ˆ200F4okSJo$zGuRw]Š 200F4okSJo$zGuRw NYCFBUAC350897 EMBRAER S.A. RR Donnelley ProFile10.7.16 NER feucs0nd18-Apr-2011 14:30 EST 173971 FS 1 6* FORM 20-F NYC HTM ESS 0C Page 1 of 1 As filed with the Securities and Exchange Commission on April 18, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2010 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 Brigadeiro Faria Lima, 2170 12227-901 São José dos Campos, São Paulo, 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: Common shares, without par value (represented by, and traded only in the form of, American Depositary Shares (evidenced by American Depositary Receipts), with each American Depositary Share representing four common shares) New York Stock Exchange US$500,000,000 6.375% Guaranteed Notes due 2020 of Embraer Overseas Ltd. Guaranteed by Embraer S.A. New York Stock Exchange 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: US$500,000,000 6.375% Guaranteed Notes due 2017 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, 2010: 740,465,044 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 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 International Financial Reporting Standards as issued by the International Accounting Standards Board ⌧ Other 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 ⌧ WorldReginfo - 5cec2367-0729-4235-abab-850b5a724f89 ˆ200F4okSJoaLYsYQyŠ 200F4okSJoaLYsYQ NYCFBUAC350897 EMBRAER S.A. RR Donnelley ProFile10.7.16 NER budhc0nd 14-Apr-2011 19:46 EST 173971 TOC 1 4* FORM 20-F START PAGE NYC HTM ESS 0C Page 1 of 1 TABLE OF CONTENTS Page 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 3A. Selected Financial Data 4 3B. Capitalization and Indebtedness 7 3C. Reasons for the Offer and Use of Proceeds 7 3D. Risk Factors 8 ITEM 4. INFORMATION ON THE COMPANY 18 4A. History and Development of the Company 18 4B. Business Overview 23 4C. Organizational Structure 43 4D. Property, Plant and Equipment 43 ITEM 4.A UNRESOLVED STAFF COMMENTS 46 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 46 5A. Operating Results 47 5B. Liquidity and Capital Resources 63 5C. Research 66 5D. Trend Information 67 5E. Off-Balance Sheet Arrangements 70 5F. Tabular Disclosure of Contractual Obligations 72 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 73 6A. Directors and Senior Management 73 6B. Compensation 80 6C. Board Practices 81 6D. Employees 83 6E. Share Ownership 84 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 84 7A. Major Shareholders 84 7B. Related Party Transactions 85 7C. Interests of Experts and Counsel 87 ITEM 8. FINANCIAL INFORMATION 87 8A. Consolidated Statements and Other Financial Information 87 8B. Significant Changes 92 ITEM 9. THE OFFER AND LISTING 92 9A. Offer and Listing Details 92 9B. Plan of Distribution 94 9C. Markets 94 9D. Selling Shareholders 97 9E. Dilution 97 9F. Expenses of the Issue 97 ITEM 10. ADDITIONAL INFORMATION 97 10A. Share Capital 97 10B. Memorandum and Articles of Association 97 10C. Material Contracts 110 10D. Exchange Controls 110 10E. Taxation 111 10F. Dividends and Paying Agents 116 10G. Statements by Experts 117 10H. Documents on Display 117 i WorldReginfo - 5cec2367-0729-4235-abab-850b5a724f89 ˆ200F4okSJoaLcpvwwŠ 200F4okSJoaLcpvw NYCFBUAC350897 EMBRAER S.A. RR Donnelley ProFile10.7.16 NER budhc0nd14-Apr-2011 19:47 EST 173971 TOC 2 4* FORM 20-F NYC HTM ESS 0C Page 1 of 1 10I. Subsidiary Information 117 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 117 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 121 12A. Debt Securities 121 12B. Warrants and Rights 121 12C. Other Securities 121 12D. American Depositary Shares 121 Part II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 122 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 122 ITEM 15. CONTROLS AND PROCEDURES 122 ITEM 16.A FINANCIAL EXPERT 123 ITEM 16.B CODE OF ETHICS 123 ITEM 16.C PRINCIPAL ACCOUNTANT FEES AND SERVICES 124 ITEM 16.D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 124 ITEM 16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 124 ITEM 16.F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 125 ITEM 16.G CORPORATE GOVERNANCE 125 Part III ITEM 17. FINANCIAL STATEMENTS 127 ITEM 18. FINANCIAL STATEMENTS 127 ITEM 19. EXHIBITS 128 ii WorldReginfo - 5cec2367-0729-4235-abab-850b5a724f89 ˆ200F4okSJoVC19NQ+Š 200F4okSJoVC19NQ NYCFBUAC350583 EMBRAER S.A. RR Donnelley ProFile10.7.16 NER dormr0nd14-Apr-2011 11:53 EST 173971 TX 1 4* FORM 20-F NYC HTM ESS 0C Page 1 of 1 INTRODUCTION In this annual report, “Embraer,” “we,” “us” or “our” refer to Embraer S.A., formerly known as Embraer-Empresa Brasileira de Aeronáutica S.A. (as successor in interest to the previously listed company having the same name – i.e., Embraer-Empresa Brasileira de Aeronáutica S.A., or former Embraer – a predecessor company, as a result of the merger of former Embraer with and into Embraer pursuant to the corporate reorganization described below), and its consolidated subsidiaries (unless the context otherwise requires). 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. On March 31, 2006, our shareholders approved a reorganization of our corporate structure. The purpose of the reorganization was to, among other things, create a basis for the sustainability, growth and continuity of our businesses and activities by simplifying our capital structure and thereby improving our access to capital markets and increasing financing resources for the development of new products and expansion programs. For further information on our corporate reorganization, see “Item 4A. Information on the Company—History and Development of the Company—2006 Corporate Reorganization.” Presentation of Financial and Other Data Financial Data Our audited financial statements at December 31, 2010 and 2009 and January 1, 2009 and for each of the years ended December 31, 2010 and 2009 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. Our financial statements for the year ended December 31, 2010 are our first annual financial statements that comply with IFRS as issued by the IASB. As permitted by the applicable rules, when making the transition from U.S. GAAP to IFRS, we did not include in this annual report our financial statements as of and for the years ended December 31, 2008, 2007 and 2006, as they were prepared in accordance with U.S. GAAP and not IFRS. After analyzing our operations and businesses with regard to the applicability of International Accounting Standards, or IAS, 21 – “Effects of Changes in Foreign Exchange Rates”, particularly in relation to the factors involved in determining our functional currency, management concluded that our functional currency is the U.S. dollar. This conclusion was based on an analysis of the following factors, as set forth in IAS 21: (1) the currency that mainly influences the sale prices of our goods and services, (2) the currency of the countries whose competitive forces mainly determine the sale prices of our goods and services, (3) the currency that mainly influences prices of raw materials and other costs involved in providing our goods and services, (4) the currency in which the funds for financial operations are principally obtained; and (5) the currency in which revenue from operations is usually received. Items included in the financial statements of each of our subsidiaries are measured using the currency of the primary economic environment in which such subsidiary operates.