SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-04-29 | Period of Report: 2020-12-31 SEC Accession No. 0001104659-21-057773 (HTML Version on secdatabase.com) FILER Suzano S.A. Mailing Address Business Address AV. BRIGADEIRO FARIA AV. PROFESSOR CIK:909327| IRS No.: 000000000 LIMA, 1,355 MAGALHAES NETO, 1,752 Type: 20-F | Act: 34 | File No.: 001-38755 | Film No.: 21872168 7TH FLOOR 10TH FLOOR, ROOMS 1010 SIC: 2621 Paper mills PINHEIROS, SAO PAULO - AND 1011 SP D5 01 452-919 SALVADOR - BA D5 41 810-012 551121384588 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. Trading Title of each class: Name of each exchange on which registered: Symbol Common Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by American Depositary Receipts), each representing two Common — New York Stock Exchange Shares 4.000% Notes due 2025, issued by Fibria Overseas Finance FBR/25 New York Stock Exchange Ltd. 5.500% Notes due 2027, issued by Fibria Overseas Finance FBR/27 New York Stock Exchange Ltd. 5.250% Notes due 2024, issued by Fibria Overseas Finance FBR/24 New York Stock Exchange Ltd. 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document * 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 ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 112 PROCEEDS 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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