Embraer S.A. Files 20-F Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Embraer S.A. has submitted its 20-F annual report detailing its 2023 financial performance and operational highlights.</b>

AI Summary

EMBRAER S.A. (EMBJ) filed a Foreign Annual Report (20-F) with the SEC on April 5, 2024. Embraer S.A. filed its annual 20-F report for the fiscal year ended December 31, 2023. The report covers financial activities and business operations for the period. Share-based remuneration increased in 2023 due to market appreciation of virtual shares. Remuneration in 2022 decreased due to share devaluation. Compensation includes wages, salaries, profit sharing, bonuses, indemnities, and statutory advisory committee member compensation.

Why It Matters

For investors and stakeholders tracking EMBRAER S.A., this filing contains several important signals. The 20-F filing provides a comprehensive overview of Embraer's financial health and strategic direction for investors and regulators. Changes in share-based remuneration reflect market performance and company valuation, offering insight into employee incentive structures.

Risk Assessment

Risk Level: medium — EMBRAER S.A. shows moderate risk based on this filing. The company's financial performance is subject to the cyclical nature of the aerospace industry and global economic conditions, as indicated by past share value fluctuations.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 20-F to assess Embraer's future prospects and potential volatility.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-05 — Filing Date (Date the 20-F was filed)

Key Players & Entities

• EMBRAER S.A. (company) — Filer of the 20-F report
• 20-F (document) — Form type filed by Embraer S.A.
• 2023-12-31 (date) — Conformed period of report
• 2024-04-05 (date) — Filing date
• Note 26 (other) — Reference for share-based remuneration details

FAQ

Risk Factors

• Share-based Remuneration Fluctuations [medium — financial]: Share-based remuneration increased in 2023 due to market appreciation of virtual shares and decreased in 2022 due to devaluation.

Industry Context

Embraer operates in the aerospace industry, which is characterized by long product cycles, significant capital investment, and sensitivity to global economic conditions.

Regulatory Implications

As a foreign private issuer, Embraer files annual reports on Form 20-F with the SEC, which are subject to specific disclosure requirements under U.S. securities laws.

What Investors Should Do

1. Review Embraer's detailed financial statements for the fiscal year ended December 31, 2023.
2. Analyze the trends and reasons behind the fluctuations in share-based remuneration.
3. Assess the company's overall financial health and operational performance as presented in the 20-F.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-04-05: Filing Date — Date Embraer S.A. submitted its 20-F report.

Glossary

Share-based remuneration

Compensation provided to employees in the form of company stock or stock options. (Indicates changes in employee compensation tied to company stock performance.)

Virtual shares

A form of share-based compensation that mimics the value of company shares without granting actual ownership. (Explains the mechanism behind the reported increase in remuneration due to market appreciation.)

Year-Over-Year Comparison

This filing is the annual 20-F report for the fiscal year ended December 31, 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $ — urrency of Brazil. All references to "US$," "dollars" or "U.S. dollars" are to Un
• $8.2 million — c downturn. In 2023, we had income of US$8.2 million related to contractual fines paid by cu
• $17.8 million — ompared to contractual fine income of US$17.8 million in 2022 and US$6.1 million in 2021. Mat
• $6.1 million — income of US$17.8 million in 2022 and US$6.1 million in 2021. Material cancellations, delays
• $1,369.5 million — s, in cash over the years, a total of US$1,369.5 million since the beginning of the development

Filing Documents

• d679073d20f.htm (20-F) — 7939KB
• d679073dex11.htm (EX-1.1) — 156KB
• d679073dex23.htm (EX-2.3) — 125KB
• d679073dex81.htm (EX-8.1) — 16KB
• d679073dex111.htm (EX-11.1) — 57KB
• d679073dex112.htm (EX-11.2) — 81KB
• d679073dex121.htm (EX-12.1) — 10KB
• d679073dex122.htm (EX-12.2) — 10KB
• d679073dex131.htm (EX-13.1) — 4KB
• d679073dex132.htm (EX-13.2) — 4KB
• d679073dex971.htm (EX-97.1) — 17KB
• g679073embr.jpg (GRAPHIC) — 4KB
• 0001193125-24-087644.txt (&nbsp;) — 34472KB
• erj-20231231.xsd (EX-101.SCH) — 258KB
• erj-20231231_cal.xml (EX-101.CAL) — 145KB
• erj-20231231_def.xml (EX-101.DEF) — 940KB
• erj-20231231_lab.xml (EX-101.LAB) — 1277KB
• erj-20231231_pre.xml (EX-101.PRE) — 1156KB
• d679073d20f_htm.xml (XML) — 9502KB

tem 18

Item 17Item 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). YesNo Table of Contents TABLE OF CONTENTS PART I Item1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 Item2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 Item3. KEY INFORMATION 4 A. [Reserved] 4 B. Capitalization and Indebtedness 4 C. Reasons for the Offer and Use of Proceeds 4 D.

Risk Factors

Risk Factors 4 Item4. INFORMATION ON THE COMPANY 20 A. History and Development of the Company 20 B. Business Overview 24 C. Organizational Structure 55 D. Property, Plants and Equipment 56 4A. Unresolved Staff Comments 59 Item5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 59 A. Operating Results 60 B. Liquidity and Capital Resources 70 C. Research and Development, Patents and Licenses, etc. 75 D. Trend Information 79 E. Critical Accounting Estimates 83 Item6. DIRECTORS, SENIOR MANAGEMENT ANDEMPLOYEES 83 A. Directors and Senior Management 83 B. Compensation 89 C. Board Practices 91 D. Employees 95 E. Share Ownership 96 F. Disclosure of a Registrant ' s Action to Recover Erroneously Awarded Compensation 96 Item7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 96 A. Major Shareholders 96 B. Related Party Transactions 97 C. Interests of Experts and Counsel 98 Item8. FINANCIAL INFORMATION 98 A. Consolidated Statements and Other Financial Information 98 B. Significant Changes 103 Item9. THE OFFER AND LISTING 104 A. Offer and Listing Details 104 B. Plan of Distribution 104 C. Markets 104 D. Selling Shareholders 106 E.

Dilution

Dilution 107 F. Expenses of the Issue 107 Item10. ADDITIONAL INFORMATION 107 A. Share Capital 107 B. Memorandum and Articles of Association 107 C. Material Contracts 121 D. Exchange Controls 121 i Table of Contents E. Taxation 122 F. Dividends and Paying Agents 131 G. 131 H. Documents on Display 131 I. Subsidiary Information 131 J. Annual Report to Security Holders 131 Item11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 132 Item12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 135 A. Debt Securities 135 B. Warrants and Rights 135 C. Other Securities 135 D. American Depositary Shares 135 PART II Item13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 136 Item14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 137 Item15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 137 A. Disclosure Controls and Procedures 137 B. Management's Annual Report on Internal Controls Over Financial Reporting 137 C. Attestation report of the registered public accounting firm 138 D. Changes in Internal Controls Over Financial Reporting 138 Item16. [RESERVED] 139 16A. Audit Committee Financial Expert 139 16B. Code of Ethics 139 16C. Principal Accountant Fees and Services 140 16D. Exemptions from the Listing Standards for Audit Committees 141 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 141 16F. Change in Registrant's Certifying Accountant 141 16G. Corporate Governance 141 16H. Mine Safety Disclosure 144 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 144 ii Table of Contents 16J. Insider Trading Policies 144 16K. Cybersecurity 144 PART III Item17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 147 Item18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 147 Item19. EXHIBITS 147 iii 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, 2023 and 2022 and for the three years ended December 31, 2023, or our 2023 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. After analyzing our 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 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: (i) the currency that most influences sale 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. Our audited consolidated financial statements included elsewhere in this annual report are presented in U.S. dollars, which is our presentation currency. For certain purposes, in

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View this 20-F filing on SEC EDGAR