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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2018 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 001-15102 EMBRAER S.A. (Exact name of Registrant as specified in its charter) EMBRAER Inc. (Translation of Registrant’s name into English) Federative Republic of Brazil (Jurisdiction of incorporation) Avenida Presidente Juscelino Kubitschek, 1909 14th and 15th floors – Torre Norte – São Paulo Corporate Towers 04543-907 São Paulo/SP – Brasil (Address of principal executive offices) Nelson Krahenbuhl Salgado Head of Investor Relations (55) 11 3040 9518 Investor relations department, (55) 11 3040 9518, [email protected] (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 (represented by, and traded only New York Stock Exchange in the form of, American Depositary Shares (evidenced by American Depositary Receipts), with each American Depositary Share representing four common shares) 5.150% Notes due 2022 of Embraer S.A. New York Stock Exchange 5.050% Guaranteed Notes due 2025 of Embraer Netherlands New York Stock Exchange Finance B.V. 5.40% Guaranteed Notes due 2027 of Embraer Netherlands New York Stock Exchange Finance B.V. 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 Title of each class 6.375% Guaranteed Notes due 2020 of Embraer Overseas Ltd. Guaranteed by Embraer S.A. Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2018: 735, 482,105 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 ☒ 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, 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 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 by the International Accounting Standards Board 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 ☒ 1 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 3A. Selected Financial Data and Other Data 7 3B. Capitalization and Indebtedness 11 3C. Reasons for the Offer and Use of Proceeds 11 3D. Risk Factors 11 ITEM 4. INFORMATION ON THE COMPANY 27 4A. History and Development of the Company 27 4B. Business Overview 30 4C. Organizational Structure 49 4D. Property, Plant and Equipment 49 ITEM 4A. UNRESOLVED STAFF COMMENTS 51 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 51 5A. Operating Results 52 5B. Liquidity and Capital Resources 67 5C. Research and Development, Patents and Licenses, etc. 71 5D. Trend Information 73 5E. Off-Balance Sheet Arrangements 78 5F. Tabular Disclosure of Contractual Obligations 80 5G. Safe Harbor 81 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 81 6A. Directors and Senior Management 81 6B. Compensation 86 6C. Board Practices 88 6D. Employees 90 6E. Share Ownership 91 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 91 7A. Major Shareholders 91 7B. Related Party Transactions 92 7C. Interests of Experts and Counsel 93 ITEM 8. FINANCIAL INFORMATION 93 8A. Consolidated Statements and Other Financial Information 93 8B. Significant Changes 98 ITEM 9. THE OFFER AND LISTING 99 9A. Offer and Listing Details 99 9B. Plan of Distribution 99 9C. Markets 99 9D. Selling Shareholders 102 9E. Dilution 102 9F. Expenses of the Issue 102 i ITEM 10. ADDITIONAL INFORMATION 102 10A. Share Capital 102 10B. Memorandum and Articles of Association 102 10C. Material Contracts 115 10D. Exchange Controls 116 10E. Taxation 117 10F. Dividends and Paying Agents 125 10G. Statements by Experts 125 10H. Documents on Display 125 10I. Subsidiary Information 125 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 125 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 130 12A. Debt Securities 130 12B. Warrants and Rights 130 12C. Other Securities 130 12D. American Depositary Shares 130 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 132 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 132 ITEM 15. CONTROLS AND PROCEDURES 132 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT 133 ITEM 16B CODE OF ETHICS 133 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES 133 ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 134 ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 134 ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 134 ITEM 16G CORPORATE GOVERNANCE 134 ITEM 16H MINE SAFETY DISCLOSURE 137 PART III ITEM 17. FINANCIAL STATEMENTS 137 ITEM 18. FINANCIAL STATEMENTS 137 ITEM 19. EXHIBITS 137 ii INTRODUCTION In this annual report, “Embraer,” “we,” “us,” “our” or the “Company” refer to Embraer S.A. and its consolidated subsidiaries. All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “US$,” “dollars” or “U.S. dollars” are to United States dollars. All references to the “Brazilian government” are to the federal government of Brazil. Presentation of Financial and Other Data Financial Data Our audited consolidated financial statements as of December 31, 2018 and 2017 and for the years then ended (2018 audited consolidated financial statements) are included in this annual report. In addition, our audited consolidated financial statements as of and for the year ended December 31, 2016 are also included elsewhere in this annual report. Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. The set of annual consolidated financial statements as of December 31, 2018, 2017 and 2016 includes the first year of adoption of standards IFRS 9—Financial Instruments and IFRS 15—Revenue from Contracts with Customers. The transition was applied retrospectively from January 1, 2016. Changes in the significant accounting practices applied as a result of the adoption, including the restatements figures for December 31, 2017 and 2016, and January 1, 2016, are described in Note 2.2.1 to the 2018 audited consolidated financial statements. After analyzing Embraer S.A.’s operations and businesses on a standalone basis with regard to the applicability of International Accounting Standards, or IAS, 21—“The Effects of Changes in Foreign Exchange Rates,” particularly in relation to the factors involved in determining our functional currency, management concluded that Embraer S.A.’s functional currency is the U.S. dollar. This conclusion was based on an analysis of the following factors, as set forth in IAS 21: (i) the currency that most influences sales prices of goods and services; (ii) the currency of the country whose competitive forces and regulations most determine the sale prices of our goods and services; (iii) the currency that most influences the costs of providing goods and services; and (iv) the currency in which the funds for financial operations are largely obtained.