1992 to 2007 as Chief Executive Ofﬁcer.
He started his career in 1975 at Lahmeyer International as a technical Advisor and project manager being
involved in large scale global infrastructure projects in over 20 countries. He also advised the arranging
banks of the Channel Tunnel Consortium. Mr. Keitel has graduated from the Universities of Stuttgart andMunich in Construction Engineering and Economics and has received a PhD in Engineering from the
University of Munich.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Member of the Supervisory Board of RWE AG;- Chairman of the Supervisory Board of Voith GmbH;- Member of the Supervisory Board of ThyssenKrupp AG;- Deputy Chairman of the Supervisory Board of National-Bank AG.
Former mandates for the last ﬁve years:- Member of the Supervisory Board of Commerzbank AG (until 20 May 2014);- Member of the Supervisory Board of Deutsche Messe AG.

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Hermann-Josef LAMBERTI

60 years old
Director since 2007,
re-elected in 2013
Independent

Hermann-Josef Lamberti was Member of the Management Board of Deutsche Bank AG from 1999 until 2012and operated as the bank’s Chief Operating Ofﬁcer. As COO he had global responsibility for Human Resources,
Information Technology, Operations and Process Management, Building and Facilities Management as well as
Purchasing. He joined Deutsche Bank in Frankfurt in 1998 as Executive Vice President. From 1985, he held
various management positions within IBM, working in Europe and the United States, in the ﬁelds of controlling,internal application development, sales, personal software, marketing and brand management. In 1997, he
was appointed Chairman of the Management of IBM Germany. Mr. Lamberti started his career in 1982 with
Touche Ross in Toronto, before joining the Chemical Bank in Frankfurt. He studied Business Administration at
the Universities of Cologne and Dublin, and graduated with a Master’s degree.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Chairman of the Society of Freunde der Bachwoche Ansbach e.V.;- Member of the Board of Trustees of Institute for Law and Finance Frankfurt;- Chairman of the Advisory Board: Wirtschaftsinitiative FrankfurtRheinMain e.V.;- Member of the Board of Trustees of Johann Wolfgang Goethe-Universität Fachbereich
Wirtschaftswissenschaften and Member of the Board of Trustees of Frankfurt Institute for Advanced Studies(FIAS) of Goethe-Universität;- Member of the Supervisory Board ING Group N.V.;- Senior Business Advisor Advent International GmbH;- Member of the Supervisory Board Open-Xchange AG;- Owner / Managing Director Frankfurt Technology Management GmbH.
Former mandates for the last ﬁ ve years:- Executive Customer of the Advisory Council of Symantec Corporation (resigned 12 May 2010);- Member of the Board of Trustees of Baden-Badener Unternehmergespräche - Gesellschaft zur Förderung desUnternehmensnachwuchses e.V. (resigned 13 May 2010);- Member of the Board of Trustees of Wallraf-Richartz-Museum und Museum Ludwig e.V. (resigned 31 January 2011);- Member of the Founder Council of Wallraf-Richartz-Museum (resigned 31 January 2011); and- Member of the Senate of Fraunhofer Gesellschaft. (resigned 31 December 2011); and- Member of the Management Board of Deutsche Bank AG (resigned 31 May 2012);- Member of the Supervisory Board of BVV Versicherungsverein des Bankgewerbes A.G. und BVV
Versorgungskasse des Bankgewerbes e.V. (resigned 21 June 2012);- Member of the Supervisory Board of Deutsche Börse AG (resigned 16 May 2012);- Member of the Supervisory Board of Deutsche Bank Privat-und Geschäftskunden AG (resigned 24 May 2012);- Member of the Board of Management of Arbeitgeberverband des privaten Bankgewerbes e.V.
(resigned 21 June 2012);- Deputy member of the Deposit Insurance Committee of Bundesverband deutscher Banken e.V.
(resigned 21 June 2012);- Delegate of the Delegates’ Assembly of the Deposit Insurance Committee of Bundesverband deutscher
Banken e.V. (resigned 21 June 2012);- Member of the Financial Community Germany Committee of Bundesverband deutscher Banken e.V.
(resigned 21 June 2012);- Member of the Board of Management of Deutsches Aktieninstitut e.V. (resigned 21 June 2012);- Member of the Board of Trustees of e-Finance Lab Frankfurt am Main (resigned 31 May 2012);- Member of the Stock Exchange Council of Eurex Deutschland (resigned 31 May 2012);- Member of the Stock Exchange Council of Frankfurter Wertpapierbörse AG (resigned 31 May 2012);- Member of the Advisory Board of Institut für Unternehmensplanung - IUP (resigned 31 May 2012);- Member of the Board of Trustees of Junge Deutsche Philharmonie (resigned 8 October 2012);- Deputy Chairman of the Board of Trustees of the Society of Promotion of Kölner Kammerorchester e.V.
(resigned 31 May 2012);- Member of the Programme Advisory Board of LOEWE Landes-Offensive zur Entwicklung Wissenschaftlich­ökonomischer Exzellenz des Hessischen Ministeriums für Wissenschaft und Kunst (resigned 14 June 2012);- Member of the Advisory Circle of Münchner Kreis (resigned 31 May 2012);- Deputy member of the Advisory Board of Prüfungsverband deutscher Banken e.V. (resigned 31 May 2012);- Member of the Administrative Council of Universitätsgesellschaft Bonn-Freunde, Förderer, Alumni(resigned 31 May 2012);- Member of the Advisory Board in the centre for market-orientated corporate management of WHU(resigned 31 May 2012);- Member of the Commission of Börsensachverständigenkommission (Bundesﬁnanzministerium)(resigned 31 May 2012);- Member of the Management Board and Member of the Executive Committee of Frankfurt Main Finance e.V.
(resigned 31 May 2012);- Member of the Advisory Board of Fraunhofer-IUK-Verbund (resigned 31 May 2012);- Member of the Executive Committee and of the Steering Committee of Frankfurt RheinMain e.V.
(resigned 31 May 2012);- Member of the Senate of acatech – Deutsche Akademie der Technikwissenschaften e.V. (resigned 31 May 2012);- Member of the Board of Directors of American Chamber of Commerce in Germany (resigned 11 May 2012);- Member of the Board of Trustees of Hanns Martin Schleyer-Stiftung (resigned 21 June 2012).

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Anne LAUVERGEON

56 years old
Director since 2013
Independent

Curriculum Vitae
Anne Lauvergeon is founder and CEO of A.L.P S.A., a French advisory and investments company.
Mrs. Lauvergeon is a graduate of the École Normale Supérieure and the French National School of Mining
Engineer. She holds an advanced degree in Physics & Chemistry. From 2011 to 2014, Mrs. Lauvergeon
was Partner of Efﬁciency Capital, a fund dedicated to technology and natural resources. She was CEO
of Areva from July 2001 to June 2011, and Chairman and CEO of Areva NC from June 1999 to July 2011.
In 1997, she worked at Alcatel as Senior Executive Vice President, member of the Executive Committee,
in charge of international business and industrial holdings. From 1995 to 1997 she was Partner of Lazard
Frères & Cie. Before that, from 1990 to 1995, she worked for the French President’s ofﬁce, in charge ofinternational economy and foreign trade missions in 1990, then as Deputy Chief of Staff and personal
representative to the French President, in charge of the G7/G8 Summits’ from 1991. Anne Lauvergeon
began her career in 1983 in the steel industry, at Usinor, before working on nuclear & chemical safetyissues in Europe at the French Atomic Energy Commission. Mrs. Lauvergeon is Doctor Honoris Causa of
the Imperial College, London (2008), Fellow of the Royal Academy of Engineering (UK 2011) and Fellowof the Royal Academy of Belgium (2012).
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Member of the Board of Directors of AMERICAN EXPRESS;- Member of the Board of Directors of RIO TINTO;- Member of the Board of Directors of SUEZ ENVIRONNEMENT;- Member of the Board of Directors of AVRIL;- Chairman of the Board of Directors of École Nationale Supérieure des Mines de Nancy;- Member of the Board of Directors of PSL University (Paris Sciences et Lettres);- Chairman of A2i fund Agir pour l’Insertion dans l’Industrie (Union des Industries Métallurgiqueset Minières).
Former mandates for the last ﬁve years:- CEO of AREVA (resigned June 2011);- Chairman and CEO of AREVA NC (resigned July 2011);- Member of the Executive Committee of Mouvement des Entreprises de France (resigned in 2012);- Member of the Board of GDF SUEZ (resigned April 2012);- Member of the Trilateral Commission (resigned in 2013);- Member of the Executive Committee of Global Compact (resigned July 2013);- Board Member of VODAFONE Plc (resigned July 2014);- Chairman of the Supervisory Board of the French newspaper LIBERATION(resigned February 2014);- Member of the Board of Directors of TOTAL S.A (resigned in 2015).

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Lakshmi N. MITTAL

65 years old
Director since 2007,
re-elected in 2013
Independent

Curriculum Vitae
Lakshmi N. Mittal is the Chairman and CEO of Arcelor Mittal. He founded Mittal Steel Company in1976 and led its 2006 merger with Arcelor to form ArcelorMittal, the world’s largest steelmaker. He is
widely recognised for his leading role in restructuring the global steel industry, and has over 35 years’
experience working in steel and related industries. Among his manifold mandates, Mr. Mittal is Memberof the Board of Directors of Goldman Sachs, of the World Economic Forum’s International BusinessCouncil, and of the Foreign Investment Council in Kazakhstan. Furthermore, he has been awarded
numerous recognitions from international institutions and magazines and is closely associated with anumber of non-proﬁt organisations.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Chairman of the Board of Directors and CEO of ArcelorMittal SA;- Chairman of the Board of Directors of Aperam SA;- Member of the Board of Directors of Goldman Sachs;- Member of the Executive Committee of World Steel Association;- Member of the World Economic Forum’s International Business Council;- Member of the Foreign Investment Council in Kazakhstan;- Member of Board of Trustees of Cleveland Clinic;- Member of Executive Board of Indian School of Business;- Governor of ArcelorMittal Foundation;- Trustee of Gita Mittal Foundation;- Trustee of Gita Mohan Mittal Foundation;- Trustee of Lakshmi and Usha Mittal Foundation;- Chairman of Governing Council of LNM Institute of Information Technology;- Trustee of Mittal Champion Trust;- Trustee of Mittal Children’s Foundation;- Member of the Governing Board of St Xaviers College Kolkata.
Former mandates for the last ﬁve years:- Member of the Board of Directors of ICICI Bank Limited (resigned May 2010);- Member of the Board of Commonwealth Business Council Limited (resigned February 2011);- Member of the Business Council (resigned December 2011);- Member of the Managing Committee of Lakshmi Niwas and Usha Mittal Foundation(resigned December 2011);- Member of the Board of ArcelorMittal USA Inc. (resigned September 2012);- Member of the Presidential International Advisory Board of Mozambique;- Member of the Advisory Board of the Kellogg School of Management;- President of Ispat Inland ULC (resigned January 2013);- Member of the Prime Minister of India’s Global Advisory Council;- Member of President’s Domestic and Foreign Investors Advisory Council, Ukraine;- Gold Patron of Prince’s Trust;- Member of the Board of ONGC Mittal Energy Ltd.;- Member of the Board of ONGC Mittal Energy Services Ltd.

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María Amparo MORALEDA MARTÍNEZ

51 years old
Director since 2015
Independent

Curriculum Vitae
Amparo Moraleda graduated as an industrial engineer from the ICAI (Escuela Técnica Superior de Ingenieria
Industrial) Madrid and holds a PDG from IESE Business School in Madrid. Between January 2009 andFebruary 2012, she was Chief Operating Ofﬁcer of Iberdrola SA’s International Division with responsibility
for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction
from January 2009 to January 2011. Previously, she served as General Manager of IBM Spain and Portugal(2001-2009). In 2005 her area of responsibility was extended to encompass Greece, Israel and Turkey as
well. Between 2000 and 2001, she was executive assistant to the Chairman and CEO of IBM Corporation.
From 1998 to 2000, Ms Moraleda was General Manager of INSA (a subsidiary of IBM Global Services).
From 1995 to 1997, she was HR Director for EMEA at IBM Global Services and from 1988 to 1995 held
various professional and management positions at IBM España. Ms Moraleda is also a member of various
boards and trusts of different institutions and bodies, including the Academy of Social Sciences and theEnvironment of Andalusia, the Board of Trustees of the MD Anderson Cancer Center in Madrid and theInternational Advisory Board of the Instituto de Empresa Business School and member of the Madrid
Advisory Board of IESE.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Member of the Board of Directors of Faurecia SA;- Member of the Board of Directors of Solvay SA;- Member of the Board of Directors of Caixabank;- Member of the Supervisory Board of CSIC (Consejo Superior d’Investigaciones Cientiﬁcas);- Member of the Advisory Board of KPMG Spain;- Member of the Advisory Board of SAP Spain.
Former mandates for the last ﬁve years:- Member of the Board of Directors of Alstom SA;- Member of the Board of Directors of Meliá Hotels International SA (ended June 2015);- Member of the Board of Corporación Financiera Alba SA (ended October 2014).

Sir John PARKER

73 years old
Director since 2007,
re-elected in 2013
Independent

Curriculum Vitae
Sir John Parker is Chairman of Anglo American PLC, Chairman of Pennon PLC, Non-Executive Director ofCarnival PLC and Carnival Corporation. He has completed his term 2011-2014 as President of the Royal
Academy of Engineering. He stepped down as Chairman of National Grid PLC in December 2011. His
career has spanned the engineering, shipbuilding and defence industries, with some 25 years’ experienceas CEO including Harland & Wolff and the Babcock International Group. He also chaired the Court of the
Bank of England between 2004 and 2009. Sir John Parker studied Naval Architecture and MechanicalEngineering at the College of Technology, Queens University, Belfast.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Director of Carnival PLC and Carnival Corporation;- Chairman Anglo American PLC (2009 – Present);- Chairman Pennon Group PLC (August 2015 – Present);- Director of White Ensign Association Limited;- President of the Royal Academy of Engineering;- Visiting fellow of the University of Oxford.
Former mandates for the last ﬁve years:- Deputy Chairman of D.P. World (Dubai) (resigned July 2015);- Chancellor of the University of Southampton (resigned July 2011);- Member of the International Advisory Board of Citigroup (dissolved December 2011);- Chairman of National Grid PLC (resigned January 2012).

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Michel PÉBEREAU

74 years old
Director since 2007,
re-elected in 2013
Independent

Curriculum Vitae
Michel Pébereau was Chairman of the Board of BNP Paribas between 2003 and 2011. He presided
over the merger that created BNP Paribas in 2000, becoming Chairman and Chief Executive Ofﬁcer(CEO). In 1993, he was appointed Chairman and CEO of the Banque Nationale de Paris and privatised
it. Previously, he was Chairman and CEO of the Crédit Commercial de France. He started his career in1967 at the Inspection Générale des Finances. In 1970 he joined the French Treasury, where he held
various high ranking posts. Mr. Pébereau is an alumnus of the École Nationale d’Administration and of
the École Polytechnique.
Current Mandates:- Member of the Board of Directors of Airbus Group SE;- Manager of “MJP Conseil”;- Chairman of “Centre des Professions Financières”;- Chairman of the Board of “Fondation ARC pour la Recherche sur le Cancer”;- Member of the Board of Directors of “Pargesa Holding SA”, Switzerland;- Vice-Chairman and Member of the Supervisory Board of “Banque Marocaine
pour le Commerce et l’Industrie”, Morocco;- Member of the Executive Committee of “Institut de l’Entreprise”;- Member of the “Académie des Sciences Morales et Politiques”;- Member of “Fondation Nationale des Sciences Politiques”;- Member of the “Conseil d’orientation Strategique of Mouvement des Entreprises de France”;- Chairman of the Strategic Board of “ESL Network (SAS);- Partner in “Paris fait son cinéma (SAS)”;- Honorary President of CCF (now HSBC France);- Member of “Centre National Éducation Économie (CNEE)”;- Member of the Sponsoring Committee of “Cercle Jean-Baptiste Say”;- Chairman of “Club des partenaires of TSE”;- Member of the Sponsoring Committee of “Collège des Bernardins”;- Member of the Board Directors of “Fondation Jean-Jacques Laffont – TSE”;- Chairman of the Strategic Board of “Institut Vaucanson”.
Former mandates for the last ﬁve years:- Censor of “Galeries Lafayette SA”;
- Member of the Board of Directors of Lafarge (until May 2011);- Chairman of the Board of Directors of BNP Paribas (until December 2011);- Member of the Board of Directors of Axa (until April 2013);- Member of the Board of Directors of Saint-Gobain (until June 2013);- Member of the Board of Directors of “Total SA”;
- Member of the Board of Directors of “BNP Paribas (Suisse) SA”;
- Member of the Supervisory Board of “Institut Aspen France”.

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Jean-Claude TRICHET

73 years old
Director since 2012,
re-elected in 2013
Independent

Curriculum Vitae
Jean-Claude Trichet was President of the European Central Bank, of the European Systemic Risk Boardand of the Global Economy meeting of Central Bank Governors in Basel until the end of 2011. Previously,
he was in charge of the French Treasury for six years and was Governor of Banque de France for ten
years. Earlier in his career, he held positions within the French Inspection Générale des Finances, aswell as the Treasury department, and was Advisor to the French President for microeconomics, energy,
industry and research (1978-1981). Mr. Trichet graduated from the École des Mines de Nancy, the Institutd’Études Politiques de Paris and the University of Paris in Economics, is a Doctor Honoris Causa of several
universities and an alumnus of the École Nationale d’Administration.

Current Mandates:- Member of the Board of Directors of Airbus Group SE;- President of “JCT Conseil, Paris”;- Chairman and CEO of the G30 (non-proﬁt organisation), Washington D.C.;- Chairman of the Board of Directors of the BRUEGEL Institute, Brussels(non-proﬁt organisation);- European Chairman of the Trilateral Commission (non-proﬁt organisation).
Former mandates for the last ﬁve years:- President of the European Central Bank (end of mandate 01 November 2011);- President of the Global Economy meeting of Central Bank Governors in Basel(end of mandate 01 November 2011);- President of the European Systemic Risk Board (end of mandate 01 November 2011);- President of the Group of Governors and Heads of Supervision (GHOS)(end of mandate 01 November 2011);- President of SOGEPA -Société de Gestion de Participations Aéronautiques- (from 2012 up to 2013).

(iii) Operation of the Board of Directors in 2015

Independent Directors
The Independent Directors appointed pursuant to the criteria
of independence set out above are Denis Ranque, Manfred
Bischoff, Hans-Peter Keitel, Hermann-Josef Lamberti, Anne
Lauvergeon, Lakshmi N. Mittal, Sir John Parker, Michel
Pébereau, Maria Amparo Moraleda Martinez (from AGM 2015)
and Jean-Claude Trichet.

Prior Offences and Family Ties
To the Company’s knowledge, none of the Directors (in either
their individual capacity or as Director or senior manager of
any of the entities listed above) has been convicted in relation
to fraudulent offences, been the subject of any bankruptcy,
receivership or liquidation, nor been the subject of any ofﬁcial
public incrimination and/or sanction by a statutory or regulatory
authority, nor been disqualiﬁed by a court from acting as a
Member of the administrative, management or supervisory
bodies of any issuer or conduct of affairs of any company,
during at least the last ﬁve years. As of the date of this document,
there are no family ties among any of the Directors.

Board of Directors Meetings
The Board of Directors met 9 times during 2015, and wasregularly informed of developments through business reports
from the Chief Executive Ofﬁcer, including progress on thestrategic and operational plans. The average attendance rate
at these meetings was at 91%.
Throughout 2015, the Board of Directors received reports on thetechnical and commercial progress of signiﬁcant programmes,
such as A400M, A350 XWB, A320neo, A380, and the X6. During
two off-site Board meetings, one in Seville at the A400M ﬁnal
assembly line, and the other in Toulouse, the Board of Directors
seized the opportunity to meet with local management and withthe operative workforce.
In 2015, the Board of Directors initiated the Group’s digitaltransformation and streamlined its defence business. It
reviewed the Airbus product policy and cost competitivenessas well as the evolution of Airbus Helicopters. Directors
supported Management’s initiative to establish a corporate
venture capital fund, dubbed Airbus Group Ventures, as well
as a business innovation centre in Silicon Valley to enhance
the Company’s ability to identify and capitalise on innovative
and transformational technologies and business models.

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Furthermore, the Board of Directors welcomed the selectionof Airbus Defence and Space by OneWeb Ltd. as its industrial
partner for the design and manufacturing of its ﬂeet of initiallymore than 900 small satellites.
Moreover, the Board of Directors focused on the Group’s
ﬁnancial results and forecasts, asset management, compliancein key business processes and in major programmes, as wellas efﬁciency, innovation and corporate social responsibility
initiatives. It reviewed Enterprise Risk Management results,
the internal audit plan, and reoriented the Group’s complianceprogramme by implementing a reinforced anti-corruption policy
called “Business Development Support Initiative”.
Directors also reviewed the Board of Directors succession
process and envisioned a Board staggering plan proposed
for approval at this year’s AGM in which four out of twelve
Directors are either renewed or replaced every year at each
AGM after 2016 to avoid large bloc replacements of Directors
at one single AGM, with the corresponding loss of experienceand integration challenges.

Board Evaluation 2015
In December 2014, the Board of Directors mandated Spencer
Stuart to perform a comprehensive evaluation of the Board of
Directors and its Committees through individual interviews of
all Directors. The interviews covered Directors’ expectations,
governance fit, Board effectiveness, Board composition,
Committees as viewed from the Board and as viewed by theirmembers, Board areas of expertise and working processes,
chairmanship, interaction with executive management,
shareholders, and stakeholders.
The subsequent discussion of the report by the whole Board in
February last year was action-oriented and resulted in a “Board
Improvement Action Plan” for the year 2015. In the meetingon 23 February 2016 the Board reviewed the implementation
progress of this action plan and Directors unanimously agreed
that the following improvement measures have been launchedor are already successfully realised:semi-annual deep-dive in risk management;
rotation opportunities of Audit Committee membership;Q
identiﬁcation of new Board candidates based on Board skills
matrix;Q
Introduction of further female candidates to reach 25% (i.e.
3) women on Board in 2016;Q
refreshed induction programme for new Board of Directors
members;Q
non-executive sessions scheduled at the end of each Board
meeting;Q
identiﬁcation of individual potential top-executive successors;
Q
inclusion of Governance into the RNGC;
Q
intensiﬁcation of exchange with Heads of Business Units andtheir direct reports;
QQ

integration of Board Members’ input when agendas of Board
meetings are drafted;Q
increase of information circulated to Directors particularly
in-between meetings (e.g. analyst reports);
Q
Integration of outside expertise to Board meetings as required.
Q

The Board of Directors decided that a formal evaluation of thefunctioning of the Board and its Committees with the assistanceof a third party expert is conducted every three years. In the year
succeeding the outside evaluation, the Board will perform a selfevaluation and focus on the implementation of the improvement
action plan resulting from the third party assessment. In theintervening second year the General Counsel will issue aquestionnaire and consult Board Members to establish aninternal evaluation. The next Board evaluation will be performedby the General Counsel for the year 2016.

4.1.1.2

Board Committeesa) The Audit Committee
The Audit Committee has four (4) Members and is chaired by
an Independent Director who is not the Chairman of the Boardof Directors or a current or former Executive Director of theCompany. The Chaiman of the Audit Committee shall be, andthe other members of the Audit Committee may be, ﬁnancial
experts with relevant knowledge and experience of ﬁnancial
administration and accounting for listed companies or otherlarge legal entities.
Pursuant to the Board Rules, the Audit Committee makes
recommendations to the Board of Directors on the approvalof the annual ﬁnancial statements and the interim (Q1, H1, Q3)
accounts, as well as the appointment of external auditor andthe determination of his remuneration. Moreover, the Audit
Committee has the responsibility for verifying and making
recommendations to the effect that the internal and external
audit activities are correctly directed, that internal controls are
duly exercised and that these matters are given due importanceat meetings of the Board of Directors. Thus, it discusses withthe auditors their audit programme and the results of the auditof the accounts and it monitors the adequacy of the Group’s
internal controls, accounting policies and ﬁnancial reporting. It
also oversees the operation of the Group’s ERM system andthe Compliance Organisation.
The Chairman of the Board of Directors and the Chief Executive
Ofﬁcer are invited to attend meetings of the Audit Committee. The
Chief Financial Ofﬁcer and the Head of Controlling & Accounting
are requested to attend meetings to present management
proposals and to answer questions. Furthermore, the Head ofCorporate Audit and the Chief Compliance Ofﬁcer are requested
to report to the Audit Committee on a regular basis.

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The Audit Committee is required to meet at least four times
a year. In 2015, it fully performed all of the above described
duties, and met ﬁve times with an average attendance rate of
80%. The average attendance rate was lower than usual dueto the unavailability of former Board Member Josep Piqué iCamps. The average attendance rate of the Audit Committee
would have otherwise been 93%.

b) The Remuneration, Nomination and GovernanceCommittee
The RNGC has four (4) Members, with geographic diversity.
Each Member of the RNGC is an Independent Director. One
Member of the RNGC is a Director who is appointed to theBoard of Directors on the basis of the French State Security
Agreement. One Member of the RNGC is a Director who isappointed to the Board of Directors on the basis of the German
State Security Agreement. The Board of Directors, by a Simple
Majority (deﬁned below), appoints the chair of the RNGC, who
may not be any of the following:
the Chairman of the Board of Directors;
a current or former Executive Director of the Company;
Qa Non-Executive Director who is an Executive Director withanother listed company; orQa Director appointed to the Board of Directors on the basisof the French State Security Agreement or the German State
Security Agreement.
QIn addition, the RNGC reviews top talents, discusses measures
to improve engagement and to promote diversity, reviews the
remuneration of the Group Executive Committee Members forthis year, the Long-Term Incentive Plan, and the variable pay
for the previous year.
Finally, the RNGC performs regular evaluations of theCompany’s corporate governance and makes proposals forchanges to the Board Rules or the Articles of Association.
The guiding principle governing management appointmentsin the Group is that the best candidate should be appointed
to the position (“best person for the job”), while at the sametime seeking to achieve a balanced composition with respect
to gender, experience, national origin, etc. The implementationof these principles should, however, not create any restrictions
on the diversity within the Company’s executive management
team.
The RNGC is required to meet at least twice a year. In 2015, it
fully performed all of the above described duties and met six
times with an average attendance rate of 96%.

QBased upon the recommendations resulting from the Spencer
Stuart Board evaluation at year-end 2014, the Board decided
to systematically include governance matters into the RNGC
as part of its “Improvement Action Plan”. In its meeting on
July 30 the Board approved the corresponding change of theInternal Rules and renamed the Committee into: Remuneration,
Nomination and Governance Committee (formerly the
Remuneration and Nomination Committee).
Pursuant to the Board Rules, the RNGC consults with the CEO
with respect to proposals for the appointment of the members of
the Group Executive Committee and makes recommendations
to the Board of Directors regarding the appointment of theSecretary to the Board of Directors. The RNGC also makes
recommendations to the Board of Directors regarding
succession planning at Board, Group Executive Committee
and Senior Management levels; remuneration strategies andlong-term remuneration plans. Furthermore the Committee
decides on the service contracts and other contractual mattersin relation to the Members of the Board of Directors and theGroup Executive Committee. The rules and responsibilities of
the RNGC have been set out in the Board Rules.

4.1.1.3

The Group Executive Committeea) Nomination and Composition
The Executive Committee of Airbus Group (the “Group Executive
Committee”) is chaired by the Chief Executive Ofﬁcer and its
members are appointed on the basis of their performanceof their individual responsibilities as well as their respective
contribution to the overall interest of the Airbus Group.
The CEO proposes all of the Members of the Group Executive
Committee for approval by the Board of Directors, after
consultation with (a) the Chairman of the RNGC and (b) the
Chairman of the Board of Directors, applying the following
principles:the preference for the best candidate for the position;
the maintenance, in respect of the number of Members of theGroup Executive Committee, of the observed balance among
the nationalities of the candidates in respect of the location of
the main industrial centres of the Group (in particular among
the nationals of the four (4) Member States of the European
Union where these main industrial centres are located); andQ
at least 2/3 of the Members of the Group Executive Committee,
including the CEO and the CFO, being EU nationals andresidents.
QQ

The Board of Directors determines, by simple majority vote,whether to approve all of the Members of the Group Executive
Committee as proposed by the CEO.

The Chairman of the Board of Directors and the Chief Executive
Ofﬁcer are invited to attend meetings of the RNGC. The Headof Airbus Group Human Resources is requested to attend
meetings to present management proposals and to answer
questions.

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4.1 Management and Controlb) Role of the Group Executive Committeec) The Group Executive Committee in 2015

The CEO is responsible for executing the strategy as approvedby the Board of Directors and for managing the day-to-day
operations of the Group’s business and he shall be accountablefor its proper execution accordingly. The Group Executive
Committee supports the CEO in performing this task. The Group
Executive Committee Members shall jointly contribute to theoverall interests of the Company in addition to each member’s
individual operational or functional responsibility within theGroup.

The Group Executive Committee met ﬁve times during 2015.
Amongst others the following matters are discussed at theGroup Executive Committee meetings:

The CEO endeavours to reach consensus among themembers of the Group Executive Committee. In the eventa consensus is not reached, the CEO is entitled to decide
the matter.

appointment by the heads of the Airbus Group Divisions andfunctions of their management teams;Q
major investments;Q
setting up and control of the implementation of the strategy
for the Group’s businesses;
Q
Airbus Group policy matters and management andorganisational structure of the business;Q
performance level of the Group’s businesses and support
functions; andQall business issues, including the operational plan of the Groupand its Divisions and Business Units.
QCOMPOSITION OF THE GROUP EXECUTIVE COMMITTEE IN 2015

Name

Start of term

Principal Occupation2012

Chief Executive Officer Airbus Group

Fernando Alonso*

2015

Head of Military Aircraft Airbus Defence and Space

François Auque2010

EVP Space Systems, Airbus Defence and Space

Thierry Baril2012

Chief Human Resources Officer Airbus Group & Airbus

Jean J. Botti**

2011

Chief Technical Officer Airbus Group

Fabrice Brégier

2012

Airbus Chief Executive Officer

Guillaume Faury

2013

Airbus Helicopters Chief Executive Officer

Bernhard Gerwert

2012

Airbus Defence and Space Chief Executive Officer

Tom Enders

John Harrison*

2015

Group General Counsel Airbus Group

Marwan Lahoud***2012

Chief Strategy and Marketing Officer Airbus GroupJohn Leahy

2012

Airbus Chief Operating Officer – Customers

Allan McArtor

2014

Airbus Group North America Chief Executive Officer

Klaus Richter2015

Chief Procurement Officer Airbus Group & Airbus

Harald Wilhelm

2012

Chief Financial Officer Airbus Group & Airbus

Tom Williams

2015

Airbus Chief Operating Officer

Note: Status as of 31 December 2015. The professional address of all Members of the Group Executive Committee for any matter relating to Airbus Group is Mendelweg 30,2333 CS Leiden, The Netherlands.
* As announced in the corresponding Airbus Group press releases of 29 January 2015 and 17 March 2015 Fernando Alonso and John Harrison have joined the Airbus Group
Executive Committee as of 1 March 2015 and June 2015. Domingo Ureña-Raso was a member of the Airbus Group Executive Committee through January 2015.
** Jean Botti has resigned from his position as announced in the Airbus Group press release of 29 January 2016.
*** In March 2016, Marwan Lahoud became EVP International, Strategy and Public Affairs, Airbus Group.

Tom Enders – Airbus Group CEO
Tom Enders was appointed Chief Executive Ofﬁcer (CEO)of Airbus Group, effective 1 June 2012, after having been
CEO of Airbus since 2007. Before that he served as CoCEO of EADS between 2005 and 2007. He was Head of theGroup’s Defence division 2000 - 2005. Tom Enders has beena member of the Executive Committee of Airbus Group since
its creation in 2000. Prior to joining the aerospace industry in
1991, Mr. Enders worked, inter alia, in the German Ministry of
Defence and in various Foreign Policy think tanks. He studied
Economics, Political Science and History at the University ofBonn and at the University of California in Los Angeles.

Mr. Enders was President of the BDLI (German Aerospace
Industry Association) from 2005 to 2012. He is member ofthe BDI Presidential Board (German Industry Association)
since 2009. From 2005 to 2009 he was Chairman of theAtlantik-Brücke e.V. In 2014, Mr. Enders joined the Advisory
Council of the Munich Security Conference as well as the
Senate of the Max-Planck-Gesellschaft. He is Patron of theGerman Mayday Foundation which supports airmen, womenand their families in times of need. From 2011 to 2015, TomEnders was member of the Business Advisory Group of UK
Prime Minister David Cameron. He sits on the Joint Advisory
Council of Allianz SE since 2013.

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Fernando Alonso – Airbus Defence and Space Headof Military Aircraft
Fernando Alonso was named as Head of Military Aircraft,
Airbus Defence and Space on 29 January 2015 and took up
the position on 1 March 2015. He is a member of the Airbus
Defence and Space Executive Committee and on 1 July 2015
was appointed to the Airbus Group Executive Committee.
Previously he was Senior Vice President Flight and Integration
Tests, Head of Flight Operations since September 2007, and,before that, Vice President Flight Test Division since February
2002. Fernando Alonso began his professional career with
McDonnell Douglas in Long Beach, California in 1979 as aperformance engineer in the company’s ﬂight test department.
Three years later, he joined Airbus as a performance engineer
in the ﬂight division. While remaining with Airbus, he graduatedas a ﬂight test engineer at l’École du Personnel Navigant
d’Essais et de Réception in 1990, and then became a ﬂight
test engineer responsible for aircraft performance of theA330, A340 and A321. Between 1995 and 2002, Fernando
was responsible for the development of ﬂight controls andhandling qualities during the ﬂight test programmes of theA319, A330-200, A340-500 and A340-600. Subsequently,
he was deeply involved in the organisation and coordinationof the ﬂight test campaign of the A380. During a career at
Airbus that has spanned more than 30 years, Fernando has
accumulated more than 4,300 hours of ﬂight tests. He wasa ﬂight test engineer on the maiden ﬂights of A340-200 in
1992, the A319 in 1997, the A380 in April 2005 and mostrecently the A350 XWB in June 2013. Born in Madrid, Spain,
in 1956, he obtained a degree from the Polytechnic Universityof Aeronautical Engineers in Madrid in 1979. He is a keen skier
and tennis player. He and his family are also actively involvedin the French charity Pour un Sourire d’Enfant, fundraisingand organising summer camps for underprivileged children
who live in a municipal dump in Phnom Penh, Cambodia.

François Auque – EVP Space Systems, Airbus
Defence and Space
François Auque became Executive Vice President of Space
Systems and CEO of Airbus Defence and Space France within
the Airbus Defence and Space Division on 1 January 2014.
Prior to assuming this position, he was CEO of Astrium. From1999 onwards, Auque served as Chief Financial Ofﬁcer andMember of the Management Board of Aerospatiale-Matra, oneof the three EADS founding companies, now Airbus Group.
When EADS was created (2000) he became Director of theSpace Division. Auque began his career in 1983 at the Frenchgovernment’s audit agency, Cour des Comptes. He went on towork for the United Nations Board of Auditors, followed by aposition as CFO at Banque La Hénin and later Vice President of
Finance and International Development at Credisuez, both of
the Suez Group. In 1991, he joined Aerospatiale as Corporate
Vice President of Finance and Economics and in 1998 became
Corporate Executive Vice President where he was responsible

for Finance and Strategy at Aerospatiale. François Auque,born on 1 July 1956, is a graduate of the École des Hautes
Études Commerciales (HEC), Institut d’Études Politiques andÉcole Nationale d’Administration (ENA).
Nicolas Chamussy, Chief of Staff to Airbus Group CEO, will
succeed Francois Auque as EVP Space Systems, Airbus
Defence and Space on 1 July 2016.

Thierry Baril – Airbus Group and Airbus CHRO
Thierry Baril was appointed Chief Human Resources Ofﬁcerof Airbus Group on 1 June 2012. In addition, Baril continues
to serve as Airbus Chief Human Resources Ofﬁcer. Thierry
Baril joined Airbus in 2007 as Executive Vice President, Human
Resources, and Member of the Airbus Executive Committee.
Prior to this, Thierry Baril was Executive Vice President Human
Resources at Eurocopter – now Airbus Helicopters – andmember of the Eurocopter Executive Committee from January
2003. In this position, Baril managed the company’s Human
Resources activities globally, including the implementationof Human Resources policies across Eurocopter’s European
sites and its 15 subsidiaries worldwide. He was instrumental in
the implementation of “Vital”, a programme which transformed
Eurocopter as a business. Thierry Baril started his career in1988 as Deputy Human Resources Director at Boccard SA,
and transferred to Laborde & Kupfer-Repelec, a subsidiaryof GEC ALSTHOM, as Human Resources Manager in 1991.
From 1995, Thierry Baril held roles as Human Resources
Director of the Alstom Energy Belfort site and Vice Presidentof Human Resources of the Alstom Energy Group. Following
on from his experience at Alstom Energy, in 1998 Thierry
Baril became Managing Director of Human Resources for
Europe for GE (General Electric) at their Belfort Headquarters,
followed by Vice President of Human Resources at Alcatel
Space’s Headquarters in Toulouse from 2000. Thierry Barilholds a University Degree in Personnel Management, as well
as a Business Degree in Human Resources Management
and Development from the Institut de Gestion Sociale (IGS)in Paris. Thierry Baril was born in February 1965 in Suresnes,
France. He was appointed as a “Chevalier de l’Ordre Nationaldu Mérite” and was further commended as a “Chevalier del’Ordre National de la Légion d’Honneur” in 2012. In 2013, he
was named HR Director of the year by the Hudson, Le Figaro
Economie and Cadremploi Group.

Jean Botti – Airbus Group CTO (departed 31 March
2016, successor to be determined)
Jean Botti joined Airbus Group as Chief Technical Ofﬁcer in
May 2006. Jean Botti began his professional career at Renault
in 1978 before joining the Chassis Engineering division ofGeneral Motors in the US in 1989. Upon his return to France
in 1992, Botti was appointed General Motors’ Director ofEuropean Engineering for chassis components. In 1997,
he returned to the US to take over the reins of the Delphi
Corporation’s Customer Solution Center, a position he held

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until 2002. From 2002 to 2004, he managed Delphi’s new
corporate Dynamics, Propulsion and Thermal Innovation
Center as Chief Technical Ofﬁcer. He rounded out his timeat Delphi as the Business Line Executive for the Powertrain
product line, before joining Airbus Group in 2006. As of early
2016, Botti held 31 patents and four defensive publications forthe work carried out over the course of his career, and waselected as a Delphi Hall of Fame fellow. He also received theGeneral Motors President’s Council Award in 1998, and wasnamed a fellow of the Society of Automotive Engineers (SAE).
Jean Botti graduated from the National Institute of Applied
Sciences in Toulouse, France, in 1986, with a degree inmechanical engineering. He pursued further studies in the US,
where he earned an MBA from Central Michigan University
and a degree in Research and Development Managementfrom the Massachusetts Institute of Technology, both in 1991.
In addition, he was awarded a Ph.D. in mechanical engineeringfrom the National Conservatory of Arts and Trades Paris in
1995, in collaboration with the University of Michigan. Jean
Botti was awarded honorary degrees from Bath University
and Cardiff University in 2010 and 2012 respectively, both in
the UK, as well as from the US´s University of South Alabama
in 2014. Botti has been involved with a number of researchorganisations. Since 2014, he has been serving as a Senatorof the acatech German Academy of Science and Engineering,
advising the institution on strategic matters. In 2013, Botti
joined the French National Air and Space Academy and hebecame a member of the National Academy of Technologies
of France in 2011, where he provided important insights into
new technologies – in particular to the Energy Committee –and was an active contributor to Academy reports promoting
technology in training programmes. Botti also served with theEuropean Research Area Board (ERAB) as the representative
for aeronautics and space. In addition, he served as a memberof the Federation of German Industries’ (BDI) TechnicalCommittee. During his time with Airbus Group, he pushed
the Group forward on the path of innovation in various areas
and through many initiatives. Botti’s perhaps best-known
initiative, the E-Fan all-electric aircraft, is a pioneering project
for which he has received many international awards – mostrecently being bestowed with the prestigious “Pro Pilot Award”
for the “Best Aviation Technical Development of the Year 2015”
at the 13 th Annual Living Legends of Aviation Awards in Los
Angeles. Jean Botti announced his departure from Airbus
Group in January 2016, and will be joining Royal Philips as
its Chief Innovation and Strategy Ofﬁcer as of 1 April 2016.

Fabrice Brégier – Airbus CEO
Fabrice Brégier was appointed President and Chief Executive
Ofﬁcer of Airbus on the 1 June 2012. He is a member of the
Airbus Group Executive Committee. He started his career, in
1983, as a test engineer at the Creys-Malville nuclear power
station, becoming sales manager for Péchiney (Japan) in 1984.
In 1986, he joined the DRIRE Alsace (Ministry of Industry) andwas then appointed Director of Economic and Financial Affairs
within the Ministry of Agriculture in 1989. Previously, he wasappointed President and CEO of Eurocopter in 2003, CEO
of MBDA in 2001 and CEO of BAe Matra Dynamics in 1998.
Mr. Brégier joined Matra Défense in 1993. He is alumnus
of École Polytechnique and École des Mines. Having been
Advisor to several French Ministers, Brégier joined Matra
Défense as Chairman of the Apache MAW GIE (co-operation
with Dasa) and Chairman of the Eurodrone GIE (with STNAtlas). In 1996, he was appointed Director of Stand-Off
activities (Apache, Scalp EG/Storm Shadow) in what had
become Matra BAe Dynamics. In 1998, he became CEOof Matra BAe Dynamics. He was appointed CEO of MBDA,
the leading European missile systems company that was
created in 2001 by Aerospatiale-Matra, British Aerospace andFinmeccanica.In 2003, Fabrice Brégier became President andCEO of the Eurocopter Group – now Airbus Helicopters andwas appointed Head of the Division in June 2005. Mr. Brégier
was appointed Airbus Chief Operating Officer (COO) in
October 2006. As a Member of the EADS – now Airbus
Group – Executive Committee, he was commissioned by Louis
Gallois to improve the overall operational performance of theGroup. At Airbus his responsibilities included the company’s
wide-ranging restructuring and change programme “Power8”,
the Executive Committee functions Operations, Engineeringand Procurement, and the A350 XWB programme. Mr. Brégier
graduated from the École Polytechnique in 1980 and fromthe École des Mines. He was born in 1961 in Dijon, France.

Guillaume Faury – Airbus Helicopters CEO
Guillaume Faury became Chief Executive Ofﬁcer (CEO) of
Airbus Helicopters – formerly Eurocopter – on 1 January
2014 and is a member of the Airbus Group Executive
Committee. Prior to assuming this position, he had been
CEO of Eurocopter since May 2013. He joined Eurocopter
from Peugeot S.A., where he had served as Executive Vice
President for Research and Development since 2010 and
as a Member of the Managing Board since 2009. GuillaumeFaury, a licensed ﬂight test engineer, served in various senior
management functions at Eurocopter from 1998 to 2008
before joining Peugeot S.A. He was Chief Engineer for theEC225/725 programme, Head of the Heavy Helicopter Flight
Test department, Executive Vice President for Commercial
Programmes and, ultimately, Executive Vice President for
Research & Development. Mr. Faury also was a member ofthe Eurocopter Executive Committee.
He started his professional career with the French Defence
Procurement Agency DGA, where he was in charge of Tiger
helicopter ﬂight test activities at the Istres Flight Test Centre.
Faury, born in February 1968, holds an engineering degreefrom the École Polytechnique in Paris as well as an aeronautics
and engineering degree from the École Nationale Supérieurede l’Aéronautique et de l’Espace in Toulouse.

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Bernhard Gerwert – Airbus Defence and Space CEO
Bernhard Gerwert became Chief Executive Officer of Airbus
Defence and Space on 1 January 2014. Prior to assuming
this position, he had served as CEO of Cassidian from 2012
and as Cassidian’s Chief Operating Officer (COO) from 2011.
From 2007 to 2011, Bernhard Gerwert held the position of
CEO of Cassidian Air Systems and was a member of theBoard of Cassidian, until 2010 known as EADS Defence& Security. Bernhard Gerwert began his career in 1979 as a
Planning Engineer at Messerschmitt-Bölkow-Blohm GmbH
(MBB). After having held different positions in Engineering,
Product Support and Controlling at MBB, he became Vice
President Finance & Controlling at Dasa Headquarters in
1990. From 1995 to 2000 he took over various leadership
positions at Dasa, Dornier and Daimler Chrysler Aerospace,including the positions of Chief Financial Officer (CFO) of
the Defence and Civil Systems Division of DaimlerChrysler
Aerospace, as well as CFO of Dornier GmbH and a Memberof the Board of Management from 1997 to 1999. In 2000,
he was appointed Vice President of Electronic Systems
and a member of the Executive Committee of DefenceElectronics & Telecommunications. In 2001, he became
Senior Vice President of Integrated Sensor Systems and amember of the Executive Committee for Systems & DefenceElectronics. In 2004, he took over the role of Senior Vice
President Air and Naval Defence and Member of the Executive
Committee of the Business Unit, Defence & Communication
Systems. In the same year, he became CEO and President of
Defence Electronics and member of the Board of the EADSDefence & Security Division. In addition, he was Corporate
Vice President Marketing & International Sales from 2006.
Bernhard Gerwert, born on 27 April 1953, studied ElectricalEngineering at the University of Paderborn and Industrial
Engineering at the University of Applied Science in Bielefeldin Germany. He holds degrees in Electrical and Industrial
Engineering and was appointed President of the German
Aerospace Industry Association on 1 June 2013.
Former Siemens executive Dirk Hoke succeeded Bernhard
Gerwert as CEO of Airbus Defence and Space on 1 April
2016.

John Harrison – Airbus Group General Counsel
John Harrison has been Group General Counsel since June2015 and is a member of the Group Executive Committee.
Solicitor of the Supreme Court of England & Wales, John
Harrison completed his academic studies at the Universityof McGill, Montréal, Canada. He holds a Bachelor LLB(Hons) and Masters LLM of Laws degree. John Harrison
began his career in 1991 at the international law firm Clifford
Chance, working consecutively in their London, New Yorkand Paris offices. He joined Airbus then Technip S.A. where
he served as Group General Counsel and Member of theGroup Executive Committee from 2007-2015. Prior to joining
Technip, Mr. Harrison fulfilled various senior legal positions in
Airbus Group companies over a ten year period culminating
his tenure from 2003-2007 as General Counsel of the EADSDefence Division. John Harrison was born on 12 July 1967
in the United Kingdom.

Marwan Lahoud – Airbus Group EVP International,
Strategy and Public Affairs
Marwan Lahoud has been EVP International, Strategy andPublic Affairs, Airbus Group since March 2016. Prior to that,
he was Chief Strategy and Marketing Officer of Airbus Group.
Prior to re-joining the Group, he had run MBDA as Chief
Executive Officer since 2003. Marwan Lahoud began his
career at the French Defence procurement agency DGA,in 1989 at the Landes test range, where he served first as
Head of the computation centre, and later as project manager
in charge of upgrading testing systems and coordinating
investments. In 1994, he was appointed Special Advisor to
the Tactical Missile Systems Engineering Division. Then hetook on a new role as Deputy Director, Missiles and Space
Systems. Lahoud contributed to the development of the
1995-2000 Military Planning Act and led several joint workgroups bringing together political, military and industrial
stakeholders, covering issues such as the non-proliferationof weapons of mass destruction, Franco-German spacecooperation and expanded air defence programmes. In early
1995, Marwan Lahoud was appointed Special Advisor to the
French Ministry of Defence. At the end of 1995, he moved toserve as Advisor for Industrial Affairs, Research and Weapons,
where he was responsible for the industrial consolidation
programmes. In May 1998, he joined Aerospatiale as Vice
President Development and also served as Secretary Generalof the Aerospatiale-Matra Hautes Technologies Committee.
In June 1999, Marwan Lahoud was appointed Senior Vice
President Strategy and Planning for Aerospatiale-Matra,
where he also served as Senior Vice President Military Affairs.
After the foundation of EADS in 2000, Marwan Lahoud was
appointed Senior Vice President Mergers & Acquisitions.
During his tenure, he oversaw the creation of Airbus, MBDA
and Astrium. Marwan Lahoud, born on 6 March 1966, isa graduate of France’s École Polytechnique and the École
Nationale Supérieure de l’Aéronautique et de l’Espace.
He is Chairman of Groupement des Industries Françaises
Aéronautiques et Spatiales, Chairman of the Institut desHautes Études Scientifiques, a member of the Supervisory
Board and Chairman of the Audit Committee of BanquePopulaire Caisses d’Epargne, a member of the Board of the
AX Polytechnique alumni association and a member of theBoard of the École Polytechnique. Marwan Lahoud is an
Officer of the French Légion d’Honneur.

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John Leahy – Airbus COO-Customers
John Leahy was appointed Chief Operating Of ficer– Customers of Airbus in July 2005, continuing his
responsibilities as Chief Commercial Ofﬁcer of Airbus, arole he had held since August 1994. His responsibilities
cover all commercial activities including sales, marketing,contracts, business transaction control, asset management,
leasing, and business development. Leahy is a member of the
Airbus Executive Committee and has been a member of the
Airbus Group Executive Committee since September 2012.
One of Leahy’s greatest achievements was to raise Airbus’
market share from 18% in 1995 to over 50% by the turn ofthe century, where it has been maintained over the last 14
years. He also led the commercial activities that resulted in the
successful launch of Airbus’ next generation ﬂagship aircraft
which set the standards for large aircraft in the 21st century,
the A380 and the A350 XWB. Leahy was also a key player
in the launch of the A320neo (New Engine Option) family,
which has become the fastest selling aircraft programme inaviation history. He was also instrumental in the launch of
the A350 XWB family as well as the A330neo. John Leahy
worked for seven years in marketing at Piper Aircraft before
joining Airbus North America in January 1985. He became
Head of Sales in 1988 and then became President of Airbus
North America. Leahy was responsible for the penetrationof the strategic North American market, where most major
US airlines are now Airbus customers. John Leahy holds an
MBA from Syracuse University with concentration in bothFinance and Transportation Management and a BA from
Fordham University with a dual major in Communications
and Philosophy. He is also a licensed multi-engine commercial
pilot and a former ﬂight instructor. In March 2012, he received
one of France’s top civilian awards by being named an Ofﬁcerof the Légion d’Honneur, for his services to European andFrench aviation.

Allan McArtor – Chairman and CEO
of Airbus Group, Inc.
Allan McArtor is Chairman and CEO of Airbus Group, Inc.
and a member of the Airbus Group Executive Committee. He
oversees the operations, activities and strategy of all Airbus
Group companies in the United States, Canada and Latin
America. Allan McArtor continues to serve as Chairman of
Airbus Americas, Inc., and its subsidiaries. In this leadershiprole in the Americas, McArtor has enhanced relationships with
Airbus’ customers, suppliers and government representatives.
He was instrumental in establishing the A320 Aircraft
Assembly Line in Mobile, Alabama. Throughout his career,
Allan McArtor has held a series of leadership and senior
management positions in the military, civil and government
sectors. Before joining Airbus, he was founder, chairman and
CEO of Legend Airlines, a regional airline; he served as the
Administrator of the FAA under President Ronald Reagan from1987 to 1989. McArtor served on the senior management
team of Federal Express from 1979 to 1987 and 1989 to
1994 ﬁrst as Senior Vice President Telecommunications during
the development of FedEx’s extensive satellite-based digital
network, then as Senior Vice President Air Operations for
FedEx’s global airline. Allan McArtor was a combat ﬁghter
pilot in Vietnam, an Associate Professor of Engineering
Mechanics at the Air Force Academy, and a pilot with the
US Air Force’s Thunderbirds Aerial Demonstration Team. He
is a 1964 graduate of the US Air Force Academy (BSE) andholds a master’s degree (MSE) from Arizona State University.
He holds an honorary doctorate degree from Christian
Brothers University in Memphis, Tennessee, in recognitionof his role in establishing the School of Telecommunications
and Information Systems. McArtor is a member of The
Group Executive Committee of The Airbus Group SAS andalso serves on the Board of Directors for Airbus ProSky,
Air Force Academy Athletic Corporation, Align Aerospace,
Atlantic Council International, The European Institute, GKN
Aerospace Transparency Systems, Kymeta Advisory Board,
the NextGen Advisory Committee, Smithsonian National Air& Space Museum and Washington Area Airports Authority.
He also serves on the boards of a number of civic, charitableand educational groups, including the Air Force Memorial
Foundation Board of Trustees, Camp Soaring Eagle, The
Falcon Foundation, Sabre Society and the St. Jude’s Children’s
Research Hospital Professional Advisory Board. In Januaryof 2014, Allan McArtor was inducted to the Living Legends ofAviation ® to honor his signiﬁcant contributions to aviation. In
October 2010, The Wings Club honored Allan McArtor with the2010 Distinguished Achievement Award, acknowledging hisoutstanding accomplishments in the ﬁeld of aviation. In 2009,he was awarded the Air Trafﬁc Control Association’s Glen A.
Gilbert Memorial Award for outstanding lifelong achievements
by an individual in the ﬁeld of aviation. McArtor continues tohold a commercial pilot’s license (multi-engine instrument
rating) and is a member of the Tau Beta Pi engineering honorsociety.

Klaus Richter – Airbus Group and Airbus Chief
Procurement Officer
Klaus Richter became Chief Procurement Ofﬁcer for Airbus
Group & Airbus on 1 January 2015. In this function, he is amember of the Airbus Group Executive Committee and theAirbus Executive Committee. In addition, he serves as the
Chairman of the Board of Airbus in Germany and leads thesupervisory board of Premium AEROTEC Group. He is incharge of procurement across the entire Airbus organisation,
having responsibility for developing strong partnerships with
suppliers and ensuring timely delivery of all purchased goods
on cost and with the proper quality. In addition, Richter leads
the General Procurement Organisation of Airbus Group. He
coordinates strategic procurement topics, as well as the

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development and application of procurement processes
and tools across all Airbus Group Divisions. Richter is also
responsible for the Airbus Group Regional Sourcing Ofﬁces
in the US, India, and China. Klaus Richter joined Airbus Groupin November 2007 as Executive Vice President Procurement
for Airbus. Before joining the Group, Richter was Senior Vice
President Materials Purchasing for BMW, based in Munich,Germany. In this position, he was heading all supplier
relations for direct materials and equipment across the entire
company. Klaus Richter began his professional career with
McKinsey & Company in 1993 as a management consultant
for automotive, electronics and aerospace businesses andproduct development, a role which he retained until he joined
the BMW Group in 2003 as Head of Purchasing Strategy for
production materials. Richter graduated from the Technical
University of Munich where he obtained a doctorate inmechanical engineering in 1991. After graduation he received
a Humboldt scholarship and spent two years as a researcher
and teacher at the University of California at Berkeley.

Harald Wilhelm – Airbus Group and Airbus CFO
Harald Wilhelm has been Chief Financial Ofﬁcer of Airbus
Group and Airbus since 1 June 2012 and is a member of theGroup Executive Committee. He has held the role of Airbus
CFO since 1 February 2008. Previously, he was Airbus’ Chief
Controlling Ofﬁcer and deputy to the Chief Financial Ofﬁcer, aposition to which he was appointed on 1 January 2007. Prior
to this, he was Senior Vice President, Airbus Financial Control,a role he held from 2003 to 2006. Wilhelm joined Airbus in2000 as Senior Vice President, Accounting, Tax and Financial
Services. Before joining Airbus, Harald Wilhelm had been
Vice President Mergers and Acquisitions at DaimlerChrysler
Aerospace from 1998, where he worked on projects including
the integration of Airbus into a single company. Prior to this,he had been Senior Manager M&A at Daimler-Benz Aerospacefrom 1995 to 1998 and M&A Manager for the company
between 1992 and 1993. Born in April 1966 in Munich, Harald
Wilhelm holds a degree in Business Studies from Ludwig
Maximilians University in Munich.

4.1.2

Tom Williams – Airbus Chief Operating Officer
Tom Williams became Chief Operating Ofﬁcer on 1 January
2015. In this role he is responsible for the overall operations ofAirbus including Engineering, Procurement and Supply Chain
Management. He is also a member of Airbus Group Executive
Committee and Airbus Executive Committee. Previously,
Williams was Airbus Executive Vice President Programmes,
a position he held since July 2005. In this role he was in chargeof ensuring the proﬁtability of the civil programmes, of leading
the product policy and the development of new products, aswell as ensuring proper delivery to the customers. Before
being appointed to this position, he had been Executive Vice
President Procurement from February 2004. After completing
an apprenticeship with Rolls-Royce Aero Engines in 1972,
Tom Williams went on to carry out increasingly senior roles ina number of UK manufacturing companies. In 1992, he wasappointed Operations Manager for Cummins Engines, looking
after all manufacturing at the company’s 1,200-strong Scottish
factory. At the start of 1995, he became Manufacturing andBusiness Group Director for the Sensors activity of Pilkington
Optronics – a joint venture with Thomson CSF of France.
Focusing initially on the introduction of “lean manufacturing”
techniques, he also became involved in integrating Thorn
EMI Electro Optics into the business. Williams joined British
Aerospace (now BAE Systems) in 1997 as Site Director andGeneral Manager at the Prestwick site of the company’s
Aerostructures division. He worked as Operations Director– Internal Supply, within the company’s Military Aircraft andAerostructures Division, then Euroﬁghter Operations Director
with responsibilities that included manufacturing and otherbusiness functions at the Warton and Salmesbury sites of BAE
Systems. In November 2000, Tom Williams became Managing
Director and General Manager of Airbus UK, a position he held
until he became Airbus’ Executive Vice President Procurementin 2004. Tom Williams was born in Glasgow in 1952. During his
apprenticeship he gained an HNC in Production Engineeringand in 1988 an MBA from Glasgow University.

Dutch Corporate Governance Code, “Comply or Explain”

In accordance with Dutch law and with the provisions of the
Dutch Corporate Governance Code as amended at the end of2008 (the “Dutch Code”), which includes a number of nonmandatory recommendations, the Company either applies theprovisions of the Dutch Code or, if applicable, explains and gives
sound reasons for their non-application. While the Company, in

its continuous efforts to adhere to the highest standards, applies
most of the current recommendations of the Dutch Code, it
must, in accordance with the “apply or explain” principle, provide
the explanations below. For the full text of the Dutch Code,please refer to www.commissiecorporategovernance.nl.

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For the ﬁnancial year 2015, the Company states the following:Q

1. Vice-Chairmanship
Provision III.4.1(f) of the Dutch Code recommends the electionof a Vice-Chairman, to deal with the situation when vacancies
occur.
Q
The Board of Directors is headed by the Chairman of theBoard of Directors. In case of dismissal or resignation of the
Chairman, the Board of Directors shall immediately designatea new Chairman. There is therefore no need for a ViceChairman to deal with the situation when vacancies occur.
Q

2. Termination indemnity
Provision II.2.8 of the Dutch Code recommends that the
maximum remuneration in the event of dismissal be one
year’s salary, and that if the maximum of one year’s salarywould be manifestly unreasonable for an Executive Board
Member who is dismissed during his ﬁrst term of ofﬁce, such
Board Member be eligible for severance pay not exceeding
twice the annual salary.
QThe Company foresees a termination indemnity for the Chief
Executive Ofﬁcer equal to one and a half times the annual
total target salary in the event that the Board of Directors
has concluded that the Chief Executive Ofﬁcer can no longer
fulﬁl his position as a result of change of the Company’s
strategy or policies or as a result of a change in control of
the Company. The termination indemnity would be paid only
provided that the performance conditions assessed by the
Board of Directors would have been fulﬁlled by the Chief
Executive Ofﬁcer.
Q

3. Securities in Airbus Group as long-term
investment
Q

Provision III.7.2 of the Dutch Code recommends that NonExecutive Directors who hold securities in the Company
should keep them as a long-term investment. It does notencourage Non-Executive Directors to own shares.

4.1.3

The Company does not require its Non-Executive Directors
who hold shares in its share capital, to keep such shares asa long-term investment. Although Non-Executive Directors
are welcome to own shares of the Company, the Company
considers it is altogether unclear whether share ownershipby Non-Executive Directors constitutes a factor of virtuousalignment with stakeholder interest or maybe a source of bias
against objective decisions.

4. Dealings with analysts
Provision IV.3.1 of the Dutch Code recommends meetings withanalysts, presentations to analysts, presentations to investors
and institutional investors and press conferences shall beannounced in advance on the Company’s website and bymeans of press releases. In addition, it recommends thatprovisions shall be made for all shareholders to follow thesemeetings and presentations in real time and that after the
meetings the presentations shall be posted on the Company’s
website.
QThe Company does not always allow shareholders to follow
meetings with analysts in real time. However, the Company
ensures that all shareholders and other parties in the ﬁnancial
markets are provided with equal and simultaneous information
about matters that may inﬂuence the share price.
Q

5. Gender diversity
The Company strives to comply with composition guidelines
whereby the Board of Directors would be composed in abalanced way if it contains at least 30% women and at least
30% men. These percentages are based on those included
in a Dutch draft bill that is expected to come into force in thecourse of 2016 in continuation of legislation in force up to
31 December 2015 stipulating the same percentages.
QWith the election of Ms. Moraleda to the Company’s Boardof Directors at the AGM held on 27 May 2015, the female
representation on the Board increased to 16.7%. The
Company is pleased with this development and will continue
to promote gender diversity within its Board of Directors by
striving to increase the proportion of female Directors.
QEnterprise Risk Management System

The aerospace and defence industry’s complex programmesdelivered over volatile market cycles, amplify risk andopportunity. Airbus Group’s long-term development andproduction lifecycle make Enterprise Risk Management (“ERM”)
a crucial mechanism for both mitigating the risks faced by theCompany and identifying future opportunities.
Applied across the Group and its main subsidiaries, ERM
facilitates achieving and applying common understanding,methodology, practice and language. ERM is a permanent
top-down and bottom-up process, which is executed acrossAirbus Group Divisions on each level of the organisation. It
is designed to identify and manage risks and opportunities
focusing on business-relevant aspects. A particular focus isput on the operational dimension due to the importance ofProgrammes and Operations for Airbus Group.

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Required key activities in Risk and Opportunity Managementare:Q
anticipation of future events and conditions;Q
early warning;Qearly risks reduction;Qseizing and capturing of opportunities.
Enterprise Risk Management is an operational processembedded into day-to-day management activities ofProgrammes, Operations and Functions. A reporting synthesis
is made and consolidated on a regular basis (quarterly andyearly).
The aim of the ERM process is to:Qidentify, assess, control and mitigate risks, and seize andcapture opportunities;Q
monitor the ERM process and to report status and results;Q
allow risk-adjusted decisions and management processes(e.g. planning; decision-making);Qenhance risk-response / opportunity-capture decisions andactions;Qidentify and manage cross-enterprise risks / opportunities by
understanding interrelated impacts.
Through ERM, the Airbus Group Management enables the:Qmanagement of the risk proﬁle associated to the Company’s
strategy;Qmanagement of the risks associated with the Company
activities;Q
ERM reporting to the Board of Directors and Audit Committee(AC) respectively;
The Airbus Group Board of Directors supervises the:Q
corporate strategy and the risks inherent to the businessactivities;
Q
design and effectiveness of the internal risk management
and control systems.

4.1.3.1

ERM Process

The objectives, principles and process for the ERM system
as endorsed by the Board of Directors are set forth in the
Company’s ERM Policy and communicated throughout theGroup. The Company’s ERM Policy is supplemented by various
manuals, guidelines, handbooks, etc. External standards that
contribute to the Company’s ERM system include the Internal
Control and ERM frameworks of COSO, as well as industryspeciﬁc standards as deﬁned by the International Standards
Organisation (ISO).
The ERM system comprises an integrated hierarchicalbottom-up and top-down process to enable better management
and transparency of risks and opportunities. At the top, theBoard of Directors and the Audit Committee discuss majorrisks and opportunities, related risk responses and opportunity
capture as well as the status of the ERM system, including
signiﬁcant changes and planned improvements. This is basedon systematic bottom-up information including management
judgement. The results are then fed back into the organisation.
The ERM process consists of four elements:
the operational process, which consists of a sequence of eightconsistent standardised components to enhance operationalrisk and opportunity management;Q
the reporting process, which contains procedures for the
status reporting of the ERM system and the risk / opportunity
situation;Q
the compliance process, which comprises procedures toassess the effectiveness of the ERM system; andQ
the support process, which includes procedures to maintainand increase the quality of the ERM system.
QThe ERM process applies to all relevant sources of risks andopportunities, which are potentially affecting the Company
activities, its businesses as well as its organisation in the
short-, middle- and long-term. The ERM process is part of the
management process and interrelated with the other processes.
The details of application of the ERM process vary with the risk
appetite of management and the size, structure and natureof the organisational unit, programme / project, department
or process. Nonetheless, the fundamental principles of theCompany’s ERM Policy generally apply.
For a discussion of the main risks to which the Group is exposed,
see “— Risk Factors”.

4.1.3.2

ERM Governance and Responsibility

The governance structure and related responsibilities for the
ERM system are as follows:
the Board of Directors supervises the design and effectivenessof the ERM system including management actions to mitigate
the risks inherent in the Company’s business activities.
The Board discusses the major risks based on ERM reportingor as required depending on development of business risks.
The Board is supported by the Audit Committee, which
discusses at least yearly the activities with respect to theoperation, design and effectiveness of the ERM system;Qthe Group’s Chief Executive Ofﬁcer, backed by the Group
Executive Committee, is responsible for an effective ERM
system, the related internal environment (i.e. values, culture)and risk philosophy. He is supported by the Group’s Chief
Financial Ofﬁcer, who supervises the Head of Risk andOpportunity Management Airbus & Airbus Group, and the
ERM system design and process implementation;Q
the Head of Risk and Opportunity Management Airbus& Airbus Group has primary responsibility for the ERM
strategy, priorities, system design, culture development
and reporting tool. He supervises the operation of the ERM
system and is backed by a dedicated risk management
organisation on Group and Division level focusing on theoperational dimension, early warning and anticipation cultureQ

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development while actively seeking to reduce overall risk
criticality. The risk management organisation is structured asa cross-divisional Centre of Competence (“CoC”) and pushes
for a proactive risk management culture; andQ
the management on executive levels assume responsibility
for the operation and monitoring of the ERM system intheir respective area of responsibility. They seek to ensure

4.1.3.3transparency and effectiveness of the ERM system andadherence to its objectives. They take responsibility for the
implementation of appropriate response activities to reduce
probability and impact of risk exposures, and conversely forthe implementation of appropriate responses to increaseprobability and impact of opportunities.

ERM Effectiveness

The ERM effectiveness is analysed by:Q
QCorporate Audit, based on internal corporate audit reports;
ERM CoC, based on ERM reports, conﬁrmation letters, in situ sessions (risk reviews etc.), participation to key controls (e.g. major
Programme Maturity Gate Reviews).

The combination of the following controls is designed to achieve reasonable assurance about ERM effectiveness:
Organisation

Explanations

Board of Directors /Audit Committee

Regular monitoring
The Board of Directors and the Audit Committee review, monitor and supervise the ERM system.

Top Management

ERM as part of the regular divisional business reviews
Results of the operational risk and opportunity management process, self-assessments and confirmation
procedures are presented by the Divisions or Business Units to top management.

Management

ERM confirmation letter procedure
Entities and department heads that participate in the annual ERM compliance procedures have to sign ERM
confirmation letters.

ERM department

ERM effectiveness measurement
Assess ERM effectiveness by consideration of ERM reports, ERM confirmations, in situ sessions(risk reviews etc.), participation to key controls (e.g. major Programme Maturity Gate Reviews).

Corporate Audit

Audits on ERM
Provide independent assurance to the Audit Committee on the effectiveness of the ERM system.

Ethics and Compliance

Alert System
Detect deficiencies regarding conformity to applicable laws and regulations as well as to ethical business principles.

4.1.3.4

Board Declaration

The Board of Directors believes to the best of its knowledge
that the internal risk management and control system overﬁnancial reporting has worked properly in 2015 and provides
reasonable assurance that the ﬁnancial reporting does notcontain any errors of material importance.
No matter how well designed, all ERM systems have inherent
limitations, such as vulnerability to circumvention or overridesof the controls in place. Consequently, no assurance can begiven that the Company’s ERM system and procedures are or
will be, despite all care and effort, entirely effective.

4.1.3.5

Business Processes Coveredby the ERM System

Based on the Company’s activities, 20 high-level businessprocesses have been identiﬁed within the Company. They are
categorised into core processes (research and development,
production, sales, after-sales and programme management),
support processes (corporate sourcing, Human Resources,
accounting, ﬁxed assets, treasury, information technology,
mergers and acquisitions, legal and insurance) and management
processes (strategy, corporate audit, controlling, compliance,risk management and management controls). These businessprocesses, together with the corresponding ERM processes,
are designed to control process risks that have signiﬁcantpotential to affect the Group’s ﬁnancial condition and resultsof operations. Below is a description of the main businessprocesses at the respective headquarters’ level which werein place during 2015.

Accounting
At the core of the Company’s ERM system are accounting
processes and controls designed to provide reasonableassurance regarding the reliability of ﬁnancial reporting andthe preparation of ﬁnancial statements and other ﬁnancial
information used by management and disclosed to theCompany’s investors and other stakeholders. The integrated
approach to planning and reporting aims to improve internal
communication and transparency across departments andorganisational units within the Company.
The Company’s ﬁnancial control model deﬁnes the planningand reporting procedures that apply to all operational units of
the Group, as well as the responsibilities of the Chief Financial
Ofﬁcer, who is charged with developing, implementing and

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monitoring these procedures. Among the Chief Financial
Ofﬁcer’s primary tasks is oversight of the preparation of
the Consolidated Financial Statements of Airbus Group SE,
which are prepared under the direct supervision of the Chief
Accounting Ofﬁcer (“CAO”). The CAO is responsible for theoperation of the Group’s consolidation systems and rules andfor the deﬁnition of group-wide accounting policies which
comply with IFRS, reporting rules and ﬁnancial guidelines
in order to ensure the consistency and quality of ﬁnancial
information reported by the Divisions and Business Units.
The Company’s accounting policies are set out in a written
accounting manual, which is agreed with the Company’s
external auditors. Changes to the Company’s accounting
manual require approval by the CAO, and, where signiﬁcantchanges are involved, the Chief Financial Ofﬁcer or the Boardof Directors (based upon the advice of the Audit Committee).
Control of the ﬁnancial planning and reporting processes isachieved not only through the development of group-wideaccounting systems and policies, but also through an organised
process for providing information from the reporting units on atimely basis as an up-to-date decision-making tool to control
the operational performance of the Group. This information
includes regular cash and treasury reports, as well as otherﬁ nancial information used for future strategic and operativeplanning and control and supervision of economic risks arisingfrom the Group’s operations. The Divisional Chief Financial
Ofﬁcers frequently meet with the CAO and his responsible staff
to discuss the ﬁnancial information generated by the Divisions.
Prior to being disclosed to the public and subsequently
submitted for approval to the shareholders, the consolidated
year-end ﬁnancial statements are audited by the Company’s
external auditors, reviewed by the Audit Committee andsubmitted for approval by the Board of Directors. A similar
procedure is used for the semi-annual and quarterly closing.
Group auditors are involved before the Company’s ﬁnancial
statements are submitted to the Board of Directors.

action in order to ensure overall liquidity. To maintain targetedliquidity levels and to safeguard cash, the Company has
implemented a cash pooling system with daily cash sweeps
from the controlled subsidiaries to centrally managed accounts.
Payment fraud prevention procedures have been deﬁned andcommunicated throughout the Group. For management ofcredit risks related to ﬁnancial instruments, please refer to the“— Notes to the IFRS Consolidated Financial Statements —Note 35.1: Information about ﬁnancial instruments — Financial
risk management”.
Hedge management. Commercial operations generatematerial foreign exchange and interest rate exposures. A
Group hedging policy is deﬁned and updated regularly by
the Board of Directors. In order to ensure that all hedging
activity is undertaken in line with the Group hedging policy, theCompany’s Central Treasury department executes all hedging
transactions, unless such centralised hedging is not allowed
by local bank regulations. The Central Treasury department
conducts on-going risk analysis and proposes appropriate
measures to the Divisions and Business Units with respect toforeign exchange and interest rate risk. Subsidiaries are required
to calculate, update and monitor their foreign exchange andinterest rate exposure with the Company’s Central Treasury
department on a monthly basis, in accordance with deﬁned
treasury procedures. See “— Management’s Discussion andAnalysis of Financial Condition and Results of Operations —2.1.7 Hedging Activities”.
Sales financing. In connection with certain commercial
contracts, the Company may agree to enter into sales ﬁnancing
arrangements. In respect of sales ﬁnancing at Airbus, an annual
sales ﬁnancing budget is deﬁned as part of the Company’s
operative planning process. Sales ﬁnancing transactions areapproved on a case-by-case basis with the involvement of top
management, in line with certain risk assessment guidelines
and managed by a group-wide integrated organisation.

Sales
Treasury
Treasury management procedures, deﬁned by the Company’s
Central Treasury department at Group headquarters, enhance
management’s ability to identify and assess risks relating toliquidity, foreign exchange rates and interest rates. Controlledsubsidiaries fall within the scope of the centralised treasury
management procedures, with similar monitoring procedures
existing for jointly controlled afﬁliates, such as MBDA.
Cash management. The management of liquidity to support
operations is one of the primary missions of the Company’s
Central Treasury department. Regular cash planning, inconjunction with the Planning / Reporting department, as well
as monthly cash reporting by the Central Treasury department,
provide management with the information required to oversee
the Group’s cash proﬁle and to initiate necessary corrective

Commercial contracts entered into by the Company’s
operating subsidiaries have the potential to expose the Groupto signiﬁcant ﬁnancial, operational and legal risks. To control
these risks, management has implemented contract proposal
review procedures that seek to ensure that the Company does
not enter into material commercial contracts that expose it tounacceptable risk or are not in line with the Group’s overall
objectives. These procedures include (i) Board of Directorsapproved thresholds and criteria for determining the risk andproﬁtability proﬁles and (ii) a mandated pre-approval process
for contracts deﬁned as “high-risk”. Contracts falling within
the deﬁned threshold categories require approval by therespective Divisional Chief Financial Ofﬁcer. Contracts thatare deemed “high-risk” and exceed certain thresholds must be
submitted to a standing Commercial Committee (with the Chief

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Corporate Governance
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Financial Ofﬁcer and the Chief Strategy and Marketing Ofﬁcer
serving as Chairmen, and a possible escalation to the Chief
Executive Ofﬁcer when needed). This committee is responsible
for reviewing the proposal and giving recommendations whennecessary, based on which the concerned Business Unit isallowed to remit its offer. In the case of Airbus, due to thenature and size of its business, contracts are approved inaccordance with Airbus’ own corporate governance policy
based on the Company’s guidelines which follow the same
principle, with participation of the Company. In general, where
the Company shares control of a subsidiary with a third party,
the Commercial Committee is responsible for developing theCompany’s position on proposed commercial contracts.

Legal
The Company is subject to myriad legal requirements in eachjurisdiction in which it conducts business. The mission of theCompany’s Legal department, in coordination with the Division
and Business Unit Legal departments, is to actively promoteand defend the interests of the Group on all legal issues andto ensure its legal security at all times. By carrying out thismission it is responsible for implementing and overseeing theprocedures designed to ensure that the Company’s activities
comply with all applicable laws, regulations and requirements.
It is also responsible for overseeing all major litigation affecting
the Group, including Intellectual property.
The Company’s Legal department also plays an essential rolein the design and administration of (i) the Company’s corporate
governance procedures and (ii) the legal documentation
underlying the delegation of powers and responsibilities which
deﬁne the Company’s management and its internal control
environment.

Corporate Audit & Forensic
The Company’s Corporate Audit & Forensic department,
reporting to the CEO, provides independent assurance to theGroup Executive Committee and Audit Committee Members
based upon a risk-oriented approved annual audit plan.
The Corporate Audit & Forensic department (i) reviews theachievement of the Group’s strategic, ﬁnancial or operational
objectives, (ii) reviews the reliability and integrity of Group
reporting, (iii) reviews the effectiveness of the ERM system,(iv) reviews the efficiency and effectiveness of selected
processes, entities or functions and (v) reviews compliancewith laws, regulations, Group guidelines and procedures.
Corporate Audit & Forensic also conducts ad hoc reviews,
performed at the request of Group Executive Committee
Members. In 2015, the Institut français de l’audit et du contrôleinternes (IFACI) reviewed the Corporate Audit & Forensic
department and certiﬁed that it fulﬁlled the requirements of
the International Professional Practices Framework. Corporate
Audit & Forensic also includes a team of forensic experts incharge of conducting investigations of compliance allegations.

Corporate Sourcing
The performance of the Company is to a large extent
determined through its supply chain. Therefore, sourcing is a
key lever for the Company in its marketplace.
The Company’s size and complexity requires a common
approach to maximise market levers and to avoid inefﬁciencies
in the procurement process. To help ensure that sourcing iscarried out in the most effective, efﬁcient and ethical manner,a set of common procurement processes, which support acommon sourcing strategy and ultimately the Group strategy
and vision, is deﬁned by the head of Corporate Sourcing and
the Group’s Procurement Leadership Team.
The common approach and processes are then implemented
and optimised across all Divisions through the Sourcing
Commodit y Boards and Networks. These Sourcing
Commodity Boards and Networks comprise representatives
from all Divisions. They are tasked by the Group’s Procurement
Leadership Team to deﬁne and roll out across the Company’s
strategic sourcing topics such as Sourcing Strategy, Supplier
Relationship Management, Common Processes and Tools,
Global Sourcing, Joint Procurement, Compliance, Corporate
Social Responsibility, Procurement Academy and Procurement
Performance Management. The procurement processes are
regularly reviewed by means of performance indicators, audits
and self-assessments and thus consistently challenged andoptimised.

Ethics and Compliance
See “— 4.1.4 Ethics and Compliance Organisation” below.

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4.1.4

Ethics and Compliance Organisation

In June 2013, the CEO described the importance of theCompany’s dedication towards Ethics and Compliance(“E&C”) in the following way: “Within the Airbus Group, it’s notjust our results that matter – it’s the way we achieve them”.
The Airbus Group Ethics and Compliance Programme (“theAirbus Group E&C Programme”) seeks to ensure that theGroup’s business practices conform to applicable laws andregulations as well as to ethical business principles and thus
establish a culture of integrity. The Company is convincedthat such a culture helps to sustain the Group’s global
competitiveness.
There are two foundation documents in the Group E&C
Programme: the “Standards of Business Conduct” which wererevised in 2013 and “Our Integrity Principles” which summarises
the Group’s 6 key Ethics and Compliance commitments andwhich was rolled out group-wide to each individual employee
in 2013 by his / her manager.
Those foundation documents are complemented by policies
addressing specific topics and providing the necessary
framework for Airbus Group to operate. In light of regulatory
investigations and commercial disputes, the Group hasdetermined to enhance certain of its policies, procedures andpractices, including Ethics and Compliance. The Group isaccordingly in the process of revising and implementing improved
procedures, including those with respect to its engagementof consultants and other third parties, in particular in respectof sales support activities, and is conducting enhanced due
diligence as a pre-condition for future or continued engagement
and corresponding payment. The Group believes that theseenhancements to its controls and practices best position it for
the future, particularly in light of advancements in regulatory
standards. The Group cannot exclude that these changes leadto additional commercial disputes or other consequences in
the future.
In terms of organisation, in 2015 the decision was made tomerge the Ethics & Compliance Organisation with the Legal
department under the ultimate responsibility of the Group
General Counsel. The Group General Counsel reports to
the CEO and is now a Group Executive Committee Member
and reports to the Board. In order to maintain the necessary
independence, the SVP Group Ethics and Compliance Ofﬁcer(“ECO”), reports to the Group General Counsel and has accessto the Audit Committee of the Board of Directors.
This integration at Group level was then replicated at Divisionlevel. As a result, the Divisions’ Ethics and Compliance Ofﬁcers
now report to their respective Division General Counsel whothemselves report to the Group General Counsel. The Divisions’
Ethics & Compliance Ofﬁcers also have a dotted line to theGroup ECO.
To further ensure its independence, the decision was also madeto fully integrate the new Legal and Compliance function, suchthat the Division General Counsels report only to the Group
General Counsel.
The Ethics and Compliance organisation is made of 5 pillars:
the E&C Programme sets the rules and policies and deals
with the allegations and investigations;Q
the International Compliance Ofﬁce addresses corruption
and bribery risks;Q
the Export Compliance Ofﬁce ensures that the activities of
the Group comply with all relevant export control rules andwith the internal “sensitive countries” policy;Q
the Procurement Compliance Ofﬁcer supervises compliancein the supply chain; whileQ
the Data Protection Compliance Ofﬁcer is in charge of data
privacy risk.
Q

Under the responsibility of the Group General Counsel, each
Division has a Divisional E&C Organisation that is embedded
within the business through a network of E&C representatives.
In recent years, we have enlarged our footprint of E&C
representatives and they are now present in all functions andlocations of the Business.
Furthermore, in 2015 we maintained ﬁve E&C Country Managers
in the following zones: Brazil, India, Russia, Middle East andAfrica, China. The E&C Country Managers report to the Group
Ethics & Compliance organisation.
Like previous years, E&C was a top priority for the Group in 2015
and the E&C Organisation had a set of objectives. Similarly, eachof our Executives had E&C objectives to meet.

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Our E&C Cycle includes the following steps which are put in motion by empowered E&C Resources:

Risks Assessed& Mitigation Plan
AdoptedEmpowered
Ethics &Compliance
Resources

Early Detection& Full Remediationof Breaches

User-friendly
Policies,
Processes & Tools
adaptedEffective
communication& Training

Employees, customers, suppliers, and third-party intermediaries
are encouraged to freely share their E&C concerns with theManagement or with E&C Resources. While we have a nonretaliation principle, we recognise that a conﬁdential channel
for reporting may be useful and we have an alert system called
OpenLine. Subject to local legal restrictions, OpenLine isavailable to employees of controlled entities in France, Germany,
Spain, the UK, Australia, Brazil, Canada, Mexico and Saudi
Arabia. It has been extended to India in 2015. A separate system
is also available for the USA. The Airbus Group OpenLine can beused by employees to raise concerns in relation with Corruption
and Bribery, Accounting, Finance, Anti-Competitive practices,
Harassment, Conﬂicts of Interest, Quality or Product Safety.
The Group General Counsel reports quarterly to the Audit
Committee. The report contains details on Group signiﬁcant
compliance allegations, including the allegations describedabove under “— 1. Information on Group Activities — 1.1.8 Legaland Arbitration Proceedings”. As a matter of transparency andto leverage on lessons learnt, this report is shared with the top
management.

4.2 Interests of Directors and Principal
Executive Ofﬁcers
4.2.1

Remuneration Policy

The Company’s Remuneration Policy covers all Members of theBoard of Directors: the CEO (who is the only Executive Director)
and the other Members of the Board (which is comprised of
Non-Executive Directors).
It should be noted that although the Policy relating to executive
remuneration only refers to the CEO, these principles arealso applied to the other members of the Group Executive
Committee, who do not serve on the Board of Directors, and toa large extent to all executives across the Group. Upon proposalby the CEO, the RNGC analyses and recommends, and theBoard of Directors decides the remuneration of the membersof the Group Executive Committee.

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For the changes to the Remuneration Policy that will be proposed
for adoption by the 2016 General Meeting of Shareholders, see“— 4.2.1.3 — Proposed Amendments to the Remuneration
Policy”.
To see how the Remuneration Policy was applied in 2015
in respect of the CEO (the only Executive Member of theBoard of Directors)(1), see “— 4.2.1.4 — Implementation of the
remuneration policy in 2015: CEO”. The cumulated remunerationof all Group Executive Committee Members is presented in
the “Notes to the IFRS Consolidated Financial Statements —Note 31: Remuneration”.
To see how the Remuneration Policy was applied in 2015 inrespect of the non-Executive Members of the Board of Directors,
see “— 4.2.1.5 — Implementation of the remuneration policy in
2015: Non-Executive Fees”.

4.2.1.1

Executive Remuneration – Applicableto the CEOa) Remuneration Philosophy
The Company’s remuneration philosophy has the objective ofproviding remuneration that will attract, retain and motivate
high calibre executives, whose contribution will ensure that
the Company achieves its strategic and operational objectives,
thereby providing long-term sustainable returns for all
shareholders.

The Board of Directors and the RNGC are committed to making
sure that the executive remuneration structure is transparent
and comprehensible for both executives and investors, and toensure that executive rewards are consistent and aligned with
the interests of long-term shareholders.
Before setting the targets to be proposed for adoption to theBoard of Directors, the RNGC considers the ﬁnancial outcome
scenarios of meeting performance targets, as well as ofmaximum performance achievements, and how these may
affect the level and structure of the executive remuneration.

b) Total Direct Compensation and Peer GroupThe Total Direct Compensation for the CEO comprises a Base
Salary, an Annual Variable remuneration (“VR”) and a Long-Term
Incentive Plan (“LTIP”). The three elements of the Total Direct
Compensation are each intended to comprise 1/3 of the total,
assuming the achievement of performance conditions is 100%of target.
The level of Total Direct Compensation for the CEO is set at themedian of an extensive peer group. The benchmark is regularly
reviewed by the RNGC and is based on a peer group which
comprises:
global companies in Airbus Group’s main markets (France,
Germany, UK and US); andQcompanies operating in the same industries as Airbus Group
worldwide.
QThe elements of the Total Direct Compensation are described below:
Remuneration Element

Main drivers

Performance Measures

Target and Maximum

Not applicable

1/3 of Total Direct Compensation(when performance achievement
is 100% of target)

Base Salary

Reflects market value of position.

Annual Variable
Remuneration (VR)Collective (50% of VR):
divided between EBIT* (45%);
Rewards annual performance
FCF (45%) and RoCE (10%).
based on achievement of company
performance measures andIndividual (50% of VR): achievement
individual objectives.
of annual individual objectives, divided
between Outcomes and Behaviour.

Long-Term Incentive Plan (LTIP)

Rewards long-term commitment
and company performance, andengagement on financial targets.

Vesting ranges from 0% to 150%
of initial grant, subject to cumulative
performance over a three-year period.
In principle, no vesting if cumulative
negative EBIT*. If EBIT* is positive,
vesting from 50% to 150% of grant
based on EPS (75%) and Free
Cash Flow (25%)

The VR is targeted at 100%of Base Salary for the CEO and,depending on the performanceassessment, ranges from 0%
to 200% of target.
The VR is capped at 200%of Base Salary.
The original allocation to the CEOis capped at 100% of Base Salaryat the time of grant.
Since 2012, the overall pay-out
is capped at a maximum
250% of the original value
at the date of grant.
The value that could result fromshare price increases is capped at200% of the reference share priceat the date of grant.

* Unless otherwise indicated, EBIT* figures presented in this report are Earning before Interest and Taxes, pre-goodwill impairment and exceptionals.

(1) The cumulated remuneration of all Group Executive Committee Members is presented in the “Notes to the IFRS Consolidated Financial Statements — Note 31:
Remuneration”.

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SCENARIOS CEO TOTAL DIRECT COMPENSATION - 2015
Indications are in million euros.

Below Threshold“Below Threshold” includes annual base Salary;
Annual Variable Remuneration at 0%; LTIP not
vesting.

TargetMaximum“Target” includes Base Salary, Annual Variable
Remuneration at target and LTIP grant face value.
012Base Salary

3

4

5

6

Variable Remuneration (VR)

7

8

9

Long-Term Incentive (LTIP)“Maximum” includes Base Salary; maximum
Annual Variable Remuneration value (200%);
LTIP grant projected at vesting date (250%).

Proposal of policy from 2016
The Remuneration Committee regularly benchmarks the CEO’s
Total Direct Compensation (Base Salary, Annual Variable
Remuneration and LTIP) against an extensive peer group. The
last review took place in October 2014, and was completed withthe assistance of an independent consultant: Towers Watson.
The relevant peer groups that were considered were proposedby Towers Watson, and comprised 31 companies having
comparable economic indicators such as revenue, number of
employees, and market capitalisation. Financial institutions were
excluded from the peer group (for further details, see “— 4.2.1.4
Implementation of the Remuneration Policy in 2015: CEO”).

This review showed that the CEO’s Total Direct Compensation
was slightly below the median level of the peer group. Basedon these ﬁndings and with regards to the track record of theCEO, the RNGC recommended to increase the Total Target
Remuneration of the CEO by 7% to € 3,000,000 (€ 1,500,000
Base Salary + € 1,500,000 Target Variable Pay) in the frame of therenewal of his mandate. This increase takes into consideration
the fact that his remuneration was not reviewed since 2012 andis in line with the salary policy applied to employees across theGroup over that period.

As illustrated in the table below, the structure of the CEO’s Total Direct Compensation will remain unchanged in 2016. Indeed, theon-target levels of Annual Variable Remuneration and LTIP will each amount to 100% of the CEO’s base salary.
SCENARIOS CEO TOTAL DIRECT COMPENSATION - 2016
Indications are in million euros.

Below Threshold
Target“Below Threshold” includes annual base Salary;
Annual Variable Remuneration at 0%; LTIP not
vesting.

Maximum“Target” includes Base Salary, Annual Variable
Remuneration at target and LTIP grant face value.
01
Base Salary

2

3

4

5

Variable Remuneration (VR)

6

7

8

9

“Maximum” includes Base Salary; maximum
Annual Variable Remuneration value (200%);
LTIP grant projected at vesting date (250%).

Long-Term Incentive (LTIP)c) Base Salary
The Base Salary of the CEO is determined by the Board of Directors, taking into account the peer group analysis mentioned above.

d) Annual Variable Remuneration
The variable remuneration is a cash payment that is paid eachyear, depending on the achievement of speciﬁc and challenging
performance targets. The level of the variable remuneration for
the CEO is targeted at 100% of Base Salary; it is capped at
a maximum level of 200% of Base Salary. The entire variable
remuneration is at-risk, and therefore if performance targets
are not achieved sufﬁciently, no variable remuneration is paid.

The performance measures that are considered when awarding
the variable remuneration to the CEO are split equally between
Common Collective performance measures and Individual
performance measures.

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Common Collective Component
The Common Collective component is based on EBIT* (45%),
Free Cash Flow (45%) and RoCE (10%) objectives. Each year,
the Airbus Group Board of Directors sets the goals for thesekey value drivers at Group and Division levels. The Common
Collective ﬁnancial targets relate closely to internal planning andto guidance given to the capital market (although there may bevariations therefrom).
To calculate the Common Collective annual achievementlevels, actual EBIT*, Free Cash Flow and RoCE performanceare compared against the targets that were set for the year. This
comparison forms the basis to compute achievement levels,
noting that the actual EBIT*, Free Cash Flow, and RoCE levels areoccasionally adjusted for a limited number of factors which areoutside management control (such as certain foreign exchange
impacts or unplanned Merger and Acquisition activities). The
RNGC’s intention is to ensure ambitious ﬁnancial targets andto incentivise the CEO’s commitment to meeting these targets.

FCF (Free Cash Flow)
Annual, M€ (45%)

EBIT (Earnings before Interest & Tax)
Annual, M€ (45%)
Measures proﬁtability
Driven by revenues and operating
expenses

Measures cash generation
Driven by cash provided / used for operating,ﬁnancing, and investment activities

Airbus Group
Executives
CommonCollective
Financial
Targets

RoCE
Annual, % (10%)
Measures how much proﬁt is generated by
the capital invested in the business
Driven by operational and capital efﬁciency

Individuale) Long-Term Incentive Plan

The Individual element focuses on Outcomes and Behaviour.
Individual Performance is assessed in these two importantdimensions:

For the CEO, the Company’s current LTIP is comprised
only of Performance Units. One Unit is equal in value to one
Airbus Group share.

Outcomes encompass various aspects of what the CEO
can do to contribute to the success of the business: speciﬁcbusiness results he helps achieve, projects he drives andprocesses he helps improve. The individual targets of the
CEO are comprehensive and shared with all employees via
the Company Top Priorities;Q
Behaviour refers to the way results have been achieved,
which is also critical for long-term success: how the CEO andthe Board of Directors work as a team, how the CEO leads
the Group Executive Committee, quality of communication,encouragement of innovation, etc. A speciﬁc part of the
Behaviour assessment relates to ethics, compliance andquality issues.
Q

Performance Units
Performance Units are the long-term equity-related incentive
awards that are currently granted to the CEO. LTIP awards
are granted each year. Each grant is subject to a three-year
cumulative performance objective. At the end of the three-year
period, the grant is subjected to a performance calculation todetermine whether and to what extent it should vest. Depending
on continued employment, grants attributed until 2013 will vest in
four tranches, the payment of which takes place approximately
6, 12, 18 and 24 months following the end of the performance
period. Depending on continuous employment, grants attributed
from 2014 would vest in two tranches, the payment of which
would take place approximately 6 and 18 months following theend of the performance period.

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LTIP-SCHEME
GRANT DATE
Face value at grant date
Allocation policy

2015

Grants VEST in 2 tranches= 2 payment dates

2016

2017

2018

Performance period 3 years

At the date of grant, the CEO must decide what portion of
the allocation (subject to the performance calculation) will be
released as cash payments and what portion will be converted
into shares. At least 25% (and up to 75%) of the award must
be deferred into shares, and will only be released on the last
vesting date.
For each payment in cash, one Unit is equal to the value of one
Airbus Group share at the time of vesting. The Airbus Group’s
share value is the average of the opening share price, on the
Paris Stock Exchange, during the twenty trading days preceding
and including the respective vesting dates. For the conversion
into shares, one Unit corresponds to one Airbus Group share.
For the CEO, the value of the Performance Unit allocation iscapped, at the time of grant, at 100% of Base Salary. The
number of Units that vest can vary between 0% and 150% of
the Units granted, subject to cumulative performance over athree-year period. The level of vesting is subject to the following
performance measures:
0-50% of the allocation: The Board of Directors has thediscretion to decide that this element of the Performance Unitaward will not vest if Airbus Group reports negative cumulated
EBIT* results;Q
50-150% of the allocation: This element of the Performance
Unit award vests based on one performance criteria:
average Earnings Per Share. Starting with the 2013 plan,
the Company proposes that this element be based on two
performance criteria: average Earnings Per Share (75%) andcumulative Free Cash Flow (25%).
Q

For reasons of conﬁdentiality, the precise targets set for the
cumulated FCF and average EPS, even though they have been
properly established in a precise manner, cannot be publicly
disclosed as these objectives are in part linked to Airbus Groups’
strategy. Nonetheless, for the sake of transparency and toensure compliance with best market practices, forward-looking
information demonstrating the stringency of the targets set by
the Board of Directors are provided for the previous Long-Term
Incentive Plans.

2019

2020

Performance calculation
determines the number of Units
that may vest

The vesting of Performance Units is subject to the following
maximum caps:
the maximum level of vesting is 150% of the number of Units
granted;Q
the value that could result from share price increases iscapped at 200% of the reference share price at the date of
grant;
Q
the overall pay-out is capped at 250% of the value at thedate of grant.
Qf) Share Ownership Guideline
The Board of Directors has established a share ownershipguideline pursuant to which the CEO is expected to acquire
Airbus Group shares with a value equal to 200% of Base Salaryand to hold them throughout his tenure.

g) Benefits
The beneﬁts offered to the CEO comprise a company car andaccident insurance. Travel cost reimbursements are based on
the Company travel policy as applicable to all employees.

h) Retirement
The CEO is entitled to a retirement beneﬁt. The Company’s
policy is to provide a pension at retirement age that equals
50% of Base Salary, once the CEO has served on the Group
Executive Committee for ﬁve years. This pension can increase
gradually to 60% of Base Salary, for executives who have servedon the Group Executive Committee for over ten years, and havebeen Airbus Group employees for at least 12 years.

i) Contracts and Severance
In the case of contract termination, the CEO is entitled to anindemnity equal to 1.5 times the Total Target Remuneration(deﬁned as Base Salary and target Annual Variable Remuneration)with respect to applicable local legal requirements if any. This will
not apply if the CEO mandate is terminated for cause, in case of
dismissal, if he resigns or, if the CEO has reached retirement age.

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The CEO’s contract includes a non-compete clause whichapplies for a minimum of one year, and can be extended
at the Company’s initiative for a further year. The Board of
Directors has the discretion to invoke the extension of the noncompete clause. The compensation for each year that the noncompete clause applies is equal to 50% of the last Total Annual
Remuneration (deﬁned as Base Salary and Annual Variable
Remuneration most recently paid) with respect to applicable
local legal requirements if any.
Past LTIP awards may be maintained, in such cases as in
the case of retirement or if a mandate is not renewed by theCompany without cause. The vesting of past LTIP awards
follows the plans’ rules and regulations and is not accelerated
in any case. LTIP awards are forfeited for executives who leave
the Company of their own initiative, but this is subject to review
by the Board of Directors.

j) Clawback
Recent changes to Dutch law introduced the possibility for theCompany to deduct or claw back part of the CEO’s variable cash
remuneration (i.e. VR) or equity-related remuneration (excluding
the LTIP element settled in cash) served by the Company if
certain circumstances arise.
Any revision, claw back, or amounts deducted from the CEO’s
remuneration will be reported in the ﬁnancial notes of therelevant Annual Report.

k) Loans
Airbus Group does not provide loans or advances to the CEO.

4.2.1.2

Non-Executive Remuneration –Applicable to Non-Executive Membersof the Board of Directors

The Company’s Remuneration Policy with regard to nonExecutive Members of the Board of Directors is aimed atensuring fair compensation and protecting the independenceof the Board’s members.

Fees and Entitlements
Non-Executive Members of the Board are currently entitled to
the following:a base fee for membership or chair of the Board;a Committee fee for membership or chair on each of theBoard’s Committees;Q
an attendance fees for the attendance of Board meetings.
Q
Q

Each of these fees is a ﬁxed amount. Non-Executive Membersof the Board do not receive any performance or equity-relatedcompensation, and do not accrue pension rights with theCompany in the frame of their mandate, except what they would
receive in the frame of a current or past executive mandate.
These measures are designed to ensure the independence ofBoard Members and strengthen the overall effectiveness of theCompany’s corporate governance.
The Company does not encourage Non-Executive Directors topurchase Company shares.
Under the current policy, Members of the Board are entitled to
the following fees:
Fixed fee for membership of the Board EUR / year
Q
Chairman of the Board: 180,000
Q
Member of the Board: 80,000
Fixed fee for membership of a Committee EUR / year
Q
Chairman of a Committee: 30,000
Q
Member of a Committee: 20,000
Attendance fees EUR / Board meetingQ
Chairman: 10,000
Q
Member: 5,000
Committee chairmanship and Committee membership fees are
cumulative if the concerned Non-Executive Director belongs
to two different Committees. Fees are paid twice a year at
the end of each semester (as close as possible to the Board
meeting dates).

Proposal of Policy from 2016
In order to recognise the increase in Board Members’
responsibilities, their greater time commitment and theGroup’s continuous need to attract and retain highly competent
members, a comprehensive review of the Board remuneration
policy was undertaken in 2015.
In October, an independent consultant, KornFerry, completed
a benchmark on the remuneration of Non-Executive Directors
and the Chairman of the Board. The analysis reviewed
60 comparable companies from 7 countries (France, Germany,
Italy, Netherlands, Spain, Switzerland and the UK) and theaerospace / defence sector (BAE Systems, Boeing, Dassault
Aviation, Finmeccanica, General Dynamics, Honeywell,
Lockheed Martin, Northrop Grumman, Raytheon, Rolls Royce,
Safran, Textron, Thales, United Technologies Corp). The ﬁndingsof the benchmark showed that Airbus Group’s Chairman totalcompensation was among the lowest across the peer group;also, Non-Executive Directors’ remuneration was below theaverage.
In the meeting on 23 February 2016 the Board conﬁrmed therecommendation of the RNGC to increase the total target
remuneration of the Chairman of the Board of Directors to€ 300,000 (currently € 240,000) while that of a Non-Executive
Director shall increase to € 140,000 (currently € 110,000). The
calculation is based on 6 regular Board meetings per year.
This increase is the ﬁrst since the comprehensive revision andmodiﬁcation of the Board remuneration policy launched by the
Board of Directors in 2007.

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Incentivising Board attendance the new Board remuneration
policy will double the attendance fee of a Non-Executive
Director to € 10,000 while leaving the ﬁxed fee unchanged. The
Chairman’s remuneration will be increased with regards to boththe ﬁxed fee by € 30,000 and the attendance fee by € 5,000.
However, attendance fees will decrease by 50% in case of an
attendance by phone.
For personal reasons, Denis Ranque decided to waive theportion of his remuneration as Chairman of the Board of
Directors which exceeds € 240,000 (his current total target
remuneration) until further notice. The Board recommended
that the Company makes an annual contribution of € 60,000 to
the Airbus Group Foundation as long as Denis Ranque waives
the part of his remuneration which exceeds € 240,000.
The following entitlements remain:
A base fee for membership or chair of the Board;
A committee fee for membership or chair on each of theBoard’s Committees;QAn attendance fees for the attendance of Board meetings.
Q
Q

Under the new policy, and in greater details, Members of theBoard would be entitled to the following fees:

Chairman of the Board
The proposal is to increase the Chairman’s remuneration withregards to both the ﬁxed fee and the attendance fee:QQFixed fee: 210,000
Attendance fee: 15,000

Attendance fees shall decrease by 50% in case of an attendanceby phone.

Non-Executive Directors
The proposal is to increase the attendance fees of the NonExecutive Directors; the objective being to incentivise theattendance. The ﬁxum would remain unchanged,
Q
Q

Fixed fee: 80,000
Attendance fee: 10,000

Membership of a Committee
The remuneration for the membership of a Committee would
remain unchangedQ
Q

Chairman of a Committee: 30,000 per year (no attendance fee)
Member of a Committee: 20,000 per year (no attendance fee)

4.2.1.3

Proposed Amendmentsof the Remuneration Policy

At the 2016 AGM, the Board of Directors is proposingthat shareholders adopt a number of amendments to the
Airbus Group Remuneration Policy.

The following changes are being proposed:
CEO remuneration: The remuneration of the CEO was notreviewed since 2012. Therefore, in the frame of the renewalof his mandate, the Company proposes to increase theremuneration of the CEO as described above. This increase
takes into consideration the track record of the CEO and isin line with the salary policy applied to employees across theGroup over that period;QNon-executive remuneration: In order to recognise theincrease in responsibilities, greater time commitment andthe continuous need to attract and retain highly competent
Board Members, a review of the Board remuneration policy
was undertaken in 2015, the ﬁrst comprehensive revision since2007. As described in detail above, the Company proposes
to increase the remuneration of the Chairman and that of
the non-executive Board Members to be in line with market
practice, incentivise attendance and recognise the strategicrole played by the Board of Directors in the Airbus Group’developments;
QLTIP: In order to maintain the alignment with shareholders’interests, and to ensure both the Company and thebeneficiaries benefit from new tax and social regimes(offered by the Macron Act in France in favour of French tax
resident employees), the Company intends to replace allor part of future LTIP allocations with substantially similar
instruments, such as performance shares or other equityrelated allocations. As with the Performance Units, the valueof the CEO’s LTIP allocation would continue to be capped as apercentage of Base Salary at the date of grant and be subject
to performance conditions. The other features would remainunchanged (performance conditions assessed over a 3 year
period based on relevant ﬁnancial criteria: average Earning Per
Share and cumulated Free Cash Flow) with stringent targets
set, as demonstrated by the past Group practice;Q
ESOP: The Company intends to implement an ESOP in 2017,
subject to approval by the Board of Directors, open to all
qualifying employees (including the CEO). The Company
intends to replace future ESOP through the issuance of sharesor free distribution of shares of other existing or new securities
giving access to the capital as a matching contribution. This
plan would aim at favouring the development of employee
shareholding.
Q

4.2.1.4

Implementation of the Remuneration
Policy in 2015: CEOa) Benchmarking
The RNGC regularly benchmarks the CEO’s Total Direct
Compensation (Base Salary, Annual Variable Remunerationand LTIP) against an extensive peer group.
The last review took place in October 2014, and was completedwith the assistance of an independent consultant: Towers
Watson. The relevant peer groups that were considered were

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4.2 Interests of Directors and Principal Executive Ofﬁcers

proposed by Towers Watson, and comprised 31 companies(1)having comparable economic indicators such as revenue,
number of employees and market capitalisation. Financial
institutions were excluded from the peer group.
Based on this review the RNGC concluded again this year, that
the CEO’s Total Direct Compensation was slightly below themedian level of the peer group.

b) Base Salary
For 2015, the Base Salary was set by the Board of Directors
at € 1,400,004 (unchanged compared to the annualised salarypaid in the previous year). The CEO’s Base Salary level was
set in July 2012, shortly after his appointment. Any review of
the CEO’s Base Salary will also take into consideration salary
increases of employees across the Group.

c) Annual Variable Remuneration
As stipulated in the Company’s Remuneration Policy, the CEO’s
Annual Variable Remuneration is targeted at 100% of Base
Salary and capped at 200% of Base Salary. It is subject tothe fulﬁlment of Collective and Individual performance targets.
For 2015, the Annual Variable Remuneration amounted to an
aggregate € 1,932,000 composed of € 987,000 for the Common
Collective Component (141%), and € 945,000 for the Individualpart (135%).
The Common Collective Component results from a composite
141% achievement of EBIT*, Free Cash Flow and RoCE
objectives.
This achievement mainly reﬂects a signiﬁcant Free Cash Flow
before M&A over-performance against the budgeted target andguidance given to the market; the main drivers of that successwere the solid operational performance, healthy pre-delivery
payments inﬂows, and on-going efforts to control working
capital during programme ramp-up phase.
EBIT*, compared to the budgeted target and guidance, wasglobally good, in spite of an unplanned A400M provisions.
Finally, RoCE slightly exceeded the target, thanks to a wellcontrolled capital employed.
Normalisation adjustments of EBIT* were made to exclude
currency exchange differences against the budget rate, or thosearising from phasing mismatches. Importantly, the impact of
M&A (especially the Dassault shares sale) were excluded from
EBIT* and Free Cash Flow to determine the achievement level.

The Individual part results from a high achievement level of
135% out of 200%, assessed by the RNGC and approved by the
Board on the basis of the CEO’s performance and behaviour,mostly with respect to the eight Group priorities agreed at
the start of the year. For each of these outcomes, leadership,
personal performance and contributions were examined.
The factors determining the high assessment were among
other achievements: a solid ﬁnancial and operational performancewith a record order book supporting the commercial aircraft
ramp-up plans and driving operational efﬁciency (e.g.: breakeven on the A380 programme, delivery of 14 A350 XWBs in theﬁrst year of industrialisation, acceleration of the A350 XWB and
A400M ramp-ups and A320neo transition, signature of Ariane 6,
launch of the X6); an initiated digital strategy (e.g.: selection of
OneWeb to build 900 small satellites to enable global internet
access, creation of a new corporate venture capital and business
innovation center in Silicon Valley, and the implementation of acyber security improvement plan); reinforcement of corporatesocial responsibility (e.g.: opening of new algae cultivation facility
to produce bio-kerosene and chemical products, launchingof a programme to help airlines reduce their environmental
footprint with tailored services and expertise), reinforced anticorruption policy and programme (e.g.: updating Group policies
with overarching standards of business conduct, integrity andtransparency, including for suppliers and business partners);a reinforced worldwide footprint with local industrial presence(e.g.: inauguration of Airbus Final Assembly Line in Alabama,
launching of “Make-in-India” initiative).
Conversely, certain areas were considered as work-in­
progress, and contributed to lowering the achievement
assessment, such as the operational disappointments leading
to sudden charges on the A400M programme; besides, certain
on-going objectives are repeated into 2015 priorities, such as
those relating to continuing to set a commanding tone from the
top regarding the updating of processes supporting Ethics andCompliance; the completion of a group vision on responsibility
and eco-efﬁciency, and the introduction of an updated groupwide environmental policy; the implementation of the “one-roof”
management of our activities in key countries. The RNGC andthe Board noted that the CEO’s performance assessment is also
consistent with the average outcome of the Group Executive
Committee Members’ assessments.

(1) France: Air Liquide, Danone, Michelin, Renault, Sanoﬁ, Schneider Electric, GDF Suez, Vinci.
Germany: BASF, Bayer, BMW, Daimler, Lufthansa, Deutsche Post World Net, Deutsche Telekom, E.ON, Henkel, RWE, SAP, Siemens, ThyssenKrupp.
UK: Anglo American, BP, GlaxoSmithKline, Glencore, Imperial Tobacco, Rio Tinto, Rolls-Royce, Royal Dutch Shell, Unilever.
US: AT&T, Boeing, Caterpillar, Cisco Systems, Coca-Cola, General Electric, IBM, Intel, Johnson & Johnson, Microsoft, Pﬁzer, Procter and Gamble, United Technologies, Verizon.

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PERFORMANCE AGAINST TARGET 2015
TargetThresholdMaximum

Common Collective
Component (50%)

141%

Individual (50%)

135%

Overall Performance
Achievement

138%
0%

20%

40%

60%

80%

100%

120%

140%

160%

180%

200%

d) Long-Term Incentive Plan
As stipulated in the Company’s Remuneration Policy the CEO is eligible for a Performance Unit award under the Company’s
LTIP. The value of the Performance Unit award is capped at 100% of Base Salary at the date of grant. During 2015, the CEO was
granted 24,862 Performance Units.
The table below gives an overview of the Performance Units granted to the Chief Executive Ofﬁcer in 2015 pursuant to the LTIP*:
Unit plan: number of Performance Units

Thomas Enders

Granted in 2015

Vesting dates

24,862

Vesting schedule is made up of 2 tranches over 2 years:(i) 50% expected in June 2019;(ii) 50% expected in June 2020.

* There is no obligation under the WFT to notify the cash units under the LTIP to the AFM. The CEO’s cash units are therefore no longer reflected in the AFM register.

In 2015, the CEO received both cash payments and vested shares in connection with the vesting of 2010 and 2011 LTIP awards:
Q

Q

Cash: The total cash payment to the CEO amounted to € 3,148,629.
Shares: In connection with the 2010 LTIP award, the CEO had elected that 25% of his grant should be deferred into shares.
Therefore the CEO received 18,496 vested shares on the fourth vesting date for the 2010 LTIP (4 November 2015).

In connection with the 2011 LTIP award, the CEO had elected that 25% of his grant should be deferred into shares. Therefore,
the vesting of 8,224 Performance Units was delayed and these will be released in the form of shares on the fourth vesting date
for the 2011 LTIP (which will take place in 2016).
In connection with the 2012 LTIP award, the CEO had elected that 25% of his grant should be deferred into shares. Therefore, thevesting of 12,575 Performance Units will be delayed and these will be released in the form of shares on the fourth vesting date
for the 2012 LTIP (which will take place in 2017).

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Date ofgrants2010

NumberShareprice atgrant date

54,400€ 18.40

Value atgrant date

€ 1,000,960(Un)
conditional

Performanceachievement

Conditional

Units withperformanceachievement

136%

73,984

Dates ofvesting2014 Sharevalue atvesting dates

4 vestings in2014 - 2015

3rd vesting –6 May 2015:€ 62.17
4th vesting –4 November
2015: € 57.97

2011

51,400€ 21.41€ 1,100,474

Conditional

128%

65,7924 vestings in2015 - 2016

1st vesting –6 May 2015:€ 62.17
2nd vesting –4 November
2015: € 57.97

2012

50,300€ 27.83€ 1,399,849

Conditional

Not yet known

Not yet known

4 vestings in2016 - 2017

Not yet known
Not yet known

2013

30,300€ 46.17€ 1,398,951

Conditional

Not yet known

Not yet known

4 vestings in2017 - 20182014

29,500€ 47.45€ 1,399,775

Conditional

Not yet known

Not yet known

2 vestings in2018 - 2019

Not yet known

Not yet known

2 vestings in2019 - 2020

Not yet known

2015

24,862€ 56.31€ 1,399,979

Conditional

Not yet known

Calculations may involve rounding to the nearest unit.

Performance conditions of 2011 LTI plan
The performance conditions were determined as follows:QQ

if the Airbus Group reports negative cumulated EBIT* results,
the deﬁnitive grant shall be 0%;50% to 150% of the allocation would be granted on a linear
basis depending on three year average EPS for the 2012, 2013
and 2014 ﬁscal years, with the three year average EPS target
for an allocation of 100% equal to € 1.55.

Review of achievement of performance conditions
The Board of Directors on 26 February 2015 noted the achievement of the performance conditions of the 2011 plan, i.e. for the
2012, 2013 and 2014 ﬁscal years: The three year average EPS was € 2.10, after normalisation to align it with policies in force whensetting the target (notably IAS 11).
Number ofunits

Target average
EPS for a 100%
allocation

Achieved
average EPS

Resultingvesting inpercentage

Resultingvesting in
numberFor comparison, average
EPS for the last 3 reported
years at the date of grants

2010

54,400€ 0.90€ 1.54136%

73,984€ 0.15(1)2011

51,400€ 1.55€ 2.10128%

65,792€ 0.56(2)Date ofgrants(1) Average EPS of 2009, 2008 and 2007.
(2) Average EPS of 2010, 2009 and 2008.

e) Share Ownership
The CEO owned 64,521 Airbus Group shares on 31 December
2015, which represents more than 200% base salary. He
herewith respects the Group’s share ownership policy.

f) Employee Share Ownership Plan (ESOP)In March 2015, the Company has invited employees of theGroup to subscribe for a share matching plan whereby theCompany matched a certain number of directly acquired shareswith a grant of matching shares. This ratio varied dependingon the number of shares acquired at fair market value by theemployees, with a maximum discount of 50%. The total offering
was up to 2 million shares of the Company, open to all qualifying
employees.

Under the umbrella of the ESOP 2015, a dedicated UK tax
advantageous Share Incentive Plan, SIP, was also be deployedin March 2015.
Although the CEO was eligible to the plan, he did not participate
to the ESOP 2015 plan favouring the development of ashareholding among other employees of the Group.

g) Benefits
As stipulated in the Company’s Remuneration Policy the CEO’s
beneﬁts comprise a company car and accident insurance. The
monetary value of these beneﬁts for 2015 amounted to € 69,050.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 139 l

4.

Corporate Governance
4.2 Interests of Directors and Principal Executive Ofﬁcersh) Retirement

The deﬁned beneﬁt obligation for the CEO’s Company pension
results from the Company’s pension policy as described above
and takes into account (i) the seniority of the CEO in the Company
and on its Group Executive Committee and (ii) the signiﬁcantly
lower public pension promise deriving from the German social
security pension system, compared to a pension resulting frommembership in the French pension system.

As of 31 December 2015, the present value of the CEO’s pension
deﬁned beneﬁt obligation including deferred compensation
amounted to € 17,118,048 vs. 18,584,426 a year ago. While
the plan beneﬁts remain identical, the present value of thepension obligation was calculated applying a 1.9% discountrate in 2014 compared to a 2.3% discount rate in 2015, whichmainly explains the change in value. For the ﬁscal year 2015, thecurrent service and interest costs related to the CEO’s pension
promise represented an expense of € 1,079,861. This obligation
has been accrued in the Consolidated Financial Statements.

4.2.1.5i) Clawback
The Board has not applied any claw back in 2015.

Implementation of the Remuneration Policy in 2015: Non-Executive Fees

The RNGC recommended and the Board of Directors decided not to increase non-executive fees in 2015, and therefore the nonexecutive fees remain unchanged from the level set in October 2007. The CEO is the only Member of the Board of Directors who
is not entitled to any Board membership fee.
Summary table of the 2015 and 2014 fees of all non-Executive Members of the Board (current and former):
Directors’ remuneration related to 2015(2)Directors’ remuneration related to 2014(1)Fixum

AttendanceFees(2)

Total

Fixum

Attendance
Fees

Total

(in €)(in €)(in €)(in €)(in €)(in €)

Current Non Executive
Board Members(1)Denis Ranque

180,000

70,000250,000

180,000

70,000250,000

Manfred Bischoff

80,00025,000105,000

80,00025,000105,000

Ralph D Crosby, Jr.

80,00035,000115,000

80,00035,000115,000

Hans-Peter Keitel

100,000

35,000135,000

100,000

30,000130,000

Hermann-Josef Lamberti

110,000

30,000140,000

110,000

35,000145,000

Anne Lauvergeon

100,000

30,000130,000

100,000

30,000130,000

100,000

35,000135,000

100,000

30,000130,000

Lakshmi N. Mittal
Maria Amparo Moraleda Martinez(3)

Sir John Parker

50,00020,00070,000

N/A

N/A

N/A

110,000

30,000140,000

110,000

35,000145,000

Michel Pébereau

100,000

25,000125,000

100,000

30,000130,000

Jean-Claude Trichet

100,000

35,000135,000

100,000

35,000135,000

41,668041,668100,000

15,000115,000

1,151,668

370,000

1,521,668

1,160,000

370,000

1,530,000

Former Non Executive Board
Members
Josep Piqué i Camps

Total(1) The Fixum related to 2014 was paid in 2015; the Fixum related to 2015 was paid 50% in July 2015 and 50% in January 2016.
(2) The Board meetings of 24 March and 3 June were telephone-based and it was agreed that no remuneration will be paid for it.
(3) Member of the Company Board of Directors, Audit Committee as of 27 May 2015.

4.2.2 Long-Term Incentives Granted to the Chief Executive Ofﬁcer
See “— 4.3.3 Long-Term Incentive Plans”.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 140 l

Registration Document 2015
Corporate Governance
4.3 Employee Proﬁt Sharing and Incentive Plans

4.2.3 Related Party Transactions
Reﬂecting Article 2:129(6) of the Dutch Civil Code, Article 18.5 of
the Articles of Association provides that “a Director shall not takepart in the deliberations or decision-making if he has a direct
or indirect personal interest which conflicts with the interestsof the Company and of the enterprise connected with it. If asa result thereof no resolution of the Board of Directors can be
adopted, the resolution is adopted by the General Meeting”.
During the years 2013, 2014 and 2015, no agreement wasentered into by the Company with one of its Directors or
principal ofﬁcers or a shareholder holding more than 5% of thevoting rights of the Company outside the ordinary course ofbusiness and in conditions other than arm’s length conditions.
For more information, please refer to the “— Notes to the

IFRS Consolidated Financial Statements — Note 8: Related
party transactions” for the year ended 31 December 2015
and “— Notes to the IFRS Consolidated Financial Statements— Note 36: Related party transactions” for the year ended
31 December 2014, as incorporated by reference herein.
For a description of the relationships between the Company
and its principal shareholders, see “— General Description of
the Company and its Shareholders — 3.3.2 Relationships with
Principal Shareholders”. Other than the relationships between
the Company and its principal shareholders described therein,
there are no potential conﬂicts of interest between the duties
to the Company of the Directors and their respective privateinterests or other duties.

4.3 Employee Proﬁt Sharing and Incentive Plans
4.3.1

Employee Proﬁt Sharing and Incentive Agreements

The Company’s remuneration policy is strongly linked to theachievement of individual and Company objectives, both for each
Division and for the overall Group. In 2012, a Performance andRestricted Unit plan was established for the senior managementof the Group (see “— 4.3.3 Long-Term Incentive Plans”), andemployees were offered shares at favourable conditions within

the context of a new employee share ownership plan (see“— 4.3.2 Employee Share Ownership Plans”).
The success sharing schemes which are implemented at theCompany in France, Germany, Spain and the UK follow one setof common rules of the Group, ensuring a consistent applicationin these four countries.

4.3.2 Employee Share Ownership Plans
Enabling employees to participate in the results of the Company
is a key element in the Airbus Group beneﬁts policy. Since
its creation, the Company has developed a philosophy basedon sharing the added value created by the Company withall employees (including the CEO). Therefore, the Company
has regularly offered qualifying employees the opportunity topurchase shares on favourable terms through the ESOP.

Pursuant to shareholders’ resolutions adopted at the AGM, thepowers to issue shares and to set aside preferential subscription
rights of existing shareholders have been granted to the Boardof Directors. Such powers include the approval of ESOP.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 141 l

4.

Corporate Governance
4.3 Employee Proﬁt Sharing and Incentive Plans

The following table summarises the main terms of the ESOPs conducted over the last three years:
Year

Price per shareNominal value per share

Number of shares issued

Date of issuance2013€ 42.02(1) / € 44.20(2)€12,113,245

29 July 2013

2014

(3)

€1
€1

1,436,901
102,11321 April 2015
November 20152015

€ 49.70(1) /€ 51.63(2) /€ 65.59(4)(1) Shares purchased within context of Group employee savings plan.
(2) Shares purchased directly.
(3) July 2014 the Board of Directors decided to cancel the ESOP scheme for 2014 due to volatility of the share price and the financial situation.
(4) Under the umbrella of the ESOP 2015, a dedicated UK tax advantageous Share Incentive Plan, SIP, was also be deployed.

Future ESOPThe Company intends to implement an ESOP in 2016, subject toapproval by the Board of Directors. The 2016 ESOP is expected
to be a share matching plan whereby a certain number of
directly acquired shares would be matched by the Company asmatching shares. The total offering would be up to approximately
2 million shares of the Company, i.e. up to 0.25% of its issued

share capital, open to all qualifying employees (including theCEO). A dedicated UK tax advantageous (Share Incentive Plan –SIP) would also be deployed in March 2016, under the umbrellaof the ESOP 2016.
Non-Executive Members of the Board are not eligible toparticipate in future ESOP.

4.3.3 Long-Term Incentive Plans
Based on the authorisation granted to it by the Shareholders’Meetings (see dates below), the Board of Directors approved
Stock Option Plans in 2004, 2005 and 2006. In 2009, 2010,2011, 2012, 2013, 2014 and 2015, the Board of Directors
approved the granting of Performance Units and Restricted
Units in the Company. The grant of so-called “units” will not
physically be settled in shares but represents a cash settled
plan in accordance with IFRS 2.

The principal characteristics of these options as well as
Performance and Restricted Units as of 31 December 2015
are set out in the “Notes to the IFRS Consolidated Financial
Statements — Note 30: Share-based payment”. They are also
summarised in the tables below:

Eighth tranche
Date of Shareholders’ Meeting

4 May 2006

Date of Board of Directors meeting (grant date)18 December 2006
Stock Option Plan

Number of options granted

1,747,500

Number of options outstanding(1)264,500

Options granted to:Q

Mr. Thomas Enders

67,500Q

Mr. Louis Gallois

67,500the 10 employees having being granted
the highest number of options during
the year 2006 (eighth tranche)

425,000

Q

Total number of eligible beneficiaries
Date from which the options may be exercised

221
50% of options may be exercised after a period of two years from the date of grant of
the options; 50% of options may be exercised as of the third anniversary of the date of grantof the options (subject to specific provisions contained in the Insider Trading Rules – see“— General description of the company and its share capital – 3.1.11 Disclosure of holdings”)

Date of expiration

16 December 2016

Conversion right

One option for one share

Vested100%

Exercise price
Exercise price conditions€ 25.65
110% of fair market value of the shares at the date of grant

Number of exercised options

1,276,500

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 142 l

Registration Document 2015
Corporate Governance
4.3 Employee Proﬁt Sharing and Incentive Plans

Twelfth tranche
Date of Board of Directors meeting (grant date)

10 November 2010
Performance and Restricted Unit plan
Performance Units

Restricted Units

2,891,540

977,780

00

Mr. Louis Gallois*

54,400­the 10 employees having being granted thehighest number of units during the year 2010
(twelfth tranche)

341,600

79,000

Number of units granted(1)Number of units outstanding(2)Units granted to:QQ

Total number of eligible beneficiaries

1,711
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the caseof Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 4 payments over 2 years:
25% expected in May 2014;
25% expected in November 2014;
25% expected in May 2015;
25% expected in November 2015.

Vesting dates

Q
Q
Q
Q

3,693,272

Number of vested units(2)916,700(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
(2) Re-evaluation based on 136% performance achievement for the remaining outstanding Performance Units.
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

Thirteenth tranche
Date of Board of Directors meeting (grant date)

9 November 2011
Performance and Restricted Unit plan
Performance Units

Restricted Units

Number of units granted(1)2,606,900

880,225

Number of units outstanding

1,621,252

430,509

Mr. Louis Gallois*

51,400­the 10 employees having being granted thehighest number of units during the year 2011
(thirteenth tranche)

320,050

Units granted to:
Q

Q

­

Total number of eligible beneficiaries

Vesting dates

1,771
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the case of
Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 4 payments over 2 years:
25% expected in May 2015;
25% expected in November 2015;
25% expected in May 2016;
25% expected in November 2016.
Q
Q
Q
Q

Number of vested units

1,524,034

417,472(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 143 l

4.

Corporate Governance
4.3 Employee Proﬁt Sharing and Incentive Plans

Fourteenth tranche
Date of Board of Directors meeting (grant date)

13 December 2012
Performance and Restricted Unit plan
Performance Units

Restricted Units

Number of units granted(1)2,119,160

621,980

Number of units outstanding

2,024,076

601,800

Mr. Thomas Enders*

50,300­the 10 employees having being granted thehighest number of units during the year 2012
(fourteenth tranche)

251,800

Units granted to:
Q

Q

­

Total number of eligible beneficiaries

1,797
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the caseof Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 4 payments over 2 years:
25% expected in May 2016;
25% expected in November 2016;
25% expected in May 2017;25% expected in November 2017.

Vesting dates

Q
Q
Q
Q

Number of vested units

2,000

2,800

(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

Fifteenth tranche
Date of Board of Directors meeting (grant date)

13 November 2013
Performance and Restricted Unit plan
Performance Units

Restricted Units

Number of units granted(1)1,241,020

359,760

Number of units outstanding

1,202,576

355,120

Mr. Thomas Enders*

30,300­the 10 employees having being granted thehighest number of units during the year 2013
(fifteenth tranche)

173,100

Units granted to:
Q

Q

­

Total number of eligible beneficiaries

Vesting dates

1,709
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the caseof Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 4 payments over 2 years:
25% expected in May 2017;25% expected in November 2017;25% expected in May 2018;
25% expected in November 2018.
Q
Q
Q
Q

Number of vested units

600­(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 144 l

Registration Document 2015
Corporate Governance
4.3 Employee Proﬁt Sharing and Incentive Plans

Sixteenth tranche
Date of Board of Directors meeting (grant date)

13 November 2014
Performance and Restricted Unit plan
Performance Units

Restricted Units

1,109,650

290,840

1,109,650

290,840

Mr. Thomas Enders*

29,500­the 10 employees having being granted thehighest number of units during the year 2014
(sixteenth tranche)

176,460

Number of units granted(1)

Number of units outstanding
Units granted to:
Q

Q

­

Total number of eligible beneficiaries

1,621
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the caseof Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 2 payments over 2 years:
50% expected in June 2018;
50% expected in June 2019.

Vesting dates

Q
Q

Number of vested units-­(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

The information in respect of stock options and performance and restricted shares cancelled and exercised during the year are
set out in “Notes to the IFRS Consolidated Financial Statements — Note 30: Share-based payment”.
Seventeenth tranche
Date of Board of Directors meeting (grant date)

29 October 2015
Performance and Restricted Unit plan
Performance Units

Restricted Units

Number of units granted(1)926,416

239,604

Number of units outstanding

926,416

239,604

Mr. Thomas Enders*

24,862­the 10 employees having being granted thehighest number of units during the year 2015
(seventeenth tranche)

156,446

Units granted to:
Q

Q

­

Total number of eligible beneficiaries

Vesting dates

1,564
The Performance and Restricted Units will vest if the participant is still employed
by a Group company at the respective vesting dates and, in the caseof Performance Units, upon achievement of mid-term business performance.
Vesting schedule is made up of 2 payments over 2 years:
50% expected in June 2019;50% expected in June 2020.
Q
Q

Number of vested units-­(1) Based on 100% target performance achievement. A minimum of 50% of Performance Units will vest; 100% in case of on-target performance achievement; up to a maximumof 150% in case of overachievement of performance criteria. In case of absolute negative results (cumulative EBIT* of Airbus Group) during the performance period, the Boardof Directors can decide to review the vesting of the Performance Units including the 50% portion which is not subject to performance conditions (additional vesting condition).
* For more information in respect of units granted to the Chief Executive Officer, please refer to the “Notes to the IFRS Consolidated Financial Statements — Note 31: Remuneration”.

SHAREHOLDING IN THE COMPANY OF THE MEMBERS OF THE BOARD OF DIRECTORSMember of the Board of Directors

ShareholdingQMr. Thomas Enders

64,521 ordinary sharesQ

Mr. Denis Ranque

2,000 ordinary shares

QMr. Manfred Bischoff

1,292 ordinary shares

Q

Mr. Ralph D. Crosby, Jr.

40,000 stock options

No other Member of the Board of Directors holds shares or other securities in the Company.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 145 l

4.

ChapterX
5
FACTORSRISK

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 146 l

Registration Document 2015

Entity Responsible
for the Registration Document
5.1 Entity Responsible
for the Registration Document148

5.2 Statement of the Entity Responsible
for the Registration Document148

5.3 Information Policy

149

5.4 Undertakings of the Company
regarding Information

149

5.5 Significant Changes

149

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 147 l

5.

Entity Responsible for the Registration Document
5.1 Entity Responsible for the Registration Document

5.1 Entity Responsible for the Registration
Document
Airbus Group SE

5.2 Statement of the Entity Responsible
for the Registration Document
The Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in
the Registration Document is, to the best of the Company’s knowledge, in accordance with the facts and contains no omission
likely to affect its import.
Airbus Group SE represented by:Thomas Enders
Chief Executive Ofﬁcer

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 148 l

Registration Document 2015
Entity Responsible for the Registration Document
5.5 Signiﬁcant Changes

5.3 Information PolicyQContact details for information:
Ms Julie Kitcher
Head of Investor Relations and Financial Communication,
Airbus Group SE
1 rond-point Maurice Bellonte
P.O. Box B03-5A4
31707 Blagnac France
Telephone: +33 5 82 05 53 01
E-mail: ir@airbus.com

Special toll-free hotlines are available to shareholders inFrance (0 800 01 2001), Germany (00 800 00 02 2002) andSpain (00 800 00 02 2002). An international number is alsoavailable for the rest of the world (+33 800 01 2001)
Q
An e-mail box is dedicated to shareholders’ messages:
ir@airbus.com
QA website, www.airbusgroup.com, provides a wide range of
information on the Company, including the Board of Directors’
report. Additionally, for the life of this Registration Document,
copies of:
the Company’s Articles of Association;
the Registration Document ﬁled in English with, and approved
by, the AFM on 4 April 2014;
Q
the Registration Document ﬁled in English with, and approved
by, the AFM on 16 April 2015; andQ
the Consolidated Financial Statements (IFRS) and the Company
Financial Statements of Airbus Group SE for the years ended
31 December 2013, 2014 and 2015, together with the related
Auditors’ reports, may be inspected at the Company’s
registered ofﬁce at: Airbus Group SE, Mendelweg 30, 2333 CS
Leiden, the Netherlands, Seat (statutaire zetel) Amsterdam,
Tel.: +31 (0)71 5245 600.
QQ

5.4 Undertakings of the Company regarding
Information
Given the fact that the shares of the Company are listed onEuronext Paris, on the regulierter Markt (in the sub-segment
Prime Standard) of the Frankfurt Stock Exchange and on the
Madrid, Bilbao, Barcelona and Valencia Stock Exchanges, theCompany is subject to certain laws and regulations applicablein France, Germany and Spain in relation to information, themain ones of which are summarised in “General Description of
the Company and its Share Capital — 3.1.3 Governing Laws
and Disclosures”.

5.5 Signiﬁcant Changes
As of the date of this Registration Document, there has been no signiﬁcant change in the Group’s ﬁnancial or trading position
since 31 December 2015.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 149 l

5.

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 150 lDesigned and produced by
Annual Review:
Registration Document and Financial Statements: Labrador
Copywriting by The Clerkenwell Consultancy – Printed by Chirat.
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Airbus Group SE
Mendelweg 302333 CS Leiden
The Netherlands
2 rond-point Dewoitine
BP 9011231703 Blagnac Cedex
France