Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2018 Commission file number 001-38755 Suzano S.A. (formerly Suzano Papel e Celulose S.A.) (Exact name of Registrant as specified in its charter) Suzano Inc. (formerly Suzano Paper and Pulp Inc.) (Translation of Registrant’s name into English) Federative Republic of Brazil (Jurisdiction of incorporation or organization) Av. Professor Magalhães Neto, 1,752 10th Floor, Rooms 1010 and 1011 Salvador, Brazil 41810-012 (Address of principal executive offices) Marcelo Feriozzi Bacci Chief Financial and Investor Relations Officer Telephone: +55 11 3503-9000 Email: [email protected] Av. Faria Lima, 1,355 – 7th Floor São Paulo, Brazil, 01452-919 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 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: Common Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by American Depositary Receipts), each representing two Common Shares New York Stock Exchange 4.000% Notes due 2025, issued by Fibria Overseas Finance Ltd. New York Stock Exchange 5.500% Notes due 2027, issued by Fibria Overseas Finance Ltd. New York Stock Exchange 5.250% Notes due 2024, issued by Fibria Overseas Finance Ltd. New York Stock Exchange * Not for trading purposes but only in connection with the registration on the New York Stock Exchange of American Depositary Shares representing those common shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of stock of Suzano S.A. (formerly Suzano Papel e Celulose S.A.) as of December 31, 2018 was: 1,105,826,145 common shares, without par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x 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. o Yes x No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. 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. x Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). x Yes o 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. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company o If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x 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). o Yes x No Table of Contents FORWARD-LOOKING STATEMENTS 1 GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 3 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 A. Selected Financial Data 4 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 26 ITEM 4A. INFORMATION ON THE COMPANY 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 A. Operating Results 59 B. Liquidity and Capital Resources 65 C. Research and development, patents and licenses, etc. 78 D. Trend Information 82 E. Off-Balance Sheet Arrangements 83 F. Tabular Disclosure of Contractual Obligations 84 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 86 A. Directors and Senior Management 86 B. Compensation 93 C. Board Practices 95 D. Employees 95 E. Share Ownership 95 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 96 A. Major Shareholders 96 B. Related-Party Transactions 97 C. Interests of Experts and Counsel 98 ITEM 8. FINANCIAL INFORMATION 99 A. Consolidated Statements and Other Financial Information 99 B. Significant Changes 105 ITEM 9. THE OFFER AND LISTING 106 A. Offer and Listing Details 106 B. Plan of Distribution 106 C. Markets 106 D. Selling Shareholders 108 E. Dilution 108 F. Expenses of the Issue 108 ITEM 10. ADDITIONAL INFORMATION 109 A. Share Capital 109 B. Memorandum and Articles of Association 109 C. Material Contracts 109 D. Exchange Controls 109 E. Taxation 111 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 116 i Table of Contents ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 119 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 120 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 121 ITEM 15. CONTROLS AND PROCEDURES 122 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 123 ITEM 16B. CODE OF ETHICS 124 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 125 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 126 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 127 ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 128 ITEM 16G. CORPORATE GOVERNANCE 129 ITEM 16H. MINE SAFETY DISCLOSURE 131 PART III ITEM 17. FINANCIAL STATEMENTS 132 ITEM 18. FINANCIAL STATEMENTS 133 ITEM 19. EXHIBITS 134 ii Table of Contents FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements, principally in “ Item 3. Key Information — Risk Factors,” “Item 4. Information on Suzano — Business Overview” and “Item 5. Operating and Financial Review and Prospects.” We have based these forward-looking statements largely on our current expectations about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions, including among other things: · our management and future operation; · the implementation of our principal operational strategies, including our potential participation in acquisitions, joint venture transactions or other investment opportunities; · general economic, political and business conditions, both in Brazil and in our principal export markets; · industry trends and the general level of demand for, and change in the market prices of, our products; · existing and future governmental regulation, including tax, labor, pension and environmental laws and regulations and import tariffs in Brazil and in other markets in which we operate or to which we export our products; · the competitive nature of the industries in which we operate; · our level of capitalization, including the levels of our indebtedness and overall leverage; · the cost and availability of financing; · our compliance with the covenants contained in the instruments governing our indebtedness; · the implementation of our financing strategy and capital expenditure plans; · inflation and fluctuations in currency exchange rates, including the Brazilian real and the U.S. dollar; · legal and administrative proceedings to which we are or may become a party; · the volatility of the prices of the raw materials we sell or purchase to use in our business; · other statements included in this annual report that are not historical; and · other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed in “Item 3. Key Information — Risk Factors.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “should,” “would,” “will,” “understand” and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur and are not guarantees of future performance. Our actual results and performance may differ substantially from the forward-looking statements included in this annual report. 1 Table of Contents GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT Herein, “Suzano”, the “Company”, “we”, “us” and “our” refer to Suzano and its consolidated subsidiaries, unless the context otherwise requires. References to “Fibria” refer to “Fibria Celulose S.A.” and references to the “Companies” refer to Suzano and Fibria.