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FORM 20-F Suzano S.A

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FORM 20-F Suzano S.A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2020 Commission file number 001-38755 Suzano S.A. (Exact name of Registrant as specified in its charter) Suzano 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: Trading Symbol Name of each exchange on which registered: Common Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by American Depositary — New York Stock Exchange Receipts), each representing two Common Shares 4.000% Notes due 2025, issued by Fibria Overseas Finance Ltd. FBR/25 New York Stock Exchange 5.500% Notes due 2027, issued by Fibria Overseas Finance Ltd. FBR/27 New York Stock Exchange 5.250% Notes due 2024, issued by Fibria Overseas Finance Ltd. FBR/24 New York Stock Exchange 6.000% Notes due 2029, issued by Suzano Austria GmbH SUZ/29 New York Stock Exchange 5.000% Notes due 2030, issued by Suzano Austria GmbH SUZ/30 New York Stock Exchange 3.750% Notes due 2031, issued by Suzano Austria GmbH SUZ/31 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 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. as of December 31, 2020 was: 1,361,263,584 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. ☒ 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 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. ☒ Yes ☐ 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). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ 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. ☐ †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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒ Yes ☐ No Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ 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 TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS 1 GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 3 PART I 4 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 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7 ITEM 4. INFORMATION ON THE COMPANY 25 A. History and Development of the Company 25 B. Business Overview 26 ITEM 4. A. INFORMATION ON THE COMPANY 52 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52 A. Operating Results 57 B. Liquidity and Capital Resources 61 C. Research and development, patents and licenses, etc. 67 D. Trend Information 71 E. Off-Balance Sheet Arrangements 72 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 73 A. Directors and Senior Management 73 B. Compensation 80 C. Board Practices 84 D. Employees 84 E. Share Ownership 85 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 86 A. Major Shareholders 86 B. Related-Party Transactions 87 C. Interests of Experts and Counsel 87 ITEM 8. FINANCIAL INFORMATION 87 A. Consolidated Statements and Other Financial Information 87 B. Significant Changes 93 ITEM 9. THE OFFER AND LISTING 94 A. Offer and Listing Details 94 B. Plan of Distribution 94 C. Markets 94 D. Selling Shareholders 96 i E. Dilution 96 F. Expenses of the Issue 96 ITEM 10. ADDITIONAL INFORMATION 97 A. Share Capital 97 B. Memorandum and Articles of Association 97 C. Material Contracts 102 D. Exchange Controls 102 E. Taxation Brazilian Tax Considerations 103 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 107 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 110 PART II 111 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 111 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 112 ITEM 15. CONTROLS AND PROCEDURES 113 ITEM 16. A. AUDIT COMMITTEE FINANCIAL EXPERT 114 ITEM 16. B. CODE OF ETHICS 115 ITEM 16. C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 116 ITEM 16. D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 117 ITEM 16. E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 118 ITEM 16. F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 119 ITEM 16. G. CORPORATE GOVERNANCE 120 ITEM 16. H. MINE SAFETY DISCLOSURE 122 PART III 123 ITEM 17. FINANCIAL STATEMENTS 123 ITEM 18. FINANCIAL STATEMENTS 124 ITEM 19. EXHIBITS 125 ii FORWARD-LOOKING STATEMENTS This annual report includes forward-looking statements, mainly 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: • the outbreak of the COVID-19 pandemic and its impacts on the sanitary and health conditions in Brazil and in our principal export markets, as well as any impact on our business, financial condition, results of operations and prospects, including impacts in the demand for printing and writing papers, and any further actions that alter our business operations, as may be required by local authorities, or that we determine are in the best interests of our employees, communities and clients; • our management and future operation; • the implementation of our main 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.
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