EMBRAER S.A. (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents 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, 2019 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 Dra. Ruth Cardoso, 8501, 30th floor, Pinheiros, São Paulo, SP, 05425-070, Brasil (Address of principal executive offices) Antonio Carlos Garcia Head of Investor Relations (55) 11 3040 6874 Investor relations department, (55) 11 3040 6874, [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 Trading Name of each exchange Title of each class: Symbol on which registered Common shares, without par value (represented by, ERJ New York Stock Exchange and traded only 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.(1) ERJ/22 New York Stock Exchange 5.050% Guaranteed Notes due 2025 of Embraer ERJ/25 New York Stock Exchange Netherlands Finance B.V.(1) 5.40% Guaranteed Notes due 2027 of Embraer ERJ/27 New York Stock Exchange Netherlands Finance B.V.(1) (1) In connection with our then pending strategic partnership with The Boeing Company, in March 2020, after receiving the requisite consents from holders of our notes due 2022, 2025 and 2027, we started the process to deregister these notes with the SEC and delist the same notes from the New York Stock Exchange. These notes were delisted from the New York Stock Exchange on April 13, 2020. For additional information, see “5B. Liquidity and Capital Resources—Credit Facilities and Lines of Credit—Long-term Facilities.” 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, 2019: 736,078,625 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 Other ☐ issued 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 TABLE OF CONTENTS PART I Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 Item 3. KEY INFORMATION 6 3A. Selected Financial Data and Other Data 6 3B. Capitalization and Indebtedness 9 3C. Reasons for the Offer and Use of Proceeds 9 3D. Risk Factors 9 Item 4. INFORMATION ON THE COMPANY 26 4A. History and Development of the Company 26 4B. Business Overview 30 4C. Organizational Structure 54 4D. Property, Plant and Equipment 54 4E. UNRESOLVED STAFF COMMENTS 57 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 57 5A. Operating Results 58 5B. Liquidity and Capital Resources 84 5C. Research and Development, Patents and Licenses, etc. 90 5D. Trend Information 94 5E. Off-Balance Sheet Arrangements 99 5F. Tabular Disclosure of Contractual Obligations 102 5G. Safe Harbor 102 Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 102 6A. Directors and Senior Management 102 6B. Compensation 108 6C. Board Practices 111 6D. Employees 113 6E. Share Ownership 113 Item 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS 113 7A. Major Shareholders 113 7B. Related-Party Transactions 114 7C. Interests of Experts and Counsel 116 Item 8. FINANCIAL INFORMATION 116 8A. Consolidated Statements and Other Financial Information 116 8B. Significant Changes 122 Item 9. THE OFFER AND LISTING 125 9A. Offer and Listing Details 125 9B. Plan of Distribution 125 9C. Markets 125 9D. Selling Shareholders 128 9E. Dilution 128 9F. Expenses of the Issue 128 Item 10. ADDITIONAL INFORMATION 128 10A. Share Capital 128 10B. Memorandum and Articles of Association 128 10C. Material Contracts 143 10D. Exchange Controls 145 i Table of Contents 10E. Taxation 146 10F. Dividends and Paying Agents 154 10G. Statements by Experts 154 10H. Documents on Display 154 10I. Subsidiary Information 154 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 155 Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 159 12A. Debt Securities 159 12B. Warrants and Rights 159 12C. Other Securities 159 12D. American Depositary Shares 159 PART II Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 160 Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 161 Item 15. CONTROLS AND PROCEDURES 161 Item 16. Reserved 162 Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT 162 Item 16B. CODE OF ETHICS 162 Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 162 Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 163 Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 163 Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 163 Item 16G. CORPORATE GOVERNANCE 163 Item 16H. MINE SAFETY DISCLOSURE 166 PART III Item 17. FINANCIAL STATEMENTS 166 Item 18. FINANCIAL STATEMENTS 166 Item 19. EXHIBITS 167 ii Table of Contents 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, 2019 and 2018 and for the three years in the period ended December 31, 2019 (2019 audited consolidated financial statements) are included 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. According to IFRS 5, in light of the approval of the then pending strategic partnership with The Boeing Company (“Boeing”), in our financial statements as of and for the year ended December 31, 2019, we recorded and presented our Commercial Aviation business unit and related services in a single line item as discontinued operations in the statements of operations, and the balances of assets and liabilities were presented as held for sale in the statement of financial position. Our 2019 audited consolidated statement of operations retroactively presented this information for the years ended 2018 and 2017 for comparative purposes to account for the aforementioned events. On April 25, 2020, Boeing provided notice to Embraer communicating its decision to terminate the Master Transaction Agreement (as defined below) providing for the strategic partnership.