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20-F 1 tamform20f2010.htm FORM 20-F As filed with the Securities and Exchange Commission on May 13, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-131938 Commission file number Commission file number 333-145838-02 333-145838-01 TAM S.A. TAM Capital Inc. TAM Linhas Aéreas S.A. (Exact name of registrant as specified (Exact name of registrant as (Exact name of registrant as in its charter) specified in its charter) specified in its charter) Not applicable Not applicable TAM Airlines S.A. (Translation of registrant name into (Translation of registrant name into (Translation of registrant name into English) English) English) The Federative Republic of Brazil Cayman Islands The Federative Republic of Brazil (State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) incorporation or organization) 4512 4512 4512 (Primary Standard Industrial (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) Classification Code Number) Not applicable Not applicable Not applicable (I.R.S. Employer Identification (I.R.S. Employer Identification (I.R.S. Employer Identification Number) Number) Number) Av. Jurandir, 856, Lote 4, 1° andar 04072-000, São Paulo, SP Federative Republic of Brazil (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Preferred Shares issued by TAM S.A., without New York Stock Exchange* par value American Depositary Shares (as evidenced by New York Stock Exchange American Depositary Receipts), each representing one Preferred Share * Not for trading purposes, but only in connection with the trading on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: TAM Capital Inc. U.S.$300,000,000 7.375% Senior Guaranteed Notes due 2017, unconditionally guaranteed by TAM S.A. and TAM Linhas Aéreas S.A. Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 55,816,683 Common Shares 100,390,098 Preferred Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ⌧ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer ⌧ Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP IFRS ⌧ Other If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No CONTENTS Page INTRODUCTION 1 PRESENTATION OF FINANCIAL AND OTHER 2 DATA FORWARD-LOOKING STATEMENTS 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR 5 MANAGEMENT AND ADVISERS ITEM 2. OFFER STATISTICS AND EXPECTED 5 TIMETABLE ITEM 3. KEY INFORMATION 5 A. Selected Financial Data 5 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8 ITEM 4. INFORMATION ON THE COMPANY 21 A. History and Development of the Company 21 B. Business Overview 24 C. Organizational Structure 54 D. Property, Plant and Equipment 55 ITEM 4A. UNRESOLVED STAFF COMMENTS 55 ITEM 5. OPERATING AND FINANCIAL 55 REVIEW AND PROSPECTS A. Operating Results 56 B. Liquidity and Capital Resources 65 C. Research and Development, Patents and 72 Licenses, etc. D. Trend Information 73 E. Off-balance Sheet Arrangements 73 F. Tabular Disclosure of Contractual Obligations 73 ITEM 6. DIRECTORS, SENIOR MANAGEMENT 74 AND EMPLOYEES A. Directors and Senior Management 74 B. Compensation 77 C. Board Practices 78 D. Employees 79 E. Share Ownership 82 ITEM 7. MAJOR SHAREHOLDERS AND 83 RELATED PARTY TRANSACTIONS A. Major Shareholders 83 B. Related Party Transactions 84 C. Interests of Experts and Counsel 85 ITEM 8. FINANCIAL INFORMATION 85 A. Consolidated Statements and Other Financial 85 Information B. Significant Changes 90 ITEM 9. THE OFFER AND LISTING 90 A. Offer and Listing Details 90 B. Plan of Distribution 92 C. Markets 92 D. Selling Shareholders 98 - i - E. Dilution 98 F. Expenses of the Issue 99 ITEM 10. ADDITIONAL INFORMATION 99 A. Share Capital 99 B. Memorandum and Articles of Association 99 C. Material Contracts 103 D. Exchange Controls 106 E. Taxation 108 F. Dividends and Paying Agents 113 G. Statement by Experts 114 H. Documents on Display 114 I. Subsidiary Information 114 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 114 MARKET RISK ITEM 12. DESCRIPTION OF SECURITIES 116 OTHER THAN EQUITY SECURITIES D. American Depositary Shares 116 ITEM 13. DEFAULTS, DIVIDEND 118 ARREARAGES AND DELINQUENCIES ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND 118 USE OF PROCEEDS ITEM 15T. CONTROLS AND PROCEDURES 119 ITEM 16A. AUDIT COMMITTEE FINANCIAL 119 EXPERT ITEM 16B. CODE OF ETHICS 119 ITEM 16C. PRINCIPAL ACCOUNTANT FEES 119 AND SERVICES ITEM 16D. EXEMPTIONS FROM THE LISTING 120 STANDARDS FOR AUDIT COMMITTEES ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND 120 AFFILIATED PURCHASERS ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING 120 ACCOUNTANT ITEM 16G. CORPORATE GOVERNANCE 120 ITEM 17. FINANCIAL STATEMENTS 121 ITEM 18. FINANCIAL STATEMENTS 121 ITEM 19. EXHIBITS 121 SIGNATURES 122 - ii - INTRODUCTION In this annual report (the "Annual Report"), "TAM S.A." refers to TAM S.A., a sociedade anônima de capital aberto organized under the laws of Brazil, "Multiplus" or "Multiplus Fidelidade" refers to Multiplus S.A., a sociedade anônima de capital aberto organized under the laws of Brazil, "TAM Linhas Aéreas" or "TLA" refer to TAM Linhas Aéreas S.A., a sociedade anônima de capital fechado organized under the laws of Brazil, "Pantanal" refers to Pantanal Linhas Aéreas S.A., a sociedade anônima de capital fechado organized under the laws of Brazil, "TAM Viagens" refers to Fidelidade Viagens e Turismo Limited, a sociedade limitada organized under the laws of Brazil, "TAM Mercosur" refers to Transportes Aéreos Del Mercosur S.A., a sociedade anônima de capital fechado organized under the laws of Paraguay, "TP Franchising" refers to TP Franchising Limited, a sociedade limitada organized under the laws of Brazil, "TAM Milor" refers to TAM Milor - Táxi Aéreo, Representações, Marcas e Patentes S.A., a sociedade anônima de capital aberto organized under the laws of Brazil, "TAM Capital" refers to TAM Capital Inc., "TAM Capital 2" refers to TAM Capital 2 Inc., "TAM Financial 1" refers to Tam Financial Services 1 Limited and "TAM Financial 2" refers to Tam Financial Services 2 Limited, and each of TAM Capital, TAM Capital 2, TAM Financial 1 and TAM Financial 2 is an exempted company incorporated with limited liability in the Cayman Islands. The terms "we," "our" and "us" refer to TAM S.A., its consolidated subsidiaries and each of the companies mentioned above, which are its controlled subsidiaries. References to "preferred shares" and "ADSs" refer to the non-voting preferred shares of TAM S.A. and the American depositary shares representing those preferred shares, respectively, except where the context otherwise requires. In this Annual Report, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government" refers to the federal government of Brazil. The term "ANAC" refers to the National Civil Aviation Agency or Agência Nacional de Aviação Civil, the national aviation agency, which is part of the Brazilian government. The term "Central Bank" refers to the Central Bank of Brazil. The terms "U.S. dollar" and "U.S. dollars" and the symbol "U.S.$" refer to the legal currency of the United States.
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