##### Table of Contents

As filed with the Securities and Exchange Commission on April 29, 2010







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, 2009

Commission file number 333-132289

EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A.



(Exact name of Registrant as
specified in its charter)

EMBRAER  Brazilian Aviation Company 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- Empresa Brasileira de Aeronáutica 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- Empresa Brasileira de Aeronáutica S.A.

Number of outstanding shares of each of the issuers classes of capital or common stock as of December 31, 2009:

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  x    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  x

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  x    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   x    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  x    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  x

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  x









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##### Table of Contents

TABLE OF CONTENTS



|         |  |                                                       |  |                                                         |  |    
|-------- |  | ----------------------------------------------------- |  | ------------------------------------------------------- |  | ---
|         |  | Page                                                 
|Part I  
|         |  |                                                      
|ITEM 1.  |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |  | 5                                                      
|         |  |                                                      
|ITEM 2.  |  | OFFER STATISTICS AND EXPECTED TIMETABLE               |  | 5                                                      
|         |  |                                                      
|ITEM 3.  |  | KEY INFORMATION                                       |  | 5                                                      
|         |  | 3A.                                                   |  | Selected Financial Data                                 |  | 5  
|         |  | 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                            |  | 20                                                     
|         |  | 4A.                                                   |  | History and Development of the Company                  |  | 20 
|         |  | 4B.                                                   |  | Business Overview                                       |  | 23 
|         |  | 4C.                                                   |  | Organizational Structure                                |  | 42 
|         |  | 4D.                                                   |  | Property, Plant and Equipment                           |  | 42 
|         |  |                                                      
|ITEM 4.A |  | UNRESOLVED STAFF COMMENTS                             |  | 45                                                     
|         |  |                                                      
|ITEM 5.  |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS          |  | 45                                                     
|         |  | 5A.                                                   |  | Operating Results                                       |  | 46 
|         |  | 5B.                                                   |  | Liquidity and Capital Resources                         |  | 63 
|         |  | 5C.                                                   |  | Research and Development                                |  | 67 
|         |  | 5D.                                                   |  | Trend Information                                       |  | 68 
|         |  | 5E.                                                   |  | Off-Balance Sheet Arrangements                          |  | 72 
|         |  | 5F.                                                   |  | Tabular Disclosure of Contractual Obligations           |  | 74 
|         |  |                                                      
|ITEM 6.  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            |  | 75                                                     
|         |  | 6A.                                                   |  | Directors and Senior Management                         |  | 75 
|         |  | 6B.                                                   |  | Compensation                                            |  | 81 
|         |  | 6C.                                                   |  | Board Practices                                         |  | 82 
|         |  | 6D.                                                   |  | Employees                                               |  | 84 
|         |  | 6E.                                                   |  | Share Ownership                                         |  | 85 
|         |  |                                                      
|ITEM 7.  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     |  | 85                                                     
|         |  | 7A.                                                   |  | Major Shareholders                                      |  | 85 
|         |  | 7B.                                                   |  | Related Party Transactions                              |  | 86 
|         |  | 7C.                                                   |  | Interests of Experts and Counsel                        |  | 88 
|         |  |                                                      
|ITEM 8.  |  | FINANCIAL INFORMATION                                 |  | 88                                                     
|         |  | 8A.                                                   |  | Consolidated Statements and Other Financial Information |  | 88 
|         |  | 8B.                                                   |  | Significant Changes                                     |  | 93 
|         |  |                                                      
|ITEM 9.  |  | THE OFFER AND LISTING                                 |  | 93                                                     
|         |  | 9A.                                                   |  | Offer and Listing Details                               |  | 93 
|         |  | 9B.                                                   |  | Plan of Distribution                                    |  | 95 
|         |  | 9C.                                                   |  | Markets                                                 |  | 95 
|         |  | 9D.                                                   |  | Selling Shareholders                                    |  | 98 
|         |  | 9E.                                                   |  | Dilution                                                |  | 98 
|         |  | 9F.                                                   |  | Expenses of the Issue                                   |  | 98 
|         |  |                                                      
|ITEM 10. |  | ADDITIONAL INFORMATION                                |  | 98                                                     
|         |  | 10A.                                                  |  | Share Capital                                           |  | 98 
|         |  | 10B.                                                  |  | Memorandum and Articles of Association                  |  | 98 
|         |  | 10C.                                                  |  | Material Contracts                                      |  | 111
|         |  | 10D.                                                  |  | Exchange Controls                                       |  | 111
|         |  | 10E.                                                  |  | Taxation                                                |  | 112
|         |  | 10F.                                                  |  | Dividends and Paying Agents                             |  | 117
|         |  | 10G.                                                  |  | Statements by Experts                                   |  | 118
|         |  | 10H.                                                  |  | Documents on Display                                    |  | 118



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|          |  |                                                                              |  |                            |  |    
|--------- |  | ---------------------------------------------------------------------------- |  | -------------------------- |  | ---
|          |  | 10I.                                                                         |  | Subsidiary Information     |  | 118
|          |  |                                                                             
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  | 118                       
|          |  |                                                                             
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  | 122                       
|          |  | 12A.                                                                         |  | Debt Securities            |  | 122
|          |  | 12B.                                                                         |  | Warrants and Rights        |  | 122
|          |  | 12C.                                                                         |  | Other Securities           |  | 122
|          |  | 12D.                                                                         |  | American Depositary Shares |  | 122
|         
|Part II  
|          |  |                                                                             
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  | 123                       
|          |  |                                                                             
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  | 123                       
|          |  |                                                                             
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  | 128                       
|          |  |                                                                             
|ITEM 16.A |  | FINANCIAL EXPERT                                                             |  | 129                       
|          |  |                                                                             
|ITEM 16.B |  | CODE OF ETHICS                                                               |  | 129                       
|          |  |                                                                             
|ITEM 16.C |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  | 129                       
|          |  |                                                                             
|ITEM 16.D |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  | 130                       
|          |  |                                                                             
|ITEM 16.E |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  | 130                       
|          |  |                                                                             
|ITEM 16.F |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  | 130                       
|          |  |                                                                             
|ITEM 16.G |  | CORPORATE GOVERNANCE                                                         |  | 131                       
|         
|Part III 
|          |  |                                                                             
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  | 133                       
|          |  |                                                                             
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  | 133                       
|          |  |                                                                             
|ITEM 19.  |  | EXHIBITS                                                                     |  | 133                       



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INTRODUCTION

In this annual report, Embraer, we, us or our refer to Embraer-Empresa Brasileira de
Aeronáutica S.A., formerly known as Rio Han Empreendimentos e Participações S.A. (as successor in interest to Embraer-Empresa Brasileira de Aeronáutica S.A., or former Embraer, as 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Corporate Reorganization.

Presentation of Financial and Other Data

Financial Data

Our audited financial statements at December 31, 2008 and 2009 and for each of the years ended December 31, 2007, 2008 and 2009
are included in this annual report.

Our financial statements as of and for the years ended December 31, 2005 and 2006
have not been included in this annual report.

Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, or U.S. GAAP. Because we export more than 90% of our production and operate in an industry that uses the U.S. dollar as its currency of reference, our management believes that
the U.S. dollar is our functional currency and the most appropriate currency in which to present our financial statements. As a result, amounts for all periods presented have been remeasured into U.S. dollars in accordance with the methodology set
forth in Statement of Financial Accounting Standards guidance on foreign currency translations. Our financial statements and financial data presented herein and prepared in accordance with U.S. GAAP do not reflect the effects of inflation.

Pursuant to the accounting standard guidance on foreign currency translations as it applies to us, non-monetary assets and
liabilities, including inventories, property, plant and equipment, accumulated depreciation and shareholders equity, are remeasured at historical rates of exchange, while monetary assets and liabilities denominated in currencies other than
U.S. dollars are remeasured at period-end rates. Export sales invoiced in currencies other than the U.S. dollar are remeasured at the respective exchange rate on the date of sale. Cost of sales and services, depreciation and other expenses relating
to assets remeasured at historical exchange rates are calculated based on the U.S. dollar values of such assets and other non-U.S. dollar statement of income accounts are remeasured at the rate prevailing on the date of the charge or credit to
income. Translation gains and losses are recorded under foreign exchange (gain) loss, net in our statement of income.

In our
2007, 2008 and 2009 financial statements, gains or losses resulting from the remeasurement of the financial statements and from foreign currency transactions have been reported in the consolidated statement of income as single line items.

In our Form 20-F/A filed with the U.S. Securities and Exchange Commission, or SEC, on November 26, 2007, we restated our
financial statements for the years ended December 31, 2004, 2005 and 2006.

For certain purposes, such as providing
reports to our Brazilian shareholders, filing financial statements with the Comissão de Valores Mobiliários (Brazilian securities commission), or CVM, and determining dividend payments and other distributions and tax liabilities
in Brazil, we have prepared, and will continue to be required to



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prepare, financial statements in accordance with Law No. 6,404 of December 15, 1976, as amended, or Brazilian Corporate Law. Effective 2008, significant changes were introduced to the
accounting aspects of the Brazilian Corporate Law by Law 11,638 of December 28, 2007. In addition, changes to accounting principles were introduced in 2008 and other changes to the accounting practices adopted in Brazil, or Brazilian GAAP, by
the Comitê de Pronunciamentos Contábeis (Brazilian Accounting Standards Setting Board) will become effective in 2010. These changes to the accounting aspects of the Brazilian Corporate Law and Brazilian GAAP impacted the basis of
our distribution of minimum mandatory dividends. Other than that, such changes had no effect to our financial statements prepared in accordance with U.S. GAAP that are included in this annual report. Our financial statements as of and for the years
ended December 31, 2007, 2008 and 2009, prepared in accordance with the Brazilian Corporate Law, which are not included in this annual report, are not adjusted to account for the effects of inflation.

As a result of the reconciliation of amounts to the functional currency and other adjustments related to the differences in accounting
principles between U.S. GAAP and Brazilian GAAP, the amounts of net income and shareholders equity as reported in our audited consolidated financial statements presented herein differ from those included in our statutory accounting records.

As a result of the listing of our common shares on the Novo Mercado segment of the BM&FBOVESPA S.A.-Bolsa de
Valores, Mercadorias e Futuros de São Paulo, or São Paulo Stock Exchange, since January 2009 we are required to either translate into English our quarterly financial statements, including cash flow statements, prepared in
accordance with the Brazilian Corporate Law, or prepare such quarterly financial statements in accordance with, or reconciled to, U.S. GAAP or International Financial Reporting Standards, or IFRS.

Other Data and Backlog

In this annual report:



| |  |  | some of the financial data reflects the effect of rounding;
| | - |  | -----------------------------------------------------------



| |  |  | aircraft ranges are indicated in nautical miles;
| | - |  | ------------------------------------------------



| |  |  | one nautical mile is equal to approximately 1.15 ordinary or statute miles, or approximately 1.85 kilometers;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | aircraft speeds are indicated in nautical miles per hour, or knots, or in Mach, which is a measure of the speed of sound;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | the term regional jets refers to narrow body jet aircraft with 30-60 passenger seats;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the term mid-capacity jets refers to jet aircraft with 70-120 passenger seats. All of our regional and mid-capacity jet aircraft are sold
in the commercial aviation segment;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the term commercial aircraft, as it applies to Embraer, refers to our regional jets and mid-capacity jets;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the terms entry-level jet and light jet refer to executive jets that carry from six to eight passengers and up to nine
passengers, respectively, that are designed for short take-off distances;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the term ultra-large refers to executive jets that have longer range and over-sized cabin space and carry, on average, 19 passengers; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the term executive jets, as it applies to Embraer, refers to our aircraft sold to companies, including fractional ownership companies,
charter companies and air-taxi companies and high net-worth individuals.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We calculate the value of our
backlog by considering all firm orders that have not yet been delivered. A firm order is a firm commitment from a customer, represented by a signed contract and customarily accompanied by



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a down payment, for which we have reserved a place on one of our production lines. Every time we refer to our backlog in this annual report, we only make reference to firm orders and not to
options. When we refer in this annual report to the number or value of commercial aircraft, we exclude two EMB 145s delivered to Satena Airline, a state-owned Colombian airline, in 2004. These aircraft have been included in our defense data. In July
2005, we started to include the number of aircraft sold by the defense segment to state-owned airlines, such as TAME and Satena, in our commercial aircraft backlog.

Special Note Regarding Forward-Looking Statements

This annual report includes forward-looking statements, within the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, or Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act, principally in Items 3 through 5 and Item 11 of this annual report. We have based these forward-looking statements
largely on our current expectations and projections about future events, industry and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:



| |  |  | general economic, political and business conditions, both in Brazil and in our markets;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the effects of the current world economic crisis on global and Brazilian economic and market conditions;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | changes in competitive conditions and in the general level of demand for our products;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | managements expectations and estimates concerning our future financial performance, financing plans and programs, and the effects of competition;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of customers canceling, modifying and/or rescheduling contractual orders;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the effect of changing priorities or reductions in the Brazilian government or international government defense budgets on our revenues;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued successful development and marketing of the EMBRAER 170/190 jet family, our line of executive jets (including the Phenom 100, Phenom 300,
Lineage 1000, Legacy 450 and Legacy 500) and our defense aircraft;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our level of indebtedness;
| | - |  | --------------------------



| |  |  | anticipated trends in our industry, including but not limited to the continuation of long-term trends in passenger traffic and revenue yields in the
airline industry;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our short- and long-term outlook for the 30-120 seat commercial airline market;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our expenditure plans;
| | - |  | ----------------------



| |  |  | inflation and fluctuations in exchange rates;
| | - |  | ---------------------------------------------



| |  |  | the impact of volatile fuel prices and the airline industrys response;
| | - |  | -----------------------------------------------------------------------



| |  |  | our ability to develop and deliver our products on a timely basis;
| | - |  | ------------------------------------------------------------------



| |  |  | availability of sales financing for our existing and potential customers;
| | - |  | -------------------------------------------------------------------------



| |  |  | existing and future governmental regulation;
| | - |  | --------------------------------------------



| |  |  | our relationship with our workforce; and
| | - |  | ----------------------------------------



| |  |  | other risk factors as set forth under Item 3D. Risk Factors.
| | - |  | --------------------------------------------------------------



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The words believe, may, will, forecast,
estimate, plan, continue, anticipate, intend, expect and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or
revise any forward-looking statements because of new information, future events or other factors. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this annual report might not occur. Our actual
results and performance could differ substantially from those anticipated in our forward-looking statements. As a result of various factors such as those risks described in Item 3D. Risk Factors, undue reliance should not be placed on
these forward-looking statements.



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PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------



|3A. | Selected Financial Data
|--- | -----------------------

The following table presents our selected financial and other data at and for each of the periods indicated. Selected financial data as of
and for the years ended December 31, 2007, 2008 and 2009 have been derived from our audited U.S. GAAP financial statements and are included elsewhere in this annual report. The selected financial data presented for all other periods have been
derived from our audited U.S. GAAP financial statements not included herein.



|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|------------------------------------------------------------- |  | -------------------------------------- | - |  | -------- | - |  | -------- | - |  | -------- | - |  | -------- | -
|                                                              |  | At and for the year ended December 31, |  
|                                                              |  | 2009                                   |   |  | 2008     |   |  | 2007     |   |  | 2006     |   |  | 2005     |  
|                                                              |  | (in US$ millions)                      |  
|Statement of Income Data                                      |  |                                        |  
|Net sales                                                     |  | 5,466.3                                |   |  | 6,335.2  |   |  | 5,245.2  |   |  | 3,759.5  |   |  | 3,789.5  |  
|Cost of sales and services                                    |  | (4,352.2                               | ) |  | (4,991.7 | ) |  | (4,093.5 | ) |  | (2,806.8 | ) |  | (2,738.9 | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Gross profit                                                  |  | 1,114.1                                |   |  | 1,343.5  |   |  | 1,151.7  |   |  | 952.7    |   |  | 1,050.6  |  
|Operating income (expenses)                                   |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Selling expenses                                              |  | (305.1                                 | ) |  | (393.1   | ) |  | (361.3   | ) |  | (220.6   | ) |  | (159.8   | )
|Research and development                                      |  | (144.0                                 | ) |  | (197.0   | ) |  | (259.7   | ) |  | (112.7   | ) |  | (93.2    | )
|General and administrative                                    |  | (191.5                                 | ) |  | (232.4   | ) |  | (234.8   | ) |  | (235.5   | ) |  | (205.2   | )
|Employee profit sharing                                       |  |                                       |   |  |         |   |  |         |   |  | (42.7    | ) |  | (56.1    | )
|Other operating income (expenses), net                        |  | (137.9                                 | ) |  | 16.0     |   |  | 78.3     |   |  | 1.6      |   |  | (26.1    | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Total operating expenses                                      |  | (778.5                                 | ) |  | (806.5   | ) |  | (777.5   | ) |  | (609.9   | ) |  | (540.4   | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Income from operations                                        |  | 335.6                                  |   |  | 537.0    |   |  | 374.2    |   |  | 342.8    |   |  | 510.2    |  
|Non-operating income (expense)                                |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Interest income (expenses), net                               |  | 35.3                                   |   |  | (171.4   | ) |  | 163.4    |   |  | 105.4    |   |  | (4.1     | )
|Foreign exchange gain (loss), net                             |  | (94.1                                  | ) |  | 71.7     |   |  | (37.7    | ) |  | (4.0     | ) |  | (15.2    | )
|Other non-operating income (expenses), net                    |  |                                       |   |  |         |   |  |         |   |  |         |   |  | 9.1      |  
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Total non-operating income (expense)                          |  | (58.8                                  | ) |  | (99.7    | ) |  | 125.7    |   |  | 101.4    |   |  | (10.2    | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Income before income taxes                                    |  | 276.8                                  |   |  | 437.3    |   |  | 499.9    |   |  | 444.2    |   |  | 500.0    |  
|Income tax (expenses) benefit                                 |  | (14.5                                  | ) |  | (41.1    | ) |  | (2.7     | ) |  | (44.4    | ) |  | (41.6    | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Income before equity                                          |  | 262.3                                  |   |  | 396.2    |   |  | 497.2    |   |  | 399.8    |   |  | 458.4    |  
|Equity in earnings (losses) of affiliates                     |  |                                       |   |  |         |   |  | 0.3      |   |  | (0.1     | ) |  | (3.1     | )
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Net income                                                    |  | 262.3                                  |   |  | 396.2    |   |  | 497.5    |   |  | 399.7    |   |  | 455.3    |  
|Less: Net income attributable to the noncontrolling interests |  | 13.8                                   |   |  | 7.5      |   |  | 8.2      |   |  | 9.6      |   |  | 9.6      |  
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|Net income attributable to Embraer                            |  | 248.5                                  |   |  | 388.7    |   |  | 489.3    |   |  | 390.1    |   |  | 445.7    |  
|                                                              |  |                                        |   |  |          |   |  |          |   |  |          |   |  |          |  
|                                                              | 
|                                                              |  | At and for the year ended December 31, |  
|                                                              |  | 2009                                   |   |  | 2008     |   |  | 2007     |   |  | 2006     |   |  | 2005     |  
|                                                              |  | (in US$)                               |  
|Earnings per Share                                            |  |                                        |  
|Common share  basic(3)                                       |  | 0.34                                   |   |  | 0.54     |   |  | 0.66     |   |  | 0.53     |   |  | 0.58     |  
|Preferred share  basic(3)                                    |  |                                       |   |  |         |   |  |         |   |  |         |   |  | 0.64     |  
|ADS  basic(3)                                                |  | 1.36                                   |   |  | 2.16     |   |  | 2.64     |   |  | 2.11     |   |  | 2.55     |  
|Common share  diluted(3)                                     |  | 0.34                                   |   |  | 0.54     |   |  | 0.66     |   |  | 0.53     |   |  | 0.58     |  
|Preferred share  diluted(3)                                  |  |                                       |   |  |         |   |  |         |   |  |         |   |  | 0.63     |  



5



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|                         |  |                                        |  |         |  |         |  |         |  |        
|------------------------ |  | -------------------------------------- |  | ------- |  | ------- |  | ------- |  | -------
|                         |  | At and for the year ended December 31,
|                         |  | 2009                                   |  | 2008    |  | 2007    |  | 2006    |  | 2005   
|                         |  | (in US$)                              
|Earnings per Share       |  |                                       
|ADS  diluted(3)         |  | 1.36                                   |  | 2.16    |  | 2.64    |  | 2.10    |  | 2.54   
|Dividends per Share      |  |                                        |  |         |  |         |  |         |  |        
|Common share(1)(2)(3)    |  | 0.18164                                |  | 0.32837 |  | 0.17361 |  | 0.21242 |  | 0.26080
|Preferred share(1)(2)(3) |  |                                       |  |        |  |        |  |        |  | 0.28688
|ADS(1)(2)(3)             |  | 0.72656                                |  | 1.31348 |  | 0.69443 |  | 0.84968 |  | 1.14752



|                                                    |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|--------------------------------------------------- |  | -------------------------------------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | -
|                                                    |  | At and for the year ended December 31, |  
|                                                    |  | 2009                                   |   |  | 2008    |   |  | 2007    |   |  | 2006    |   |  | 2005    |  
|                                                    |  | (in thousands)                         |  
|Weighted Average Number of Shares Outstanding       |  |                                        |  
|Common share  basic(3)                             |  | 723,665                                |   |  | 726,084 |   |  | 740,142 |   |  | 739,904 |   |  | 242,544 |  
|Preferred share  basic(3)                          |  |                                       |   |  |        |   |  |        |   |  |        |   |  | 479,288 |  
|Common share  diluted(3)                           |  | 723,665                                |   |  | 726,084 |   |  | 741,047 |   |  | 742,903 |   |  | 242,544 |  
|Preferred share  diluted(3)                        |  |                                       |   |  |        |   |  |        |   |  |        |   |  | 482,739 |  
|                                                    | 
|                                                    |  | At and for the year ended December 31, |  
|                                                    |  | 2009                                   |   |  | 2008    |   |  | 2007    |   |  | 2006    |   |  | 2005    |  
|                                                    |  | (in US$ millions)                      |  
|Balance Sheet Data                                  |  |                                        |  
|Cash and cash equivalents(4)                        |  | 1,592.4                                |   |  | 1,820.7 |   |  | 1,733.8 |   |  | 1,253.1 |   |  | 1,349.8 |  
|Temporary cash investments                          |  | 953.8                                  |   |  | 380.8   |   |  | 759.3   |   |  | 512.1   |   |  | 563.8   |  
|Other current assets                                |  | 3,093.6                                |   |  | 3,715.0 |   |  | 3,156.6 |   |  | 3,026.3 |   |  | 2,702.0 |  
|Property, plant and equipment, net                  |  | 756.8                                  |   |  | 737.9   |   |  | 566.0   |   |  | 412.2   |   |  | 388.4   |  
|Other long-term assets                              |  | 2,054.9                                |   |  | 1,989.5 |   |  | 1,850.2 |   |  | 1,894.0 |   |  | 1,928.4 |  
|                                                    |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|Total assets                                        |  | 8,451.5                                |   |  | 8,643.9 |   |  | 8,065.9 |   |  | 7,097.7 |   |  | 6,932.4 |  
|                                                    |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|Short-term loans and financing(5)                   |  | 587.7                                  |   |  | 529.3   |   |  | 932.7   |   |  | 503.0   |   |  | 475.3   |  
|Other current liabilities                           |  | 2,180.0                                |   |  | 3,016.0 |   |  | 2,406.7 |   |  | 2,492.1 |   |  | 2,179.1 |  
|Long-term loans and financing(6)                    |  | 1,455.2                                |   |  | 1,296.1 |   |  | 820.3   |   |  | 846.1   |   |  | 1,078.1 |  
|Other long-term liabilities                         |  | 1,800.0                                |   |  | 1,523.2 |   |  | 1,588.0 |   |  | 1,318.3 |   |  | 1,532.8 |  
|Company shareholders equity                        |  | 2,338.3                                |   |  | 2,209.3 |   |  | 2,249.5 |   |  | 1,874.3 |   |  | 1,620.3 |  
|Noncontrolling interest                             |  | 90.3                                   |   |  | 70.0    |   |  | 68.7    |   |  | 63.9    |   |  | 46.8    |  
|Total shareholders equity                          |  | 2,428.6                                |   |  | 2,279.3 |   |  | 2,318.2 |   |  | 1,938.2 |   |  | 1,667.1 |  
|                                                    |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|Total liabilities and shareholders equity          |  | 8,451.5                                |   |  | 8,643.9 |   |  | 8,065.9 |   |  | 7,097.7 |   |  | 6,932.4 |  
|                                                    |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|Other Financial Data                                |  |                                        |   |  |         |   |  |         |   |  |         |   |  |         |  
|Net cash provided by operating activities           |  | 135.0                                  |   |  | 381.6   |   |  | 617.0   |   |  | 386.9   |   |  | 346.9   |  
|Net cash provided by (used in) investing activities |  | (506.3                                 | ) |  | 112.0   |   |  | (438.2  | ) |  | (146.4  | ) |  | (39.9   | )
|Net cash provided by (used in) financing activities |  | (27.1                                  | ) |  | (314.5  | ) |  | 137.0   |   |  | (395.1  | ) |  | 24.9    |  
|Depreciation and amortization                       |  | 86.7                                   |   |  | 70.5    |   |  | 58.8    |   |  | 63.9    |   |  | 61.5    |  



|(1) | Includes interest on shareholders equity.
|--- | ------------------------------------------

|(2) | Translated from nominal reais into U.S. dollars at the selling exchange rates in effect on the last date of the month in which distributions were approved. As of
April 1, 2006, each ADS represents four common shares and before such date each ADS represented four preferred shares. The dividends per ADSs reflect the underlying dividends per share multiplied by four.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | As a result of the merger of former Embraer with and into Embraer approved on March 31, 2006, each common share and preferred share of former Embraer was exchanged
for one common share of Embraer and each ADS of former Embraer was exchanged for one ADS of Embraer.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | As discussed in Note 3(d) to our audited consolidated financial statements, through December 31, 2008, we classified short-term repurchase
transactions collateralized by Brazilian government notes and bonds in accordance with the tenor of the underlying asset rather than the tenor of the repurchase transaction itself. As a consequence, short-term repurchase transactions and bank
certificates of deposits were classified as temporary cash investments. Starting on January 1, 2009, we changed our classification of this class of securities and, as a
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



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| | consequence, short-term repurchase transactions and bank certificates of deposits with high liquidity are now classified as cash equivalents, thereby causing us to reclassify those transactions
as of December 31, 2007 and 2008 in order to provide for a same-basis comparison with transactions existing on December 31, 2009. See Note 3(d) to our audited consolidated financial statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Excludes non-recourse and recourse debt. Includes current portion of long-term debt.
|--- | ------------------------------------------------------------------------------------

|(6) | Excludes non-recourse and recourse debt.
|--- | ----------------------------------------



|                                          |  |                                        |  |        |  |      |  |        |  |       
|----------------------------------------- |  | -------------------------------------- |  | ------ |  | ---- |  | ------ |  | ------
|                                          |  | At and for the year ended December 31,
|                                          |  | 2009                                   |  | 2008   |  | 2007 |  | 2006   |  | 2005  
|Other Data:                               |  |                                        |  |        |  |      |  |        |  |       
|Aircraft delivered during period(1):      |  |                                        |  |        |  |      |  |        |  |       
|To the Commercial Aviation Market         |  |                                        |  |        |  |      |  |        |  |       
|ERJ 145                                   |  | 7                                      |  | 6      |  | 7    |  | 12     |  | 46    
|ERJ 135                                   |  |                                       |  |       |  |     |  |       |  | 2     
|EMBRAER 170                               |  | 22                                     |  | 9      |  | 11   |  | 32 / 2 |  | 46 / 1
|EMBRAER 175                               |  | 11                                     |  | 55     |  | 34   |  | 11 / 1 |  | 14    
|EMBRAER 190                               |  | 62                                     |  | 78 / 1 |  | 68   |  | 40     |  | 12    
|EMBRAER 195                               |  | 20                                     |  | 14     |  | 10   |  | 3      |  |      
|To the Defense Market                     |  |                                        |  |        |  |      |  |        |  |       
|EMB 120 Brasília                          |  |                                       |  |       |  | 1    |  |       |  |      
|Legacy 600                                |  |                                       |  | 3      |  | 1    |  |       |  | 6     
|Phenom 100                                |  | 4                                      |  |        |  |      |  |        |  |       
|EMB 145                                   |  |                                       |  | 1      |  | 1    |  |       |  | 1     
|EMB 135                                   |  | 1                                      |  | 2      |  |     |  |       |  |      
|EMBRAER 170                               |  |                                       |  |       |  |     |  | 4 / 1  |  |      
|EMBRAER 190                               |  | 2                                      |  |       |  | 2    |  | 1      |  |      
|EMB 145 AEW&C/RS/MP                       |  |                                       |  |       |  |     |  |       |  | 1     
|EMB 312 Tucano / AL-X/ Super Tucano       |  | 26                                     |  | 15     |  | 28   |  | 14     |  | 24    
|To the Executive Aviation Market          |  |                                        |  |        |  |      |  |        |  |       
|Legacy 600                                |  | 18                                     |  | 33     |  | 35   |  | 27     |  | 14    
|EMBRAER 175 Shuttle                       |  | 3                                      |  | 1      |  |     |  |       |  |      
|Phenom 100                                |  | 93                                     |  | 2      |  |     |  |       |  |      
|Phenom 300                                |  | 1                                      |  |       |  |     |  |       |  |      
|To the General Aviation Market            |  |                                        |  |        |  |      |  |        |  |       
|Light Propeller Aircraft                  |  | 34                                     |  | 26     |  | 20   |  | 10     |  | 31    
|                                          |  |                                        |  |        |  |      |  |        |  |       
|Total delivered                           |  | 304                                    |  | 245    |  | 218  |  | 154    |  | 197   
|                                          |  |                                        |  |        |  |      |  |        |  |       
|                                          |  |                                        |  |        | 
|Aircraft in backlog at the end of period: |  |                                        |  |        |  |      |  |        |  |       
|In the Commercial Aviation Market         |  |                                        |  |        |  |      |  |        |  |       
|EMB 120 Brasília                          |  |                                       |  |       |  |     |  | 1      |  |      
|ERJ 145                                   |  | 8                                      |  | 40     |  | 46   |  | 53     |  | 10    
|ERJ 135                                   |  |                                       |  |       |  |     |  | 1      |  | 15    
|ERJ 140                                   |  |                                       |  |       |  |     |  |       |  | 20    
|EMBRAER 170                               |  | 17                                     |  | 45     |  | 31   |  | 29     |  | 104   
|EMBRAER 175                               |  | 15                                     |  | 20     |  | 70   |  | 74     |  | 8     
|EMBRAER 190                               |  | 185                                    |  | 237    |  | 282  |  | 264    |  | 178   
|EMBRAER 195                               |  | 40                                     |  | 84     |  | 47   |  | 43     |  | 29    
|In the Defense Market                     |  |                                        |  |        |  |      |  |        |  |       
|EMB 145 AEW&C/RS/MP                       |  | 3                                      |  | 3      |  |     |  |       |  |      
|EMB 312 Tucano/EMB 314/EP Super Tucano    |  | 57                                     |  | 80     |  | 51   |  | 80     |  | 93    
|EMB 145                                   |  |                                       |  |       |  | 1    |  |       |  |      
|EMB 135                                   |  | 1                                      |  | 1      |  | 2    |  |       |  |      
|Legacy 600 / Phenom 100                   |  |                                       |  | 4      |  | 3    |  | 1      |  |      
|EMBRAER 170/ EMBRAER 190                  |  |                                       |  | 2      |  |     |  |       |  | 3     



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|                                                                       |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|---------------------------------------------------------------------- |  | -------------------------------------- | -------- | ---- | --- | -------- |  | ---- | -------- | ---- | --- | -------- |  | --- | --------
|                                                                       |  | At and for the year ended December 31,
|                                                                       |  | 2009                                   |          | 2008 |     | 2007     |  | 2006 |          | 2005
|Other Data:                                                            |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|In the Executive Aviation Market                                       |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|Legacy 450/500/600/Phenom 100/300/Lineage 1000/EMBRAER 170/190 Shuttle |  |                                        | 737      |      |     | 978      |  |      | 766      |      |     | 384      |  |     | 15      
|In the General Aviation Market                                         |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|Light Propeller Aircraft                                               |  |                                        |         |      |     |         |  |      |         |      |     |         |  |     | 6       
|                                                                       |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|Total backlog(in aircraft)                                             |  |                                        | 1,063    |      |     | 1,494    |  |      | 1,299    |      |     | 930      |  |     | 481     
|                                                                       |  |                                        |          |      |     |          |  |      |          |      |     |          |  |     |         
|Total backlog (in millions)                                            |  | US$                                    | 16,634.8 |      | US$ | 20,935.0 |  | US$  | 18,827.0 |      | US$ | 14,806.0 |  | US$ | 10,383.0



|(1) | Figures appearing after a forward slash (/) refer to aircraft delivered under operating leases.
|--- | -----------------------------------------------------------------------------------------------

Exchange Rates

Prior to
March 4, 2005, there were two principal legal foreign exchange markets in Brazil:



| |  |  | the commercial rate exchange market, and
| | - |  | ----------------------------------------



| |  |  | the floating rate exchange market.
| | - |  | ----------------------------------

Most trade and financial foreign exchange transactions were carried out on the commercial rate exchange market. These included the
purchase or sale of shares or payment of dividends or interest with respect to shares. Foreign currencies could only be purchased in the commercial exchange market through a Brazilian bank authorized to buy and sell currency in these markets. In
both markets, rates were freely negotiated.

Resolution No. 3,265 by the Conselho Monetário Nacional
(National Monetary Council), or CMN, dated March 4, 2005, consolidated the foreign exchange markets into one single foreign exchange market, effective as of March 14, 2005. All foreign exchange transactions are now carried out through
institutions authorized to operate in the consolidated market and are subject to registration with the electronic registration system of the Central Bank of Brazil, or Central Bank. Foreign exchange rates continue to be freely negotiated, but may be
influenced by Central Bank intervention.

Since 1999, the Central Bank has allowed the real/U.S. dollar exchange rate
to float freely, and during that period, the real/U.S. dollar exchange rate has fluctuated considerably. At April 23, 2010, the selling exchange rate for U.S. dollars was R$1.7624 per US$1.00. In the past, the Central Bank has intervened
occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to let the real float freely or will intervene in the exchange rate market through a
currency band system or otherwise. The real may depreciate or appreciate against the U.S. dollar substantially in the future. See Item 3D. Risk FactorsRisks Relating to Brazil.

The following table sets forth the selling exchange rate, expressed in reais per U.S. dollar, for the periods indicated.



|                              |  |                                   |  |        |  |            |  |           
|----------------------------- |  | --------------------------------- |  | ------ |  | ---------- |  | ----------
|                              |  | Exchange Rate of Reais to US$1.00
|                              |  | Low                               |  | High   |  | Average(1) |  | Period-end
|Year ended December 31,       |  |                                   |  |        |  |            |  |           
|2005                          |  | 2.1633                            |  | 2.7621 |  | 2.4125     |  | 2.3407    
|2006                          |  | 2.0586                            |  | 2.3711 |  | 2.1771     |  | 2.1380    
|2007                          |  | 1.7325                            |  | 2.1556 |  | 1.9500     |  | 1.7713    
|2008                          |  | 1.5593                            |  | 2.5004 |  | 1.8346     |  | 2.3370    
|2009                          |  | 1.7024                            |  | 2.4218 |  | 1.9957     |  | 1.7412    
|                              | 
|                              |  | Exchange Rate of Reais to US$1.00
|                              |  | Low                               |  | High   |  | Average(2) |  | Period-end
|Month/period ended            |  |                                   |  |        |  |            |  |           
|November 30, 2009             |  | 1.7024                            |  | 1.7588 |  | 1.7262     |  | 1.7505    
|December 31, 2009             |  | 1.7096                            |  | 1.7879 |  | 1.7503     |  | 1.7412    
|January 31, 2010              |  | 1.7227                            |  | 1.8748 |  | 1.7798     |  | 1.8748    
|February 28, 2010             |  | 1.8046                            |  | 1.8773 |  | 1.8416     |  | 1.8110    
|March 31, 2010                |  | 1.7637                            |  | 1.8231 |  | 1.7858     |  | 1.7810    
|April 2010 (through April 23) |  | 1.7446                            |  | 1.7806 |  | 1.7605     |  | 1.7624    



8



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##### Table of Contents



Source: Central Bank.

|(1) | Represents the average of the exchange rates on the last day of each month during the relevant periods.
|--- | -------------------------------------------------------------------------------------------------------

|(2) | Represents the average of the exchange rates during the relevant periods.
|--- | -------------------------------------------------------------------------

We will pay any cash dividends and make any other cash distributions with respect to the common shares in reais. Accordingly,
exchange rate fluctuations may affect the U.S. dollar amounts received by the holders of American Depositary Shares, or ADSs, upon the conversion into U.S. dollars by the depositary of our ADS program of such distributions for payment to holders of
ADSs. Fluctuations in the exchange rate between the real and the U.S. dollar may also affect the U.S. dollar equivalent of the real price of our common shares on the São Paulo Stock Exchange.



|3B. | Capitalization and Indebtedness
|--- | -------------------------------

Not applicable.



|3C. | Reasons for the Offer and Use of Proceeds
|--- | -----------------------------------------

Not applicable.



|3D. | Risk Factors
|--- | ------------

Risks Relating to
Embraer

A downturn in commercial aviation may reduce our sales and revenue, and, consequently, our profitability, in any given year.

We expect that a substantial portion of our sales in the near future will be derived from sales of commercial
aircraft, particularly the EMBRAER 170/190 jet family. Historically, the market for commercial aircraft has been cyclical due to a variety of factors that are both external and internal to the air travel industry, including general economic
conditions.

The commercial airline industry has been negatively impacted by a number of factors since 2001. First, the U.S.
and world economies experienced an economic downturn that began in 2001 and was characterized by rapid declines in securities markets, a decline in productivity and an increase in unemployment. Second, the terrorist attacks of September 11,
2001 caused an immediate decline in airline travel and a high level of financial uncertainty among the worldwide commercial airline industry.

In addition, airline travel decreased significantly in 2003 as a result of both the commencement of military action by the United States
and other countries in Iraq and the concerns over outbreaks of severe acute respiratory syndrome (SARS) in Asia and Canada. In response to these events, beginning in the fourth quarter of 2001, many airlines, including our largest customers at the
time, reduced their flight schedules for the long-term and announced significant lay offs, and a number of airlines filed for bankruptcy protection. As a result, we agreed to modify, between 2001 and 2004, certain delivery schedules to adjust to the
changes in our customers businesses and reduced scheduled commercial aircraft, executive jet and government transportation aircraft deliveries. In 2004, we reduced scheduled deliveries from 160 to 145 aircraft following US Airways second
Chapter 11 filing in September 2004. In 2003 and 2004, we also re-evaluated our risk exposure related to aircraft valuations and customer credit risk, which resulted in charges to income of US$40.6 million and US$16.0 million, respectively.

Although the U.S. and world economies showed some signs of recovery starting in 2004, many airlines continued to face
increased competition, escalating insurance costs, increased security costs, credit downgrades, liquidity concerns and bankruptcy, and later sharply higher fuel costs. For example, on January 5, 2010, Mesa Air Group, Inc., or Mesa, one of our
important customers, filed for Chapter 11 protection from creditors. From 2000 to



9



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2003, we have delivered 36 ERJ 145 aircraft to Mesa. As a result of our aircraft sales to Mesa and based on our risk assessment of this airlines Chapter 11 filing, on December 31, 2009
we recorded a US$103.0 million charge against income, of which US$74.4 million are represented by collateral in the form of cash deposited in escrow, in recognition of estimated losses that we classify as probable with respect to financial
guarantees extended by us in connection with sales of our aircraft to Mesa.

In the second half of 2007, the economies of the
U.S. and many other countries began to experience downturns which were characterized by, among other factors, instability in securities value and capital markets, instability of currencies, a widespread reduction in demand, sharp reductions in
the availability of credit and inflationary pressure.

By the second half of 2008, the additional effects of the severe
economic downturns in our markets included significant reductions in air travel and contractions in corporate and personal spending which, as a result, have negatively impacted our product lines. Additional impacts of such downturns on the air
transport industry have included a decrease in orders of executive jets and a decrease in the volume of financing available to our customers for aircraft purchases, particularly in the commercial and executive aviation segments (see Item 4B.
Information on the CompanyBusiness OverviewAircraft Financing Arrangements). A continued downturn in general economic conditions could result in further reductions in air travel and decreased orders from our customers for our
aircraft. Our customers could also defer or cancel their purchases of our aircraft. We cannot, at this time, predict the magnitude or duration of the impact that the above events will have on the air transport industry as a whole and on our business
in particular.

In February 2009, we had to lay off approximately 20% of our labor force as part of our efforts to reposition
Embraer in view of the current global economic crisis. The cost of these layoffs was approximately US$60.4 million. In addition, we also experienced some cancellations of aircraft orders by our customers, including the HNA Group, a Chinese airline,
which reduced its firm orders for the ERJ 145 regional aircraft from 50 to 25, of which 18 had been delivered by March 31, 2010 (for more information on aircraft cancellations, see Item 3D. Our aircraft sales are subject to
cancellation provisions that may reduce our cash flows). We cannot guarantee that material cancellations will not occur in the future or that our other businesses will not be affected. Material cancellations, delays or decreases in the number
of aircraft delivered in any year in the future would likely reduce our revenue and backlog.

We depend on key customers and key
suppliers, the loss of any of which could harm our business.

Commercial aircraft. As of March 31, 2010,
all of our firm orders in backlog for the ERJ 145 regional jet family were attributable to a Chinese company, the HNA Group. The aircraft will be assembled by our joint venture Harbin Embraer Aircraft Industry Company Ltd., formed with Harbin
Aircraft Industry (Group) Co., Ltd. and Hafei Aviation Industry Co., Ltd., subsidiaries of China Aviation Industry Corp., or AVIC. In addition, as of March 31, 2010, approximately 52.4% of our firm orders in backlog for the EMBRAER 190 jet
aircraft were for the HNA Group from China and JetBlue Airways from the U.S. Furthermore, as of March 31, 2010, approximately 68.4% of our firm orders in backlog for the EMBRAER 195 jet aircraft were for Azul, the new Brazilian airline founded
by David Neeleman. We believe that we will continue to depend on a number of key customers, and the loss of any one of which could reduce our sales and reduce our market share. Fewer sales could reduce our profitability.

Increasingly, due to the current global economic crisis, the commercial airline industry is seeking to reduce costs and increase
efficiency, and experiencing a consolidation process through mergers and acquisitions and alliances through code-sharing arrangements. Although it is expected that such consolidations and alliances may result in the creation of more stable and
competitive airlines, they may also have the effect of reducing the number of existing and potential customers and, possibly, the number of purchases of our aircraft.

Defense aircraft. The Força Aérea Brasileira, or Brazilian Air Force, is our largest customer of defense
aircraft products. Sales to the Brazilian government accounted for approximately 28% of our defense sales for the year ended December 31, 2009. A decrease in defense spending by the Brazilian government due to defense spending cuts, general
budgetary constraints or other factors that are out of our control could decrease our defense sales. We cannot assure you that the Brazilian government will continue to purchase aircraft or services from us in the future at the same rate or at all.



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Key suppliers. Our risk-sharing partners develop and manufacture significant portions
of our aircraft, including the engines, hydraulic components, avionics, interior and parts of the fuselage and tail. Once risk-sharing partners have been selected and program development and aircraft production have begun, it is difficult to
substitute these partners. In some cases, the aircraft are designed specifically to accommodate a particular component, such as the engines, which cannot be substituted by another manufacturer without significant delays and expenses. This dependence
makes us susceptible to the risks of performance, product quality and financial condition of these risk-sharing partners.

We
cannot assure you that we will not experience significant delays in obtaining key equipment in our manufacturing process in the future. A large number of the equipment employed by the aircraft industry is subject to export control regulations and,
as such, deliveries are dependent on suppliers having secured the applicable export licenses. In 2007, deliveries of equipment for one of our defense products were temporarily suspended due to export control requirements. Although we work closely
with and monitor the production process of our risk-sharing partners and suppliers, the failure of our risk-sharing partners and other major suppliers to meet our performance specifications, quality standards or delivery schedules or to comply with
regulatory requirements (including export control requirements) could affect our ability to deliver new aircraft to customers in a timely manner.

Our aircraft sales are subject to cancellation provisions that may reduce our cash flows.

A portion of our aircraft firm orders is subject to significant contingencies, both before and after delivery. Prior to delivery, some of
our purchase contracts may be terminated, or all or a portion of a particular firm order may be canceled, for different reasons, including:



| |  |  | extended delays in delivering aircraft or failure to obtain certification of the aircraft or otherwise meet performance milestones and other
requirements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure of a customer to receive financing, when required, with respect to any aircraft at the scheduled delivery date, in which case, subject to
certain conditions (including payment of contractual break-up fees), the customer may cancel the order for the particular aircraft to be delivered or terminate the contract with respect to all undelivered aircraft; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | production rate shortfalls.
| | - |  | ---------------------------

Our customers may also reschedule deliveries, particularly during an economic downturn. During 2009, we experienced some cancellations of
aircraft orders by our customers, including the HNA Group, a Chinese airline, which reduced its firm orders for the ERJ 145 regional aircraft from 50 to 25, of which 18 had been delivered by March 31, 2010. In addition, for a variety of
reasons, in 2009 we experienced another 35 cancellations in our commercial aircraft orders, which may have an impact on our results of operations starting in 2011 assuming our backlog remains at current levels until then. This compares to no
cancellations in 2008 and 30 cancellations in 2007. Although these cancellations occurred in our commercial aviation business, we cannot guarantee that in the future we will not experience material cancellations in our other aircraft segments.
Material cancellations, delays or decreases in the number of aircraft delivered in any year in the future would likely reduce our sales and revenue, and, consequently, our profitability, for that year. A substantial number of cancellations or
extensions of delivery schedules could reduce our sales and revenue for a given year, which in turn would reduce our cash flow and backlog.

Certain of our aircraft sales may be subject to financial and residual value guarantees and trade-in options that may require us to make
significant cash disbursements in the future.

We have in the past guaranteed, and may in the future guarantee, the
financial performance of a portion of the financing for, and the residual value of, some of our aircraft that have already been delivered. Financial guarantees are provided to financing parties to support a portion of the payment obligations of
purchasers of our aircraft under their financing arrangements to mitigate default-related losses. These guarantees are collateralized by the financed aircraft.

Residual value guarantees typically ensure that, in the
15thyear after delivery, the relevant aircraft will have
a residual market value of the original sale price. Most of our residual value guarantees are subject to a limitation (a



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cap) and, therefore, on average, our residual value guarantee exposure is limited to 18% of the original sale price. In the event of an exercise by a purchaser of its residual value
guarantee, we will bear the difference, if any, between the guaranteed residual value and the market value of the aircraft at the time of exercise.

Assuming all customers who are supported by off-balance sheet financial guarantees defaulted on their aircraft financing arrangements,
and also assuming we were required to pay the full aggregate amount of outstanding financial and residual value guarantees and were unable to remarket any of the aircraft to offset our obligations, our maximum exposure under these guarantees (less
provisions and liabilities) would have been US$1,600.2 million as of December 31, 2009. As a result, we would be obligated to make substantial payments that may not be recoverable through proceeds from aircraft sales or leases, particularly if
in the future we are not able to remarket any of the aircraft to offset our obligations or financing defaults occur with respect to a significant portion of our aircraft. The value of the underlying aircraft is more likely to decrease and third
parties are more likely to default during economic downturns. For further discussion of these off-balance sheet arrangements, see Note 35 to our audited consolidated financial statements.

In addition, in connection with the signing of purchase agreements for new aircraft, we may provide trade-in options to our customers.
These options provide a customer with the right to trade in existing Embraer aircraft upon the purchase and acceptance of a new aircraft. In 2008, we were required to accept four aircraft for trade-in, and by April 2009 we were required to accept
eight additional commercial aircraft that were subject to trade-in options. Currently, we are subject to trade-in options relating to five aircraft, including two options entered into in 2010 as a result of new sales. In addition, other aircraft may
become subject to trade-in due to new sales agreements. The trade-in price is determined in the manner discussed under Item 5A. Operating ResultsCritical Accounting EstimatesGuarantees and Trade-In Rights for commercial
aircraft. We may be required to accept trade-ins at prices that are above the market price of the aircraft, which would result in financial loss for us when we remarket the aircraft.

We continuously re-evaluate our risk for the financial guarantees and trade-in obligations based on a number of factors, including the
estimated future market value of our aircraft based on third-party appraisals, including information developed from similar aircraft remarketing in the secondary market, and the credit rating for the customers. In this regard, based on our risk
assessment of Mesas Chapter 11 filing, on December 31, 2009 we recorded a US$103.0 million charge against income, of which US$74.4 million are represented by collateral in the form of cash deposited in escrow, in recognition of estimated
losses that we classify as probable with respect to financial guarantees extended by us in connection with sales of our aircraft to Mesa.

Any future decrease in the market value of the aircraft covered by trade-in rights or financial guarantees would decrease our ability to
recoup the amounts payable to satisfy our obligations and cause us to incur additional charges to income. If we are required to pay amounts related to such guarantees, we may not have sufficient cash or other financial resources available to do so
and may need to seek financing to fund these payments. We cannot assure you that the then-prevailing market conditions would allow us to resell or lease the underlying aircraft at its anticipated fair value or in a timely manner. Consequently,
honoring our financial guarantee or trade-in obligations could require us to make significant cash disbursements in a given year, which, in turn, would reduce our cash flow in that year.

Any decrease in Brazilian government-sponsored customer financing, or increase in government-sponsored financing that benefits our competitors, may
decrease the cost-competitiveness of our aircraft.

Historically, when purchasing our aircraft, our customers have
benefited from export financing incentives provided by Brazilian government-sponsored export programs. The most important of these government programs is a system of interest rate adjustments called the Programa de Financiamento às
Exportações (the Export Financing Program), or ProEx program.

As a result of past disputes between the
Canadian and Brazilian governments at the World Trade Organization, or WTO, regarding the granting of export subsidies relating to sales of aircraft, the Brazilian government ultimately amended the ProEx program so that any ProEx payments would not
decrease the effective interest rate below the interest rate permitted by the WTO and the Canadian government has also made changes to their financing arrangements for sales of aircraft by Bombardier, Inc., or Bombardier, a Canadian aircraft
manufacturer.



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Although the ProEx program is currently in compliance with WTO rules, other export financing
programs available to our customers may be subject to challenge in the future. If the ProEx program or another similar program is not available in the future, or if its terms are substantially reduced, our customers financing costs could be
higher and our cost-competitiveness in the regional jet market could decrease.

Any future government subsidies supporting any
of our major competitors may cause the cost-competitiveness of our aircraft to suffer and our sales to decline.

In July 2007,
Brazil and the Organization for Economic Co-operation and Development, or OECD, countries entered into an agreement to establish a level-playing field for official export financing support of aircraft. Export Credit Agencies, or ECAs,
from signatory countries are required to offer the same financial terms and conditions when financing sales of competing aircraft. The effect of the agreement is to focus on the price and quality of aircraft products offered by aircraft
manufacturers rather than on the financial packages offered by their respective governments. As a result of the agreement financing support by the Brazilian government to the potential purchasers of our aircraft will contain similar terms and
conditions offered by The Boeing Company, or Boeing, Airbus S.A.S., or Airbus, and Bombardier to such purchasers. By the end of 2007, the Banco Nacional de Desenvolvimento Econômico e Social (Brazilian Social and Economic Development
Bank), or BNDES, started to offer financing to our customers under terms and conditions required by the agreement. To the extent we do not continue to maintain the pricing advantage and quality of our aircraft, our future sales may be negatively
affected. In addition, aircraft manufacturers from countries which are not signatories to the agreement may be able to offer financing packages which will negatively affect the cost competitiveness of our products.

Budgetary constraints of the Brazilian government could reduce funds available to our customers under government-sponsored financing programs.

From 1996 through 2009, approximately 28% of the total value of our export deliveries was subject to financing
support by the BNDES and the Export Guarantee Fund (Fundo de Garantia à Exportação). As a government agency, the BNDES relies on funds allocated by the Brazilian national budget. We cannot ensure that the Brazilian
government will continue to provide sufficient funding in the national budget for the financing of our aircraft or that other sources of funding will be available to our customers. The loss or significant reduction of funds available to customers,
without an adequate substitute, could lead to fewer deliveries and result in lower profitability for us.

We may face a number of
challenges resulting from the development of new products and the possible pursuit of strategic growth opportunities.

As we continue to develop new products, we may need to reallocate existing resources and coordinate with new suppliers and risk-sharing
partners. From time to time, there is significant competition within the aviation industry for skilled personnel in general and engineers in particular. To the extent such competition reoccurs, we may be unable to recruit the necessary number of
highly skilled engineers and other personnel we require. Failure to coordinate our resources in a timely manner or to attract and retain skilled personnel could slow down our development efforts and cause delays in production and deliveries of our
aircraft, which would delay recognition of revenue.

We may pursue strategic growth opportunities, including joint ventures,
acquisitions or other transactions, to expand our business or enhance our products and technology. We may face a number of challenges, including difficulties in identifying appropriate candidates, assimilating their operations and personnel and
maintaining internal standards and controls, as well as the diversion of our managements focus from our ongoing business. We cannot assure you that we will be able to meet these challenges or that our business will not face disruptions.

We may have to refund cash contributions in connection with the production or development of the EMBRAER 170/190 jet family, the Phenom
100/300 jet family and the Legacy 450/500 jet family if certain milestones for each of these aircraft are not reached.

We have arrangements with our risk-sharing partners, pursuant to which they have contributed to us, in cash, a total of US$534.0 million
through 2009. Cash contributions do not have to be returned by us to the risk-sharing partners if we fulfill certain milestones agreed with our risk-sharing partners. An amount of US$466.3 million



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of these cash contributions had become nonrefundable through 2009. If we cancel the production of the Phenoms 100/300 family or any aircraft in the EMBRAER 170/190 family, or if we cancel the
development of the Legacy 450/500 family, because we are unable to obtain certification or for other nonmarket related reasons, we may be obligated to refund US$67.7 million of the total cash contributions already received. The Legacy 500 executive
jet is expected to enter into service between 2012 and 2013 and the Legacy 450 is expected to enter service one year after the Legacy 500.

If we require additional financing and we are unable to obtain it, we will not be able to continue to develop and market our Legacy
450/500 aircraft family.

We face significant international competition, which may adversely affect our market share.

The worldwide commercial aircraft manufacturing industry is highly competitive. We are one of the leading
manufacturers of commercial aircraft in the world, along with Boeing, Airbus and Bombardier, all of which are large international companies. Certain of these competitors have greater financial, marketing and other resources than we have. Although we
have attained a significant share of the market for our commercial aircraft products, we cannot assure you that we will be able to maintain this market share. Our ability to maintain this market share and remain competitive in the commercial
aircraft manufacturing market over the long term requires continued technological and performance enhancement to our products. Our primary competitor in the regional and mid-capacity jet markets is Bombardier Inc., a Canadian company, which has
significant technological capabilities and financial and marketing resources and, in some instances, benefits from government-sponsored export subsidies. These companies also have significant technological capabilities and greater financial and
marketing resources. Additionally, Chinese, Russian and Japanese companies are developing mid-capacity jets and already have firm orders in backlog.

As a relatively new entrant to the business jet market, we also face significant competition from companies with longer operating
histories and established reputations in this industry. Also, some of our competitors in the business jet market may reach the market with their product before we do, allowing them to establish a customer base and making our efforts to gain greater
market share more difficult. We cannot assure you that we will continue to increase our market share in the business jet market segment as we have been able to do in the past, or that we will not experience a reduction in our current market share in
this segment.

We may have to make significant payments as a result of unfavorable outcomes of pending challenges to various taxes and
payroll charges.

We have challenged the constitutionality of certain Brazilian taxes and payroll charges, as well as
modifications and increases in the rates and basis of calculation of such taxes and charges. Interest on the total amount of these unpaid taxes and payroll charges accrues monthly based on the Selic rate, the principal lending rate of the Central
Bank, and we make an accrual as part of the interest income (expenses), net item in our statements of income. As of December 31, 2009, there was a US$414.7 million provision recorded as a liability (taxes and payroll charges) on our balance
sheet in connection with litigation contingencies that we classify as representing probable losses to us. We are awaiting a final decision in these proceedings. We cannot assure you that we will prevail in these proceedings or that we will not have
to pay significant amounts, including interest, to the Brazilian government in the future as payment for these liabilities. For an additional discussion of these liabilities, see Note 17 to our audited consolidated financial statements.

Risks Relating to the Commercial Airline Industry

Scope clause restrictions in airline pilot contracts may limit demand for regional and mid-capacity jets in the U.S. market.

A key limiting factor in demand for regional and mid-capacity jets is the existence of scope clauses contained in airline pilot
contracts. These scope clauses are union-negotiated restrictions on the number and/or size of regional and mid-capacity jets that a particular carrier may operate. Current scope clause restrictions, which are more prevalent in the United States,
include restrictions on the number of seats, weight of aircraft and number of 50-70 seat commercial aircraft in an airlines fleet. As a result, our opportunities for near-term growth in the U.S. regional jet market in the 30-60 and 60-90 seat
categories may be limited. The continuation or further tightening of



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scope clauses could also lead some of our customers who have purchased options to acquire our regional and mid-capacity jets not to exercise those options. We cannot assure you that current
restrictions will be lessened, or will not be expanded, including by amending these scope clauses to cover larger-sized commercial aircraft. Furthermore, although scope clauses are less prevalent outside the United States, we cannot assure you that
scope clauses will not become more prevalent or restrictive, or that some other form of restriction will not take effect, in Europe or in other markets.

We are subject to stringent certification requirements and regulation, which may prevent or delay our obtaining certification in a timely manner.

Our products are subject to regulation in Brazil and in each jurisdiction where our customers are located. The
aviation authorities in Brazil and in other countries in which our customers are located, including the Agência Nacional de Aviação Civil, or Brazilian aviation authority, the U.S. Federal Aviation Authority, or FAA, and
the European Aviation Safety Agency, or EASA, must certify our aircraft before we can deliver them. We cannot assure you that we will be able to obtain certification of our aircraft on a timely basis or at all. If we fail to obtain a required
certification from an aviation authority for any of our aircraft, that aviation authority can prohibit the use of that aircraft within its jurisdiction until certification has been obtained. In addition, complying with the requirements of the
certification authorities can be both expensive and time-consuming.

Changes in government regulations and certification
procedures could also delay our start of production as well as entry into the market with a new product. We cannot predict how future laws or changes in the interpretation, administration or enforcement of laws will affect us. We may be required to
spend significantly more money to comply with these laws or to respond to these changes.

Any catastrophic events involving our aircraft
could adversely affect our reputation and future sales of our aircraft, as well as the market price of the common shares and the ADSs.

We believe that our reputation and the safety record of our aircraft are important selling points for our products. We design our
aircraft with backup systems for major functions and appropriate safety margins for structural components. However, the safe operation of our aircraft depends to a significant degree on a number of factors largely outside our control, including our
customers proper maintenance and repair of our aircraft and pilot skill. The occurrence of one or more catastrophic events involving one of our aircraft could adversely affect our reputation and future sales, as well as the market price of our
common shares and the ADSs.

Risks Relating to Brazil

Brazilian political and economic conditions have a direct impact on our business and the trading price of our common shares and ADSs.

The Brazilian government has frequently intervened in the Brazilian economy and occasionally has made drastic changes
in policy and regulations. The Brazilian governments actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls,
currency devaluations, capital controls and limits on imports. Our business, financial condition, results of operations and the trading price of the common shares and the ADSs may be adversely affected by changes in policy or regulations at the
federal, state or municipal level involving or affecting factors such as:



| |  |  | interest rates;
| | - |  | ---------------



| |  |  | monetary policies;
| | - |  | ------------------



| |  |  | exchange controls and restrictions on remittances abroad (such as those that were imposed in 1989 and early 1990);
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | currency fluctuations;
| | - |  | ----------------------



| |  |  | inflation;
| | - |  | ----------



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| |  |  | liquidity of domestic capital and lending markets;
| | - |  | --------------------------------------------------



| |  |  | tax policies; and
| | - |  | -----------------



| |  |  | other political, diplomatic, social and economic developments in or affecting Brazil.
| | - |  | -------------------------------------------------------------------------------------

Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the
future may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian companies.

Historically, the political scenario in Brazil has influenced the performance of the Brazilian economy. In particular, political crises
have affected the confidence of investors and the public in general, which adversely affected the economic development in Brazil. In addition, 2010 is an election year in Brazil and a new president, along with state governors and congressmen, will
be elected. Although the transition of power in the last decade has been less disruptive to the overall Brazilian economic scenario than in prior periods, we cannot ensure that a new administration would not implement new government policies that
would not be disruptive to Brazils relative economic stability that has prevailed in recent years.

These and other
future developments in the Brazilian economy and governmental policies may adversely affect us and our business and results of operations and may adversely affect the trading price of our common shares and ADSs.

Inflation and government efforts to combat inflation may contribute significantly to economic uncertainty in Brazil and to heightened volatility in
the Brazilian securities markets and, consequently, may adversely affect the market value of the common shares and ADSs.

Brazil experienced extremely high rates of inflation in the past. More recently, Brazils annual rate of inflation was 3.8% in 2006,
7.7% in 2007 and 9.8% in 2008 as measured by the Índice Geral de Preços ao Mercado (General Market Price Index), or IGP-M Although Brazil experienced deflation of 1.7% in 2009, as measured by the IGP-M, inflation rates in Brazil
were on the rise in early 2010. Inflation, and certain government actions taken to combat inflation, have in the past had significant negative effects on the Brazilian economy. Actions taken to combat inflation, coupled with public speculation about
possible future governmental actions, have contributed to economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets.

Future Brazilian government actions, including interest rate decreases, intervention in the foreign exchange market and actions to adjust
or fix the value of the real may trigger increases in inflation. If Brazil experiences high inflation again in the future, our operating expenses and borrowing costs may increase, our operating and net margins may decrease and, if investor
confidence decreases, the price of our common shares and ADSs may fall.

Exchange rate instability may adversely affect our financial
condition and results of operations and the market price of the common shares and ADSs.

Although most of our net
sales and debt are U.S. dollar-denominated, the relationship of the real to the value of the U.S. dollar, and the rate of depreciation of the real relative to the prevailing rate of inflation, may adversely affect us.

As a result of inflationary pressures, among other factors, the Brazilian currency has devalued periodically during the last four
decades. Throughout this period, the Brazilian government has implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has
ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Although over long periods depreciation of the Brazilian currency generally has correlated with the rate of inflation in Brazil,
devaluation over shorter periods has resulted in significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies.

For example, in 2002, the real to U.S. dollar exchange rate increased 52.3% due in part to political uncertainty surrounding the
Brazilian presidential elections and the global economic slowdown. Although the R$ to US$ exchange rate decreased 18.2%, 8.1%, 11.8%, 8.7%, and 17.2% in 2003, 2004, 2005, 2006, and 2007,



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respectively, in 2008 it increased 31.9% mainly as a result of the global economic crisis. In 2009, the real to U.S. dollar exchange rate decreased 25.5% mainly as the effects of the
global economic crisis on the Brazilian economy appeared to be less severe than in other parts of the world. No assurance can be given that the real will not appreciate or depreciate significantly against the U.S. dollar in the future.

Historically, depreciations in the real relative to the U.S. dollar have also created additional inflationary
pressures in Brazil by generally increasing the price of imported products and requiring recessionary government policies to curb aggregate demand. On the other hand, appreciation of the real against the U.S. dollar may lead to a
deterioration of the current account and the balance of payments, as well as dampen export-driven growth. Depreciations generally curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental
policies. Depreciations of the real relative to the U.S. dollar would also reduce the U.S. dollar value of distributions and dividends on our ADSs and may also reduce the market value of our common shares and ADSs.

Appreciation of the real against the U.S. dollar may also have an adverse impact on the competitiveness of our products as
approximately 13% of our production inputs, including labor costs, are incurred and denominated in reais. Therefore, appreciations of the real against the U.S. dollar or other currencies increases the costs of our products when
measured in U.S dollars, and may result in a decrease in our margins.

Economic developments and investor perceptions of risk in other
countries, including both in developed or emerging market economies, may adversely affect the trading price of Brazilian securities, including our common shares and ADSs.

The market value of securities of Brazilian issuers is affected in varying degrees by economic and market conditions in other countries,
including in developed countries, such as the United States, and in emerging market countries. Although economic conditions in such countries may differ significantly from economic conditions in Brazil, the reaction of investors to developments in
these other countries may have an adverse effect on the market value of securities of Brazilian issuers. For example, the 2008 global economic crisis has had an impact on many economies and capital markets around the world. Such crisis was evidenced
by instability in the value of securities and capital markets, stock and credit market volatility, instability of most currencies, unavailability of credit, higher interest rates, a widespread reduction in demand, a general economic slowdown and
other factors that could adversely affect our financial condition and diminish investors interest in securities of Brazilian issuers, including ours. Future crises in other countries could adversely affect the trading price of our common
shares and ADSs, diminish investor interest in securities of Brazilian issuers, including our common shares and ADSs, and make it more difficult for us to access the capital markets and finance our operations on acceptable terms or at all.

Risks Relating to our Common Shares and ADSs

If holders of ADSs exchange the ADSs for common shares, they risk losing the ability to remit foreign currency abroad and Brazilian tax advantages.

The Brazilian custodian for the common shares has obtained an electronic certificate of registration from the Central
Bank permitting it to remit foreign currency abroad for payments of dividends and other distributions relating to the common shares or upon the disposition of the common shares. If holders of ADSs decide to exchange their ADSs for the underlying
common shares, they will be entitled to continue to rely on the custodians electronic certificate of registration for five business days from the date of exchange. Thereafter, such holders of ADSs may not be able to obtain and remit foreign
currency abroad upon the disposition of, or distributions relating to, the common shares unless they obtain their own electronic certificate of registration or register their investment in the common shares pursuant to Resolution No. 2,689,
which entitles certain foreign investors to buy and sell securities on the São Paulo Stock Exchange. Holders who do not qualify under Resolution No. 2,689 will generally be subject to less favorable tax treatment on gains with respect to
the common shares. If holders of ADSs attempt to obtain their own electronic certificate of registration, they may incur expenses or suffer delays in the application process, which could delay their ability to receive dividends or distributions
relating to the common shares or delay the return of their capital in a timely manner. In addition, we cannot assure you that the custodians electronic certificate of registration or any certificate of foreign capital registration obtained by
a holder of ADSs will not be affected by future legislative or other regulatory changes, or that additional restrictions applicable to such holder, to the disposition of the underlying common shares or to the repatriation of the proceeds from such
disposition will not be imposed in the future.



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The Brazilian government has veto power over change of control, change of name, trademark or corporate
purpose and over the creation or alteration of our defense programs, and its interests could conflict with the interests of the holders of our common shares or ADSs.

The Brazilian government holds one share of a special class of our common stock called a golden share, which carries veto
power over change of control, change of our name, trademark or corporate purpose and over the creation or alteration of our defense programs (whether or not the Brazilian government participates in such programs). The Brazilian government may have
an interest in vetoing transactions that may be in the interests of the holders of our common shares or ADSs.

Our bylaws contain
provisions that could discourage our acquisition or prevent or delay transactions that you may favor.

Our bylaws
contain provisions that have the effect of avoiding the concentration of our common shares in the hands of a small group of investors so as to promote the dispersed ownership of such shares. These provisions require any shareholder or group of
shareholders that acquires or becomes the holder of (1) 35% or more of the total shares issued by us or (2) other rights over shares issued by us that represent more than 35% of our capital, to make a public tender offer to purchase all of
our shares on the terms specified in our bylaws, or to sell all of such shareholders shares that exceed the 35% limit, in either case, as required by the Brazilian government. If the request is approved, such shareholder or group of
shareholders must commence the public tender offer within 60 days of the date of approval. If the request is refused, such shareholder or group of shareholders must sell such number of common shares within 30 days so that the holding of such
shareholder or group of shareholders is less than 35% of our capital stock. These provisions may have anti-takeover effects and may discourage, delay or prevent a merger or acquisition, including transactions in which our shareholders might
otherwise receive a premium for their common shares and ADSs. These provisions can only be altered or overridden with the approval of our Board of Directors and our shareholders in a shareholders meeting convened for this purpose, and with the
consent of the Brazilian government, as holder of the golden share.

The absence of a single, controlling shareholder or group of
controlling shareholders may render us susceptible to shareholder disputes or other unanticipated developments.

The
absence of a single, controlling shareholder or group of controlling shareholders may create difficulties for our shareholders to approve certain transactions, because the minimum quorum required by law for the approval of certain matters may not be
reached. We and our shareholders may not be afforded the same protections provided by the Brazilian Corporate Law against abusive measures taken by other shareholders and, as a result, may not be compensated for any losses incurred. Any sudden and
unexpected changes in our management team, changes in our corporate policies or strategic direction, takeover attempts or any disputes among shareholders regarding their respective rights may adversely affect our business and results of operations.

Our bylaws contain provisions that limit the voting rights of certain shareholders including non-Brazilian shareholders.

Our bylaws contain provisions that limit the right of a shareholder or group of shareholders, including brokers
acting on behalf of one or more holders of ADSs, to exercise voting rights in respect of more than 5% of the outstanding shares of our capital stock at any general meeting of shareholders. See Item 10B. Additional InformationMemorandum
and Articles of AssociationDescription of Capital StockVoting Rights of SharesLimitations on the Voting Rights of Certain Holders of Common Shares.

Our bylaws also contain provisions that limit the right of non-Brazilian shareholders to exercise voting rights in respect of more than
two-thirds of the voting rights that may be exercised by Brazilian shareholders present at any general meeting of shareholders. This limitation will effectively prevent our takeover by non-Brazilian shareholders and limit the ability of
non-Brazilian shareholders to effect control over us. See  Item 10B. Additional InformationMemorandum and Articles of AssociationDescription of Capital StockVoting Rights of SharesLimitations on the Voting Rights
of Non-Brazilian Shareholders.



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Holders of ADSs may not be able to exercise their voting rights.

Holder of ADSs may only exercise their voting rights with respect to the underlying common shares in accordance with the provisions of
the deposit agreement governing our ADS. Under the deposit agreement, ADS holders must vote the common shares underlying their ADSs by giving voting instructions to the depositary. Upon receipt of the voting instructions from the ADS holder, the
depositary will vote the underlying common shares in accordance with these instructions. Otherwise, ADS holders will not be able to exercise their right to vote unless they surrender the ADS for cancellation in exchange for the common shares.
Pursuant to our bylaws, the first call for a shareholders meeting must be published at least 30 days in advance of the meeting, the second call must be published at least 15 days in advance of the meeting, and the third call, if necessary,
must be published at least eight days in advance of the meeting. When a shareholders meeting is convened, holders of ADSs may not receive sufficient advance notice to surrender the ADS in exchange for the underlying common shares to allow them
to vote with respect to any specific matter. In addition, the depositary has no obligation to notify ADS holders of an upcoming vote or distribute voting cards and related materials to ADS holders, unless we specifically instruct the depositary to
do so. If we ask the depositary to seek voting instructions from ADS holders, the depositary will notify ADS holders of the upcoming vote and will arrange to deliver a proxy card to such holders. We cannot ensure that ADS holders will receive the
proxy card in time to allow them to instruct the depositary to vote the shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for an untimely solicitation of
voting instructions. As a result, holders of ADSs may not be able to fully exercise their voting rights.

The relative volatility and
illiquidity of the Brazilian securities markets may substantially limit the ability of holders of our common shares or the ADSs to sell the common shares underlying ADSs at the price and time they desire.

Investing in securities, such as the common shares or the ADSs, of issuers from emerging market countries, including Brazil, involves a
higher degree of risk than investing in securities of issuers from more developed countries.

The Brazilian securities markets
are substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States and other jurisdictions, and are not as highly regulated or supervised as some of these other markets. The relatively
small market capitalization and illiquidity of the Brazilian equity markets may substantially limit the ability of holders of our common shares or ADSs to sell the common shares or the ADSs at the price and time desired.

There is also significantly greater concentration in the Brazilian securities markets than in major securities markets in the United
States. See Item 9C. The Offer and ListingMarketsTrading on the São Paulo Stock Exchange.

The sale of a
substantial number of common shares, or the belief that this may occur, could decrease the trading price of the common shares and the ADSs; holders of our common shares and/or ADSs may not be able to sell their securities at or above the price they
paid for them.

Sales of a substantial number of common shares, or the belief that this may occur, could decrease the
trading price of our common shares and ADSs. As a consequence of sales by existing shareholders, the market price of the common shares and, by extension, the ADSs may decrease significantly. As a result, the holders of the ADSs and/or common shares
may not be able to sell their securities at or above the price they paid for them.

Holders of our ADSs might be unable to exercise
preemptive rights with respect to the common shares.

Holders of our ADSs may not be able to exercise the preemptive
rights relating to the common shares underlying their ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We
are not obligated to file a registration statement with respect to the shares or other securities relating to these preemptive rights and we cannot assure holders of our ADSs that we will file any such registration statement. Unless we file a
registration statement or an exemption from registration applies, holders of our ADSs may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, the rights will be
allowed to lapse.



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Judgments of Brazilian courts with respect to our common shares will be payable only in reais.

If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of the common
shares, we will not be required to discharge our obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais may only be
satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the judgment is obtained, and such amounts are then adjusted to reflect exchange rate variations through the effective payment date. The
then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the common shares or the ADSs.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|4A. | History and Development of the Company
|--- | --------------------------------------

Overview

Embraer-Empresa
Brasileira de Aeronáutica S.A. is a joint stock company duly incorporated under the laws of Brazil with an indefinite term of duration. Originally formed in 1969 by the Brazilian government, we were privatized in 1994. In connection with our
privatization, we were transformed into a publicly-held corporation and we operate under the Brazilian Corporate Law. As a result of the merger of former Embraer with and into Embraer approved on March 31, 2006, we succeeded to all rights and
obligations of former Embraer. See Item 4A. Corporate Reorganization for more information on the merger. Our principal executive offices are located at Avenida Brigadeiro Faria Lima, 2170, 12227-901 São José dos
Campos, São Paulo State, Brazil. Our telephone number is 55-12-3927-4404. Our agent for service of process in the United States is National Registered Agents, Inc., with offices at 875 Avenue of the Americas, Suite 501, New York, New York,
10001.

We have grown from a government-controlled company established to develop and produce aircraft for the Brazilian Air
Force into a publicly-held company that produces aircraft for commercial aviation, executive jet and defense purposes.

As
part of our evolution, we have obtained, developed and enhanced our engineering and technological capabilities through our own development of products for the Brazilian Air Force and through joint product development with foreign companies on
specific projects. We have applied these capabilities that we gained from our defense business to develop our commercial aviation business.

Our first regional aircraft was the Bandeirante, a 19-passenger twin-engine non-pressurized turboprop aircraft initially designed to
service the transport needs of the Brazilian Air Force. This aircraft was certified in 1973. The Bandeirante was followed by the development of the EMB 120 Brasília, which was certified in 1985 and is a high performance, pressurized turboprop
commercial aircraft seating up to 30 passengers that was designed to serve the longer routes and higher passenger traffic of the growing regional aircraft market. Drawing upon the design of the EMB 120 Brasília and the jet technology acquired
in our development of the AM-X, a jet strike bomber for the Brazilian Air Force, we developed the ERJ 145 regional jet family, our first jet product for commercial use. This family is comprised of three aircraft, which seat up to 37, 44 and 50
passengers. The first member of the ERJ 145 family, the ERJ 145, was certified in 1996. We have expanded our jet product line with the development of the EMBRAER 170/190 jet family, which has the capacity to seat between 70 and 118 passengers and
was designed to serve the aircraft markets trend towards larger, higher volume and longer range jets. The first member of this family, the EMBRAER 170, was certified in February 2004 and its derivatives, the EMBRAER 175, and the EMBRAER 190
were certified in December 2004 and August 2005, respectively. The certification of the EMBRAER 195 was granted in June 2006. We are also marketing and selling the Legacy 450, Legacy 500 and Legacy 600, a line of executive jets in the mid-light,
mid-size and super midsize categories, and the Phenom 100, Phenom 300 and Lineage 1000, which are products in the entry-level, light and ultra-large categories, respectively. In addition, in 2009 we presented the new Legacy 650, a large executive
jet that will be positioned in our executive jet portfolio between the Legacy 600 and the Lineage 1000. For the defense market, we also offer a line of intelligence, surveillance and reconnaissance aircraft based on the ERJ 145 regional jet
platform.



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Corporate Reorganization

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. As a result of the reorganization and merger, former Embraer ceased to exist and:



| |  |  | Embraer (formerly known as Rio Han Empreendimentos e Participações S.A. and renamed Embraer-Empresa Brasileira de Aeronáutica
S.A.) succeeded to all rights and obligations of former Embraer,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each common share of former Embraer was exchanged for one common share of Embraer,
| | - |  | ----------------------------------------------------------------------------------



| |  |  | each preferred share of former Embraer was exchanged for one common share of Embraer,
| | - |  | -------------------------------------------------------------------------------------



| |  |  | each American Depositary Share, or ADS, of former Embraer, each of which represented four preferred shares of former Embraer, was exchanged for one ADS
of Embraer, each of which represents four common shares of Embraer, and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the golden share, a special class of common shares of former Embraer held by the Federative Republic of Brazil, was exchanged for a special class of
common shares of Embraer.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Strategic Alliance and Growth Opportunities

Strategic Alliance with the European Aerospace and Defense Group

On November 5, 1999, a group consisting of (1) Aerospatiale Matra, currently known as European Aeronautic,
Defense and Space Company N.V., or EADS, (2) Dassault Aviation, (3) Thomson-CSF, currently referred to by its trade name
ThalesTM, and (4) Société Nationale
dÉtude et de Construction de Moteurs dAviation, or Safran, which we refer to collectively as the European Aerospace and Defense Group, purchased 20% of our outstanding common stock from our existing common shareholders at that
time. Most of the common stock purchased by the European Aerospace and Defense Group was owned by our former controlling shareholders.

Because the members of the European Aerospace and Defense Group were, at the time, considered by our former
controlling shareholders to be strategic partners of Embraer, they were granted the right, as a group, to appoint two members to our Board of Directors. However, as a result of the termination of the shareholders agreement among our former
controlling shareholders as part of our 2006 corporate reorganization, the European Aerospace and Defense Group no longer has the right to appoint members to our Board of Directors, other than pursuant to the general right provided for in the
Brazilian Corporate Law. In addition, under Brazilian law the European Aerospace and Defense Group is no longer recognized as a group for voting purposes nor considered to be a strategic shareholder of Embraer. As of March 31, 2010, each of
Dassault Aviation and Safran, individually, held shares representing 0.9% and 1.1% of our total capital stock, respectively.
ThalesTMsold all of its shares in October 2006 and EADS
sold all of its shares in a secondary offering in February 2007.

Our alliance with the European Aerospace
and Defense Group allowed us to develop several business opportunities. For example, our alliance with the European Aerospace and Defense Group led us, together with EADS, to acquire a 65% interest in OGMA-Indústria Aeronáutica de
Portugal S.A., or OGMA, and also resulted in the integration by us of the
ThalesTMmission systems and electronic equipment in some
of our EMB 145 AEW&C aircraft, as well as in commercial transactions for the purchase by us of certain equipment and services from the members of the European Aerospace and Defense Group in the ordinary course of our business.

We intend to review strategic growth opportunities, which may include joint ventures and acquisitions, and other strategic transactions,
as well as enhance our existing relationship with significant world players in the aerospace industry, including any of the members of the European Aerospace and Defense Group.



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Joint Ventures and Acquisitions

In July 2008, we acquired for US$20.0 million a 40% interest owned by Liebherr Aerospace SAS, or Liebherr, in ELEBEquipamentos
Ltda., or ELEB, a 60%/40% joint venture that we formed with Liebherr in 1999. ELEB is an aerospace system and component manufacturer and its main products include landing gear systems, hydraulics and electro-mechanical sub-assemblies, such as
actuators, valves, accumulators and pylons.

In December 2002, we formed a joint venture company with Harbin Aircraft Industry
(Group) Co., Ltd. and Hafei Aviation Industry Co., Ltd., both subsidiaries of AVIC, to provide for the assembly, sale and after-sale support of the ERJ 145 regional jet family in China. We own 51% of the equity of the above-mentioned joint venture
company, named Harbin Embraer Aircraft Industry Company Ltd.

In March 2005, a consortium formed by us and EADS acquired 65%
of OGMAs shares through a newly created holding company, named AIRHOLDING, SGPS, S.A. At that time we held 99% of the equity in the referred holding company and EADS held the remaining 1%. Further, in March 2006, EADS exercised its option to
increase its interest, and currently holds 30% of the equity in the referred holding company. OGMA is a major representative of the aviation industry in Europe, offering services that include the maintenance repair and overhaul of civil and military
aircraft, engines and parts, assembly of structural components and engineering support.

In October 2006, we entered into an
agreement with the Canadian company CAE Inc., or CAE, to form a global training joint venture, which will provide comprehensive pilot and ground crew training to customers of the Phenom 100 entry-level jet and Phenom 300 light jet aircraft. This
training program has already started to be offered at CAE SimuFlite in Dallas, Texas, following the commencement of operation of the Phenom 100 in 2008, and has expanded to Burgess Hill in the U.K. in 2009. This joint venture is expected to provide
entitlement training and post-entitlement training for pilots, maintenance technicians and dispatch personnel.

Capital Expenditures:
Research and Development

We include as part of our capital expenditures our investments both in research and development
and in property, plant and equipment.

Capital expenditures relating solely to research and development, which includes the
development of products for the commercial airline and executive aviation segments were US$259.7 million in 2007, US$197.0 million in 2008 and US$144.0 million in 2009, net of cash contributions provided by risk-sharing partners. Research and
development expenses as a percentage of net sales were 5.0% in 2007, 3.1% in 2008 and 2.6% in 2009. In 2007, 2008 and 2009, we recorded US$23.7 million, US$134.8 million and US$102.2 million, respectively, as deductions to our research and
development expenses in connection with payments previously received by us from our risk-sharing partners, given that our EMBRAER 170/190 aircraft family and Phenom 100 received their certifications and we fulfilled other contractual milestones
under our risk-sharing arrangements. See Item 5C. Operating and Financial Review and ProspectsResearch and Development.

In 2007, the real exchange rate increased by 17.2% against the U.S. dollar, which, together with increased research and
development investments in connection with the testing stages of the Lineage 1000 and Phenom 100 following their first flights in the second half of 2007, impacted our research and development expenses in that year. Our research and development
expenses for 2008 decreased mainly because of US$134.8 million received from risk-sharing partners in connection with the certification of the Phenom 100 and the fulfillment of other contractual milestones under our risk-sharing arrangements. In
2009, our research and development expenses decreased by US$53.0 million because our expenses in this area remained focused on making continued improvements to our existing aircraft and aircraft components, including making follow-up investments on
our Embraer Entrepreneurial Excellence Program, or P3E. In addition, our research and development expenses decreased in 2009 as a result of the certification of the Phenom 100 in 2008, the platform of which served as a basis for the platform of the
Phenom 300, thereby reducing our need for additional product development expenses for the Phenom aircraft family in 2009.

Our
main ongoing project is the development of the Legacy 450/500 executive jets. An estimated US$750 million is expected to be invested overall in fixed assets, research and development for the Legacy 450/500 programs, which were launched by us in
April 2008. The Legacy 500 executive jet is expected to enter into service between 2012 and 2013 and the Legacy 450 is expected to enter service one year after the Legacy 500.



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In 2010, we expect to invest approximately US$300 million in capital expenditures for
research and development and property, plant and equipment. Of this amount approximately US$160 million is expected to be invested in our research and development activities. This US$160 million amount is exclusive of contributions from risk-sharing
partners, but includes estimated costs of approximately US$100 million related to the development of our new products, and approximately US$60 million related to the development of technology.

We expect to invest in Brazil approximately 70% of our budgeted US$300 million of total capital expenditure, which includes our
investments both in research and development and property, plant and equipment.

Our capital expenditures are generally
financed by funds provided by operations, borrowings under our credit arrangements, cash contributions from risk-sharing partners, advance payments from customers and, to a lesser extent, capital increases to meet these needs. See Item 5B.
Operating and Financial Review and ProspectsLiquidity and Capital ResourcesOverview and Item 5C. Operating and Financial Review and ProspectsResearch and Development.

We do not incur research and development expenses for defense programs as those are funded by the Brazilian government and other
government customers. Most of our research and development expenses are associated with particular programs either in the commercial or executive aviation segments.

For a discussion of our capital expenditures relating to property, plant and equipment, see Item 4D. Property, Plant and
Equipment.



|4B. | Business Overview
|--- | -----------------

We are
one of the leading manufacturers of commercial aircraft in the world, based on 2009 net sales of commercial aircraft, with a global customer base. Our focus is achieving customer satisfaction with a range of products and services addressing the
commercial airline, executive jet and defense markets and aviation services. Our commercial aviation business accounted for 61.6% of our net sales in 2009. We are the leading supplier of defense aircraft for the Brazilian Air Force based on number
of aircraft sold, and we have sold aircraft to military forces in Europe, Asia and Latin America. Our defense business accounted for 9.1% of our net sales in 2009. We have developed a line of executive jets based on one of our regional jet platforms
and launched new executive jets in the entry-level, light, ultra-large and mid-light/mid-size categories: the Phenom 100/300 family, the Lineage 1000 and the Legacy 450/500 family, respectively. Our executive jet business accounted for 16.4% of our
net sales in 2009. Providing high quality customer support is a key element of our customer focus and is critical to our ability to maintain long-term relationships with them. Our aviation services business accounted for 10.8% of our net sales in
2009. Other related businesses, accounted for 2.1% of our net sales in 2009. For the year ended December 31, 2009, we generated net sales of US$5,466.3 million, of which more than 89.2% was U.S. dollar-denominated. On March 31, 2010, we
had a total firm order backlog of US$16.0 billion, which includes 243 firm orders for commercial aircraft.

Our Strengths

We believe that our primary strengths are:

Leading Commercial Aircraft Manufacturer with a Global Customer Base. We are a leading manufacturer of 30-120 seat jets, based on
the number of aircraft sold, with a strong global customer base. We have sold our regional and mid-capacity jets to more than 70 customers in the five continents of the world. Our customers include some of the largest and most significant regional,
low-cost airlines and commercial carriers in the world.

Aircraft Design; Cost and Operating Efficiency. We conceive,
develop and manufacture aircraft to provide our customers with reduced operating, maintenance and training costs due to the similarity and efficiency in design and the commonality of parts within a jet family. These similarities enable us to
significantly reduce our design, development and production costs and pass these savings along to our customers in our sales price. These similarities also reduce the development time of our aircraft.

Strategic Risk-Sharing Partners. With respect to our commercial and executive aircraft, we developed strategic relationships with
key risk-sharing partners. These risk-sharing partners develop and manufacture



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significant portions of the systems and components of our aircraft and contribute their own funds to research and develop these systems and components, thereby reducing our development expenses.
These risk-sharing partners also fund a portion of our development expenses through direct contributions of cash or materials. We believe that these strategic relationships enable us to lower our development expenses and risks, improve our operating
efficiency, enhance the quality of our products and reduce the number of our suppliers, thereby providing us with flexibility of our production process.

Benefits of Funded Development of Defense Products. Historically, research and development expenses related to defense aircraft
have been funded in large part by certain of our customers, which in this business segment includes the governments of different countries. These customers have had an important role in our engineering and industrial development. In addition, we use
well-proven platforms developed for the commercial aviation segment as a solution for certain defense products. We also sell to other military forces the proven defense products developed for the air forces of certain countries.

Flexibility of Production to Meet Market Demands. We believe the flexibility of our production processes and our operating
structure, including our risk-sharing partnerships, allow us to increase or decrease our production in response to market demand.

Experienced and Highly Skilled Workforce. Our employees are experienced and highly skilled. As of March 31, 2010,
approximately 23.5% of our workforce was comprised of engineers. Due to the high level of knowledge and skill of our employees, and our continuous training programs, we are able to efficiently pursue new programs and provide our customers with
differentiated technical expertise and guidance.

Business Strategies

With a view to continue growing our business and increasing our profitability, we intend to continue to offer our customers
cost-effective, high quality, and reliable aircraft and services. The key elements of our strategy are the following:

Continuing to Market our Commercial Aircraft. We are fully committed to continuing to market our ERJ 145 regional jet family and to
aggressively market our mid-capacity aircraft, the EMBRAER 170/190 jet family. As of March 31, 2010, we had more than 880 units of the ERJ 145 jet in commercial operation. We believe a significant market opportunity exists for the EMBRAER
170/190 jet family with regional airlines that are seeking to expand their fleet, as well as increase their penetration in higher density markets and add longer routes. We also believe that the EMBRAER 170/190 jet family will be popular with major
low-cost airlines that are right-sizing their fleet in order to adjust capacity to meet demand in less dense routes. As of March 31, 2010, we were leaders in the 70-120 seat category in terms of number of aircraft sold. Additionally, we believe
that our commercial aircraft will provide us with significant opportunities to increase our competitiveness by offering our customers a full range of jets in the 30-120 seat category.

Strengthening our Position in the Executive Jet Market. We believe that the executive jet market provides us with significant
growth opportunities. We expect to offer products in all categories of the executive jet market, from the entry-level to the ultra large categories. We have developed the Legacy 600, a super midsize jet, the Phenom 100, an entry-level jet, and the
Lineage 1000, an ultra large jet, and are developing the Phenom 300, the Legacy 450 and the Legacy 500, executive jets in the light, mid-light and mid-size categories, respectively. In addition, in 2009 we presented the new Legacy 650, a large
executive jet that will be positioned in our executive jet portfolio between the Legacy 600 and the Lineage 1000. We have endeavored to understand and respond to market and customer needs, in an effort to continuously improve the product and
customer support for our executive jets.

Continue to Pursue Market Niche Opportunities in the Defense Market. We
currently offer products for transportation, training, light-attack, intelligence, surveillance and reconnaissance. Since our products offer multi-mission capabilities at a competitive price and are designed to be operated in any environment at low
operating costs, we believe our products meet the needs of governments in countering present threats which are a global concern, such as terrorism, drug dealing and weapon smuggling.

Continued Focus on Customer Satisfaction and Support. We believe that our focus on customer satisfaction is fundamental to our
entrepreneurial success and our business strategy. Providing high quality



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customer support is a key element of our customer focus and is critical to our ability to maintain long-term relationships with our customers. As the number of our aircraft in operation continues
to grow, and our executive aviation business expands, we have further increased our commitment to providing our customers with an appropriate level of after-sale support, including technical assistance, pilot and maintenance training and spare
parts. This is evidenced, for example, by the expansion of our customer support and service base. With respect to maintenance, repair and overhaul, or MRO, we have acquired and implemented several new facilities worldwide including (1) the
Nashville, Tennessee MRO facility (2) OGMA, an MRO facility in Portugal, which we began to operate in March 2005 and (3) four new Embraer owned service centers for executive aircraft implemented in 2008 and 2009. We intend to continue to
focus on providing our customers with high quality customer support by expanding our presence worldwide, both through our own operations and agreements with authorized service centers.

Continue to motivate our employees and improve our production processes and managerial practices. We are constantly seeking to
exceed our customers expectations. In order to achieve this goal, we must, on a daily basis, continuously seek to implement the most efficient production processes and best managerial practices. Because the success of our products and services
is ultimately a combination of the contribution of our employees and the production processes we have developed over the years, we recognize that we must continue to motivate our employees and refine our production processes. To that effect, we have
implemented, and intend to further develop, corporate programs based on a lean manufacturing philosophy, such as the Embraer Entrepreneurial Excellence Program, that are designed to strengthen our internal culture of excellence and
improve the efficiency of our operations.

Commercial Aviation Business

We design, develop and manufacture a variety of commercial aircraft. Our commercial aviation business is our primary business, accounting
for 61.6% of our net sales for the year ended December 31, 2009.

Products

We developed the ERJ 145, a 50-passenger twin jet-powered regional aircraft, introduced in 1996, to address the growing demand among
regional airlines for medium-range, jet-powered aircraft. After less than two years of development, the ERJ 135, a 37-seat regional jet based on the ERJ 145, was introduced in July 1999. In addition, we developed the 44-seat ERJ 140 as part of the
ERJ 145 regional jet family, which we began delivering in the second half of 2001. We believe that the ERJ 145 regional jet family provides the comfort, range and speed of a jet at costs comparable to turboprop aircraft. We are continuing to develop
the EMBRAER 170/190 jet family, our 70-122 seat platform, to serve the trend in the commercial airline market toward larger, faster and longer range jets and to further diversify our strength in the jet market. We continue to analyze new aircraft
demand in the jet market to determine potentially successful modifications to aircraft we already produce.

ERJ 145 Regional Jet Family

The ERJ 145 is a twin jet-powered regional aircraft accommodating up to 50 passengers. This jet was
developed in response to the increasing demand from the regional airline industry for an aircraft that offered more speed, comfort and capacity than a turboprop. The ERJ 145 was certified by the Brazilian aviation authority in November 1996, the FAA
in December 1996, the European aviation authority in May 1997, the Australian aviation authority in June 1998 and the Chinese aviation authority in December 2000. We began delivering the ERJ 145 in December 1996. In October 2007, we delivered our
1,000thERJ 145 aircraft, manufactured by Harbin Embraer
Aircraft Industry Co. Ltd. to the HNA Group.

The development of the ERJ 145 aircraft was partially based on the EMB 120
Brasília and has approximately 30% commonality in terms of parts and components with that aircraft, including the nose section and cabin. The ERJ 145 has a maximum cruising speed of Mach.78, or 450 knots, and a maximum fully loaded range of
1,060 nautical miles in its standard version. The ERJ 145 is equipped with engines built by Rolls-Royce Allison. These engines are designed to operate 10,000 flight hours between major overhauls and operate at a low fuel cost. In addition, the ERJ
145 is equipped with sophisticated flight instruments, such as engine-indication instruments, crew-alert systems and digital flight control systems produced by Honeywell.



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The ERJ 145 is also available in a long-range, or LR, version, and, in response to customer
requests, we have developed an extra-long-range, or XR, version of the aircraft. The ERJ 145 LR features a larger fuel tank, more powerful engines and greater range than the standard version. The ERJ 145 LR, which was certified by the Brazilian
aviation authority, the FAA and the European aviation authority in 1998, and by the Chinese aviation authority in November 2000, uses engines that deliver 15% more thrust, allowing the fully loaded aircraft to operate on routes of up to 1,550
nautical miles. The ERJ 145 XR features a new and updated turbofan engine, increased capacity fuel tanks and winglets. The ERJ 145 XR, which was certified by the Brazilian aviation authority in August 2002 and by the FAA in October 2002, offers
reduced fuel consumption, a maximum, fully loaded range of 2,000 nautical miles and enhanced operational capabilities for hot weather and high altitudes. Deliveries of the ERJ 145 LR began in February 1998, and deliveries of the ERJ 145 XR began in
October 2002.

The ERJ 135 is a 37-seat regional jet based on the same design as the ERJ 145 and is manufactured on the same
production line. The ERJ 135 has approximately 96% commonality in terms of parts and components with the ERJ 145, resulting in reduced spare-parts requirements and permitting the utilization of the same ground support equipment for customers that
use both aircraft. The ERJ 135 was certified by the Brazilian aviation authority in June 1999, by the FAA in July 1999 and by the European aviation authority in October 1999. Deliveries of the ERJ 135 began in July 1999.

The ERJ 135 has a maximum operating speed of Mach.78, or 450 knots, and a maximum fully loaded range of 1,330 nautical miles in its
standard version. The ERJ 135 uses the same engines, sophisticated flight instruments, digital flight control systems and body design as the ERJ 145. The ERJ 135s fuselage is 11.6 feet shorter than the ERJ 145s. The ERJ 135 is also
available in a LR version, with maximum fully loaded range of l,700 nautical miles. The LR version received certification simultaneously with the standard version and began deliveries in August 1999.

We developed the ERJ 140 in response to customer requests. The ERJ 140 is a 44-seat regional jet based on the same design as the ERJ 135
and is manufactured on the same production line as the ERJ 145 and ERJ 135. The ERJ 140 has approximately 96% commonality with the ERJ 145 and ERJ 135, providing our customers with significant maintenance and operational benefits. The ERJ 140 was
certified by the Brazilian aviation authority in June 2001 and by the FAA in July 2001. The ERJ 140 has a maximum fully loaded range of 1,230 nautical miles in its standard version. The ERJ 140 is available in LR version, with maximum fully loaded
range of 1,630 nautical miles. We began delivering the ERJ 140 in July 2001.

The ERJ 145 regional jet family allows for
standardized pilot certification and maintenance procedures.

EMBRAER 170/190 Jet Family

The EMBRAER 170/190 jet family provides our customers with a choice of four aircraft in the mid-capacity passenger range. The EMBRAER 170
is a 70-80 seat jet and the EMBRAER 175 is a 78-88 seat jet, while the EMBRAER 190 is a 98-114 seat jet and the EMBRAER 195 is a 108-122 seat jet.

The EMBRAER 170 was certified by the Brazilian aviation authority, the FAA, the Joint Aviation Authority of Europe (the former advisory
organization that made certification recommendations to non-EU national authorities), or JAA, the EASA and the authority of Poland in February 2004, and deliveries of the EMBRAER 170 began in March 2004. The EMBRAER 175 was certified by the
Brazilian aviation authority in December 2004, by EASA in January 2005, by TCCA, the Canadian certification authority, in July 2005 and by the FAA in August 2006. The EMBRAER 190 was certified by the Brazilian aviation authority in August 2005, by
the FAA in September 2005 and by EASA in June 2006. The EMBRAER 195 was certified by the Brazilian aviation authority in June 2006, by EASA in July 2006 and by the FAA in August 2007.

We designed the EMBRAER 170/190 jet family to maximize the benefits of commonality. Aircraft in the family share approximately 89% of the
same components. The high level of commonality in this new jet family lowered our development expenses and shortened our development period. We anticipate that this commonality will lead to significant savings to our customers in the form of easier
training, less expensive parts and maintenance and lower operational costs. Due to differences in size and weight, the EMBRAER 170/190 jet family will not share the same wing design. This new mid-capacity jet family has engines fixed under its main
wingsa design intended to enhance power, improve fuel economy and minimize turnaround times. All of the aircraft models of this family are powered by engines manufactured by General Electric and contain state-of-the-art avionics manufactured
by Honeywell.



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The EMBRAER 170/190 jet familys principal features are:



| |  |  | Performance. All four jets in the EMBRAER 170/190 jet family have a maximum cruising speed of Mach.82. The EMBRAER 170 and the EMBRAER 175 have
maximum fully loaded ranges of 1,700 and 1,600 nautical miles, respectively, and each is available in LR versions, with maximum fully loaded ranges of 2,000 and 1,800 nautical miles, respectively. The EMBRAER 190 and EMBRAER 195 have maximum fully
loaded ranges of 1,700 and 1,500 nautical miles, respectively, and will be available in LR versions with maximum fully loaded ranges of 2,300 and 2,100 nautical miles, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ground servicing. The underwing engine design and the existence of four doors, two in the front and two in the back, provide for enhanced
accessibility and efficiency of ground services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cabin and cargo space. We have enhanced passenger safety and comfort in the EMBRAER 170/190 jet family. The aircrafts
double-bubble design enables a four-abreast cabin, a wide aisle, greater interior space and headroom and a larger baggage compartment than the existing mid-capacity jets of our competitors, including those mid-capacity jets that are in
the development stage.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EMB 120 Brasília

The EMB 120 Brasília is a pressurized twin wing-mounted turboprop aircraft that accommodates up to 30 passengers. The EMB 120
Brasília was developed in response to the commercial airline industrys demand for a high-speed and fuel-efficient 30-seat regional aircraft. The EMB 120 Brasília was certified by the FAA in May 1985 and by the Brazilian aviation
authority in July 1985. Since its introduction in 1985 and through December 31, 2008, we have delivered 352 EMB 120 Brasília for the regional market and six EMB 120 Brasília for the defense market. We currently manufacture the EMB
120 Brasília only upon customer request.

Customers

We believe we have a diverse, global customer base, mainly in the commercial airline market in Europe, the Middle East, Africa, Asia
(particularly China) and the Americas. Our major customers for commercial aircraft include some of the largest regional, low-cost and mainline airlines in the world. As of December 31, 2009, our largest customers, by firm orders, were JetBlue
Airways, US Airways, Northwest Airlines, Air Canada, Republic Airlines, Express Jet, American Eagle, HNA Group, Regional (a subsidiary of Air France), Lufthansa, and Azul, the new Brazilian airline founded by David Neeleman in 2008.

For a discussion of these significant customer relationships, see Item 3D. Key InformationRisk FactorsRisks Relating to
EmbraerWe depend on key customers and key suppliers, the loss of any of which could harm our business. See also Note 7 to our audited consolidated financial statements for additional information on our largest customers.

We generally sell our commercial aircraft pursuant to contracts with our customers on a fixed-price basis, adjusted by an escalation
formula that reflects, in part, inflation in the United States. These contracts generally include an option for our customers to purchase additional aircraft for a fixed option price, subject to adjustment based on the same escalation formula. In
addition, our contracts provide for after-sales spare parts and services, as well as warranties of our aircraft and spare parts. Other provisions for specific aircraft performance and design requirements are negotiated with our customers. Finally,
some of our contracts contain cancellation provisions and trade-in options and financial and residual value guarantees. See Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerOur aircraft sales are subject to
financial and residual value guarantees and trade-in options that may require us to make significant cash disbursements in the future for a more detailed discussion of these provisions.



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Sales and Marketing

Our current marketing strategy is based upon our assessment of the worldwide commercial airline market and our assessment of the current
and future needs of our customers. We actively market our aircraft to international airlines and regional affiliates of major global airlines through our regional offices in the United States, Europe and Asia. Our success depends, to a significant
extent, on our ability to discern our customers needs, including needs for customer service and product support, and to fill those needs in a timely and efficient manner while maintaining the high quality of our products. Our market and
airline analysts focus on the long-term trends of the market, competitive analysis, product-enhancement planning and airline analysis. In terms of direct marketing to our customers, we rely heavily on the media, as well as participating in air shows
and other cost-effective events that enhance customer awareness and brand recognition. We have regional sales offices in Le Bourget, France; Fort Lauderdale, Florida; Beijing, China; and Singapore. We sell our ERJ 145 regional jet family in the
Chinese market exclusively through our joint venture in China, which had 46 firm orders from Chinese airlines since the beginning of 2004, 39 of which had been delivered by March 31, 2010.

Production, New Orders and Options

Prior to starting production or development of a new project, we secure letters of intent representing future orders for a significant
number of aircraft. We typically begin taking orders and building a backlog two years before we begin producing a new aircraft model, aiming to receive a significant number of orders before we deliver the initial aircraft. Once an order is taken, we
reserve a place for that order on the production line, ensuring that we will maintain production sufficient to meet demand. Once a place is reserved on the production line, we are able to give customers delivery dates for their orders.

We include an order in backlog once we have received a firm commitment, represented by a signed contract. Our backlog excludes options
and letters of intent for which definitive contracts have not been executed. For the sales of our commercial aircraft, we customarily receive a deposit upon signing of the purchase agreement and progress payments in the amount of 5% of the sales
price of the aircraft 18 months before scheduled delivery, another 5% twelve months before scheduled delivery and another 5% six months before scheduled delivery. For the EMBRAER 170/190 jet family, we receive an additional 5% progress payment 24
months before scheduled delivery. We typically receive the remaining amount of the sales price upon delivery of the aircraft. The deposits and the progress payments are for the most part nonrefundable in the event orders are cancelled.

Our options generally provide our customers the right to purchase an aircraft in the future at a fixed price and on a specified delivery
date, subject to escalation provisions, under a purchase agreement. Once a customer decides to exercise an option, we account for it as a firm order. Occasionally, we have extended the exercise date for our options and renegotiated the delivery
schedule of firm orders, as well as allowed customers to convert their firm orders or options for one aircraft into firm orders or options for another aircraft within the same commercial aircraft family.

Competition

We
generally face competition from major manufacturers in the international aircraft market. Each category of our products faces competition of a different nature and generally from different companies. Some of our competitors have greater financial,
marketing and other resources than we do.

30-60seat category

The main competitors of the ERJ 145 regional jet family are:



| |  |  | the CRJ-100/200/440 (in October 2005, Bombardier announced its plans to stop manufacturing the CRJ-100/200/440 aircraft);
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | the ATR-42, a 50-seat turboprop manufactured by ATR, a joint project of Italys Alenia Aeronautica and EADS; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



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| |  |  | the Q-300, a 50-seat turboprop manufactured by Bombardier, the production of which Bombardier discontinued in May 2009.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

Given the success of our regional jet family, the maturity of this market segment and the significant entry barriers in this segment, due
mainly to the high development expenses of a new model and the extensive and time-consuming development cycle of a new jet, we believe that we are well-positioned to maintain our market share in the 30-60seat category with our ERJ 145 regional
jet family.

61-90seat and 91-120seat categories

We currently face our strongest competition in the 61-90 and 91-120seat categories. We currently compete against the following
aircraft in these categories:



| |  |  | ATR-72, a 72-seat turboprop produced by ATR;
| | - |  | --------------------------------------------



| |  |  | Q-400, a 72-seat turboprop produced by Bombardier;
| | - |  | --------------------------------------------------



| |  |  | CRJ-700 and CRJ-900, 70-seat and 85-seat regional jets produced by Bombardier, respectively;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | A318, a 100-plus-seat jet produced by Airbus; and
| | - |  | -------------------------------------------------



| |  |  | 737-600, a 100-plusseat jet produced by Boeing.
| | - |  | ------------------------------------------------

We expect new developments in this market segment from current and new competitors, including:



| |  |  | Bombardiers CRJ-1000, a 100-seat regional jet launched in February 2007, with first deliveries scheduled for 2010;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Bombardiers CSeries jet launched in 2008, which seats 110 to 130 passengers, and is expected to enter into service by 2014;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Sukhois SSJ100, a 75- to 95-seat regional jet, with the 95-seat version officially scheduled to enter into service in 2010;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | COMACs ARJ21, a 90- to 105-seat regional jet, with the 90-seat version officially scheduled to enter into service in 2010; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mitsubishi Heavy Industries MRJ, a 75- to 96-seat regional jet launched in March 2008, which is expected to enter into service by 2015.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

The key competitive factors in the markets in which we participate include design and technological
strength, aircraft operational costs, price of aircraft, including financing costs, customer service and manufacturing efficiency. We believe that we will be able to compete favorably on the basis of our aircraft performance, efficiency, low
operating costs, product development experience, global customer base, market acceptance, cabin design and aircraft price.

Defense
Business

We conceive, design, develop, manufacture and support a wide range of integrated solutions for the defense
market. Our products include training/light attack aircraft, C4ISR (Command and Control, Intelligence, Surveillance and Reconnaissance) systems, aerial surveillance platforms, military transport aircraft and government transport aircraft. We offer a
complete portfolio of customer services, ranging from maintenance and material solutions to complete Contractor Logistic Support programs. As of December 31, 2009, we had sold more than 680 defense aircraft to 20 armed forces and operators
worldwide. We are also the leading supplier of defense aircraft to the Brazilian Air Force based on the total number of aircraft in its fleet. Our defense business accounted for approximately 9.1% of our net sales for the year ended
December 31, 2009.



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##### Table of Contents

Products

C4ISR Systems

Embraer
has developed three cost-effective, reliable and flexible special-mission aircraft based on the ERJ 145 regional aircraft platform: the EMB 145 Airborne Early Warning and Control (AEW&C), the EMB 145 Multi Intel and the EMB 145 MP (Maritime
Patrol). Since its first delivery, a total of 14 such aircraft have been manufactured for the Brazilian Air Force, the Mexican Air Force and the Greek Air Force.

We believe EMB 145 AEW&C is the most advanced and affordable Airborne Early Warning and Control aircraft available in the market. It
combines Embraers reliable and cost-effective ERJ 145 regional airplane platform with a unique, high-performance, multi-mode active phased-array AEW radar, a powerful command and control system and a comprehensive set of support systems such
as self-protection and communications, including data-links. The EMB 145 AEW&C is operational in the Brazilian, Mexican and Greek Air Forces. In addition, in 2008 we signed a contract with the Indian Air Force to sell them four units of our
AEW&C aircraft, which we are currently assembling in compliance with the delivery schedule for this contract.

The EMB 145
Multi Intel, also known as the EMB 145 RS/AGS (Remote Sensing/Airborne Ground Surveillance) aircraft is designed to accomplish the electronic and reconnaissance missions. It features state-of-the-art sensors for IMINT (Image Intelligence), SIGINT
(Signal Intelligence) and MASINT (Measurement and Signature Intelligence), and is capable of providing real-time imagery and signals intelligence over ground objectives. It is equipped with extensive sensor suites ranging from high-performance
synthetic aperture radar to electro-optical sensors, and includes communications and electronic exploitation systems capable of gathering complete intelligence information. The EMB 145 Multi Intel is currently operational in the Brazilian Air Force.

The EMB 145 MP aircraft is designed to address coastal and blue-water threats. The EMB 145 MP is designed to carry out
maritime patrol and anti-submarine warfare missions using maritime and ground surveillance radar and electro-optical sensors, as well as dedicated communications and surveillance equipment. The EMB 145 MP is operational in the Mexican Air Force.

Embraer also develops and integrates state-of-the-art Command and Control, Intelligence, Surveillance and Reconnaissance
(C4ISR) systems for defense customers that require accurate information on a real-time basis. Our C4ISR systems operate in all three of our EMB aircraft. The information provided by C4ISR systems seeks to give top defense organizations the
capability to collect, process and disseminate an uninterrupted flow of accurate and timely data that enables them to make better decisions and act faster and more effectively. We believe that the entry of Embraer in the C4ISR systems sector is made
possible by Embraers technical understanding of several key topics such as knowledge management, visualization technologies, decision-making tools and concept-development methodologies. One recent practical example of Embraers
participation in the C4ISR field is the definition and development of a new datalink protocol, the Link BR2, delivered to the Brazilian Air Force early in 2009.

Training and Light Attack  Super Tucano

The Super Tucano, designated as A-29 by the Brazilian Air Force, is a single-engine, multipurpose, military turboprop that combines
effective training and operational capabilities with low acquisition and operating costs. It is an evolution of the EMB-312 Tucano, a prior trainer aircraft with a proven track record, of which more than 650 units were sold to 15 air forces around
the world.

It offers solutions for basic to advanced weapons training, such as in-flight virtual training. It also offers
operational capabilities required for border surveillance, close air support operations and counterinsurgency (COIN) missions. It offers avionics comparable to those of fourth generation fighter jets, ejection seats, an onboard oxygen-generating
system and outstanding external load capability.

The Super Tucano is used for advanced pilot training and for surveillance
operations in the Amazon region of Brazil in connection with the Brazilian governments Sistema de Vigilância da Amazônia  SIVAM (System for the Surveillance of the Amazon) program. Since its first delivery in 2004
until December 31, 2009, 83 Super Tucano aircraft were delivered to the Brazilian Air Force.



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In December 2005, we received firm orders for 25 Super Tucano aircraft from the Colombian
government and by the end of 2008 all aircraft had been delivered. In 2009, we delivered the first four Super Tucanos purchased by the Chilean Air Force under a contract for a total of 12 aircraft, and the first two Super Tucanos purchased by the
Dominican Republic Air Force under a contract for a total of eight aircraft. The first Super Tucano deliveries to the Ecuadorian Air Force, which has ordered 24 aircraft in 2008, are scheduled for January 2010.

Military Transport  KC 390

In April 2009, Embraer signed the KC-390 development contract with the Brazilian Air Force. This new jet will meet the needs of the
Brazilian Air Force, and will be in compliance with the new National Defense Strategy. The aircraft is expected to enter service in 2015. Research and development expenses associated with the KC-390 will be borne by the Brazilian Air Force.

This jet will have a cargo bay equipped with an aft ramp to transport a wide variety of cargo, including armored vehicles,
and will be equipped with the most modern systems for handling and launching cargos.

The KC-390 can be refueled in flight and
can be used for in-flight or on-ground refueling of other aircraft. The cargo bay will allow configurations for Medical Evacuation (MEDEVAC) missions. The technical advances of the KC-390 include fly-by-wire technology, which lessens pilots
work load by optimizing mission results and increasing safety and the capability for operating on short and rustic runways.

Government
Transport Aircraft

We are marketing our wide line of commercial and executive jets, as well as derivatives of these
airplanes to defense customers. For example, in 2007, we delivered one Legacy 600 to the Angolan government, and one ERJ 145 to the Nigerian government. In 2008, we delivered one Legacy 600 to the Ecuadorian government.

Another important example of our sales of commercial jets to defense customers includes our delivery in 2009 of two modified versions of
the EMBRAER 190 commercial aircraft to the Brazilian Air Force to serve as the presidential aircraft. These aircraft have a spacious and comfortable cabin, including space for meetings and a private area for the Brazilian president. These jets also
have special safe communications systems, and can carry up to 54 passengers and crew members. The nonstop range of these jets from Brazils capital city, Brasília, reaches any destination in South America, thereby offering great
operating flexibility. In addition, in 2009 we delivered two ERJ 135s to the Thai Armed Forces for VIP transport and two Phenom 100s to the Pakistani Air Force.

In addition to Brazil, our other government customers operating Embraer jets for the transportation of government authorities include
Belgium, Greece, Colombia, Ecuador, India, Thailand, Nigeria and Angola.

Other Projects and Activities

We offer military aircraft modernization services and we currently have two ongoing programs contracted with the Brazilian Air Force. The
first one, known as F-5BR, is focused on performing structural and electronics upgrades for 46 F-5 fighter jets. As the prime contractor, we are responsible for integrating the multi-mode radar, the advanced navigation and attack systems, and the
enhanced self-protection systems into the existing aircraft platform. The second ongoing contract, known as the A-1M modernization program, focuses on modernizing the AMX. The goal of this modernization project is to keep the fleet of 43 AMX jets on
active duty for another 20 years.

Brazilian Navy Aircraft Modernization Program

In April 2009, Embraer entered into an agreement with the Brazilian navy to modernize 12 of its A-4 Skyhawk aircraft. This is the first
contract with the Brazilian Navy, and the upgrade will incorporate new technology to those aircraft, including new avionics, radar, power production and autonomous oxygen generating systems.

Competition

Our
defense systems aircraft face rigorous competition from various manufacturers from different countries in each market segment.



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The Super Tucano competes in the basic/advanced training market with the Pilatus PC-9M
(basic) and PC-21 (advanced) aircraft from Switzerland, the Beechcraft T-6A/B (basic/advanced) from the U.S., and the Korea Aerospace Industries KT-1 (basic). In the Light Attack market, the Super Tucano competes with Beechcraft AT-6 and Korea
Aerospace Industries KO-1.

In the special mission aircraft market, which includes Airborne Early Warning & Control,
Remote Sensing, Airborne Ground Surveillance, Maritime Patrol, Anti-Surface Warfare and Multi-mission Aircraft, there are several platforms with a wide range of sensor combinations that compete with our products, namely, the Bombardier Global
Express, Boeing 737, Northrop Grumman E-2C/D Hawkeye, Gulfstream G550, SAAB 2000, Alenia ATR 42 and 72, EADS CASA CN-235 and C-295, and the Bombardier Dash 8, among others.

In the military transport segment, our competitors include Lockheed Martin C-130, Alenia C-27J and CASA C-295.

Executive Aviation Business

We developed a line of executive jets: the Legacy 600, a super midsize jet, followed by the Phenom 100, an entry-level jet and the Phenom
300, a light jet. The Lineage 1000, an ultra-large jet, was added as the largest executive jet in our executive jet portfolio and, during 2008, we have launched the Legacy 450 and Legacy 500, a mid-light and a mid-size jet, respectively, that we
believe will establish our executive jet portfolio as one of the most comprehensive of the executive aviation industry. In 2009, we presented the new Legacy 650, a large executive jet that will be positioned in our executive jet portfolio between
the Legacy 600 and the Lineage 1000.

We are marketing our executive jets to companies, including fractional ownership
companies, charter companies and air-taxi companies, and high-net-worth individuals. Our executive aviation segment accounted for 16.3% of our net sales for the year ended December 31, 2009, resulting from the delivery of 18 Legacy 600 jets, 93
Phenom 100 jets, one Phenom 300 jet and three Lineage 1000 jets. On March 31, 2010, our firm orders in backlog for our executive jets totaled US$5.5 billion.

The Legacy 600 shares important qualities with our regional jet platform. However, although the Legacy 600 has some of the same
components of our airliners, such as the ERJ 135, the Legacy 600s interior, fuel tank, controller and indication systems and its winglets differ from those of our airliners. The executive version of the Legacy 600 was certified by the
Brazilian aviation authority in December 2001, by the JAA in July 2002 and by the FAA in August 2002.

In May 2005, we
launched the Phenom 100 and Phenom 300, which are executive jets in the entry-level and light jet categories, respectively. The Phenom 300 carries up to nine people and has a larger fuselage and wingspan and longer range than the Phenom 100. It is
powered by Pratt & Whitney Canadas PW535E engine and has entered into service in the second half of 2009. Pratt & Whitney Canada, Garmin and Eaton were our risk-sharing partners for this program. The Phenom 100 jet carries
from six to eight people and is powered by Pratt & Whitney Canadas PW617F engine. In the second half of 2008, the Phenom 100 entered into service.

In May 2006, we launched the Lineage 1000, an ultra-large executive jet based on the EMBRAER 190 commercial jet platform. The Lineage
1000 is configured to accommodate up to 19 people in a total cabin volume of 4,085 cubic feet (115.7 cubic meters), and is powered by GE CF34-10E7 engines. The Lineage 1000 has entered into service in the first half of 2009.

In April 2008, we formally launched two new programs in the medium jet categories, namely the mid-light Legacy 450 jet, with a 2,300
nautical mile range, and the mid-size Legacy 500 jet, with a 3,000 nautical mile range. Both programs were approved by our Board of Directors in March 2008. The Legacy 450/500 jets are positioned in our executive jets portfolio between the Phenom
300 and the Legacy 600.

In October 2009, we presented the new Legacy 650 jet during a press conference at
the 62ndAnnual Meeting and Convention of the National
Business Aviation Association, in Orlando, Florida. The Legacy 650 is a large category jet based on the successful platform of the super midsize Legacy 600 and will have a longer range for up to 14 passengers. The Legacy 650 will fly up to 3,900
nautical miles nonstop with four passengers or 3,800 nautical miles with eight passengers, that is approximately 500 nautical miles more than the Legacy 600s range.



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The competitors of the Legacy 600 and the Legacy 650 include aircraft produced by Dassault
Aviation, Bombardier, Gulfstream and Hawker Beechcraft. Phenom 100 and Phenom 300 competitors in the entry-level and light jet categories include Cessna Aircraft Co. and Raytheon. Boeing and Airbus are the main competitors for the Lineage 1000
ultra-large jet.

We include an executive jet order in backlog once we have received a firm commitment, represented by a
signed contract. We customarily receive a deposit at the time of order, progress payments totaling 15% to 30% of the aircraft price, and the full payment of the balance is due upon delivery. We generally receive between US$10,000 and US$200,000 for
each option to purchase an executive jet.

Aviation Services Business

We provide after-sales customer support services for the fleets of our commercial, executive and defense customers. Activities in this
segment include the sale of spare parts, maintenance and repair, customer training and other product support services. Revenues for the aviation services segment accounted for 10.8% of our net sales for the year ended December 31, 2009. Our
after-sales customer support and spare parts business falls into several categories:



| |  |  | field support;
| | - |  | --------------



| |  |  | technical support, which includes engineering support, maintenance engineering and technical publications;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | material support, which includes spare parts sales and distribution;
| | - |  | --------------------------------------------------------------------



| |  |  | product warranty and repair administration;
| | - |  | -------------------------------------------



| |  |  | total care programs; and
| | - |  | ------------------------



| |  |  | customer training.
| | - |  | ------------------

This business is expected to continue to grow as the number of our aircraft in service increases. Our customers require aircraft
manufacturers and their suppliers to maintain adequate spare parts and ground support equipment inventories for a period of ten years after the production of the last aircraft of the same type, or until fewer than five aircraft are operated in
scheduled commercial air transport service. We also established a pooling program that allows customers to exchange used parts for new or refurbished parts.

We expect to enhance customer support and services offered to the executive aviation segment. We have added four wholly-owned service
centers since 2007, and are revamping the authorized service center network for executive jets. By the end of 2010, we estimate that we will have 38 service centers to support our executive jet fleet. We also offer our executive aviation customers a
total care program, known as EEC  Embraer Executive Care, which provides a comprehensive package of services. In 2006, we entered into an agreement with CAE to form a global training joint venture, which will provide comprehensive
pilot and ground crew training to customers of the Phenom 100 entry-level jet and Phenom 300 light jet aircraft. The initial training program has started to be offered at CAE SimuFlite in Dallas, Texas, as the Phenom 100 started to operate in 2008,
and has expanded to Burgess Hill in the U.K. in 2009. This joint venture will provide entitlement training and post-entitlement training for pilots, maintenance technicians and dispatch personnel. We also plan to invest in parts inventory and
logistics, as well as in the improvement of our special maintenance programs for the Phenom 300 and the Legacy 650 and also plan to offer it in new regions, particularly Asia.

Other Related Businesses

We recognize revenues related to the selling or leasing of used aircraft to customers primarily through our leasing subsidiary, ECC
Leasing Co. Ltd. In addition, we provide structural parts and mechanical and hydraulic systems to Sikorsky Corporation for its production of helicopters. We also manufacture, on a limited basis and upon customer request, general aviation propeller
aircraft, such as executive planes and crop dusters, also known as light aircraft. Our other related businesses accounted for 2.1% of our net sales for the year ended December 31, 2009.



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Subcontracting

We provide subcontracting services to Sikorsky Corporation in connection with the development and manufacture of the landing gear, fuel
system and fuel tanks for the S-92 Helibus helicopter. We also act as a risk-sharing partner to Sikorsky. These contracts expire in 2015.

General Aviation Aircraft

We build general aviation propeller aircraft. These aircraft include a six-passenger aircraft that is produced only on demand for use by
corporations and by air-taxi companies. We have delivered a total of 2,326 of these aircraft, and the last delivery of this type of aircraft was in 2000. We also developed a crop duster aircraft pursuant to specifications of the Brazilian Ministry
of Agriculture. These aircraft are produced only on demand. Through December 31, 2009, we had delivered a total of 1,075 of these aircraft, including 34 in 2009. We had no crop duster aircraft in backlog at December 31, 2009.

Aircraft Operating Lease Activities

In order to provide better financial support to our commercial activities, as well as to manage and reduce financial risks related to the
marketing of aircraft, we created, in September 2002, two wholly-owned subsidiaries: ECC Leasing Co. Ltd. and ECC-Insurance & Financial Co. Ltd.

The mission of ECC Leasing Co. Ltd is to manage and remarket Embraers aircraft portfolio, which as a result of contractual
obligations, may be acquired by us as trade-in transactions. We also provide re-marketing services to third parties looking to sell their Embraer manufactured aircraft.

The consolidated pre-owned aircraft business, through ECC Leasing Co. Ltd. in Ireland, has contributed accumulated net income of US$37.2
million since its inception through December 31, 2009. Sales campaigns of new aircraft, where the acceptance of trade-in aircraft as part of payment were accepted, have been successfully completed. Additional revenues have also been generated
through the sale and lease of aircraft received as trade-in. Furthermore, leasing operations, involving EMBRAER170, EMBRAER175 and EMBRAER 190 pre-series aircraft, contributed to the current results. During this period, ECC Leasing and one other
Embraer wholly-owned subsidiary managed a portfolio comprised of 79 aircraft, of which 25 are under operating leases, 11 are available or under lease/sale negotiations, nine are performing flight tests at Embraer, and 34 were sold to airlines,
corporations and government entities in North America, South America, Asia and Europe.

All sale and leasing transactions were
executed based on market rates, thereby helping to sustain the present and future values of our products. In addition, we continue to actively work with third parties to facilitate the placement of their aircraft.

The continued improvement in financial performance is directly related to ECC Leasings ability to re-market aircraft in its
existing portfolio with similar conditions as those currently in place, as well as to sell aircraft to operators, leasing companies and/or financial institutions, at values close to market rates and without any guarantee from Embraer.

Furthermore, we believe the results of ECC Leasing Co. Ltd and ECC-Insurance & Financial Co. Ltd will be largely dependent on
market conditions, aircraft availability levels and the demand for regional jets in the 37- to 50-seat category. Although new markets such as Eastern Europe and Latin America are important, the risks related to operators credit and asset
repossession require an adequate evaluation by Embraer.

As more pre-owned aircraft begin to trade in the market, Embraer and
ECC Leasing Co. Ltd. have created the Embraer Lifetime Programme to better support our customers. The program will allow customers to select from a wide array of services, including, among other things, training, spare parts, technical
support, engine programs, technical representation, maintenance and overhaul coverage. Customers who opt into this program will pay us periodic fees, so that we can provide them with scheduled and unscheduled maintenance, support and repair
services, among other things. The program will allow us to continuously improve the level of support we offer to our pre-owned aircraft customers. We believe this program represents an innovative approach, which offers our customers an attractive
combination of pre-owned aircraft backed by Embraers comprehensive support package.



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Markets

The following table sets forth our net sales by line of business and geographic region of the end users of our aircraft for the periods
indicated.



|                                 |  |                         |     |  |         |     |  |        
|-------------------------------- |  | ----------------------- | --- |  | ------- | --- |  | -------
|                                 |  | Year ended December 31,
|                                 |  | 2009                    |     |  | 2008    |     |  | 2007   
|                                 |  | (in US$ millions)      
|Commercial Aviation              |  |                         |     |  |         |     |  |        
|North America                    |  | 580.9                   |     |  | 2,140.3 |     |  | 1,942.2
|Latin America (excluding Brazil) |  | 149.6                   | (1) |  | 261.6   | (1) |  | 335.7  
|Pacific Asia                     |  | 782.8                   |     |  | 1,101.4 |     |  | 410.6  
|Brazil                           |  | 245.8                   |     |  |        |     |  |       
|Europe                           |  | 1,387.0                 |     |  | 645.2   |     |  | 485.8  
|Others                           |  | 221.6                   |     |  | 89.0    |     |  | 202.3  
|                                 |  |                         |     |  |         |     |  |        
|Total                            |  | 3,367.7                 |     |  | 4,237.5 |     |  | 3,376.6
|                                 |  |                         |     |  |         |     |  |        
|Executive Aviation               |  |                         |     |  |         |     |  |        
|North America                    |  | 309.7                   |     |  | 345.8   |     |  | 278.1  
|Latin America (excluding Brazil) |  | 46.5                    |     |  | 100.8   |     |  | 24.1   
|Pacific Asia                     |  | 234.4                   |     |  | 202.3   |     |  | 23.9   
|Brazil                           |  | 77.7                    |     |  |        |     |  | 27.7   
|Europe                           |  | 173.4                   |     |  | 225.1   |     |  | 484.2  
|Others                           |  | 54.6                    |     |  |        |     |  |       
|                                 |  |                         |     |  |         |     |  |        
|Total                            |  | 896.3                   |     |  | 874.0   |     |  | 838.0  
|                                 |  |                         |     |  |         |     |  |        
|Defense                          |  |                         |     |  |         |     |  |        
|North America                    |  | 8.6                     |     |  | 28.8    |     |  | 0.3    
|Latin America (excluding Brazil) |  | 184.7                   |     |  | 185.7   |     |  | 156.4  
|Pacific Asia                     |  | 75.3                    |     |  | 53.8    |     |  | 2.6    
|Brazil                           |  | 215.3                   |     |  | 214.1   |     |  | 96.9   
|Europe                           |  | 10.1                    |     |  | 16.2    |     |  | 29.2   
|Others                           |  | 4.8                     |     |  | 5.9     |     |  | 61.0   
|                                 |  |                         |     |  |         |     |  |        
|Total                            |  | 498.8                   |     |  | 504.5   |     |  | 346.4  
|                                 |  |                         |     |  |         |     |  |        
|Aviation Services                |  |                         |     |  |         |     |  |        
|North America                    |  | 248.5                   |     |  | 231.2   |     |  | 206.2  
|Latin America (excluding Brazil) |  | 5.6                     |     |  | 10.6    |     |  | 7.8    
|Pacific Asia                     |  | 51.1                    |     |  | 56.7    |     |  | 33.4   
|Brazil                           |  | 17.0                    |     |  | 14.6    |     |  | 46.4   
|Europe                           |  | 231.8                   |     |  | 252.1   |     |  | 227.6  
|Others                           |  | 33.6                    |     |  | 37.2    |     |  | 6.9    
|                                 |  |                         |     |  |         |     |  |        
|Total                            |  | 587.6                   |     |  | 602.4   |     |  | 528.3  
|                                 |  |                         |     |  |         |     |  |        
|Other Related Businesses         |  |                         |     |  |         |     |  |        
|North America                    |  | 26.7                    |     |  | 51.5    |     |  | 58.7   
|Latin America (excluding Brazil) |  | 3.7                     |     |  | 0.3     |     |  | 10.6   
|Pacific Asia                     |  | 1.7                     |     |  | 4.0     |     |  | 2.2    
|Brazil                           |  | 31.9                    |     |  | 53.4    |     |  | 78.0   
|Europe                           |  | 16.3                    |     |  | 7.6     |     |  | 6.4    
|Others                           |  | 35.6                    |     |  |        |     |  |       
|                                 |  |                         |     |  |         |     |  |        
|Total                            |  | 115.9                   |     |  | 116.8   |     |  | 155.9  
|                                 |  |                         |     |  |         |     |  |        



|(1) | Includes deliveries to Azul.
|--- | ----------------------------



35



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Joint Ventures

We formed a joint venture company in December 2002 with Harbin Aircraft Industry (Group) Co., Ltd. and Hafei Aviation
Industry Co., Ltd., both subsidiaries of AVIC, to provide for the manufacture, sale and after-sale support of the ERJ 145 regional jet family. We own 51% of the equity of the above-mentioned joint venture company named Harbin Embraer Aircraft
Industry Company Ltd. We have granted the joint venture a license for the exclusive rights to produce, sell and provide support for the ERJ 145 regional jet family in the Chinese markets, and we contributed US$12.4 million in cash, tooling and
inventory to the joint venture. Our joint venture partners have contributed the land use rights in Harbin, China and contributed US$10.8 million in cash and facilities to the joint venture. The roll-out of the first ERJ 145 manufactured by the joint
venture occurred in December 2003, and the joint venture entered into its first sales contract for six aircraft with China Southern Airlines in February 2004. As of March 31, 2010, Harbin Embraer Aircraft Industry Company Ltd. had secured
contracts with five Chinese airlines for a total of 46 ERJ 145 aircraft, 39 of which had been delivered by March 31, 2010. In October 2007, the
1,000thjet of the ERJ 145 family was delivered by Harbin
Embraer Aircraft Industry Co. Ltd.

In October 2006, we entered into an agreement with CAE to form a global training joint
venture, which will provide comprehensive pilot and ground crew training to customers of the Phenom 100 entry-level jet and Phenom 300 light jet aircraft. This training program has already started to be offered at CAE SimuFlite in Dallas, Texas. The
joint venture is expected to provide entitlement training and post-entitlement training for pilots, maintenance technicians and dispatch personnel.

Suppliers and Components; Risk-Sharing Arrangements

We do not manufacture all of the parts and components used in the production of our aircraft. More than 80% of the production costs of our
ERJ 145 regional jet family, EMBRAER 170/190 family and Legacy 600 executive jet, depending on aircraft model, consist of materials and equipment purchased from our risk-sharing partners and other major suppliers. Risk-sharing arrangements with
suppliers of key components enable us to focus on our core business: design and production of commercial aircraft. Risk-sharing arrangements are those in which suppliers are responsible for the design, development and manufacture of major components
or systems of our aircraft, such as wings, tail or fuselage. Our risk-sharing partners, therefore, must invest their own money in research and development and share the risk and success of our products with us.

In our commercial and executive aviation businesses, we rely on risk-sharing partners to supply vital components of our aircraft, such as
the engines, hydraulic components, avionics, interior and parts of the fuselage and portions of the tail. We select suppliers on the basis of, among other factors, technical performance and quality of their products, production capacity, prior
relationship and financial condition. We have had continuing relationships with most of our major suppliers since production of the Bandeirante aircraft began in 1975.

In addition, we have entered into purchase agreements with our major suppliers, which cover our requirements for five to ten years of
production. These contracts contain pricing formulas that take into consideration the various factors that affect the business of our suppliers, and help us mitigate the effects of price volatility (which in some cases can be significant) of the
materials, parts and components that are required for our operating activities. We are not obligated to purchase a minimum amount of materials annually under any of these supply contracts. Our ongoing supplier relationships depend on cooperation,
performance and the maintenance of competitive pricing. Once we select our risk-sharing partners, and program development and aircraft production begins, it is difficult to substitute these partners. In some cases, our aircraft are designed
specifically to accommodate a particular component, such as the engines, which cannot be substituted by another manufacturer without significant delay and expense. This dependence makes us susceptible to the performance, quality and financial
condition of these risk-sharing partners. See Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerWe depend on key customers and key suppliers, the loss of any of which could harm our business.

ERJ 145 Regional Jet Family

Risk-sharing partners. We entered into risk-sharing arrangements with the following four suppliers in connection with the
development and production of the ERJ 145 regional jet family:



| |  |  | Grupo Auxiliar Metalúrgico S.A., or Gamesa, a Spanish company owned by Iberdrola S.A., a European power utility, and Banco Bilbao Vizcaya, a
large Spanish financial institution, supplies the wings, engine nacelles and main landing-gear doors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Sonaca S.A.Société Nationale de Constructions Aerospatiales, a Belgian company, supplies portions of the central and rear
fuselages, the service, main and baggage doors and engine pylons;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ENAEREmpresa Nacional de Aeronáutica, a Chilean company, supplies the vertical fin, horizontal stabilizers and elevators; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | C&D Aerospace, Inc., a U.S. company, supplies the cabin and cargo compartment interiors.
| | - |  | ----------------------------------------------------------------------------------------

Our risk-sharing partners generally receive payment for supplied components within three to five months after delivery of the components
to us. The partnering relationship with these suppliers results in lower production costs and higher product quality for the ERJ 145 regional jet family. In addition, our line of executive jets benefits from the risk-sharing arrangements with
Gamesa, Sonaca and ENAER. The interior of the Legacy 600 executive jet is provided by The Nordam Group, Inc., Duncan Aviation Inc. and us.

Other major suppliers. We have also entered into other agreements with numerous European, American, Canadian and Brazilian
suppliers to provide key components for a number of our products, including the ERJ 145 regional jet family. These supply arrangements cover systems and components such as engines, avionics, landing gear and flight control systems. Our major
suppliers include, among other companies, Rolls-Royce Allison, Parker Hannifin Corp., BF Goodrich Co., United Technologies Corp.  Hamilton Sundstrand Division, Honeywell, Rosemount Aerospace and Alcoa Inc.

EMBRAER 170/190 Jet Family

We are continuing to improve the EMBRAER 170/190 jet family together with risk-sharing partners that supply key systems for the aircraft.
Our supplier arrangements for the EMBRAER 170/190 jet family differ from the ERJ 145 regional jet family in that we use fewer suppliers. In the EMBRAER 170/190 jet family, each risk-sharing partner is responsible for the development and production
of aircraft systems, such as the landing gear, the hydraulic system and the flight control system, rather than individual components, and fewer components are supplied by companies that are not risk-sharing partners. The assumption of responsibility
for systems by our risk-sharing partners lowers our capital expenditures, which thereby decreases our development risks and increases our operating efficiency by reducing the number of suppliers per product and cutting production costs. It also
shortens development and production time. The primary risk-sharing partners for the EMBRAER 170/190 jet family are the following:



| |  |  | General Electric, which supplies CF34-8E/l0E turbofan engines, and designs, develops and manufactures the engine nacelles;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Honeywell, which supplies the avionics systems;
| | - |  | -----------------------------------------------



| |  |  | Liebherr, which is responsible for designing, developing and manufacturing the landing gear assemblies;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Hamilton Sundstrand, a U.S. company and a wholly-owned subsidiary of United Technologies Corp., which develops and produces the aircrafts tail
core, auxiliary power unit, electrical systems and the air management system;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sonaca, which is responsible for the aircrafts wing slats;
| | - |  | -----------------------------------------------------------



| |  |  | Gamesa, which is responsible for the rear fuselage and the vertical and horizontal tail surfaces;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Latecoere, a French company, which manufactures two of the three fuselage sections;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | C&D Aerospace, which designs, develops and manufactures the aircraft interior; and
| | - |  | ----------------------------------------------------------------------------------



37



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| |  |  | Grimes Aerospace Company, a U.S. company and a wholly-owned subsidiary of AlliedSignal Inc., which develops and manufactures the exterior and cockpit
lighting.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, some of the risk-sharing partners for the EMBRAER 170/190 jet family have assumed a
broader role in other aspects of the program by providing sales financing and residual guarantees, rather than simply supplying us with aircraft components.

To prepare for the expected production increase for the EMBRAER 190 and EMBRAER 195 aircraft, on June 1, 2006 we entered into an
agreement with KHI and KAB, under which they transferred to us assets required for the final assembly of the wings of the EMBRAER 190 and EMBRAER 195 aircraft and paid us compensation of US$57 million. As a result, we began assembling the wings of
the EMBRAER 190 and EMBRAER 195 aircraft. KHI will continue producing the wing control surfaces and the main landing gear doors for these aircraft. However, the referred agreement does not cover the production of parts for the EMBRAER 170 and
EMBRAER 175 aircraft.

Executive Jets

The risk-sharing partners for our Legacy 600 and the Lineage 1000 are the same as those for our ERJ 145 jet family and EMBRAER 170/190 jet
family, respectively. The main risk-sharing partners for the Legacy 450/500 jet family are BMW Group, Honeywell, Rockwell Collins, Héroux-Devtek, Goodrich, B/E Aerospace and Parker and the main risk-sharing partners for the Legacy 650 include
Rolls-Royce and Honeywell. The risk-sharing partners for the Phenom 100 and Phenom 300 jets are Pratt & Whitney Canada, the supplier of the engines, Garmin, the supplier of the avionic systems, and Eaton Corporation, the supplier of
hydraulic systems.

Cash contributions for the development of the EMBRAER 170/190 jet family and our Phenom 100 and Phenom 300 aircraft

We have arrangements with our risk-sharing partners pursuant to which they have contributed to us, in cash, a total of
US$534.0 million through 2009. Cash contributions become nonrefundable upon the fulfillment of certain developmental milestones. The amount of US$466.3 million of these cash contributions had become nonrefundable through 2009. If we cancel the
production of the Phenoms 100/300 family or any aircraft in the EMBRAER 170/190 family, or if we cancel the development of the Legacy 450/500 family, because we are unable to obtain certification or for other nonmarket related reasons, we may be
obligated to refund US$67.7 million of the total cash contributions already received. The Phenom 100 and the Phenom 300 were certified in 2008 and 2009, respectively. The Legacy 500 executive jet is expected to enter into service between 2012 and
2013 and the Legacy 450 is expected to enter service one year after the Legacy 500. We generally do not need to refund these contributions as a result of insufficient market demand. We believe that these financial commitments are a strong
endorsement of our aircraft design and our ability to execute our business plan.

Customer Support and Services

Customer satisfaction is a critical to our success. Our goal is to best serve our customers and, with this goal in mind, we are constantly
seeking to support our customers and develop services for the enhancement of airline operations, the optimization of operating costs and the maximization of aircraft availability.

We have a worldwide presence with five regional units strategically positioned around the globe in order to provide us with greater
agility in the understandings of the needs and desires of our customers respecting the cultural diversity of the different regions where our customers are based. Our regional units are located as follows:



| |  |  | Fort Lauderdale, Florida, which supports our customers in North America;
| | - |  | ------------------------------------------------------------------------



| |  |  | Villepinte, France, which supports our customers in Europe, Africa and the Middle East;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Singapore, which supports our customers in the Asia Pacific region;
| | - |  | -------------------------------------------------------------------



| |  |  | Beijing, China, which supports our customers in China; and
| | - |  | ----------------------------------------------------------



| |  |  | São José dos Campos, Brazil, which supports our customers in Latin America.
| | - |  | ---------------------------------------------------------------------------



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All units mentioned above have the following infrastructure:



| |  |  | a spare parts distribution center;
| | - |  | ----------------------------------



| |  |  | technical and field support teams with field engineers and customer account managers;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | warranty and repair administration offices; and
| | - |  | -----------------------------------------------



| |  |  | sales services managers.
| | - |  | ------------------------

Our headquarters in São José dos Campos also offer the following services:



| |  |  | a customer support contact center available 24 hours a day, seven days a week;
| | - |  | ------------------------------------------------------------------------------



| |  |  | spare parts planning and material engineering;
| | - |  | ----------------------------------------------



| |  |  | technical support, know as the Embraer Fleet Technical Center;
| | - |  | --------------------------------------------------------------



| |  |  | flight operations support;
| | - |  | --------------------------



| |  |  | maintenance support engineering;
| | - |  | --------------------------------



| |  |  | business development;
| | - |  | ---------------------



| |  |  | technical publications development; and
| | - |  | ---------------------------------------



| |  |  | customer training.
| | - |  | ------------------

We train our customers pilots, flight attendants and mechanics, thereby guaranteeing the initial qualification needed in order to
operate and maintain our executive jets. We also provide maintenance training at our units and/or at our customers facilities using our own qualified instructors and certified training program. While providing flight operations training, we
use our preferred training provider, Flight Safety International, who provides training solutions on a global basis, with training centers located in North America, Europe and Asia-Pacific.

We established a spare parts pooling program that allows customers to exchange used parts for new or refurbished parts, in which 45
customers in 36 countries participate, covering a fleet of nearly 300 aircraft. In addition to this spare parts pooling program, our customer service programs cover from expendables vendor-managed inventory to tooling and ground support equipment
rental, and exchange programs for rotables. We also offer total support programs, such as the Life Time Program, a comprehensive coverage designed for pre-owned aircraft operators.

We also own and operate facilities for maintenance, repair and overhaul, or MRO, at (1) Nashville, Tennessee, (2) Alverca,
Portugal (called OGMA) and (3) Gavião Peixoto, Brazil.

We constantly monitor customer satisfaction levels and
keep open communication channels with them in order to understand customer needs and define the most appropriate actions for the continuous improvement of our customer support. To do so, we make use of the following tools and forums:



| |  |  | a customer satisfaction assessment performed monthly, which aims to develop action plans to allow us to provide effective responses to our clients;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a customer support satisfaction survey performed yearly in order to identify the competitive position of EMBRAER (in 2009 this survey was conducted
with the participation of 70 airlines);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specific action plans and commitments with each customer known as Customer Integrated Action Plan;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | teamwork and systematic identification of problems affecting us and our suppliers and customers;
| | - |  | ------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | periodic dedicated meetings at the customers headquarters;
| | - |  | -----------------------------------------------------------



| |  |  | the Embraer Operators Conferences that takes place yearly in the various regions where we have clients;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | a maintenance cost workshop that occurs yearly where operators share best maintenance practices and discuss cost reduction initiatives;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | events organized by customers, including the Operators Maintenance Forum and the European Customer Community Conference; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | forums for discussions in the web portal FlyEmbraer to foster the exchange of experiences among customers.
| | - |  | ----------------------------------------------------------------------------------------------------------

Aircraft Financing Arrangements

We generally do not provide long-term financing directly to our customers. Instead, we assist our customers in obtaining financing
arrangements from different sources, including capital providers such as leasing companies, commercial banks, capital markets and the BNDES. In addition, the current economic downturn, which has dried up many financing sources for aircraft
purchases, has required a higher level of involvement from manufacturers to help customers obtain financing for their aircraft purchases. As a response to the current credit shortage, we have been working together with customers to develop new
sources of funds, especially from nontraditional financiers. We are also looking for long-term relationships and expect to broaden the alternatives available to support our clients financing needs, therefore contributing to reduce the funding
gap caused by the current tight credit markets. For example, we have signed a memorandum of understanding with the Chinese leasing company, CDB Leasing Co., to support aircraft financing and leasing for our clients in a total amount of up to US$2.2
billion dollars.

Airlines may sometimes require short-term bridge financing prior to arranging long-term debt financing
because, for the airlines, a quick delivery of the aircraft may be crucial to access the markets and long-term funding may not be available for them at the time of delivery. On a case-by-case basis, we have provided interim financing, at market
rates, to customers who already have their financing arrangement structured or who are in the process of negotiating such arrangements.

The BNDES-eximsponsored Program, a Brazilian government program, provides Embraers customers with direct financing under
terms that are usually more attractive than those associated with customer financings from traditional commercial sources. In 2009, approximately 32% of our commercial aviation deliveries were supported by the BNDES, as compared to 14% in 2008 and
no such support in 2007. Embraers expectation is that the decline of funding availability from traditional sources (i.e., debt and lease financing) may be partially offset by financing from the BNDES to the airlines.

See Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerA downturn in commercial aviation may reduce our
sales and revenue, and, consequently, our profitability, in any given year and Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerBudgetary constraints of the Brazilian government could reduce amounts
available to our customers under government-sponsored financing programs.

Intellectual Property

Our intellectual property, which includes designs, trade secrets, know-how and trademarks, is important to our business. We hold
trademarks over our name and symbol and the names of our aircraft, some of which are registered and some of which are in the process of registration in a number of countries, including Brazil, the United States, Canada, Singapore, Hong Kong, China,
European Union and Japan. At December 31, 2009, we had 433 trademarks. Our registered trademarks are generally renewed at the end of their validity period, which usually runs from ten years from the date of application for registration. We do
not believe that the loss of any of our trademarks would have a material impact on our business or results of operations.



40



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##### Table of Contents

We develop our intellectual property in our research, development and production process.
Under the agreements we have with some of our suppliers and risk-sharing partners, they grant us access to information and technology necessary to better develop, manufacture and market our products.

We aim to protect our intellectual property rights resulting from investments in technical research and development and in the form of
invention, industrial design, brands or computer programs.

We hold patents relating to our manufacturing technology.
Currently, we hold registered patents from the appropriate registries in Brazil, the United States, the European Union, Russia, Japan and China in connection with aircraft interior design, including the patent for the seat leaning system used in the
Legacy 450/500 jet family. We require that our suppliers and risk-sharing partners respect the intellectual property rights of third parties, and we believe that we have the intellectual property rights necessary for our business and operations.

Government Regulation and Aircraft Certification

We are subject to regulation by regulatory aviation agencies, both in Brazil and abroad. These agencies principally regulate the
certification of aircraft and aircraft manufacturers. Besides certification in Brazil, we must obtain certification in each jurisdiction in which our aircraft operate commercially. The competent authority for the certification of our aircraft in
Brazil is the Agência Nacional de Aviação Civil(National Civil Aviation Agency), or ANAC, created in 2005 under the Ministry of Defense to regulate, supervise and certify aircraft, aircraft parts, manufacturers and
operations. The aviation authorities in other countries include the FAA in the United States, and the EASA for the European Union. Some countries simply validate and complement original certification of the Brazilian aviation authority or of the FAA
or the EASA, in accordance with their own rules. The Brazilian aviation authority has a bilateral certification agreement with the FAA under which the FAA certification requirements are covered by the Brazilian certification process. This
cooperation among regulatory authorities leads to faster certification.

Once an aircraft is certified by the Brazilian
aviation authority and FAA, some authorities, such as those in Australia and Mexico, may ratify the product certification. Other countries, such as Canada, require compliance with their own specific national requirements before certification. In
Europe, since September 2003, EASA has become the regulatory authority for the EASA member countries, including Germany, Italy, France, the United Kingdom, Spain and the Netherlands. Most of the remaining non-EU countries, such as Switzerland, still
operate under the rules of the JAA. The JAA is not a certification authority, but rather an advisory aviation organization that makes recommendations to the EASA.

Aircraft certification is an ongoing process. Any change in the design of any of our aircraft must be approved by the Brazilian aviation
authority. Significant changes may require a separate certification by other authorities. Changes in the aircraft certification requirements do not require recertification of an aircraft already certified, but significant safety improvements may be
imposed by the authorities through operational rules or airworthiness directives.

The certification history of our aircraft
is as follows:



| |  |  | The ERJ 145 was certified to operate in the United States and Brazil in the last quarter of 1996, Europe in the second quarter of 1997, Australia in
June 1998 and, for the LR version, China in November 2000.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The ERJ 145 XR version was certified by the Brazilian aviation authority in August 2002 and the FAA in October 2002.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | The ERJ 135 was certified by the Brazilian aviation authority in June 1999, the FAA in July 1999 and the European aviation authority in October 1999.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The ERJ 140 was certified by the Brazilian aviation authority in June 2001 and the FAA in July 2001.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | The Legacy 600 executive jet was certified by the Brazilian aviation authority in December 2001, the JAA in July 2002 and the FAA in August 2002.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



41



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##### Table of Contents

| |  |  | The EMBRAER 170 was certified by the Brazilian aviation authority, the FAA, the JAA, EASA and the authority of Poland in February 2004, and deliveries
of the EMBRAER 170 began in March 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The EMBRAER 175 was certified by the Brazilian aviation authority in December 2004, EASA in January 2005, TCCA, the Canadian certification authority,
in July 2005 and the FAA in August 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The EMBRAER 190 was certified by the Brazilian aviation authority in August 2005, the FAA in September 2005 and EASA in June 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The EMBRAER 195 was certified by the Brazilian aviation authority in June 2006, EASA in July 2006 and the FAA in August 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | The Phenom 100 executive jet was certified by the Brazilian aviation authority and the FAA in December 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | The Lineage 1000 executive jet was certified by the Brazilian aviation authority, the FAA and EASA in December 2008.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | The Phenom 300 was certified by the Brazilian aviation authority in December 2009.
| | - |  | ----------------------------------------------------------------------------------

Seasonality

No material
portion of our business is considered to be seasonal in any material respect.



|4C. | Organizational Structure
|--- | ------------------------

Our operations are conducted by Embraer-Empresa Brasileira de Aeronáutica S.A. as the controlling and principal operating company.
We have a number of direct and indirect subsidiaries, none of which are considered significant. A complete list of our subsidiaries is filed as Exhibit 8.1 to this annual report.



|4D. | Property, Plant and Equipment
|--- | -----------------------------

We own our headquarters and plant, located in São José dos Campos. Significant portions of our facilities in São
José dos Campos are subject to mortgages held by the IFC  International Finance Corporation. We lease, own or have the right to use the following properties:



|                                                   |  |                                                              |  |                           |  |              |  |                     
|-------------------------------------------------- |  | ------------------------------------------------------------ |  | ------------------------- |  | ------------ |  | --------------------
|Location                                           |  | Purpose                                                      |  | ApproximateSquare Footage |  | Owned/Leased |  | LeaseExpiration     
|São José dos Campos, SP, Brazil                    |  | Headquarters, principal assembly facility and support center |  | 5,902,102                 |  | Owned        |  |                    
|                                                   |  |                                                              |  |                          
|São José dos Campos, SP, Brazil
(Eugênio de Mello) |  | Assembly facility                                            |  | 3,658,884                 |  | Owned        |  |                    
|                                                   |  |                                                              |  |                          
|Botucatu, SP, Brazil                               |  | Assembly facility                                            |  | 222,000                   |  | Owned        |  |                    
|                                                   |  |                                                              |  |                          
|Harbin, China                                      |  | Assembly facility                                            |  | 258,067                   |  | Owned(1)     |  |                    
|                                                   |  |                                                              |  |                          
|Gavião Peixoto, SP, Brazil                         |  | Testing and assembly facilities                              |  | 191,648,512               |  | N/A(2)       |  |                    
|                                                   |  |                                                              |  |                          
|Alverca, Portugal                                  |  | Aircraft maintenance and support center                      |  | 417,000                   |  | Leased       |  | 2035                
|                                                   |  |                                                              |  |                          
|São Paulo, SP, Brazil                              |  | Administrative offices                                       |  | 5,245                     |  | Leased       |  | 2012                
|                                                   |  |                                                              |  |                          
|Fort Lauderdale, Florida                           |  | Support center                                               |  | 91,500                    |  | Leased       |  | 2030                
|                                                   |  |                                                              |  |                          
|Nashville, Tennessee                               |  | Aircraft maintenance and support center                      |  | 316,128                   |  | Leased       |  | 2018(revewable 2028)



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|                           |  |                                                                                      |  |                           |  |                                                                   |  |                                      
|-------------------------- |  | ------------------------------------------------------------------------------------ |  | ------------------------- |  | ----------------------------------------------------------------- |  | -------------------------------------
|Location                   |  | Purpose                                                                              |  | ApproximateSquare Footage |  | Owned/Leased                                                      |  | LeaseExpiration                      
|Le Bourget, France         |  | Aircraft maintenance and support center                                              |  | 33,500                    |  | Leased                                                            |  | 2010(3)                              
|                           |  |                                                                                      |  |                          
|Villepinte, France         |  | Representative offices and support center                                            |  | 70,202                    |  | Leased                                                            |  | 2014                                 
|                           |  |                                                                                      |  |                          
|Beijing, China             |  | Representative offices                                                               |  | 3,444                     |  | Leased                                                            |  | 2013                                 
|                           |  |                                                                                      |  |                          
|Singapore                  |  | Representative offices                                                               |  | 2,303                     |  | Leased                                                            |  | 2013                                 
|                           |  |                                                                                      |  |                          
|Mesa, Arizona              |  | Aircraft maintenance and support center                                              |  | 46,500                    |  | Land is leased.Buildings areleaseholdimprovementsowned by Embraer |  | 2026(renewable 2036)                 
|                           |  |                                                                                      |  |                          
|Windsor-Locks, Connecticut |  | Aircraft maintenance and support center                                              |  | 46,500                    |  | Land is leased.Buildings areleaseholdimprovementsowned by Embraer |  | 2026(renewable 2036)                 
|                           |  |                                                                                      |  |                          
|Fort Lauderdale, Florida   |  | Aircraft maintenance and support center                                              |  | 54,00                     |  | Land is leased.Buildings areleaseholdimprovementsowned by Embraer |  | 2030(renewable 2035)                 
|                           |  |                                                                                      |  |                          
|Melbourne, Florida         |  | Assembly facility (under construction)                                               |  | 181,000                   |  | Land is leased.Buildings areleaseholdimprovementsowned by Embraer |  | 2038(renewable 2058)                 
|                           |  |                                                                                      |  |                          
|Dallas, Texas              |  | Training center for pilots and aircraft maintenance personnel                        |  | 8,564                     |  | Leased                                                            |  | 2022                                 
|                           |  |                                                                                      |  |                          
|Burgess Hill, UK           |  | Training center for pilots and aircraft maintenance personnel                        |  | 8,500                     |  | Leased                                                            |  | Contract beingfinalized.             
|                           |  |                                                                                      |  |                          
|Evora, Portugal            |  | Manufacturing facility for metallic aeronautical structures (under construction)     |  | 964,511                   |  | Owned                                                             |  |                                     
|                           |  |                                                                                      |  |                          
|Evora, Portugal            |  | Manufacturing facility for aeronautical structures in composite (under construction) |  | 1,519,832                 |  | Owned                                                             |  |                                     
|                           |  |                                                                                      |  |                          
|Dublin, Ireland            |  | Administrative offices                                                               |  | 220                       |  | Leased                                                            |  | Renegotiation oflease beingfinalized.



|(1) | The land is owned pursuant to a land use rights certificate.
|--- | ------------------------------------------------------------

|(2) | We currently have a temporary authorization from the State of São Paulo to use the land and expect to receive a concession for the land as soon as legal
formalities are satisfied. The facilities are owned by Embraer.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Expires in December 2010.
|--- | -------------------------

Our
total disbursements in capital expenditures related to property, plant and equipment were equal to US$208.9 million in 2007, US$235.0 million in 2008 and US$103.8 million in 2009. These investments are related mainly to construction of facilities,
improvements to our plant and production facilities and modifications for the



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production of new aircraft models. In 2010, we expect disbursements in capital expenditures related to property, plant and equipment to total approximately US$140 million, which will be primarily
related to (1) improvements for our existing facilities, including to the Phenom 100 and Phenom 300 assembly lines, (2) the construction of the Melbourne, Florida plant, which was started in May 2008, (3) the construction of two
plants in Evora, Portugal, which was started in July 2008, and (4) investments related to the development of technology, particularly in the robotics infrastructure of our Botucatu plant.

Under U.S. GAAP, our capital expenditures related to property, plant and equipment are recorded as a non-current asset in our balance
sheet.

Production

The actual manufacture of an aircraft consists of three principal stages: fabrication of primary parts, assembly of major components and
final assembly. Primary parts include metal sheets and plates (produced from die-cast molds, stretch forming or various chemical treatments), parts produced using computerized and non-computerized machines, and prefabricated parts. The primary parts
are then joined, or mated, with one another to produce the aircrafts major components, which are in turn joined to create the aircrafts basic structure. In the final assembly stage, the aircrafts various operating systems (such as
wiring and electronics) are installed into the structure and tested.

Production facilities for our commercial, executive and
defense aircraft are located in São José dos Campos in the State of São Paulo, Brazil. We reduced the aircraft production time of aircraft in the ERJ 145 family from eight months in 1996 to 3.1 months in 2004. From
December 31, 1999 to December 31, 2000, we increased our production from 12 to 16 ERJ 145 family aircraft per month. At March 31, 2001, our production rate was 16 aircraft per month. In response to decreased market demand after the
September 11, 2001 terrorist attacks and the related global economic slowdown, we decreased our production to 11 aircraft per month and, in 2005, decreased it further to nine aircraft per month.

Production time for our EMBRAER 170 aircraft has been reduced from approximately seven months at the beginning of its production in March
2004 to approximately four months at the end of 2005. We have the flexibility to increase production in the future in response to increased demand. We achieved the production rate of 14 aircraft per month at the end of 2008 for the EMBRAER 170/190
jet family, due to the reorganization of some industrial processes, and the implementation of a third shift in our workforce. In addition, in June 2006, we entered into an agreement with KHI and KAB, pursuant to which we began assembling the wings
of the EMBRAER 190 and EMBRAER 195 aircraft in order to meet demand for these types of aircraft. See Item 4B. Information on the CompanyBusiness OverviewCommercial Aviation BusinessProductsEMBRAER 170/190 Jet
Family.

To accommodate our production of the ERJ 145 regional jet family and our EMBRAER 170/190 jet family, as well as
any production of our executive jets, we have expanded our production facilities and acquired new facilities and will continue to coordinate with our risk-sharing partners to accommodate any future production needs. We built a new facility in
Gavião Peixoto, in the State of São Paulo, Brazil, to enhance our flight-testing capabilities and provide a final assembly line for our defense aircraft and of our executive jets. This facility has been operational since November 2002
and consists of a test runway and other features to handle the assembly of our defense programs, an MRO facility, and the Phenoms production hangar in Gavião Peixoto. We are also conducting our flight tests for the EMBRAER 170/190 jet
family and have a fully operational executive jet interior factory at Gavião Peixoto. In September 2000, we purchased a new facility in São José dos Campos in the State of São Paulo, Brazil, where we currently manufacture
small parts and components for our aircraft. Our China joint venture has constructed a production facility for the ERJ 145 jet family in Harbin, China.

Environmental Matters

Most environmental regulation in Brazil is established at the state rather than at the federal or municipal level, with environmental
authorities in most states granting operating permits to individual facilities rather than through general regulations. We have all material permits required to operate our business. The terms of these operating permits are reviewed every year and,
as of March 31, 2010, we were in compliance with our permits. In addition, we adhere internally to international ISO 14000 environmental standards. In 2007, 2008 and 2009, we invested US$5.1 million, US$5.6 million and US$4.5 million,
respectively, in environmental matters and we expect to spend approximately US$4.0 million on environmental matters in 2010 for the construction of new facilities and modification of existing facilities relating to environmental compliance and
improvements.

For information on how climate change may affect our commercial aircraft segment, see Item 5A. Operating
and Financial Review and ProspectsOperating ResultsCommercial Aircraft.



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OGMA

During the process of due diligence prior to the acquisition of OGMA, we identified some industrial processes that did not meet
environmental and occupational safety standards. As part of the negotiations, it was agreed with Empresa Portuguesa de DefesaEMPORDEF(Portuguese Defense Company), the seller, that (1) Embraer would spend 1.9 million,
the amount estimated by the parties to be the amount necessary to bring the industrial processes into environmental and occupational safety compliance over a three-year period, (2) the seller would indemnify OGMA for any losses due to
environmental claims over the same three-year period, (3) Embraers liability for pre-acquisition environmental claims would be limited to 4.1 million, and (4) any liability for other pre-acquisition environmental and
occupational safety claims in excess of 4.1 million would be paid by the seller.

Insurance

We insure all of our plants and equipment for loss and replacement. We also carry insurance to cover all potential damages to our own
fleet of aircraft, including those occurring during commercial and demonstration flights. In addition, we maintain a comprehensive aviation products liability policy, which covers damages arising out of the manufacture, distribution, sale and
servicing of our aircraft and parts. We also carry natural disaster and business interruption insurance covering property damage and the related loss of gross income, as defined in the policy, and additional expenses, such as those incurred by us to
offset the loss of production and delivery of aircraft due to partial or total interruption of our business because of material losses caused by an accident. We consider the amounts of our insurance coverage to be typical for a company of our size
and adequate to meet all foreseeable risks associated with our operations.

We also maintain officers and
directors liability insurance in the total amount of US$100 million. This insurance covers our officers and directors for liabilities resulting from wrongful acts, including any act or omission committed or attempted by any officer or director
acting in his or her capacity as officer or director or any matter claimed against an officer or director solely by reason of his or her serving in such capacity.



|ITEM 4.A | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

We have no unresolved staff comments.



|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------

This discussion should be read in conjunction with our audited consolidated financial statements and notes thereto and other financial
information included elsewhere in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a
result of various factors, including, without limitation, those set forth in Item 3D. Risk Factors and the matters set forth in this annual report generally.

Except as otherwise indicated, all financial information in this annual report has been prepared in accordance with U.S. GAAP and
presented in U.S. dollars. For certain purposes, such as providing reports to our shareholders located in Brazil, filing financial statements with the CVM, and determining dividend payments and other distributions and tax liabilities in Brazil, we
have prepared and will continue to be required to prepare financial statements in accordance with the Brazilian GAAP.



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|5A. | Operating Results
|--- | -----------------

Current Conditions
and Future Trends in the Commercial Airline Industry and Executive Jet Market

The following discussion is based largely upon our
current expectations about future events, and trends affecting our business, actual results for our industry and performance could differ substantially. See IntroductionSpecial Note Regarding Forward-Looking Statements. For factors
which could affect our industry in the future and our own future performance, see Item 3D. Key InformationRisk Factors.

Commercial Aircraft

The fundamental drivers of air travel growth are a combination of economic growth and the increasing propensity to travel due to increased
trade, globalization and improved airline services driven by liberalization of air traffic rights between countries. Despite the current market uncertainties, we believe that from 2009 to 2028 world air travel demand should grow an average of 4.5%
to 5% per year in terms of passenger kilometers flown. We believe that the air transportation industry will tend to recover gradually after the end of the current economic crisis, and that the long-term growth trend may be restored. However,
the current global economic downturn reduced the global demand for air travel, causing financial difficulties for some major commercial airlines, including certain of our customers. In turn, this caused a reduction in the demand for commercial
aircraft, including those manufactured by Embraer. In addition, the current global economic downturn resulted in a credit shortage that might impair the ability of commercial airlines, including certain of our customers, to finance their aircraft
acquisition (see Item 4B. Information on the CompanyBusiness OverviewAircraft Financing Arrangements).

We expect China to lead growth in air travel in the next 20 years in terms of passenger kilometers flown, with an average annual rate of
around 7%, followed by Latin America, Russia and the Commonwealth of Independent States. We expect that demand in Asia and Africa will grow around 5%, and that growth in the European and North American markets will stay below 4%, in all cases in
terms of passenger kilometers flown.

In North America, airlines have operated in a difficult environment of reduced demand
and lower yields, generating negative financial results. Main strategies have been focused on cost reductions, increased productivity and improved efficiency through better match of market demand with more adequate aircraft capacity. We believe that
airlines are cautiously optimistic, even though industry revenue is expected to decline, mainly due to the reduction in demand. Regional airlines continue to provide essential hub feeder and capacity adjustments to network carriers. Low-cost
airlines are no longer increasing their share in the domestic market as fast as in the past, mainly because of weaker economic and market demand scenarios.

In Europe, revenue environment will remain under pressure as a result of the economic scenario. Regional carriers are supporting network
airlines adjustments of capacity and frequency of services by replacing larger aircraft. Environment, noise and greenhouse gas emissions issues are expected to dominate the regulatory agenda and will shape the development of new technologies
in European air transportation. Aviation industry will be subject to the Emissions Trade System, or ETS, and to the imposition of potential green taxes which tend to be implemented under more stringent regulatory measures. Airlines are
expected to replace aging aircraft to avoid green taxes.

Despite current uncertainties concerning the short-term outlook of
the commercial aviation industry, we believe that passenger demand in the Latin American air transport industry remains positive, led mainly by Brazil and Mexico. Airlines have introduced more fuel-efficient and right-sized aircraft in order to
expand the intra-regional aviation system. More regional integration is increasing the demand for smaller-capacity aircraft to operate on medium- and low-density markets.

In the Asia-Pacific region, airlines are suffering with the decrease in international passenger and cargo demand due to the economic
crisis. The Asia-Pacific fleet is still comprised mainly of high-capacity narrow-body aircraft, which restricts adequate deployment to medium- and low-density markets. Liberalization policies in some sub-regions tend to encourage the development of
intra-regional air transport, which may generate major opportunities for regional aviation in the coming years.



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In China, airlines have been affected by the economic growth slowdown, which reduced market
demand in the air transport industry. The Chinese air transport industry is mainly concentrated in high-capacity aircraft, which do not have the adequate capacity to serve most of the medium- and low-density markets properly. Nevertheless, the
Chinese government is implementing new policies to promote a greater regional aviation development.

In the Middle East
increased air transport demand is mainly due to the expansion of long-haul international services. The intra-regional aviation system is being developed in order to support regional integration and feed international flights.

Air transportation in Africa is characterized by a regulated environment, aging fleet, lack of infrastructure and financial resources,
resulting in poor connectivity in the intra-regional system. Nonetheless, as a result of liberalization in some countries, some airlines are introducing new aircraft and expanding their intra-regional system, which helps support the regional
aviation development.

The Commonwealth of Independent States air transport industry is diverse, consisting of aged fleets
belonging to several small, state-owned airlines. In Russia, import taxes represent a significant barrier for airlines that intend to renew their fleet with Western aircraft. Airline consolidation is in progress in the region and is focused on the
improvement of air transport system efficiency. Opportunities for regional aviation rely on the replacement of the huge, old and inefficient Soviet fleet.

We estimate a global demand for around 6,000 jets in the 30- to 120-seat-capacity category over the next 20 years, which may generate
global sales of new aircraft of around US$200 billion. We believe 30- to 60-seat-capacity category has reached maturity, but will remain the backbone of the North American hub-feeding system and will support the regional aviation development in some
other world regions, such as Russia, the Commonwealth of Independent States, Mexico, Africa and South America.

The 61- to
120-seat capacity category will continue to help airlines match aircraft capacity to market demand with improved service levels, through the right-sizing of low load factor narrow-body flights. In addition, the jets in this category tend to replace
older jets, expand into new markets and support the natural growth of regional airlines on high-demand routes operated by smaller jets.

We believe that fuel emission is becoming one of the main drivers of airline fleet decisions and will influence future aircraft
developments. We estimate that more than 700 units of the current 30- to 120-seat fleet in service are over 20 years old, and should soon be replaced by new jets, such as Embraers commercial aircraft, with a view to reducing the impact of such
emissions on the environment.

Executive Aircraft

Market Overview

The
global economic crisis has rapidly and severely affected the executive aviation market since the last quarter of 2008. The decreasing buying power of companies and individuals, the large inventory of pre-owned jets for sale, the shrinking number of
financing sources and the restricted financing conditions were the facts that marked 2009 as representing a reversal of the growth cycle that began in the five prior years.

Charters and fractional ownership providers, which have grown considerably in 2006 to 2007, are now suffering the effects of the global
economic crisis. The FAA data regarding fractional utilization in the U.S. shows that total operations were down more than 30% in the first half of 2009 on a year-over-year basis. Honeywell estimates the fractional segment took only 21 new jets
through the third quarter of 2009, down 76% from 2008 levels.

In October 2009, the U.S. government reported gross domestic
product, or GDP, to have risen close to 3% in the third quarter of 2009, suggesting that the recession was starting to slow down in the third quarter of that year (or shortly before that) following four negative quarterly growth rates for GDP.
Nevertheless, there is risk of a new downward spiral following a period of short-lived recovery, once the government cuts back on its fiscal stimulus programs.



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In February 2009, the General Aviation Manufacturers Association reported that the industry
delivered 870 business jets in 2009 (25% less than the previous years output), equivalent to US$17.2 billion in 2009. This figure is 23% lower than in 2008. We believe that this current downturn will persist in 2010. A high number of order
cancellations may continue to occur, which should lead to further reduction of deliveries in 2010 and 2011. We believe a recovery in the executive jet segment will begin in 2011/2012, and, as a result, executive jets manufacturers will continue to
adjust production capacity and product pricing throughout 2010.

We estimate that the global executive aviation market between
2010 and 2019 will be valued at approximately US$190 billion (similar to Embraers 2009 projections, though more conservative in the short-term).

According to our post-crisis market perspective, compound annual revenue growth for the executive jet segment from 2010 to 2019 is
expected to reach 4.2%. In terms of units delivered, growth expectancy will reach 4.8%, which is higher than our last years 0.9% forecast, due in part to the fact that in comparison to an unusually low year (2009) for deliveries, growth
in 2010 delivery levels will seem substantial.

Since 2005, the industry has witnessed an increase in the participation of
nontraditional markets (i.e., outside the U.S. and Western Europe) in overall sales levels. Recently, some manufacturers have registered 70% of orders coming from outside the U.S. market. However, due to the overall downturn in emerging
economies caused by the global economic crisis, we anticipate that the steep reduction in sales of executive aviation in the U.S. will not be offset by the growth of demand in nontraditional markets. Revenue from non-U.S. orders is believed to
account for 52% of total industry revenue during the next ten years, representing an increase of three percentage points from our last years estimate.

Latin America, Asia-Pacific and China are expected to show the highest growth-rates in deliveries in the medium-to-long terms. Lighter
jets categories have generally been well accepted, particularly in Latin America, as they are more suitable to local needs. Thus, we believe that sales of light and entry-level jets will be key to sustaining the expected growth in Latin America.
While the Latin American growth stems mainly from substitution of the turboprop fleet, we believe that Asian growth rates will be sustained by the regions economic performance and by the prospect of diminishing regulatory and fiscal barriers,
which, until now, have dampened demand. These factors should favor demand for aircraft with larger cabins and longer ranges within the region.

Although China has experienced a recent growth in demand based on overall strong economic performance in the region, the tight government
control over air space and the lack of a sufficient civilian airport infrastructure are still major hurdles that we believe will continue to hamper the Chinese executive aviation market in the short-and medium-terms.

Our Executive Aircraft

Overview

We continued to make solid progress throughout 2009, achieving important milestones in each program of our product portfolio and advancing
in the development of our integrated solutions for the executive aviation market.

Since launching the Phenom 100, Phenom 300
and Lineage 1000, we have continued to evaluate and explore opportunities in the executive aviation market. In April 2008, we formally launched the mid-light Legacy 450 jet and the mid-size Legacy 500 jet. The Legacy 450/500 jets will be positioned
in our executive jets portfolio between the Phenom 300 and the Legacy 600. In 2009, we presented the new Legacy 650, a large executive jet that will be positioned in our executive jet portfolio between the Legacy 600 and the Lineage 1000.

Although industry sales activity has suffered a notable freeze since the fourth quarter of 2008 and several cancellations
were experienced, the Phenom executive jets family maintained the number of firm contracts to over 750 aircraft during 2009. In addition, since the beginning of its program, we have sold over 20 Lineage 1000 jets around the world and in 2009
delivered 18 Legacy 600 jets. As Embraer continues to introduce new products in the executive jet market, the total number deliveries in this segment is expected to continue to increase in upcoming years.



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Legacy 600 and Legacy 650

In October 2009, we presented the new Legacy 650 jet, during a press conference at the
62ndAnnual Meeting and Convention of the National
Business Aviation Association, in Orlando, Florida. The large executive jet category Legacy 650 is based on the successful platform of the super midsize Legacy 600, and will have a longer range for up to 14 passengers. The Legacy 650 will fly up to
3,900 nautical miles nonstop with four passengers, or 3,800 nautical miles with eight passengers, meaning approximately 500 nautical miles farther than the Legacy 600.

This significant increase in range was accomplished through extensive airframe modifications, such as reinforced
wings and landing gear, larger fuel capacity, and new highly efficient and more powerful Rolls-Royce AE 3007A2 engines. Honeywells new Primus
EliteTMavionics suite will equip the Legacy 650 and
future Legacy 600s. The Legacy 650 achieved these results while maintaining the same comfortable and functional interior of the Legacy 600, with its three distinct cabin zones and spacious galley, as well as the largest in-flight accessible baggage
compartment of any executive jet. Cabin noise levels were reduced with a state-of-the-art sound insulation package and the high-speed Internet data link has been upgraded to Inmarsats SwiftBroadband System. Important city pairings now possible
for this large business jet are London to New York; Dubai to London or Singapore; Miami to São Paulo; Singapore to Sydney; or Mumbai to central Europe. Two efficient Rolls-Royce AE 3007A2 engines power the Legacy 650. In addition to its
longer range, the Legacy 650 has outstanding performance capabilities in hot and/or high destinations, such as Dubai, Aspen, Telluride and Toluca (Mexico). La Paz (Bolivia) also becomes a viable destination for the Legacy 650, due to the High
Altitude Landing and Takeoff capability that allows the aircraft to operate out of airports at elevations of up to 13,800 feet. The Honeywell Primus Elite avionics system has the powerful graphics that only liquid crystal displays (LCD) can
deliver.

The successful first flight of the Legacy 650 took place on September 23, 2009, at Embraers flight test
facility in the Gavião Peixoto facility located in the state of São Paulo, Brazil. The second Legacy 650 first flew on September 24, 2009 in São José dos Campos, Brazil. Both aircraft have begun their flight test
campaigns, and certification is expected for the second half of 2010.

The Legacy 600 has entered its eighth year of
production and still has broad market acceptance, mainly among customers in Europe. The aircraft also has a good acceptance in the Middle East with a fleet of 23 aircraft spread within the region.

In June 2009, we delivered in São José dos Campos, Brazil, the
1,100thaircraft derived from the ERJ 145 jet family. The
airplane in question was a Legacy 600 executive jet, a model which has reached over 180 deliveries to 25 countries since entering service in 2002. Based on the bestselling platform of the ERJ 145 regional jet, with nearly 900 jets delivered to
airlines worldwide since 1996, the Legacy 600 has become increasingly popular with private owners, charter operators, corporations and governments. The Legacy 600 shares important qualities with our regional jet platform, including low fuel
consumption, reduced operating costs, ease of maintenance and outstanding reliability. It is customized for the needs of the executive aviation market with a range of 3,400 nautical miles, top quality interior finishing, three distinct cabin zones,
excellent comfort and global assistance at dedicated executive jet service centers.

Legacy 600 deliveries declined from 33
units in 2008 to 18 units in 2009 due to the global economic downturn. With a fleet of more than 180 jets in 24 countries, the Legacy 600 holds a 15% market share in the super midsize category.

Legacy 450 and Legacy 500

An estimated US$750 million is expected to be invested overall in fixed assets, research and development for the new Legacy 500 and Legacy
450 models. The Legacy 500 executive jet is expected to enter into service between 2012 and 2013 and the Legacy 450 is expected to enter service one year after the Legacy 500. We believe that these two aircraft programs will help strengthen our
position in the market and set our portfolio as one of the most comprehensive of the executive aviation industry.

In May
2009, Embraer selected Honeywell to be the supplier of the Audio/Video and Cabin Management System for the Companys midlight Legacy 450 and midsize Legacy 500 executive jets. Honeywells Ovation®Select Cabin Connection Suite
provides a vivid high-definition audio/video experience and a fully digital cabin management solution with intuitive controls and state-of-the-art features.



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Also in May 2009, we announced, during a press conference at the ninth European Business
Aviation Conference and Exhibition, that the midlight Legacy 450 and midsize Legacy 500 executive jet programs have completed the Joint Definition Phase, which began in July 2008 and involved over 100 engineers from key system suppliers, as well as
Embraers own staff.

Phenom 100 and Phenom 300

In July 2009, Phenom 100 received the type certificate from Australias Civil Aviation Safety Authority. This certification is in
addition to the Phenom 100s approvals from the ANAC and the FAA in December 2008 and the EASA, in April 2009.

The first
two Phenom 100 units were delivered in December 2008 to U.S. customers and an additional 97 of these aircraft were delivered during 2009, of which 93 were delivered to executive aviation customers and four to defense aviation customers.

In March 2009, we signed our first Phenom 100 individual owner Embraer Executive Care contract in the United States. Embraer began
deliveries of the first units of the entry level Phenom 100 executive jet in Brazil at the end of June 2009. The first customers to receive the aircraft were Algar Aviation from Uberlândia, Minas Gerais, to be used for its charter operations;
Wellborn Participações from Londrina in the state of Paraná; and Locar Guindastes e Transportes Intermodais from São Paulo in the state of São Paulo.

In December 2009, Embraer received the type and production certificates for its Phenom 300 executive jet from the ANAC in a ceremony held
at Embraers headquarters, in São José dos Campos. The FAA type certificate for the Phenom 300 was also issued in December 2009. The Phenom 300s maximum range, originally designed to be of 1,800 nautical miles, has been
extended to 1,971 nautical miles with six occupants, all in compliance with minimum remaining fuel reserves requirements set forth by the Instrument Flight Rules of the National Business Aviation Association. Runway performance also significantly
improved over the initial targets. Takeoff field length at maximum takeoff weight is now 3,138 feet, considerably better than the original expected 3,700 feet, while landing distance at maximum landing weight improved to 2,621 feet, or 329 feet
shorter than the targeted 2,950 feet.

The first Phenom 300 was delivered at the Companys headquarters on
December 29, 2009 to Executive Flight Services, a wholly-owned aircraft management subsidiary of Executive AirShare, which received the aircraft on behalf of an undisclosed customer. Embraer has begun delivering its Phenom 300 executive jet
just one year after the first Phenom 100 customers received their aircraft.

Lineage 1000

In January 2009, the Lineage 1000 received the Type Certificate and the Supplemental Type Certificate from the FAA. This ultra-large jet
was also awarded type certification from the ANAC and the EASA in December 2008. The Lineage 1000 has exceeded development targets. Tests conducted with the Lineage 100 demonstrated that its initially projected range has been surpassed by
approximately 5%, which will result in lower operating costs and, as a consequence, should allow a better market penetration for the Embraers ultra-large model.

Launched in May 2006, the Lineage 1000 is the largest and most refined executive jet in Embraers portfolio. The aircraft is based
on the EMBRAER 190 commercial jet, which was certified in August 2005. The Lineage 1000 represents the fourth family of our executive jets, and currently operates in 35 countries and has flown more than 2.2 million hours. In 2009, we delivered
five Lineage 1000 aircraft: three to our executive aviation customers and two to our defense customers.

Customer Service
Centers Network for the Executive Aviation

We have developed our customer support and services structure in the latest
years to enhance our customers satisfaction in operating our executive jets. In 2009, we completed several achievements, including our certification of three new authorized service centers in India, the United Arab Emirates and Canada.



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We have also celebrated the first anniversary of our Executive Jets Service Center at Le
Bourget Airport in France, which received in July 2009 the EASA certification to perform maintenance services on the Phenom 100 jet. We have also celebrated the first year of operations of our two newest U.S. executive jets maintenance, repair and
overhaul centers in Mesa, Arizona, and Fort Lauderdale, Florida.

We have reinforced our partnership with Falcon Aviation
Services, of Abu Dhabi by signing an agreement to extend its maintenance capabilities to the ultra-large Lineage 1000 executive jet.

In August 2009, we announced our new Customer Support Contact Center dedicated to executive jets and offering complete and timely
assistance for their operational, technical and maintenance needs. The initiative had already been operating for North American Phenom 100 customers since December 2008, and was expanded to offer worldwide support for all Embraer executive jet
models. This Customer Support Contact Center is based at Embraers headquarters, in São José dos Campos. Its priority is to minimize downtime, from the customers first contact to the final solution, by quickly and
efficiently applying appropriate resources to critical needs, thus assuring that customers have expert assistance anywhere in the world.

Embraers executive jets customer support and services structure is ready for the Phenom 300s entry into service and to
support operations of the Phenom 100, the Legacy 600, the Legacy 650 and the Lineage 1000 operations. The Embraer executive jets service centers network currently consists of six owned centers and more than 30 authorized service centers worldwide.

Brazilian Economic Environment

The current economic crisis, including the events negatively affecting the commercial airline industry and the ensuing negative effects on
the U.S. economy, have adversely affected the global and Brazilian economies and securities markets, and have resulted in:



| |  |  | increased volatility in the market price of securities;
| | - |  | -------------------------------------------------------



| |  |  | significant decline in corporate earnings estimates;
| | - |  | ----------------------------------------------------



| |  |  | substantial losses in important industries, including the air transport and insurance industries; and
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | significant erosion of consumer confidence.
| | - |  | -------------------------------------------

As discussed below, any uncertainty surrounding the U.S., Brazilian and global economies could result in the Brazilian government
changing existing laws or regulations or imposing new ones, and/or the Central Bank changing base interest rates, which could adversely affect our operations.

The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and
regulations. The Brazilian governments actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency
devaluations, capital controls and limits on imports. For example, the Brazilian government has the authority, when a serious imbalance in Brazils balance of payments occurs, to impose restrictions on the remittance to foreign investors of the
proceeds of their investments in Brazil and on the conversion of Brazilian currency into foreign currencies. Changes in Brazils monetary, credit, tariff and other policies could adversely affect our business, as could inflation, currency and
interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian governments response to such developments.

Rapid changes in Brazilian political and economic conditions that have occurred and may occur in the future will require a continued
assessment of the risks associated with our activities and the adjustment of our business and operating strategy accordingly. Future developments in Brazilian government policies, including changes in the current policy and incentives adopted for
financing the export of Brazilian goods, or in the Brazilian economy, over which we have no control, may have a material adverse effect on our business.



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Brazilian economic conditions may also be negatively affected by economic and political
conditions elsewhere, particularly in other Latin American and emerging-market countries. Although economic conditions in such countries may differ significantly from economic conditions in Brazil, the reaction of investors to developments in such
countries may have an adverse effect on the market value of securities of Brazilian issuers. For example, the recent uncertainty in the economies of U.S. and other OECD countries has caused a retraction of credit on a worldwide basis, significant
volatility in the international capital markets (including Brazil) and diminished investor interest in securities of Brazilian issuers, including ours. Crises in other emerging-market countries also have at times significantly affected the
availability of credit in the Brazilian economy and resulted in considerable outflows of funds and declines in the amount of foreign currency invested in Brazil.

In 2004, Brazils GDP increased 5.2% to US$559.6 billion and the country achieved a trade surplus of US$33.7 billion. Inflation in
2004, as measured by the IGP-M, was 12.4%. Interest rates continued to be maintained at high levels, with the rates for Certificados de Depósito Interbancário (Interbank Certificates of Deposit), or CDI, averaging 16.2% in 2004.

Given the positive 2004 results, investor confidence continued to be strong in 2005. The real appreciated by 8.1% and
11.8% against the U.S. dollar in 2004 and 2005, respectively, to R$2.3407 per US$1.00 at December 31, 2005. In 2005, Brazils GDP increased 3.1% to US$734.4 billion and the country achieved a record trade surplus of US$44.8 billion.
Inflation in 2005, as measured by the IGP-M, was 1.2%. Interest rates continued to be maintained at high levels, with the CDI averaging 19.1% in 2005.

According to the Central Bank, in 2006 the GDP grew only 2.7% primarily as a result of high interest rates. Also in 2006, the real
appreciated 8.7% against the U.S. dollar, reaching R$2.138 per US$1.00 at December 31, 2006.

In 2007, Brazils GDP
increased 5.4%, and the real appreciated 17.2% against the U.S. dollar, to R$1.7713 per US$1.00 at December 31, 2007. Inflation in 2007, as measured by the IGP-M, was 7.7%, and the CDI average was 11.9% in the same period.

In 2008, Brazils GDP increased 4.8% and the real exchange rate decreased by 31.9% against the U.S. dollar, to R$2.3370 per
US$1.00 at December 31, 2008. Inflation in 2008, as measured by the IGP-M, was 9.8% and the average CDI interest rate was 12.0% in the same period.

In 2009, the Brazilian economy demonstrated resilience to the economic crisis in comparison with certain other countries. Several
macroeconomic indicators improved during the year, and despite the anticipated deceleration of GDP growth for 2009, the Central Bank reported in its Focus Report published on January 8, 2010 its expectation of only a small decrease in Brazilian
GDP of 0.3% in 2009. In addition, solid macroeconomic conditions and greater economic stability allowed the Central Bank to return to the strategy of reducing interest rates, with the effective cumulative SELIC rate reaching 8.75% by the end of July
2009, its lowest historical level.

Similarly, thereal appreciated by 25.5% against the U.S. dollar during 2009.
According to the Central Bank, international reserves remained above US$200 billion throughout the year (US$238.52 as of December 31, 2009), which represented a significant increase relative to the end of 2008.

According to the Focus report published by the Central Bank on April 12, 2010, positive growth of 5.31% is estimated for Brazilian
GDP in 2010 and an inflation rate of 5.21% is expected for the same period.

Effects of Inflation and Currency Exchange Fluctuations

Until the adoption of the Real Plan in 1994, Brazil had for many years experienced very high, and generally
unpredictable, rates of inflation and steady devaluation of its currency relative to the U.S. dollar. The following table sets forth, for the periods shown, more recent rates of inflation in Brazil, as measured by the IGP-M and published annually by
Fundação Getulio Vargas, and the fluctuation of the real against the U.S. dollar as measured by comparing the daily exchange rates published by the Central Bank on the last day of each period:



|                                       |  |      |    |  |       |    |  |      |   |  |      |   |  |      |  
|-------------------------------------- |  | ---- | -- |  | ----- | -- |  | ---- | - |  | ---- | - |  | ---- | -
|                                       |  | 2009 |    |  | 2008  |    |  | 2007 |   |  | 2006 |   |  | 2005 |  
|Inflation (General Market Price Index) |  | (1.7 | )% |  | 9.8   | %  |  | 7.7  | % |  | 3.8  | % |  | 1.2  | %
|Exchange Rate Variation (R$/US$)       |  | 25.5 | %  |  | (31.9 | )% |  | 17.2 | % |  | 8.7  | % |  | 11.8 | %



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Inflation and exchange-rate variations have had, and may continue to have, substantial
effects on our financial condition and results of operations. Inflation and exchange-rate variations affect our monetary assets and liabilities denominated in reais. The value of such assets and liabilities as expressed in U.S. dollars
declines when the real devalues against the U.S. dollar and increases when the real appreciates. In periods of devaluation of the real, we report (a) a remeasurement loss on real-denominated monetary assets and
(b) a remeasurement gain on real-denominated monetary liabilities.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to use estimates and adopt assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses and accounting disclosures. Therefore, in connection with the preparation of the financial statements included in this annual report, we have relied on variables and assumptions
derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these estimates and assumptions in the ordinary course of business, the presentation of our financial condition and results of
operation often requires us to make judgments regarding the effects of matters that are inherently uncertain. Actual results may differ from those estimated under different variables, assumptions or conditions. Note 3 to our audited consolidated
financial statements includes a summary of the significant accounting policies applied in the preparation of these financial statements. In order to provide an understanding about how management forms its judgments about future events, including the
variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we have included below a brief discussion of our more significant accounting policies.

Sales and Other Operating Revenues

We recognize revenues from sales made by the commercial, executive, aviation services and defense segments when title and risk of
ownership is transferred to customers, which, in the case of aircraft, occurs when delivery is made, and, in the case of aviation services, when the service is provided to the customer.

We also recognize rental revenue for leased aircraft under operating leases ratably over the lease term and record such revenue as net
sales other related businesses when presenting information by operating segment.

In the defense segment, a significant
portion of revenues is derived from long-term development contracts with Brazilian and foreign governments, for which we recognize revenues under the percentage of completion, or POC, method. Such contracts contain provisions for price escalation
based on a mix of indices related to raw material and labor cost. From time to time, we reassess the expected margins of certain long-term contracts, adjusting revenue recognition based upon projected costs to completion.

Revenues under exchange pool programs are recognized monthly over the contract term and consist partly of a fixed fee and partly of a
variable fee directly related to actual flight hours of the covered aircraft.

We enter into transactions that represent
multiple-element arrangements, such as training, technical assistance, spare parts and others concessions, which are included in the aircraft purchase price. Multiple-element arrangements are assessed to determine whether they can be separated into
more than one unit of accounting if all of the following criteria are met:



| |  |  | the delivered item has value to the client on a stand-alone basis;
| | - |  | ------------------------------------------------------------------



| |  |  | there is objective and reliable evidence of the fair value of the undelivered item; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered
probable and substantially under our control.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If these criteria are not met, the arrangement is accounted
for as one unit of accounting, which results in revenue being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered. If these criteria are met for each element and there is objective and reliable
evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each units relative fair value.



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Sales deductions comprise indirect sales taxes and contractual concessions.

We offer contractual concessions that provide our customers with a reduction in the amount paid for the aircraft. The concessions are
recorded as sales deductions in accordance with the accounting standard which discusses accounting for consideration given by a vendor to a customer, because the concessions represent a reduction of the sales price. In addition, the recovery of the
concessions through the export incentive programs is recognized as revenue associated with the sale and exportation of the aircraft and recorded as net sales.

Product Warranties

Generally, aircraft sales are accompanied by a standard warranty for systems, accessories, equipment, parts and software manufactured by
us and/or by our risk-sharing partners. We recognize warranty expense, as cost of sales and services, at the time of sale based on the estimated amounts of warranty costs anticipated to be incurred. These estimates are based on a number of factors,
including our historical warranty claim and cost experience, the type and duration of the warranty coverage, volume and mix of aircraft sold and in service and warranty coverage available from the related suppliers. Actual product warranty costs may
have different patterns from our past experience, mainly when a new family of aircraft begins its revenue services, which could require us to increase the product warranty reserve. The warranty period ranges from two years for spare parts to five
years for components that are a part of the aircraft when sold.

Guarantees and Trade-In Rights

We have provided financial and residual value guarantees and trade-in rights related to our aircraft. We review the value of these
commitments relative to the aircrafts anticipated future fair value and, in the case of financial guarantees, the creditworthiness of the obligor. Provisions and losses are recorded when and if payments become probable and are reasonably
estimable. We estimate future fair value using third-party appraisals of aircraft valuations, including information developed from the sale or lease of similar aircraft in the secondary market. We evaluate the creditworthiness of obligors for which
we have provided credit guarantees by analyzing a number of factors, including third-party credit ratings and estimated obligors borrowing costs.

Certain guarantees that are issued or modified after December 31, 2002, including third-party guarantees, are initially recorded on
the balance sheet at fair value. Liabilities for guarantees issued on or before December 31, 2002 are recorded when and if payments become probable and estimable. The accounting standard for guarantees has the general effect of delaying
recognition of a portion of the revenue for product sales that are accompanied by certain third-party guarantees. During the years ended December 31, 2009, 2008 and 2007, the fair value of guarantees recorded by us generated a credit to sales
deductions of US$2.6 million and sales deductions of US$2.9 million and US$2.5 million, respectively.

Sale of Residual Interests in
Aircraft

In structured financings, an entity purchases an aircraft from us, pays us the full purchase price on
delivery or at the conclusion of the sales financing structure, and leases the related aircraft to the ultimate customer. A third-party financial institution facilitates the financing of an aircraft, and a portion of the credit risk remains with
that third party.

We apply the accounting guidance for consolidation of variable interest entities, or VIEs, and consolidate
special purpose entities, or SPEs, in which we have a variable interest that will absorb a majority of the entitys expected losses if they occur, receive a majority of the entitys expected residual returns if they occur, or both.
Accordingly, SPEs owned by third parties where we are the primary beneficiary are consolidated. When we are no longer the primary beneficiary, the assets and liabilities related to the aircraft are deconsolidated from our balance sheet.

We determine whether we are the primary beneficiary or a significant interest holder principally based on a qualitative assessment of the
VIE. This includes a review of the VIEs capital structure, contractual relationships and



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terms, nature of the VIEs operations and purpose, nature of the VIEs interests issued, and our interests in the entity which either create or absorb variability. We evaluate the
design of the VIE and the related risks the entity and the variable interest holders are exposed to in evaluating consolidation. In limited cases, when it may be unclear from a qualitative standpoint if we are the primary beneficiary, we use a
quantitative analysis to calculate the probability-weighted expected losses and probability-weighted expected residual returns using cash flow and statistical risk measurement modeling.

Recoverability of Long-lived Assets

Long-lived assets held for sale are stated at the lower of cost or fair value. Long-lived assets held for use are subject to an impairment
assessment if facts and circumstances indicate that the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset. Assets are grouped based on our various aircraft families. We use various assumptions when
determining the expected undiscounted cash flow including the forecasts of future cash flows, which are based on our best estimate of future sales and operating costs, based primarily on existing firm orders, expected future orders, contracts with
suppliers and general market conditions. Changes in these forecasts could significantly change the amount of impairment recorded, if any. We adjust the net book value of the underlying assets if the sum of the expected future cash flows is less than
book value. These reviews to date have not indicated the need to recognize any impairment.

Fair value of Financial Instruments and
Hedge

For financial instruments, we make assumptions as to future foreign exchange and interest rates to recognize the
fair value of each instrument. See Notes 32 and 34 to our audited consolidated financial statements. For further information related to the possible impact of fluctuations in the foreign exchange and interest rates on our principal financial
instruments and positions, see Item 11. Quantitative and Qualitative Disclosures About Market Risk.

Allowance for Doubtful
Accounts

We have to periodically assess the amounts and probabilities of losses we may experience as a result of
customer default. The balance represents an estimate of probable but unconfirmed losses in the receivables portfolio. The estimate is based on various qualitative and quantitative factors, including results of individual credit and collectibility
reviews. The allowance for doubtful accounts is recorded in an amount we consider sufficient to cover any expected losses on realization of our accounts receivable from our customers and is included under selling expenses. No adjustment is made to
net operating revenues.

Principal Operating Data and Components of our Statement of Income

Operating Data

The following chart sets forth statistical data concerning our deliveries and backlog for our aircraft at the end of the respective
periods. Deliveries consist of aircraft that have been delivered to customers and for which the corresponding revenue has been recognized. Our backlog consists of all firm orders that have not yet been delivered. A firm order is a contractual
commitment from a customer, customarily accompanied by a down payment, for which we have reserved a place on one of our production lines. See Item 5D. Trend Information for certain information on our firm orders and
options.



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|                            |  |                                        |          |      |     |          |      |  |     |         
|--------------------------- |  | -------------------------------------- | -------- | ---- | --- | -------- | ---- |  | --- | --------
|                            |  | At and for the year ended December 31,
|                            |  | 2009                                   |          | 2008 |     |          | 2007
|Commercial Aviation         |  |                                        |          |      |     |          |      |  |     |         
|Deliveries                  |  |                                        | 122      |      |     | 162      |      |  |     | 130     
|ERJ 145                     |  |                                        | 7        |      |     | 6        |      |  |     | 7       
|EMBRAER 170                 |  |                                        | 22       |      |     | 9        |      |  |     | 11      
|EMBRAER 175                 |  |                                        | 11       |      |     | 55       |      |  |     | 34      
|EMBRAER 190(1)              |  |                                        | 62       |      |     | 78 /     | 1    |  |     | 68      
|EMBRAER 195                 |  |                                        | 20       |      |     | 14       |      |  |     | 10      
|Defense(2)                  |  |                                        |          |      |     |          |      |  |     |         
|Deliveries                  |  |                                        | 7        |      |     | 6        |      |  |     | 4       
|Executive Aviation          |  |                                        |          |      |     |          |      |  |     |         
|Deliveries                  |  |                                        | 115      |      |     | 36       |      |  |     | 35      
|Other Operating Information |  |                                        |          |      |     |          |      |  |     |         
|Total Backlog (in millions) |  | US$                                    | 16,634.8 |      | US$ | 20,935.0 |      |  | US$ | 18,827.0



|(1) | Figures appearing after a forward slash (/) refer to aircraft delivered under operating leases.
|--- | -----------------------------------------------------------------------------------------------

|(2) | Includes only aircraft delivered to state-owned airlines and for government transportation and, therefore, excludes deliveries of Tucano family aircraft, as such
aircraft are not for transportation purposes.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Sales

We generate revenue primarily from sales of commercial aircraft. We also generate revenue from the sale of defense aircraft, and from the
sale of our Legacy 600 and Phenom 100 executive jets. Net sales of commercial and executive aircraft are denominated in U.S. dollars. In 2009, total defense net sales included approximately 56.8% of net sales denominated in foreign currency,
predominantly in U.S. dollars, and 43.2% denominated in Brazilian reais but indexed to the U.S. dollar through price adjustment indices. In addition, we generate revenue from our aviation services which include after-sales support (including
the sale of spare parts, maintenance and repair, training and other product support services). In 2009, total aviation services net sales included approximately 97.1% of net sales denominated in U.S. dollars and other foreign currencies and 2.9% in
Brazilian reais but indexed to the U.S. dollar through price adjustment indices. Finally, we generate revenue from our other related businesses, which include operating leases and single-source supply of structural parts and mechanical and
hydraulic systems to other aircraft manufacturers.

We generally recognize revenue for the sale of our commercial and
executive aircraft when the aircraft is delivered to the customer. We customarily receive a deposit upon signing of the purchase agreement for the sale of our commercial aircraft and progress payments in the amount of 5% of the sales price of the
aircraft 18 months, 12 months and six months before scheduled delivery. We receive a 5% deposit upon signing of a purchase agreement for our executive aircraft and an additional deposit of 30% to 50% of the purchase price prior to delivery,
depending on the specific terms of the purchase agreement and the aircraft sold. For the EMBRAER 170/190 jet family, we receive an additional 5% progress payment 24 months before scheduled delivery. We typically receive the remaining amount of the
sales price upon delivery. Payments in advance of delivery are recorded under advances from customers as a liability on our balance sheet and, when we deliver the aircraft, these payments are recorded against trade account receivables of such
aircraft. See Item 5A. Critical Accounting EstimatesSales and Other Operating Revenues.

Our
sales contracts with our customers typically include adjustments to the purchase price of the aircraft based on an escalation formula which is based on a mix of indices related to raw material and labor costs. The deposits, progress payments and
option payments are nonrefundable for the most part. Once a customer decides to exercise an option, we account for it as a firm order, and we begin to receive progress payments and recognize revenue upon delivery as discussed above.

We recognize revenue from the sale of our defense aircraft, including the research and development for specific programs, in accordance
with the percentage of completion method. Certain contracts contain provisions for the redetermination of price based upon future economic conditions. Our defense customers continue to provide customer advances, which are converted into revenue as
we fulfill pre-determined stages of completion of the project, such as conception, development and design, and engineering, systems integration and customization. These installments are nonrefundable for the most part.



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Cost of Sales and Services

Cost of sales and services consist of the cost of the aircraft, spare parts and services rendered, comprising:



| |  |  | Raw materials. Substantially all materials costs are covered by contracts with suppliers. Prices under these contracts are generally adjusted based on
an escalation formula which reflects, in part, inflation in the United States.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Labor. These costs are primarily real-denominated.
| | - |  | --------------------------------------------------



| |  |  | Depreciation. Property, plant and equipment is depreciated over their useful lives, ranging from five to 48 years, on a straight-line basis. On
average, property, plant and equipment is depreciated over 16 years.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Depreciation of aircraft under
operating leases is recorded in cost of sales and services from the beginning of the lease term using the straight-line method over the estimated useful life and considering a residual value at the end of the lease term.

In accordance with the accounting standard for contingencies, we accrue a liability for the obligations associated with product
warranties at the aircraft delivery date, which is estimated based on historical experience and recorded in cost of sales and services.

We enter into transactions that represent multiple-element arrangements, such as training, technical assistance, spare parts and other
concessions. These costs are recognized when the product or service is provided to the customer.

Recent Developments

Backlog

As
compared to our firm order back-log at December 31, 2009, our backlog for the commercial aviation, executive aviation and defense segments decreased by US$0.6 billion during the first quarter of 2010, totaling US$16.0 billion. During the first
quarter of 2010, we delivered 41 aircraft in total, comprising 21 jets to the commercial airline market, 19 jets to the executive aviation segment and one to the government and defense segment.

We continue to implement improvements to our industrial processes, reaffirming the commitment made to our shareholders, customers and
suppliers. As our production rate has been maintained at the 23 commercial and executive jets per month level, we currently maintain our estimates to deliver 227 aircraft in 2010 within our commercial and executive aviation businesses.

Unaudited Results for the Quarter ended March 31, 2010

On April 29, 2010, we announced our unaudited financial results for the first quarter of 2010. For further information, see our
report on Form 6-K furnished to the SEC on April 29, 2010, which is not incorporated by reference into this annual report.

Results of
Operations

The following table presents statement of income data by business segment for the periods indicated.



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|                            |  |                         |   |  |          |   |  |          |  
|--------------------------- |  | ----------------------- | - |  | -------- | - |  | -------- | -
|                            |  | Year ended December 31, |  
|                            |  | 2009                    |   |  | 2008     |   |  | 2007     |  
|                            |  | (in US$ millions)       |  
|Net sales:                  |  |                         |   |  |          |   |  |          |  
|Commercial aviation         |  | 3,367.7                 |   |  | 4,237.5  |   |  | 3,376.6  |  
|Executive aviation          |  | 896.3                   |   |  | 874.0    |   |  | 838.0    |  
|Aviation services           |  | 587.6                   |   |  | 602.4    |   |  | 528.3    |  
|Defense                     |  | 498.8                   |   |  | 504.5    |   |  | 346.4    |  
|Other related businesses    |  | 115.9                   |   |  | 116.8    |   |  | 155.9    |  
|                            |  |                         |   |  |          |   |  |          |  
|Total                       |  | 5,466.3                 |   |  | 6,335.2  |   |  | 5,245.2  |  
|Cost of sales and services: |  |                         |   |  |          |   |  |          |  
|Commercial aviation         |  | (2,775.9                | ) |  | (3,534.0 | ) |  | (2,737.3 | )
|Executive aviation          |  | (721.5                  | ) |  | (616.3   | ) |  | (602.5   | )
|Aviation services           |  | (400.9                  | ) |  | (387.5   | ) |  | (393.1   | )
|Defense                     |  | (381.1                  | ) |  | (365.6   | ) |  | (236.8   | )
|Other related businesses    |  | (72.8                   | ) |  | (88.3    | ) |  | (123.8   | )
|                            |  |                         |   |  |          |   |  |          |  
|Total                       |  | (4,352.2                | ) |  | (4,991.7 | ) |  | (4,093.5 | )
|Gross profit:               |  |                         |   |  |          |   |  |          |  
|Commercial aviation         |  | 591.8                   |   |  | 703.5    |   |  | 639.3    |  
|Executive aviation          |  | 174.8                   |   |  | 257.7    |   |  | 235.5    |  
|Aviation services           |  | 186.7                   |   |  | 214.9    |   |  | 135.2    |  
|Defense                     |  | 117.7                   |   |  | 138.9    |   |  | 109.6    |  
|Other related businesses    |  | 43.1                    |   |  | 28.5     |   |  | 32.1     |  
|                            |  |                         |   |  |          |   |  |          |  
|Total                       |  | 1,114.1                 |   |  | 1,343.5  |   |  | 1,151.7  |  
|Operating expenses:         |  |                         |   |  |          |   |  |          |  
|Commercial aviation         |  | (458.2                  | ) |  | (425.7   | ) |  | (359.8   | )
|Executive aviation          |  | (145.2                  | ) |  | (196.2   | ) |  | (252.6   | )
|Aviation services           |  | (83.5                   | ) |  | (101.9   | ) |  | (89.5    | )
|Defense                     |  | (57.8                   | ) |  | (77.1    | ) |  | (66.7    | )
|Other related businesses    |  | (33.6                   | ) |  | (5.6     | ) |  | (8.8     | )
|                            |  |                         |   |  |          |   |  |          |  
|Total                       |  | (778.5                  | ) |  | (806.5   | ) |  | (777.5   | )
|                            |  |                         |   |  |          |   |  |          |  
|Income from operations      |  | 335.6                   |   |  | 537.0    |   |  | 374.2    |  
|                            |  |                         |   |  |          |   |  |          |  

The following table sets forth statement of income information, and such information as a percentage of our
net sales, for the periods indicated.



|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|-------------------------------------- |  | ------------------------------------- | - |  | ----- | - |  | -------- | - |  | ----- | - |  | -------- | - |  | ----- | -
|                                       |  | Year ended December 31,               |  
|                                       |  | 2009                                  |   |  | 2008  |   |  | 2007     |  
|                                       |  | (in US$ millions, except percentages) |  
|Net sales                              |  | 5,466.3                               |   |  | 100.0 | % |  | 6,335.2  |   |  | 100.0 | % |  | 5,245.2  |   |  | 100.0 | %
|Cost of sales and services             |  | (4,352.2                              | ) |  | 79.6  |   |  | (4,991.7 | ) |  | 78.8  |   |  | (4,093.5 | ) |  | 78.0  |  
|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Gross profit                           |  | 1,114.1                               |   |  | 20.4  |   |  | 1,343.5  |   |  | 21.2  |   |  | 1,151.7  |   |  | 22.0  |  
|Operating (income) expenses            |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Selling expenses                       |  | (305.1                                | ) |  | 5.6   |   |  | (393.1   | ) |  | 6.2   |   |  | (361.3   | ) |  | 6.9   |  
|Research and development               |  | (144.0                                | ) |  | 2.6   |   |  | (197.0   | ) |  | 3.1   |   |  | (259.7   | ) |  | 5.0   |  
|General and administrative             |  | (191.5                                | ) |  | 3.5   |   |  | (232.4   | ) |  | 3.6   |   |  | (234.8   | ) |  | 4.5   |  
|Employee profit sharing                |  |                                      |   |  |      |   |  |         |   |  |      |   |  |         |   |  |      |  
|Other operating income (expenses), net |  | (137.9                                | ) |  | 2.5   |   |  | 16.0     |   |  | 0.2   |   |  | 78.3     |   |  | 1.5   |  
|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Total operating expenses               |  | (778.5                                | ) |  | 14.2  |   |  | (806.5   | ) |  | 12.7  |   |  | (777.5   | ) |  | 14.8  |  
|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Income from operations                 |  | 335.6                                 |   |  | 6.1   |   |  | 537.0    |   |  | 8.5   |   |  | 374.2    |   |  | 7.1   |  
|Non-operating income (expense)         |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Interest income (expenses), net        |  | 35.3                                  |   |  | 0.6   |   |  | (171.4   | ) |  | 2.7   |   |  | 163.4    |   |  | 3.1   |  
|Foreign exchange gain (loss), net      |  | (94.1                                 | ) |  | 1.7   |   |  | 71.7     |   |  | 1.1   |   |  | (37.7    | ) |  | 0.7   |  
|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Total non-operating income (expense)   |  | (58.8                                 | ) |  | 1.1   |   |  | (99.7    | ) |  | 1.6   |   |  | 125.7    |   |  | 2.4   |  
|                                       |  |                                       |   |  |       |   |  |          |   |  |       |   |  |          |   |  |       |  
|Income before income taxes             |  | 276.8                                 |   |  | 5.1   |   |  | 437.3    |   |  | 6.9   |   |  | 499.9    |   |  | 9.5   |  



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|                                                          |  |                                       |   |  |      |   |  |       |   |  |     |   |  |       |   |  |     |  
|--------------------------------------------------------- |  | ------------------------------------- | - |  | ---- | - |  | ----- | - |  | --- | - |  | ----- | - |  | --- | -
|                                                          |  | Year ended December 31,               |  
|                                                          |  | 2009                                  |   |  | 2008 |   |  | 2007  |  
|                                                          |  | (in US$ millions, except percentages) |  
|Income tax (expenses) benefit                             |  | (14.5                                 | ) |  | 0.3  |   |  | (41.1 | ) |  | 0.6 |   |  | (2.7  | ) |  |    |  
|                                                          |  |                                       |   |  |      |   |  |       |   |  |     |   |  |       |   |  |     |  
|Income before equity                                      |  | 262.3                                 |   |  | 4.8  |   |  | 396.2 |   |  | 6.3 |   |  | 497.2 |   |  | 9.5 |  
|Equity in earnings of affiliates                          |  |                                      |   |  |     |   |  |      |   |  |    |   |  | 0.3   |   |  |    |  
|                                                          |  |                                       |   |  |      |   |  |       |   |  |     |   |  |       |   |  |     |  
|Net income                                                |  | 262.3                                 |   |  | 4.8  |   |  | 396.2 |   |  | 6.3 |   |  | 497.5 |   |  | 9.5 |  
|Less: Net income attributable to noncontrolling interests |  | 13.8                                  |   |  | 0.3  |   |  | 7.5   |   |  | 0.1 |   |  | 8.2   |   |  | 0.2 |  
|                                                          |  |                                       |   |  |      |   |  |       |   |  |     |   |  |       |   |  |     |  
|Net income                                                |  | 248.5                                 |   |  | 4.5  | % |  | 388.7 |   |  | 6.1 | % |  | 489.3 |   |  | 9.3 | %
|                                                          |  |                                       |   |  |      |   |  |       |   |  |     |   |  |       |   |  |     |  

2009 Compared with 2008

Net Sales

Net sales decreased 13.7% from US$6,335.2 million in 2008 to US$5,466.3 million in 2009. Net sales in the commercial aviation segment
decreased 20.5% from US$4,237.5 million in 2008 to US$3,367.7 million in 2009. Net sales in the executive aviation segment increased 2.6% from US$874.0 million in 2008 to US$896.3 million in 2009. Net sales from aviation services decreased 2.5% from
US$602.4 million in 2008 to US$587.6 million in 2009. Defense net sales decreased 1.1% from US$504.5 million in 2008 to US$498.8 million in 2009. Other related businesses net sales decreased 0.7% from US$116.8 million in 2008 to US$115.9 million in
2009.

The decrease in commercial aviation net sales is primarily a consequence of reduced deliveries in this segment in 2009
We delivered 122 commercial aircraft in 2009, as compared to 162 aircraft in that segment in 2008, a decrease of 40 commercial aircraft, or 24.7%. The decrease in the number of deliveries in the commercial aviation segment in 2009 reflects the
effects of the current financial crisis effects and its impacts on the global airline business, which in turn affected demand for commercial aircraft. The increase in executive aviation net sales resulted from a 219.4% increase in deliveries of
executive jets in 2009, or 79 jets, from 36 executive jets in 2008 (including 33 Legacy 600, two Phenom 100 and one Embraer 175) to 115 in 2009 (including 18 Legacy 600, 93 Phenom 100, one Phenom 300 and three Lineage 1000). Although the Embraer
aircraft fleet around the world increased in 2009, revenues in aviation services decreased because fleet utilization was reduced, which in turn more than offset the positive effects of the fleet increase. The decrease in defense net sales is mainly
a result of a higher R$/US$ average exchange rate in 2009 as compared to 2008, which reduced the total U.S. dollar amount of the real-denominated revenues in this segment in 2009, given that our functional currency is the U.S. dollar.

Cost of Sales and Services

Cost of sales and services decreased 12.8%, from US$4,991.7 million in 2008 to US$4,352.2 million in 2009, in line with the 13.7% decrease
in net sales during 2009. As most of our costs are variable, a significant change in net sales will tend to cause a corresponding change in our cost of sales and services. In addition, the fixed component of our cost of sales and services
experienced an increase as a result of a 4.5% across-the-border salary increase approved for our workforce in September 2009. Cost of sales and services as a percentage of net sales increased from 78.8% in 2008 to 79.6% in 2009.

Cost of sales and services in the commercial aviation segment decreased 21.5% from US$3,534.0 million in 2008 to US$2,775.9 million in
2009. Cost of sales and services in the executive aviation segment increased 17.1%, from US$616.3 million in 2008 to US$721.5 million in 2009. This increase in cost of sales and services at a higher rate than the increase in net revenues in the
executive aviation segment is mainly a result of the addition of new aircraft (particularly the Phenom 100) to our executive aviation assembly line, which is associated with an inherent assembly learning curve that is overcome with time, as the
production process of this aircraft becomes more efficient. Cost of sales and services from aviation services increased 3.5% from US$387.5 million in 2008 to US$400.9 million in 2009. Cost of sales and services in the defense segment increased 4.2%
from US$365.6 million in 2008 to US$381.1 million in 2009. Cost of sales and services in other related businesses decreased 17.7% from US$88.3 million in 2008 to US$72.7 million in 2009.



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Gross Profit

As a result of the foregoing, our gross profit decreased 17.1% from US$1,343.5 million in 2008 to US$1,114.1 million in 2009. Our gross
margin decreased from 21.2% in 2008 to 20.4% in 2009.

Operating Income (Expenses)

As further explained below, operating expenses decreased 3.6% from US$806.5 million in 2008 to US$778.5 million in 2009. Operating
expenses as a percentage of net sales increased from 12.7% in 2008 to 14.2% in 2009.

Research and development.
Research and development expenses decreased 26.9% from US$197.0 million in 2008 to US$144.0 million in 2009. This decrease is explained mainly by the fact that our expenses in this area remained focused on making continued improvements to our
existing aircraft and aircraft components, including making follow-up investments on our Embraer Entrepreneurial Excellence Program (P3E). In addition, our research and development expenses decreased in 2009 as a result of the certification of the
Phenom 100 in 2008, the platform of which served as a basis for the platform of the Phenom 300, thereby reducing our need for additional product development expenses for the Phenom aircraft family in 2009. Amounts received from our risk-sharing
partners related to the fulfillment of certain contractual milestones, which serves to offset our research and development expenses, decreased 24.2% from US$134.8 million in 2008 to US$102.2 million in 2009.

Selling expenses. Selling expenses decreased 22.4% from US$393.1 million in 2008 to US$305.1 million in 2009 due to a smaller
number of aircraft delivered in 2009 and the lower level of the global economic activity in 2009, which negatively impacted the demand for new aircraft and caused a reduction in our commercial activities and the expenses we incur in connection with
those activities.

General and administrative expenses. General and administrative expenses decreased 17.6% from
US$232.4 million in 2008 to US$191.5 million in 2009, mainly due to savings obtained from the implementation and continued improvement of a process optimization program, known as the P3E (Embraer Entrepreneurial Excellence Program), focused on cost
and expense control and gains in productivity. This program started to be implemented in 2007 and continued to be improved during 2008 and 2009. Two other factors contributing to the decrease in general and administrative expenses are (1) cost
reduction measures implemented in the first quarter of 2009, which included an approximate 20% reduction in our workforce in February 2009, and (2) the appreciation of the R$/US$ average exchange rate in 2009, which more than compensated for
the impact of the 4.5% salary increase in September 2009 that was also applicable to our administrative personnel.

Other
operating income (expenses), net. Other operating income, net decreased from a net other operating income of US$16.0 million in 2008 to a net other operating expense of US$137.9 million in 2009, mainly due to a US$103 million provision made by
us in connection with the MESA Air Group bankruptcy Chapter 11 filling in January 2010. See Note 29 to our audited consolidated financial statements.

Income from Operations

As a result of the foregoing factors, operating income decrease 37.5% from US$537.0 million in 2008 to US$335.6 million in 2009. Our
operating margin decreased from 8.5% in 2008 to 6.1% in 2009.

Interest Income (Expense), Net

Interest income (expense), net, increased from a net interest expense of US$171.4 million in 2008 to a net interest income of US$35.3
million in 2009, primarily as a result of (1) an 11.2% increase in the weighted average amount of our real-denominated cash and cash equivalents and temporary cash investments, from US$762.9 million in 2008 to US$848.6 million in 2009,
which earned more interest income than our U.S. dollar-denominated investments, and (2) the appreciation of the R$/US$ average exchange rate in 2009.

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss), net decreased from a net foreign exchange gain of US$71.7 million in 2008 to a net foreign exchange loss of
US$94.1 million in 2009, reflecting net foreign exchange rate variations on monetary assets and liabilities denominated in other currencies which are translated into our functional currency, the U.S. dollar.



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Income Tax Expense

Income tax expenses decreased from US$41.1 million in 2008 to US$14.5 million in 2009, mainly as a result of:



| |  |  | the effects of foreign exchange movements on our nonmonetary assets; and
| | - |  | ------------------------------------------------------------------------



| |  |  | higher research and development tax incentives.
| | - |  | -----------------------------------------------

Our effective tax rate decreased from 9.4% in 2008 to 5.3% in 2009.

Net Income

As a result of the foregoing factors, our net income decreased 36.1% from US$388.7 million in 2008 to US$248.5 million in 2009. As a
percent of net sales, net income decreased from 6.1% in 2008 to 4.5% in 2009.

2008 Compared with 2007

Net Sales

Net sales increased 20.8% from US$5,245.2 million in 2007 to US$6,335.2 million in 2008. Net sales in the commercial aviation segment
increased 25.5% from US$3,376.6 million in 2007 to US$4,237.5 million in 2008. Net sales in the executive aviation segment increased 4.3% from US$838.0 million in 2007 to US$874.0 million in 2008. Net sales from aviation services increased 14.0%
from US$528.3 million in 2007 to US$602.4 million in 2008. Defense net sales increased 45.6% from US$346.4 million in 2007 to US$504.5 million in 2008. Other related businesses net sales decreased 25.1% from US$155.9 million in 2007 to US$116.8
million in 2008.

The increase in commercial aviation net sales is primarily due to a higher number of deliveries during the
period. We delivered 162 aircraft in 2008, compared to 130 aircraft in 2007 for that segment, with a more favorably priced product mix. This increase in the number of deliveries for all segments is due to positive results obtained by us from
measures implemented in 2007, which continued to be improved in 2008, with a view to adjusting our industrial processes in order to meet our delivery schedule. The increase in executive aviation net sales resulted from the delivery of 36 executive
jets in 2008, including 33 Legacy 600, two Phenom 100 and one Embraer 175, compared to 35 Legacy 600 delivered in 2007. In addition, the product mix of the executive aircraft that we delivered in 2008 was more favorably priced than the product mix
of executive aircraft delivered in 2007. The increase in net sales from aviation services is mostly a result of the fact that the aircraft fleet that we serviced in 2008 was larger than the fleet serviced in 2007. The increase in defense net sales
is due to increased sales in South America, including sales of Super Tucano aircraft to Chile, Ecuador and the Dominican Republic, and of the sale of an airborne early warning and control (AEW&C) system to India. Defense net sales increased in
2008 as a result of further progress made by us in certain projects, allowing us to increase the revenue we record under the corresponding long-term development contracts we have with our customers, which revenues are recognized pursuant to the
percentage of completion method.

Cost of Sales and Services

Cost of sales and services increased 21.9% from US$4,093.5 million in 2007 to US$4,991.7 million in 2008, primarily due to the 30%
increase in deliveries during 2008. As most of our costs are variable, a significant increase in deliveries will tend to cause a corresponding increase in our cost of sales and services. In addition, the fixed component of our cost of sales and
services experienced an increase as a result of a 10.1% across-the-border salary increase approved for our workforce in September 2008. Cost of sales and services as a percentage of net sales increased from 78.0% in 2007 to 78.8% in 2008.

Cost of sales and services in the commercial aviation segment increased 29.4% from US$2,737.3 million in 2007 to US$3,534.0
million in 2008. Cost of sales and services in the executive aviation segment increased 2.2% from US$602.5 million in 2007 to US$616.3 million in 2008. Cost of sales and services from aviation services



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decreased 1.4% from US$393.1 million in 2007 to US$387.5 million in 2008. Cost of sales and services in the defense segment increased 54.4% from US$236.8 million in 2007 to US$365.6 million in
2008. Cost of sales and services in other related businesses net sales decreased 28.7% from US$123.8 million in 2007 to US$88.3 million in 2008.

Gross Profit

As a result of the foregoing, our gross profit increased 16.7% from US$1,151.7 million in 2007 to US$1,343.5 million in 2008. Our gross
margin decreased from 22.0% in 2007 to 21.2% in 2008.

Operating Income (Expenses)

As further explained below, operating expenses increased 3.7% from US$777.5 million in 2007 to US$806.5 million in 2008. Operating
expenses as a percentage of net sales decreased from 14.8% in 2007 to 12.7% in 2008.

Research and development.
Research and development expenses decreased 24.1% from US$259.7 million in 2007 to US$197.0 million in 2008. This decrease relates mainly to the reduced spending for the development of new products for the executive aviation segment and for the
research for improvements to all our products. Amounts received from our risk-sharing partners related to the fulfillment of certain contractual milestones, which serves to offset our research and development expenses, increased 468.8% from US$23.7
million in 2007 to US$134.8 million in 2008.

Selling expenses. Selling expenses increased 8.8% from US$361.3 million
in 2007 to US$393.1 million in 2008 due to higher marketing campaign expenses related to our executive aviation products, as well as an increase in variable sales expenses in 2008 because of the higher number of deliveries.

General and administrative expenses. General and administrative expenses decreased 1.0% from US$234.8 million in 2007 to US$232.4
million in 2008, mainly due to savings obtained from the implementation of a process optimization program, known as the P3E (Embraer Entrepreneurial Excellence Program), focused on cost and expense control and gains in productivity, which program
started to be implemented in 2007 and continued to be improved in 2008. This decrease in general and administrative expenses was partially offset by the 10.1% salary increase, which was also applicable to our administrative personnel.

Other operating income (expenses), net. Other operating income, net decreased 79.6% from US$78.3 million in 2007 to US$16.0
million in 2008, mainly due to the reversal in 2007 of a contingency provision in the amount of US$104.8 million, as a result of a final Supreme Court decision that was granted in our favor in a lawsuit in which we challenged the broader taxable
basis for calculating PIS/COFINS taxes. See Item 8A. Financial InformationConsolidated Statements and Other Financial InformationLegal Proceedings and Note 17 to our audited consolidated financial statements.

Income from Operations

As a result of the foregoing factors, operating income increased 43.5% from US$374.2 million in 2007 to US$537.0 million in 2008. Our
operating margin increased from 7.1% in 2007 to 8.5% in 2008.

Interest Income (Expense), Net

Interest income (expense), net decreased from a net interest income of US$163.4 million in 2007 to a net interest expense of US$171.4
million in 2008, primarily as a result of:



| |  |  | US$148.3 million in losses with derivatives;
| | - |  | --------------------------------------------



| |  |  | US$89.9 million reversal of interest expenses and penalties in 2007, related to our PIS/COFINS contingency provision, as a result of a final Supreme
Court decision that was granted in our favor in 2007 in a lawsuit in which we challenged the broader taxable basis for calculating the PIS/COFINS taxes (see Item 8A. Financial InformationConsolidated Statements and Other Financial
InformationLegal Proceedings); and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a 56% decrease in our income from temporary cash investments from US$165.7 million in 2007 to US$72.8 million in 2008, mainly as a result of (A) a
decrease in the average stock of temporary cash investments and cash and cash equivalents, starting at US$1,185.7 million as of December 31, 2007 and ending at US$810.1 million as of December 31, 2008, and (B) a general reduction in
interest rates in Brazil and abroad.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss), net increased from a net foreign exchange loss of US$37.7 million in 2007 to a net foreign exchange gain of
US$71.7 million in 2008, reflecting net foreign exchange rate variations on monetary assets and liabilities denominated in other currencies which are translated into our functional currency, the U.S. dollar.

Income Tax Expense

Income tax expenses increased from US$2.7 million in 2007 to US$41.1 million in 2008, mainly as a result of:



| |  |  | the effects of foreign exchange movements on our nonmonetary assets;
| | - |  | --------------------------------------------------------------------



| |  |  | a decrease in tax benefits that resulted from our reduced distributions of interest on shareholders equity in 2008; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | lower research and development tax incentives.
| | - |  | ----------------------------------------------

Our effective tax rate increased from 0.5% in 2007 to 9.4% in 2008.

Net Income

As a result of the foregoing factors, our net income decreased 20.6% from US$489.3 million in 2007 to US$388.7 million in 2008. As a
percent of net sales, net income decreased from 9.3% in 2007 to 6.1% in 2008.



|5B. | Liquidity and Capital Resources
|--- | -------------------------------

Overview

Our liquidity
needs arise principally from research and development, capital expenditures, principal and interest payments on our debt, working capital requirements and distributions to shareholders. We generally rely on funds provided by operations, borrowings
under our credit arrangements, cash contributions from risk-sharing partners, advance payments from customers and, to a lesser extent, issuance of debt and equity securities in the capital markets in order to meet these needs. For further
information, see Item 4B. Information on the CompanyBusiness OverviewSuppliers and Components; Risk-Sharing Arrangements and Item 4B. Information on the CompanyBusiness OverviewCommercial Aviation
BusinessProduction, New Orders and Options.

As of the date of this annual report, we believe that our traditional
sources of funds are sufficient to meet our foreseeable working capital requirements, including to (1) continue to improve the EMBRAER 170/190 jet family, the Phenom 100, the Phenom 300 and the Lineage 1000 executive jets, (2) develop our
new Legacy 450/500/650 executive jets, (3) make other planned capital expenditures and (4) pay dividends and interest on shareholders equity. At this point, our access to liquidity sources has not been materially impacted by the
current credit environment, and we do not expect that such access will be materially impacted in the near future. However, there can be no assurance that our traditional sources of funds, or that the cost or availability of our credit facilities or
future borrowing sources, will not be materially impacted by the ongoing market disruptions.

Our customers may reschedule
deliveries, fail to exercise options or cancel firm orders as a result of the economic downturn and the financial volatility in the commercial airline industry. In addition, our risk-sharing partners cash contributions are refundable under
certain limited circumstances and we may need to find replacement sources of capital.



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Net Cash Provided by Operating Activities and Working Capital

In 2009, net cash provided by operating activities was US$135.0 million, compared to net cash provided by operating activities of US$381.6
million in 2008, and net cash provided by operating activities of US$617.0 million in 2007. The decrease in the inflow of cash from operating activities in 2009 is primarily a result of reduced sales and an abrupt reduction in our production rate,
which causes advances from customers and trade accounts payable to reduce at a faster rate than inventories, trade accounts receivables and customer and commercial financings.

We had a working capital surplus of US$2,371.2 million at December 31, 2008 and US$2,872.1 million at December 31, 2009. Our
working capital needs increased in 2009 for the same reasons that explain the decrease in inflow of cash from operating activities in 2009, as previously explained.

Net Cash Provided by (Used in) Investing Activities

In 2009, net cash used in investing activities was US$506.3 million, compared to net cash provided by investing activities of US$112.0
million in 2008 and net cash used in investing activities of US$438.2 million in 2007.

Despite a reduction in our research
and development expenses, we experienced an outflow of cash from investing activities in 2009 mainly as a result of an increase in our average stock of temporary cash investments due to our purchases of temporary cash investment instruments in that
year, which started at US$380.8 million as of December 31, 2008 and ended at US$953.8 million as of December 31, 2009.

Net
Cash Provided by (Used in) Financing Activities and Total Debt

In 2009, net cash used in financing activities was
US$27.1 million, compared to net cash used in financing activities of US$314.5 million in 2008 and net cash provided by financing activities of US$137.0 million in 2007. During 2009, we raised new borrowings of US$1,461.8 million, compared to new
borrowings of US$1,886.2 million and US$1,772.0 million during 2008 and 2007, respectively. Furthermore, we also repaid US$1,483.0 million of our indebtedness in 2009, compared to repayment in the aggregate amount of US$1,770.4 million and
US$1,471.9 million in 2008 and 2007, respectively. In 2009, we did not distribute interest on shareholders equity or dividends compared to US$242.7 million and US$163.5 million distributed in 2008 and 2007, respectively. In 2009, we did not
spend any amounts in connection with share buyback programs as compared to US$183.0 million spent in 2008 and a negligible amount spent in connection with such programs in 2007.

At December 31, 2009, we had total debt of US$2,042.9 million under our financing arrangements described below, 71.2% of which was
long-term debt and 28.8% of which consisted of short-term debt. In comparison, we had total debt of US$1,825.4 million at December 31, 2008 and US$1,753.0 million at December 31, 2007, consisting of 71.0% and 46.8% of long-term debt,
respectively. Our total debt increased from 2008 to 2009 largely due to our issuance, in October 2009, of US$500 million 6.375% guaranteed notes due 2020.

Credit Facilities and Lines of Credit

Long-term Facilities

In August 2006, we entered into two separate syndicated credit agreements with Banco BNP Paribas Brasil S.A., in each case as
administrative agent for the lenders under each facility in an aggregate amount of US$500.0 million. Each drawdown is repayable in full in two years from the borrowing date. The first agreement, a trade finance credit facility with a three-year
availability period, has already been fully disbursed and provides for US$250.0 million in loans to finance certain of our exports and imports to be allocated at our discretion, provided that the aggregate amount does not exceed the US$250.0
million. The unused portion of this trade finance credit facility was subject to a commitment fee of 25 basis points, and amounts disbursed for export or import finance bear interest at six-month LIBOR plus 40 and 45 basis points, respectively.
Disbursements under this trade finance credit facility will be repayable on August 25, 2011. The other agreement, a US$250.0 million syndicated revolving credit facility with a five-year availability period, has not yet been disbursed. This
revolving credit facility is subject to a commitment fee of 30 basis points per annum and, if disbursed, will bear interest at one-, two-, three- or six-month LIBOR plus 60 basis points per annum, as specified by us on each drawdown notice. We
record the



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commitment fees for these credit facilities as an expense. Both facilities contain customary covenants and restrictions, including, but not limited to, those that require us to maintain defined
debt liquidity and interest expense coverage ratios. In addition, in the event the Brazilian government imposes restrictions on foreign exchange transactions, only disbursements under the trade finance credit facility will be available to us. If we
make any disbursements under the export finance facility, we will be required to grant the lenders a first priority pledge on certain of our export receivables, as determined by us at the disbursement date. As of December 31, 2009, we had
disbursed US$250 million from these facilities, and US$252.3 million, which includes interest, was outstanding as of that date (US$2.3 million in the short-term).

In October 2006, our wholly owned finance subsidiary, Embraer Overseas Limited, or Embraer Overseas, issued US$400 million 6.375%
guaranteed notes due 2017 and, as of December 31, 2009, US$388.7 million was outstanding (US$10.6 million in the short-term), including principal and accrued interest. Interest will be paid semiannually. The notes are unconditionally guaranteed
by us. The notes have been listed on the Luxembourg Stock Exchange. On April 5, 2007, we and Embraer Overseas commenced an exchange offer to exchange the notes for new notes registered with the SEC. The exchange offer was successfully completed
as of May 18, 2007 and, as a consequence, US$376.3 million or approximately 95% of the notes were registered. The indenture under which the notes were issued contains customary covenants and restrictions such as limitation on liens,
consolidation, merger or transfer of assets. By March 31, 2010, Embraer had repurchased and canceled 19,908 (5.0%) of these bonds, totaling US$15.2 million (face value of US$19.9 million). These bonds were purchased by Embraer Overseas
through open market transactions.

In November 2006, December 2007 and October 2008, we entered into certain credit
facilities in the aggregate amount of US$60.0 million with the FINEP to support the research and development expenses of the Phenom 100 and Phenom 300 aircraft, which were totally disbursed in 2007. The facility bears interest at TJLP plus
5.0% per annum and is fully secured by a pledge of certain machines and equipment and by a bank standby letter of credit. The credit facility is repayable from December 2008 to December 2013. As of December 31, 2009, we had outstanding
US$63.2 million under our credit facilities with the FINEP, of which US$13.7 million is due in the short-term, including principal and accrued interest. The FINEP credit facilities are denominated in reais, and amounts appearing herein have
been converted into U.S. dollars, our functional currency, for purposes of preparing our U.S. GAAP financial statements.

In
December 2008, we entered into various credit agreements with BNDES for a long-term pre-export credit financing. At December 31, 2009, we had US$438.7 million outstanding under these arrangements, bearing a spread of 2.25% per annum over
the TJLP interest rate, with maturities starting in 2010 and ending on June 15, 2010. BNDES credit facilities are denominated in reais, and amounts appearing herein have been converted into U.S. dollars, our functional currency, for
purposes of preparing our U.S. GAAP financial statements.

In August and September 2009, we entered into various credit
agreements with the BNDES for a long-term pre-export credit financing. At December 31, 2009, we have US$173.2 million outstanding under these arrangements, bearing a fixed interest rate of 4.5% per annum with final maturity in
August 15, 2012. These BNDES credit facilities are denominated in reais, and amounts appearing herein have been converted into U.S. dollars, our functional currency, for purposes of preparing our U.S. GAAP financial statements.

In October 2009, Embraer Overseas issued US$500 million 6.375% guaranteed notes due 2020 and, as of December 31, 2009,
US$502.8 million was outstanding (US$7.3 million in the short-term), including principal and accrued interest. Interest will be paid semiannually. The notes are unconditionally guaranteed by us. The notes have been registered with the SEC and listed
on the New York Stock Exchange. The indenture under which the notes were issued contains customary covenants and restrictions such as limitation on liens, consolidation, merger or transfer of assets.

We may from time to time seek to retire or purchase our outstanding debt, including our guaranteed notes due 2017 and 2020, through cash
purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual
restrictions and other factors. The amounts involved may be material, and notes repurchased may be cancelled or resold, but will only be resold in compliance with applicable requirements or exemptions under the relevant securities laws.



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We have various other long-term loans and credit agreements with aggregate outstanding
borrowings of US$163.6 million at December 31, 2009. See Note 20 to our audited consolidated financial statements for further information on these financing arrangements.

Some of our long-term financing agreements include customary covenants and restrictions, including those that require us to maintain:
(1) a maximum leverage ratio, calculated as net debt to earnings before interest, taxes, depreciation and amortization, or EBITDA, of 3.5:1; (2) a minimum net debt service coverage ratio, calculated as EBITDA to financial expenses, of
2.25:1; and (3) minimum shareholders equity of R$2.3 billion. Other restrictions included in our long-term financings include negative pledge covenants and restrictions on significant changes in control, sales of substantially all of our
assets, dividend payments during events of default and certain transactions with our affiliates. As of December 31, 2009, we were in compliance with all restrictive covenants contained in our financing agreements.

At December 31, 2009, US$107.0 million of our total debt was secured by a combination of mortgages on certain of our real estate,
liens on certain of our machinery and equipment and by an escrow account.

The credit ratings on our long-term debt currently
are Baa3 by Moodys Investors Services, Inc. and BBB- by Standard & Poors Ratings Services. A security rating is not a recommendation to buy, sell or hold securities. A security rating may be subject to revision or withdrawal at
any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

Short-term Facilities

We have various short-term loans and credit agreements with aggregate outstanding borrowings of US$60.4 million at
December 31, 2009. See Note 20 to our audited consolidated financial statements for further information on our short-term financing arrangements.

Recently Issued Accounting Pronouncements

Adopted Accounting Pronouncements

In June 2009, the U.S. Financial Accounting Standards Board, or FASB, approved the FASB Accounting Standards Codification, or
ASC, as the single source of authoritative nongovernmental U.S. GAAP which was launched on July 1, 2009. The ASC does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded, and all other accounting literature not included in the ASC will be considered non-authoritative. ASC also includes
all relevant SEC guidance organized using the same topical structure in separate sections within the ASC. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issue Task Force Abstracts, but instead will
issue Accounting Standard Updates, or ASUs. ASUs will not be considered authoritative in their own right as they serve only to update the ASC by providing the basis for conclusions on the changes in the ASC. The ASC is effective for
interim and annual periods ending after September 15, 2009, and the principle impact on our financial statements is limited to disclosures, as all references to authoritative accounting literature will now be referenced in accordance with the
ASC Codification.

In March 2008, the FASB issued a new standard on disclosures about derivative instruments and hedging
activities. This new standard expands the current disclosure requirements for derivative instruments and hedging activities, such that entities must now provide qualitative disclosure about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gain and losses on derivative instruments and disclosures about credit-risk related contingent features in derivative agreements on a quarterly basis regarding how and why the entity uses
derivatives, how derivatives and related hedged items are accounted for under the standard and how derivatives and related hedged items affect the entitys financial position, performance and cash flow. The required information is disclosed in
Note 32 to our audited consolidated financial statements. By 2009, we had fully adopted this accounting standard.

Accounting
Pronouncements Not Yet Adopted

In January 2010, the FASB issued a new accounting standard for fair value measurements
and disclosures. This accounting standard will provide more robust disclosures about (1) the different classes of assets and liabilities



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measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. This
accounting standard is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity on a gross basis which is effective for annual periods beginning after
December 15, 2010 and for interim periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our consolidated financial position or results of operations.

In June 2009, the FASB issued a new accounting standard on the accounting and disclosure requirements for the consolidation of VIEs.
Subsequently, in December 2009, the FASB issued a new accounting standard which replaced the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entitys economic performance and (1) the obligation to absorb
losses of the entity or (2) the right to receive benefits from the entity. This new accounting standard is effective for annual and interim periods beginning after November 15, 2009. We do not expect the adoption of this standard to have a
material impact on our consolidated financial position or results of operations.

In June 2009, the FASB issued an amendment
to the accounting and disclosure requirements for transfers of financial assets. Subsequently, in December 2009, the FASB issued a new accounting standard for transfer of financial assets which will improve financial reporting by eliminating the
exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial
assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for
transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This new accounting standard is effective for annual
and interim periods beginning after November 15, 2009. We do not expect the adoption of this standard to have a material impact on our consolidated financial position or results of operations.

In October 2009, the FASB issued a new accounting standard for revenue recognition under multiple-deliverable arrangements. This standard
modifies the criteria for separating consideration under multiple-deliverable arrangements and requires allocation of the overall consideration to each deliverable using the estimated selling price in the absence of vendor-specific objective
evidence or third-party evidence of selling price for deliverables. As a result, the residual method of allocating arrangement consideration will no longer be permitted. The guidance also requires additional disclosures about how a vendor allocates
revenue in its arrangements and about the significant judgments made and their impact on revenue recognition. This guidance is effective for fiscal years beginning on or after June 15, 2010 (with early adoption permitted). The provisions are
effective prospectively for revenue arrangements entered into or materially modified after the effective date, or retrospectively for all prior periods. We do not expect the adoption of this standard to have a material impact on our consolidated
financial position or results of operations.



|5C. | Research and Development
|--- | ------------------------

We incur research and development expenses related to our aircraft and aircraft components. We also incur research and development
expenses that are not associated with the development of any particular aircraft. Such costs include the implementation of quality assurance initiatives, production line productivity improvements and studies to determine the latest developments in
technology and quality standards. Research and development expense is the cost associated with the design and development of the aircraft less amounts earned from cash contribution from risk-sharing partners based on meeting performance milestones.
Under U.S. GAAP, these costs are recorded as an operating expense in our statement of income and are expensed in the year in which they are incurred.

We invest significantly in the development of new projects. Total research and development expenses for 2007, 2008 and 2009, including
expenses related to the improvement of the EMBRAER 170/190 jet family and to the development of our new Phenom 100, Phenom 300, Lineage 1000, Legacy 450, Legacy 500 and Legacy 650 executive jets, were US$259.7 million, US$197.0 million and US$144.0
million, respectively, net of cash contributions provided by risk-sharing partners. Research and development expenses as a percentage of net sales



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were 5.0% in 2007, 3.1% in 2008 and 2.6% in 2009. In 2007, 2008 and 2009, we recorded US$23.7 million, US$134.8 million and US$102.2 million, respectively, as reductions to our research and
development expenses in connection with payments previously received by us from our risk-sharing partners, in light of the fact that our EMBRAER 170/190 and Phenom 100/300 jet families received their certifications and we fulfilled other contractual
milestones under our risk-sharing arrangements.

In 2007, the real exchange rate increased by 17.2% against the U.S.
dollar, which, together with increased research and development investments in connection with the testing stages of the Lineage 1000 and Phenom 100 following their first flights in the second half of 2007, impacted our research and development
expenses in that year. Our research and development expenses for 2008 decreased mainly because of US$134.8 million received from risk-sharing partners in connection with the certification of the Phenom 100 and the fulfillment of other contractual
milestones under our risk-sharing agreements. In 2009, our research and development expenses decreased by US$53.0 million because our expenses in this area remained focused on making continued improvements to our existing aircraft and aircraft
components, including making follow-up investments on our Embraer Entrepreneurial Excellence Program (P3E). In addition, our research and development expenses decreased in 2009 as a result of the certification of the Phenom 100 in 2008, the platform
of which served as a basis for the platform of the Phenom 300, thereby reducing our need for additional product development expenses for the Phenom aircraft family in 2009.

We do not incur research and development expenses for defense programs as those are funded by the Brazilian government and other
government customers. Most of our research and development expenses are associated with particular programs either in the commercial or executive aviation segments. See Item 4A. Information on the CompanyHistory and Development of the
CompanyCapital Expenditures: Research and Development.

In 2010, we expect our research and development expenses
to total approximately US$160 million, excluding contributions from risk-sharing partners, but including estimated costs of approximately US$100 million related to development of our new products, and approximately US$60 million related to
development of technology. We receive additional funds from risk-sharing partners to fund our cash costs for our commercial and executive aircraft research and development. In addition, the Brazilian and other governments fund substantially all of
our defense research and development expenses under long-term development contracts.



|5D. | Trend Information
|--- | -----------------

The
following table summarizes our order book for the commercial aviation segment at March 31, 2010. Our total firm order backlog at that date, including executive jets and defense aircraft, was US$16.0 billion at March 31, 2010 (US$16.6
billion at December 31, 2009).



|                    |  |            |  |         |  |            |  |                  
|------------------- |  | ---------- |  | ------- |  | ---------- |  | -----------------
|Commercial Aviation |  | FirmOrders |  | Options |  | Deliveries |  | Firm OrderBacklog
|EMB 120 Brasília    |  | 352        |  |        |  | 352        |  |                 
|ERJ 135             |  | 108        |  |        |  | 108        |  |                 
|ERJ 140             |  | 74         |  |        |  | 74         |  |                 
|ERJ 145             |  | 708        |  |        |  | 701        |  | 7                
|EMBRAER 170         |  | 191        |  | 48      |  | 175        |  | 16               
|EMBRAER 175         |  | 140        |  | 178     |  | 126        |  | 14               
|EMBRAER 190         |  | 443        |  | 383     |  | 275        |  | 168              
|EMBRAER 195         |  | 87         |  | 70      |  | 49         |  | 38               

The following tables set
forth our commercial aviation order book at March 31, 2010 by aircraft type, customer and country.



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ERJ 135:



|                                    |  |             |  |           |  |                  
|----------------------------------- |  | ----------- |  | --------- |  | -----------------
|Customer                            |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|American Eagle (USA)                |  | 40          |  | 40        |  |                 
|British Midland (UK)                |  | 3           |  | 3         |  |                 
|City Airline AB (Sweden)            |  | 2           |  | 2         |  |                 
|ExpressJet (USA)                    |  | 30          |  | 30        |  |                 
|Flandair (France)                   |  | 3           |  | 3         |  |                 
|Jet Magic (Ireland)                 |  | 1           |  | 1         |  |                 
|Luxair (Luxembourg)                 |  | 2           |  | 2         |  |                 
|Pan Européenne (France)             |  | 1           |  | 1         |  |                 
|Proteus (France)                    |  | 3           |  | 3         |  |                 
|Regional Airlines (France)          |  | 3           |  | 3         |  |                 
|Republic Airways (USA)              |  | 15          |  | 15        |  |                 
|South Africa Airlink (South Africa) |  | 5           |  | 5         |  |                 
|                                    |  |             |  |           |  |                  
|Total                               |  | 108         |  | 108       |  |                 
|                                    |  |             |  |           |  |                  
|                                    |  |             | 
|ERJ 140:                            |  |             |  |           |  |                  
|                                    |  |             | 
|Customer                            |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|American Eagle (USA)                |  | 59          |  | 59        |  |                 
|Republic Airways (USA)              |  | 15          |  | 15        |  |                 
|                                    |  |             |  |           |  |                  
|Total                               |  | 74          |  | 74        |  |                 
|                                    |  |             |  |           |  |                  
|                                    |  |             | 
|ERJ 145:                            |  |             |  |           |  |                  
|                                    |  |             | 
|Customer                            |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Aerolitoral (Mexico)                |  | 5           |  | 5         |  |                 
|Air Caraibes (Guadalupe)            |  | 2           |  | 2         |  |                 
|Alitalia (Italy)                    |  | 14          |  | 14        |  |                 
|American Eagle (USA)                |  | 118         |  | 118       |  |                 
|Axon (Greece)                       |  | 3           |  | 3         |  |                 
|British Midland (UK)                |  | 9           |  | 9         |  |                 
|British Regional Airlines (UK)      |  | 23          |  | 23        |  |                 
|Brymon (UK)                         |  | 7           |  | 7         |  |                 
|China Southern (China)              |  | 6           |  | 6         |  |                 
|China Eastern Jiangsu (China)       |  | 5           |  | 5         |  |                 
|China Eastern Wuhan (China)         |  | 5           |  | 5         |  |                 
|Cirrus (Germany)                    |  | 1           |  | 1         |  |                 
|ExpressJet (USA)                    |  | 245         |  | 245       |  |                 
|ERA (Spain)                         |  | 2           |  | 2         |  |                 
|Flandre Air (France)                |  | 5           |  | 5         |  |                 
|GECAS (PB Air - Thailand)           |  | 2           |  | 2         |  |                 
|HNA Group (China)                   |  | 25          |  | 18        |  | 7                
|KLM EXEL (Holland)                  |  | 2           |  | 2         |  |                 
|Lot Polish (Poland)                 |  | 14          |  | 14        |  |                 
|Luxair (Luxembourg)                 |  | 9           |  | 9         |  |                 
|Mesa (USA)                          |  | 36          |  | 36        |  |                 
|Nigeria (Nigeria)                   |  | 1           |  | 1         |  |                 
|Portugalia (Portugal)               |  | 8           |  | 8         |  |                 
|Proteus (France)                    |  | 8           |  | 8         |  |                 
|Regional (France)                   |  | 15          |  | 15        |  |                 
|Republic Airways (USA)              |  | 60          |  | 60        |  |                 



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|                                      |  |             |  |           |  |                  
|------------------------------------- |  | ----------- |  | --------- |  | -----------------
|Customer                              |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Rheintalflug (Austria)                |  | 3           |  | 3         |  |                 
|Rio Sul (Brazil)                      |  | 16          |  | 16        |  |                 
|Satena (Colombia)                     |  | 3           |  | 3         |  |                 
|Sichuan (China)                       |  | 5           |  | 5         |  |                 
|Skyways (Sweden)                      |  | 4           |  | 4         |  |                 
|Swiss (Switzerland)                   |  | 25          |  | 25        |  |                 
|Transtates (USA)                      |  | 22          |  | 22        |  |                 
|                                      |  |             |  |           |  |                  
|Total                                 |  | 708         |  | 701       |  | 7                
|                                      |  |             |  |           |  |                  
|                                      |  |             | 
|EMBRAER 170:                          |  |             |  |           |  |                  
|                                      |  |             | 
|Customer                              |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Alitalia (Italy)                      |  | 6           |  | 6         |  |                 
|BA CityFlyer (England)                |  | 6           |  | 6         |  |                 
|Cirrus (Germany)                      |  | 1           |  | 1         |  |                 
|ECC (Ireland)(1)                      |  | 6           |  | 6         |  |                 
|Egypt Air (Egypt)                     |  | 12          |  | 12        |  |                 
|ETA Star Aviation (India)             |  | 7           |  |          |  | 7                
|Finnair (Finland)                     |  | 10          |  | 10        |  |                 
|Gecas (USA)                           |  | 9           |  | 9         |  |                 
|JAL (Japan)                           |  | 10          |  | 6         |  | 4                
|Jetscape (USA)                        |  | 1           |  | 1         |  |                 
|Lot Polish (Poland)                   |  | 6           |  | 6         |  |                 
|Petro Air (Libya)                     |  | 2           |  | 2         |  |                 
|Regional (France)                     |  | 10          |  | 7         |  | 3                
|Republic Airline (USA)                |  | 48          |  | 48        |  |                 
|Satena (Colombia)                     |  | 1           |  | 1         |  |                 
|Saudi Arabian Airlines (Saudi Arabia) |  | 15          |  | 15        |  |                 
|Sirte Oil (Libya)                     |  | 1           |  | 1         |  |                 
|South Africa Airlink (South Africa)   |  | 2           |  |          |  | 2                
|Suzuyo (Japan)                        |  | 2           |  | 2         |  |                 
|TAME (Ecuador)                        |  | 2           |  | 2         |  |                 
|US Airways (USA)                      |  | 28          |  | 28        |  |                 
|Virgin Blue (Australia)               |  | 6           |  | 6         |  |                 
|                                      |  |             |  |           |  |                  
|Total                                 |  | 191         |  | 175       |  | 16               
|                                      |  |             |  |           |  |                  



|(1) | Customer is Embraers ECC Leasing, which delivered one aircraft to Cirrus, two to Gulf Air, two to Paramount and one to Satena.
|--- | -------------------------------------------------------------------------------------------------------------------------------

EMBRAER 175:



|                         |  |             |  |           |  |                  
|------------------------ |  | ----------- |  | --------- |  | -----------------
|Customer                 |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Air Canada (Canada)      |  | 15          |  | 15        |  |                 
|ECC (Ireland)(1)         |  | 1           |  | 1         |  |                 
|Gecas (USA)              |  | 5           |  | 5         |  |                 
|Lot Polish (Poland)      |  | 16          |  | 8         |  | 8                
|Northwest Airlines (USA) |  | 36          |  | 36        |  |                 
|Oman Airlines            |  | 5           |  |          |  | 5                
|Republic Airlines (USA)  |  | 54          |  | 54        |  |                 
|Royal Jordanian (Jordan) |  | 2           |  | 2         |  |                 
|TRIP (Brazil)            |  | 5           |  | 4         |  | 1                
|Suzuyo (Japan)           |  | 1           |  | 1         |  |                 
|                         |  |             |  |           |  |                  
|Total                    |  | 140         |  | 126       |  | 14               



|(1) | Customer is Embraers ECC Leasing, which delivered one aircraft to Air Caraibes.
|--- | --------------------------------------------------------------------------------



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EMBRAER 190:



|                             |  |             |  |           |  |                  
|---------------------------- |  | ----------- |  | --------- |  | -----------------
|Customer                     |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Aero Republica (Colombia)    |  | 5           |  | 5         |  |                 
|Aeromexico (Mexico)          |  | 12          |  | 2         |  | 10               
|Air Canada (Canada)          |  | 45          |  | 45        |  |                 
|Air Caraibes (Guadalupe)     |  | 1           |  | 1         |  |                 
|Air Moldova (Moldova)        |  | 1           |  |          |  | 1                
|Augsburg (Germany)           |  | 2           |  | 1         |  | 1                
|Azul (Brazil)                |  | 5           |  | 5         |  |                 
|BA CityFlyer (England)       |  | 5           |  | 1         |  | 4                
|Copa (Panama)                |  | 15          |  | 15        |  |                 
|Finnair (Finland)            |  | 13          |  | 10        |  | 3                
|Gecas (USA)                  |  | 24          |  | 24        |  |                 
|HNA Group (China)            |  | 50          |  | 22        |  | 28               
|JetBlue (USA)                |  | 104         |  | 44        |  | 60               
|ECC (Ireland) (1)            |  | 1           |  | 1         |  |                 
|Jetscape (USA)               |  | 9           |  | 2         |  | 7                
|KLM (Holland)                |  | 17          |  | 13        |  | 4                
|Kunpeng (China)              |  | 5           |  | 5         |  |                 
|LAM (Republic of Mozambique) |  | 2           |  | 2         |  |                 
|Lufthansa (Germany)          |  | 15          |  | 5         |  | 10               
|M1 Travel (Lebanon)          |  | 8           |  | 7         |  | 1                
|NAS Air (Saudi Arabia)       |  | 10          |  | 1         |  | 9                
|NIKI (Austria)               |  | 7           |  | 2         |  | 5                
|Regional (France)            |  | 10          |  | 10        |  |                 
|Taca (El Salvador)           |  | 11          |  | 7         |  | 4                
|TAME (Ecuador)               |  | 3           |  | 3         |  |                 
|US Airways (USA)             |  | 32          |  | 25        |  | 7                
|Virgin Blue (Australia)      |  | 18          |  | 15        |  | 3                
|Virgin Nigeria (Nigeria)     |  | 10          |  | 2         |  | 8                
|Undisclosed                  |  | 3           |  |          |  | 3                
|                             |  |             |  |           |  |                  
|Total                        |  | 443         |  | 275       |  | 168              
|                             |  |             |  |           |  |                  



|(1) | Customer is Embraers ECC Leasing, which delivered one aircraft to Jet Blue (USA).
|--- | ----------------------------------------------------------------------------------

EMBRAER 195:



|                         |  |             |  |           |  |                  
|------------------------ |  | ----------- |  | --------- |  | -----------------
|Customer                 |  | Firm Orders |  | Delivered |  | Firm OrderBacklog
|Azul (Brazil)            |  | 31          |  | 5         |  | 26               
|Flybe (UK)               |  | 14          |  | 14        |  |                 
|Gecas (USA)              |  | 7           |  | 7         |  |                 
|Globalia (Spain)         |  | 12          |  | 7         |  | 5                
|Royal Jordanian (Jordan) |  | 2           |  | 2         |  |                 
|Lufthansa (Germany)      |  | 15          |  | 14        |  | 1                
|Montenegro (Montenegro)  |  | 1           |  |          |  | 1                
|Undisclosed              |  | 5           |  |          |  | 5                
|                         |  |             |  |           |  |                  
|Total                    |  | 87          |  | 49        |  | 38               
|                         |  |             |  |           |  |                  



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For additional information regarding trends in our business, see Item 4B. Information
on the CompanyBusiness OverviewBusiness Strategies and Item 5A.  Operating ResultsCurrent Conditions and Future Trends in the Commercial Airline Industry and Executive Jet Market. For risks affecting our
business, see Item 3D. Key InformationRisk Factors.



|5E. | Off-Balance Sheet Arrangements
|--- | ------------------------------

In the normal course of our business, we enter into certain off-balance sheet arrangements, including guarantees, trade-in obligations,
financial and residual value guarantees and product warranty commitments. We also have a number of swap transactions that are described in Item 11. Quantitative and Qualitative Disclosures about Market Risk.

On December 31, 2009, we recorded a US$103.0 million charge against income in connection with financial guarantees based on our risk
assessment of the Mesa Airlines Chapter 11 filing. There can be no assurance that we would not be impacted again (including in a material way) by the exercise of these trade-in options or guarantees, particularly if the current global economic
downturn continues for an extended period of time. See also Note 35 to our audited consolidated financial statements for additional information on our off-balance sheet arrangements. In addition, see Item 3D. Key InformationRisk
FactorsRisks Relating to EmbraerOur aircraft sales are subject to financial and residual value guarantees and trade-in options that may require us to make significant cash disbursements in the future.

Trade-in Obligations

In
connection with the signing of purchase agreements for new aircraft, we may provide trade-in options to our customers. These options provide a customer with the right to trade in existing aircraft upon the purchase and acceptance of a new aircraft.
In 2008, we were required to accept four aircraft for trade-in, and by April 2009 we were required to accept eight additional commercial aircraft that were subject to trade-in options. In 2009, we did not enter into any new trade-in aircraft
options. Under contractual obligations with our customers, our obligation to receive their aircraft as trade-ins arises only to the extent they accept the delivery of certain of our new aircraft. The trade-in price for commercial aircraft is
determined in the manner discussed under Item 5A. Operating ResultsCritical Accounting EstimatesGuarantees and Trade-In Rights. We continue to monitor all trade-in commitments to anticipate any adverse economic impact they
may have in our financial condition. Based on our current evaluation and on third-parties appraisals, we believe that any aircraft accepted in connection with trade-in commitments may be sold or leased in the market without significant profits or
losses.

We were subject to trade-in options relating to three aircraft at December 31, 2009, and in 2010 we became
subject to trade-in options for two additional aircraft as a result of new sales contracts. See Item 5A. Operating ResultsCritical Accounting EstimatesGuarantees and Trade-In Rights. We may be required to accept
trade-ins at prices that are slightly above the then-market price of the aircraft, which would result in financial loss for us when we resell the aircraft. Based on our current estimates and third-party appraisals, we believe that any aircraft
accepted for trade-in could be sold without any material gain or loss. However, there can be no assurance that we would not experience material losses in these cases, particularly if the current global economic downturn were to exert material
downward pressures to the pre-owned aircraft market.

Guarantees

Financial guarantees are triggered if customers do not perform their obligation to service the debt during the term of the financing under
the relevant financing arrangements. Financial guarantees provide credit support to the guaranteed party to mitigate default-related losses. The underlying assets collateralize these guarantees. The value of the underlying assets may be adversely
affected by an economic or industry downturn. Upon an event of default, we are usually the agent for the guaranteed party for the refurbishment and remarketing of the underlying asset. We may be entitled to a fee for such remarketing services.
Typically a claim under the guarantee shall be made only upon surrender of the underlying asset for remarketing.

Residual
value guarantees provide a third party with a specific guaranteed asset value at the end of the financing agreement. In the event of a decrease in market value of the underlying asset, we shall bear the difference between the specific guaranteed
amount and the actual fair market value. Our exposure is mitigated by the fact that, in order to benefit from the guarantee, the guaranteed party has to make the underlying assets meet stringent specific return conditions.



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The following table provides quantitative data regarding guarantees we render to third
parties. The maximum potential payments represent the worst-case scenario and do not necessarily reflect the results expected by us. Estimated proceeds from performance guarantees and underlying assets represent the anticipated values of assets we
could liquidate or receive from other parties to offset our payments under guarantees.



|                                                                        |  |                   |   |  |         |  
|----------------------------------------------------------------------- |  | ----------------- | - |  | ------- | -
|                                                                        |  | At December 31,   |  
|Description                                                             |  | 2009              |   |  | 2008    |  
|                                                                        |  | (in US$ millions) |  
|Maximum financial guarantees                                            |  | 1,248.4           |   |  | 1,537.4 |  
|Maximum residual value guarantees                                       |  | 770.8             |   |  | 754.0   |  
|Mutually exclusive exposure(1)                                          |  | (393.9            | ) |  | (393.9  | )
|Provisions and liabilities recorded                                     |  | (25.1             | ) |  | (27.4   | )
|                                                                        |  |                  
|Off-balance sheet exposure(2)                                           |  | 1,600.2           |   |  | 1,870.1 |  
|Estimated proceeds from performance guarantees and underlying assets(2) |  | 1,811.3           |   |  | 2,013.5 |  



|(1) | When an underlying asset is covered by mutually exclusive financial and residual value guarantees, the residual value guarantee may only be exercised if the financial
guarantee has expired without having been exercised. On the other hand, if the financial guarantee is exercised, the residual value guarantee is automatically terminated. After a financial guarantee expires without being exercised, there is an
average three-month period in which a guaranteed party may exercise the residual value guarantee. This means that our exposure to mutually exclusive financial and residual value guarantees covering a single underlying asset cannot be cumulative.
Therefore, the maximum exposure shown in this line item is not an aggregate amount of the combined value of mutually exclusive financial and residual value guarantees covering a single underlying asset.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As of December 31,2009, financial guarantees provided in connection Mesas purchase of Embraer aircraft were fully accrued on our income statement (see Notes
15 and 29 to our audited consolidated financial statements) and, therefore, are not included as an off-balance sheet item.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As discussed in Note 35 of our audited consolidated financial statements, as of December 31, 2008 and December 31, 2009, we
maintained escrow deposits in the total amount of US$299.7 million and US$308.9 million (including US$74.4 million of cash deposited in escrow as collateral for Mesas purchases of Embraer aircraft), respectively, in favor of third parties for
whom we have provided financial and residual value guarantees in connection with certain aircraft sales financing structures.

Financial
and Residual Value Guarantees

We have guaranteed the financial performance of a portion of the financing for, and the
residual value of, some of our aircraft which have already been delivered. Financial guarantees are provided to financing parties to support a portion of the payment obligations of purchasers of our aircraft under their financing arrangements to
mitigate default-related losses. These guarantees are collateralized by the financed aircraft.

Assuming all customers
supported by financial guarantees defaulted on their aircraft financing arrangements, and also assuming we were required to pay the full aggregate amount of outstanding financial and residual value guarantees and were not able to remarket any of the
aircraft to offset our obligations, our maximum exposure under these guarantees (less provisions and liabilities) would have been US$1,600.2 million as of December 31, 2009. For further discussion of these off-balance sheet arrangements, see
Note 35 to our audited consolidated financial statements.

At December 31, 2009, we had US$308.9 million deposited in
escrow accounts as collateral for financing and residual value guarantees of certain aircraft sold by us, including US$74.4 million of cash deposited in escrow as collateral for Mesas purchases of Embraer aircraft. If the guarantor of the debt
(an unrelated third party) is required to pay the creditors of such financing arrangement or the residual value guarantee, the guarantor has the right to withdraw from the escrow account. Based on current estimates, we believe that the proceeds from
the sale



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or lease of the covered aircraft (based on resale value as of December 31, 2009) and from other offsetting collections, such as cash deposits, would be US$1,811.3 million. The deposited
amounts will be released when the financing contracts mature (from 2013 to 2021) if no default by the buyers of the aircraft occurs or the aircraft market price is above the residual value guarantee.

The interest earned on the escrow funds is added to the balance in escrow and is recorded as interest income by us. In order to earn a
better interest rate on such guarantee deposits, at December 31, 2009, we had part of the US$308.9 million deposited in escrow accounts invested in 14-year structured notes in a total amount of US$123.4 million with the depositary bank, which
generated interest in the amount of US$7.6 million in 2009 that was added to the principal amount and recognized in our consolidated statements of income and comprehensive income. This yield enhancement was obtained through a credit default swap
(CDS) transaction, which provides the right of early redemption of the note in case of a credit event by us. Upon such a credit event, the note may be redeemed by the holder at the greater of the notes market value or its original face amount,
which would result in a loss of all interest accrued on such note to date. Credit events include obligation and payment defaults under the terms of the guarantees above specified thresholds, events related to the restructuring of the obligations
above a specified threshold, bankruptcy and a repudiation of and/or moratorium on the obligations above a specified threshold. See Note 11 to our audited consolidated financial statements.

Residual value guarantees typically ensure that, in the 15th year after delivery, the relevant aircraft will have a residual market value
of a percentage of the original sale price. More recently, residual value guarantees have been issued to ensure a residual market value for the 10th year following delivery of the aircraft. Most of our residual value guarantees are subject to a
limitation (a cap) and, therefore, in average our guaranteed residual value is 18% of the original sale price. In the event of a decrease in the market value of the underlying aircraft and an exercise by the purchaser of the residual
value guarantee, we will bear the difference, if any, between the guaranteed residual value and the market value of the aircraft at the time of exercise. Our exposure is mitigated by the fact that the guaranteed party, in order to benefit from the
guarantee, must make the aircraft meet specific return conditions.

We continuously re-evaluate our risk under our guarantees
and trade-in obligations based on a number of factors, including the estimated future market value of our aircraft based on third-party appraisals, including information developed from the sale or lease of similar aircraft in the secondary market,
and the credit rating of customers.



|5F. | Tabular Disclosure of Contractual Obligations
|--- | ---------------------------------------------

The following table and discussion provide additional disclosure regarding our material contractual obligations and commercial commitments
as of December 31, 2009.



|                               |  |                   |  |                 |  |             |  |             |  |                 
|------------------------------ |  | ----------------- |  | --------------- |  | ----------- |  | ----------- |  | ----------------
|Contractual Obligations        |  | Total             |  | Less than1 year |  | 1  3 years |  | 3  5 years |  | More than5 years
|                               |  | (in US$ millions)
|Loans and interest             |  | 2,575.0           |  | 619.5           |  | 676.2       |  | 140.0       |  | 1,139.3         
|Pension fund                   |  | 163.0             |  | 20.8            |  | 31.6        |  | 31.6        |  | 79.0            
|Capital lease obligations      |  | 20.0              |  | 5.2             |  | 8.1         |  | 5.8         |  | 0.9             
|Operating leases               |  | 29.9              |  | 5.7             |  | 3.3         |  | 2.0         |  | 18.9            
|Purchase obligations           |  | 596.3             |  | 596.3           |  |            |  |            |  |                
|Non recourse and recourse debt |  | 507.5             |  | 135.9           |  | 21.8        |  | 222.7       |  | 127.1           
|Customer advances              |  | 1,166.6           |  | 768.5           |  | 366.1       |  | 26.3        |  | 5.7             
|Contribution from suppliers    |  | 67.7              |  |                |  | 67.7        |  |            |  |                
|Other liabilities              |  | 1,031.7           |  | 276.5           |  | 327.2       |  | 195.8       |  | 232.2           
|                               |  |                   |  |                 |  |             |  |             |  |                 
|Total                          |  | 6,157.7           |  | 2,428.4         |  | 1,502.0     |  | 624.2       |  | 1,603.1         
|                               |  |                   |  |                 |  |             |  |             |  |                 

The above table shows the sum of the outstanding
principal and anticipated interest due at maturity date. For the fixed rate loans, the interest expenses were calculated based on the rate established in each debt contract. For the floating rate loans, the interest expenses were calculated based on
a market forecast for each period (LIBOR 6m  12m), dated on December 31, 2009. This floating rate exposure is managed through derivatives operations. See Item 11. Quantitative and Qualitative Disclosures About Market Risk.



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The above table does not reflect contractual commitments related to trade-in options and
financial and residual value guarantees discussed in Item 5E. Off-Balance Sheet Arrangements above. See Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerOur aircraft sales are subject to financial and
residual value guarantees and trade-in options that may require us to make significant cash disbursements in the future.

Purchase obligations consist of trade accounts payable and insurance payables.

Other long-term liabilities include taxes and payroll charges payable in the total amount of US$491.9 million at December 31, 2009.
The above table does not reflect any information about our derivative instruments, which are discussed more fully in Item 11. Quantitative and Qualitative Disclosures About Market Risk.



|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|6A. | Directors and Senior Management
|--- | -------------------------------

We are managed by our Conselho de Administração, or Board of Directors, composed of 11 members, and our
Diretoria, or executive officers, composed of at least four and at the most 11 members (each an executive officer). We have a permanent Conselho Fiscal, which is composed of five members and an equal number of alternates.

There are no family relationships among the members of our Board of Directors and/or our executive officers.

Board of Directors

Our
Board of Directors ordinarily meets four times a year and extraordinarily when called by the chairman or by the majority of members of the Board. It has responsibility, among other things, for establishing our general business policies and for
electing our executive officers and supervising their management.

Our Board of Directors is appointed by our shareholders for
a two-year term, reelection being permitted, having three reserved seats as follows: (1) one to be appointed by the Brazilian government, as holder of the golden share, and (2) two to be appointed by our employees. The
remaining eight directors are elected in accordance with the slate voting or cumulative voting rules contained in our bylaws. See Item 10B. Additional InformationMemorandum and Articles of AssociationBoard of
DirectorsElection of Board of Directors for a detailed description of the rules and procedures regarding the nomination and election of our Board members. The Brazilian Corporate Law requires that each director hold at least one of our
shares. There is no mandatory retirement age for our directors.

Under the rules of the Novo Mercado, the members of
our Board of Directors have agreed to comply with the Novo Mercado Regulations and with the rules of the São Paulo Stock Exchange Arbitration Chamber before taking office, and for such purpose have executed a Term of Agreement of
Management (Termo de Anuência dos Administradores).

Set forth below are the names, ages, positions, the year
first elected and brief biographical descriptions of the members of our Board of Directors elected at our annual shareholders meeting held on April 19, 2010.



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|                                 |  |     |  |                                    |  |                   
|-------------------------------- |  | --- |  | ---------------------------------- |  | ------------------
|Name                             |  | Age |  | Position                           |  | Year First
Elected
|Maurício Novis Botelho           |  | 67  |  | Chairman of the Board of Directors |  | 2000              
|Sérgio Eraldo de Salles Pinto    |  | 45  |  | Member of the Board of Directors   |  | 2009              
|Cecília Mendes Garcez Siqueira   |  | 52  |  | Member of the Board of Directors   |  | 2009              
|Wilson Carlos Duarte Delfino     |  | 63  |  | Member of the Board of Directors   |  | 2004              
|Aprígio Eduardo de Moura Azevedo |  | 59  |  | Member of the Board of Directors   |  | 2010              
|Israel Vainboim                  |  | 65  |  | Member of the Board of Directors   |  | 2009              
|Wilson Nélio Brumer              |  | 61  |  | Member of the Board of Directors   |  | 2009              
|Hermann Wever                    |  | 73  |  | Member of the Board of Directors   |  | 2006              
|Samir Zraick                     |  | 69  |  | Member of the Board of Directors   |  | 2006              
|Paulo Cesar de Souza Lucas       |  | 50  |  | Member of the Board of Directors   |  | 1999              
|Claudemir Marques de Almeida     |  | 57  |  | Member of the Board of Directors   |  | 2004              

Maurício
Novis Botelho.Mr. Botelho has been the Chairman of the Board of Directors of Embraer since March 2006. He has served as our President and Chief Executive Officer since September 1995 and has led the company after its privatization,
instituting a new entrepreneurial corporate culture focused on customer satisfaction, which resulted in a successful turnaround and positioning of Embraer as one of the world leaders in the aeronautical market. Mr. Botelho served as CEO of
Stelar Telecom, former OTL  Odebrecht Automação & Telecomunicações Ltda., a telecommunications company, from 1988 to 1995. He also served as CEO of CMW Equipamentos S.A., an industrial automation company,
from 1985 to 1995, STL  Engenharia de Sistemas Ltda., a project engineering company, from 1985 to 1995, and Soluções Integradas PROLAN Ltda., a corporate network company, from 1994 to 1995. Mr. Botelho was the executive
vice-president of TENENGE  Técnica Nacional de Engenharia Ltda., a construction company, during 1992 and an executive officer of Cia. Bozano during 1995. Until April 2009 he was a board member of Perdigão S.A., one of the largest
meat and milk processing companies in Brazil. In addition to his position as Chairman of our Board of Directors, he is the President of Mogno Consultoria de Negócios Ltda., a business consulting company, and is a board member of various
companies and organizations, such as CBMM - Companhia Brasileira de Metalurgia e Mineração, the largest world producer of niobium, the Latin America Advisory Board, and CDES, a strategic advisory board to the Presidency of Brazil.
Mr. Botelho has been awarded, among others, the Ordem do Rio Branco (the highest honor from the Brazilian government), Commander, and the Legion dHonneur, Chevalier from France.

Sérgio Eraldo de Salles Pinto.Mr. Salles Pinto has been a member of the Board of Directors of Embraer since April
2009. Mr. Salles Pinto has been the Executive Manager of Cia. Bozano and of Bozano Holdings since 2000, being responsible for the administration of the companies funds through several financial instruments. From 1988 to 2000, he worked at
several companies of Banco Bozano, Simonsen S.A. Mr. Salles Pinto earned undergraduate degrees in Economics and Electrical Engineering from the Center of Unified Teaching of Brasília (CEUB) and the University of Brasília (UnB),
respectively. He holds a Master degree in Economics from Fundação Getulio VargasRio de Janeiro (EPGE) and a Master degree in Administration from the Catholic University of Rio de Janeiro (PUC).

Cecília Mendes Garcez Siqueira.Mrs. Siqueira has been a member of the Board of Directors of Embraer since April 2009.
Mrs. Siqueira is the Vice Chairman of the Board of Directors of CPFL Energia, or CPFL, a major Brazilian energy company, and Executive Officer of Business Planning of the Caixa de Assistência dos Funcionários do Banco do Brasil
(Pension Fund of Banco do Brasils Employees), or PREVI. She was a board member of PREVI from 2002 to 2004 and of Neoenergia, a Brazilian renewable energy company, from 2002 to 2005. Mrs. Siqueira earned an undergraduate degree in
Education from the University of BrasíliaDF and in Psychology at the Foundation of Higher Education of São João del Rei (FUNREI) - MG. She holds a postgraduate degree in Business and Pension Fund Management, both from the
Fundação Getúlio Vargas - DF. She is also a specialist in Pension Fund Management at Wharton School of Business and a Masters in Administration from IBMEC - RJ. In 2009, she earned the Advanced Management Program (AMP 177)
Certificate from Harvard Business School.

Wilson Carlos Duarte Delfino.Mr. Delfino has been a member of the
Board of Directors of Embraer since 2004. Mr. Delfino has been President and CEO of Fundação Sistel de Seguridade Social (Pension Fund of Brazilian Telecommunications Companies Employees), or SISTEL, a pension fund, since
January 2004, and has served as executive officer of the Planning and Office of SISTEL from April 2000 to December 2003. From September 1993



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to September 1994, Mr. Delfino served as assistant to the chief executive officer and was responsible for the Coordination of the Committee of Investments of SISTEL. From October 1994 to
March 2000, he was Manager of the Investment Analysis Department of SISTEL. He was also a member of the board of directors of Paranapanema, a mining company, from April 1998 to April 2006, and a member of the board of directors of Perdigão
S.A from April 2004 to April 2007.

Aprígio Eduardo de Moura Azevedo.Mr. Azevedo was elected to the Board
of Directors of Embraer in April 2010. Mr. Azevedo participated in the Instructor Academic Course (MAXWELL A.FB.), the Improvement of Officers Course (EAOAR), the Course of Command and State (ECEMAR) and the Course of High Studies of Politics and
Strategy (ESG) and completed a post-graduate program in Management of Human Resources at Catholic University of Rio de Janeiro (PUC). He was Chief of Sections of Doctrine and Education of Air Unities, Assistant to the Commander of the School of
Officers Specialists of the Brazilian Air Force, Assistant of the Section of Operations of the Transport Air Command and Official of the Office of the Ministry of the Brazilian Air Force, where he was the Chief Officer of Ceremony, Chief Officer of
the Section of Public Relations, Chief Officer of the Secretary of the Minister and Commander of the Group of Special Transport. He was also Chief of the Commission of Introduction of the Protection System of the Amazon region in the General Office
of Strategic Subjects and Finances of the Brazilian Air Force, Chief of the Brazilian Air Force Commission in Washington, Chief of the Section Logistics Protection of the State of the Brazilian Air Force and President of the Coordinating Commission
of the Aircraft Combat Program.

Israel Vainboim.Mr. Vainboim has been a member of the Board of Directors of
Embraer since April 2009. Mr. Vainboim is a member of the Board of Directors of Itaú Unibanco Banco Múltiplo S.A., Souza Cruz S.A., Cia. Iochpe-Maxion, the leading Brazilian manufacturer of wheels and frames for commercial
vehicles and railway freight cars, the Museu de Arte Moderna de São Paulo (Museum of Modern Art of São Paulo), the alumni association of the Federal University of Rio de Janeiro, and the Albert Einstein Hospital in São Paulo. He
is also Vice President of the Board of the House of Culture of Israel in São Paulo and a member of the International Advisory Council of General Atlantic Partners, located in New York, New York. Mr. Vainboim was also the President of
Unibanco  União de Banco Brasileiros S.A. from 1988 to 1992, President of Unibanco Holdings S.A. from 1994 to 2007, and Chairman of the Board of Directors and the President of the Audit Committee of Unibanco Holdings S.A. from 2007 to
February 2009. Mr. Vainboim earned an undergraduate degree in Mechanical Engineering from the Federal University of Rio de Janeiro and holds an MBA from Stanford University.

Wilson Nélio Brumer.Mr. Bruner has been a member of the Board of Directors of Embraer since April 2009.
Mr. Brumer is the co-founder and has been partner of Winbros Participações, Gestão e Empreendimentos Ltda. since April 2007. He is co-founder and Chairman of the Board of Directors of Omega Energia Renovável, an
energy company, since March 2008. He is also Chairman of the Board of Directors of Usiminas S.A., and member of the Board of Directors of Localiza S.A, a car rental company. He was CEO of CVRD  Companhia Vale do Rio Doce, or CVRD, from 1990 to
1992, and Acesita  Companhia Aços Especiais Itabira from November 1992 to October 1998. He participated in the administration of the Government of the State of Minas Gerais as Secretary of Economic Development. Mr. Brumer earned an
undergraduate degree in Business from the School of Administrative and Accounting Economical Sciences of FUMEC  MG.

Hermann Wever.Mr. Wever has been a member of Embraers Board of Directors of Embraer since 2006. He was also the
president of the Consulting Board of Siemens Ltda. since 2001. From 1987 to 2001, Mr. Wever was president of Siemens do Brasil. He was also Officer of Energy and Installations at Siemens do Brasil from 1980 to 1987. Prior to that,
Mr. Wever held several positions at General Electric, including Industrial Officer of the department of light bulbs and lighting from 1968 to 1974, and Vice President of Domestic Appliances from 1974 to 1978.

Samir Zraick.Mr. Zraick has been a member of the Board of Directors of Embraer since 2006. Mr. Zraick was chief
financial officer of CVRD, and head of its U.S. affiliate from 1971 to 1986. He was also a Board Member of CVRD in 2000 and served as a Special Advisor and member of CVRDs Strategic Committee from 2001 to 2004. He was CFO and VP for Business
Development of Caemi Mineração e Metalurgia S.A., a Brazilian mining company, from 1986 to 1998. He was a member of the Board of Directors and Chairman of the Marketing Committee of Quebec Cartier Mining, in Montreal, Quebec, from 1990
to 1999. He served as a Board Member of Canico Resources in Vancouver, British Columbia, from July 2004 to March 2006. Mr. Zraick is also member of the Board of Directors of Mineração e Metálicos S.A. - MMX, a Brazilian
mining company, MPX Energia S.A., a Brazilian energy company, and LLX Logística S.A., a Brazilian logistics company.



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Paulo Cesar de Souza Lucas.Mr. Lucas has been a member of the Board of
Directors of Embraer since 1999. Mr. Lucas has participated in our strategic planning division since 1998 and was implementation coordinator of Embraers modernization and cost-reduction strategy from 1990 to 1996. Mr. Lucas has been
working at Embraer for more than 17 years and is a representative of our shareholder employees.

Claudemir Marques de
Almeida.Mr. Almeida has been a member of the Board of Directors of Embraer since 2004. Mr. Almeida has been an employee of Embraer since 1987, and currently holds the position of Quality Controller I at Embraer. He previously served
as a member of our Board of Directors from January 1995 to April 2001. Mr. Almeida is the representative of our non-shareholder employees.

Committees

Three
committees were formed to assist the Board of Directors in its duties and responsibilities:



| |  |  | Executive Committee: which may have up to four members, but has no executive power. The primary purpose of the Executive Committee is to assist the
Board of Directors in its functions. Members of our Board of Directors, their alternates, or our executive officers may be nominated for the committee. The Executive Committees responsibilities are to: (1) establish a general direction
for our businesses; (2) approve and follow-up on our action plan proposed by the executive officers, including annual and multi-annual budgets, strategic plans, expansion projects, as well as investment and acquisition programs; (3) set,
follow-up on and evaluate the achievement of planned results to be established for the President and CEO in accordance with the approved action plan, which will guide his participation in our results based on current policy; and (4) assist the
Board of Directors in specific matters as requested. The current members of the Executive Committee are Maurício Novis Botelho, Hermann Wever, Israel Vainboim and Cecília Mendes Garcez Siqueira.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Human Resources Committee: which has four members appointed by our Board of Directors. The members of the Human Resources Committee may be members of
our Board of Directors, their alternates, or our executive officers. One of the members will be the Chairman of the Board of Directors, who will be responsible for coordinating the activities of the committee. The Human Resources Committee will
operate until the end of the tenure of our current Board of Directors or before if so decided by the Board of Directors. Its purpose is to assist the Board of Directors in the following duties, according to our bylaws: (1) appoint and remove
executive officers from office and designate their duties as provided by the bylaws; (2) subject to the duties of the executive officers, establish the functions and responsibilities of our executive officers and select the Investor Relations
Officer in accordance with CVM regulations; (3) approve our compensation and human relations policy, including compensation criteria, rights and benefits, as well as executive officers individual compensation; and (4) authorize the
transfer of our resources to employee associations, charity and recreational entities, the private security fund and foundation. The current members of the Human Resources Committee are Maurício Novis Botelho, Wilson Nélio Brumer,
Wilson Carlos Duarte Delfino and Sérgio Eraldo de Salles Pinto.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Conselho Fiscal: See Item 6C. Board PracticesConselho Fiscal below.
| | - |  | -----------------------------------------------------------------------

Executive Officers

Our
executive officers are responsible for our day-to-day management. The executive officers have individual responsibilities established by our bylaws and by the Board of Directors.

The terms of office for members of our Board of Directors and for our executive officers is two years, with each executive officer
eligible for reelection.



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Until the annual general meeting of our shareholders to be held in 2010, a majority vote of
the members of our Board of Directors will be necessary to remove an officer. After the annual general meeting of our shareholders, a vote of at least seven members of our Board of Directors will be necessary to remove an officer.

Our bylaws forbid any executive officer from also serving at the same time as a member of our Board of Directors. Our bylaws contain a
provision that our CEO will participate in meetings of the Board of Directors, but shall not vote on resolutions of the Board of Directors.

Under the rules of the Novo Mercado, our executive officers have agreed to comply with the Novo Mercado Regulations and to
the rules of the São Paulo Stock Exchange Arbitration Chamber before taking office and for such purpose have executed a Term of Agreement of Management (Termo de Anuência dos Administradores).

Set forth below are the names, ages, positions, the year first elected and brief biographical descriptions of our executive officers
elected at our Board of Directors meeting held on April 29, 2010:



|                                 |  |     |  |                                                                          |  |                   
|-------------------------------- |  | --- |  | ------------------------------------------------------------------------ |  | ------------------
|Name                             |  | Age |  | Position                                                                 |  | Year First
Elected
|Frederico Pinheiro Fleury Curado |  | 48  |  | President and Chief Executive Officer                                    |  | 1995              
|Mauro Kern Junior                |  | 49  |  | Executive Vice-President  New Programs, Airline Market                  |  | 2007              
|Luis Carlos Affonso              |  | 50  |  | Executive Vice-President  Executive Aviation                            |  | 2006              
|Orlando José Ferreira Neto       |  | 50  |  | Executive Vice-President  Defense Market and Governments                |  | 2009              
|Emílio Kazunoli Matsuo           |  | 57  |  | Executive Vice-President  Strategic Planning and Technology Development |  | 2009              
|Artur Aparecido V. Coutinho      |  | 61  |  | Executive Vice-President  Chief Operating Officer                       |  | 2005              
|Luiz Carlos Siqueira Aguiar      |  | 47  |  | Executive Vice-President  Finance and Chief Financial Officer           |  | 2006              
|Flávio Rímoli                    |  | 51  |  | Executive Vice-President  Legal Counsel                                 |  | 2007              
|Horácio Aragonés Forjaz          |  | 58  |  | Executive Vice-President  Administration and Communication              |  | 1998              
|Antônio Júlio Franco             |  | 61  |  | Executive Vice-President  Personnel Planning and Development            |  | 2007              

Frederico Pinheiro
Fleury Curado.On April 23, 2007, Mr. Curado was appointed Embraers President and CEO. Mr. Curado was our Executive Vice-President for the Airline Market from 1998 to April 2007, and Executive Vice-President for Planning and
Organizational Development from 1995 to August 1998. Prior to that, he held several different positions at Embraer in the areas of manufacturing, production, information technology and subcontracts. Mr. Curado holds a Bachelors degree in
Mechanical and Aeronautical Engineering from the Instituto Tecnológico de Aeronáutica (Technological Aeronautics Institute), or ITA, and an MBA from the University of São Paulo, or USP. Mr. Curado has been awarded the Medal
of Aeronautical Merit by the Brazilian government and the Medal of Merit by the Brazilian Association of Military Engineering.

Mauro Kern Junior. In April 2010, Mr. Kern was appointed Embraers Executive Vice-President for New Programs, Airline
Market and, prior to this position, Mr. Kern had served as Embraers Executive Vice-President for the Airline Market since April 2007. He joined Embraer in 1982 as a System Engineer and he worked on the landing gear project of the military
aircraft AMX. In 1984, he joined Embraers Equipment Division (EDE), a company specialized in landing gear and hydraulic equipment. Mr. Kern worked for 11 years in different departments of Embraer, including engineering, marketing, sales
and customer support. In 1999, Mr. Kern joined the Program Management Office of the Embraer 170/190 program as its Chief Engineer and Program Manager. In April 2004, Mr. Kern was appointed the Senior General Manager of the EMBRAER 170/190
program. In July 2005, Mr. Kern was appointed Embraers Vice-President of Airline Market Programs. Mr. Kern holds a Bachelors degree in Engineering from the University of Rio Grande do Sul.

Luis Carlos Affonso.In 2005, Mr. Affonso was appointed Embraers Executive Vice-President for Executive Aviation. Prior
to that, he held several positions at Embraer, including Senior Vice-President of



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Engineering and New Product Development from 2004 to 2005 and led the EMBRAER 170/190 program since its inception. Previously, Mr. Affonso was Chief Engineer for the successful ERJ 145
program. Mr. Affonso holds a Bachelors degree in Aeronautical Engineering from ITA and an MBA from USP. He is a member of the Board of Directors of the Brazilian General Aviation Association, or ABAG, and the General Aviation
Manufacturers Association (GAMA).

Orlando José Ferreira Neto.Mr. Ferreira Neto is currently our Executive
Vice President for Defense Aviation. In January 2009, he was appointed as our Asia & Pacific Marketing & Sales Vice-President and was based in Singapore. From 2004 to 2006, Mr. Ferreira Neto was the Officer for Marketing and
Sales of Commercial Aviation for Latin America. In November 1998 he was appointed Embraers Market Intelligence Officer for Commercial Aviation, remaining in this position until mid-2004. Before that, he was the Senior Corporate Planning
Manager and Programs Planning consultant engineer of Embraer. Mr. Ferreira Neto has also worked as an Industrial Systems Senior Manager for Multitel/GTE and as an Engineer for Pratt & Whitney Canada. In 1983, he earned an undergraduate
degree in Mechanical Aeronautical Engineering from ITA. He earned a post-graduate degree in Research & Technology Management from ITA in 1989, and an Executive MBA from USP in 1998.

Emilio Kazunoli Matsuo.In January 2009, Mr. Matsuo was appointed Embraers Executive Vice-President for Technology.
Mr. Matsuo earned an undergraduate degree in Aeronautical Engineering from ITA in 1977. Mr. Matsuo began his career at Embraer in 1978 as a systems engineer, working in the environment and flight control systems areas. Mr. Matsuo also
worked for three years in Italy on the AMX Military Program, being responsible for the fly-by-wire electronic control and flight control systems. During the 80s and 90s, Mr. Matsuo lead significant new projects for Embraer. In the
late 1990s, he became Embraers Programs Director, after playing a key role in the ERJ 145 family program, and in 2002 he was appointed as Embraers Product Development Engineering officer. Mr. Matsuo also played an important role in
the development and certification of the EMBRAER 170/190 jet family as the programs Chief Engineer. In January 2007, he was appointed our Senior Vice President for Engineering responsible for product development and support engineering, ground
and flight testing and product integrity, as well as for the certification office for all Embraer products.

Artur
Aparecido V. Coutinho.In 2010, Mr. Coutinho was appointed Embraers Executive Vice-President and Chief Operating Officer. In 2005, he was appointed our appointed Executive Vice-President for Procurement and Industrial Operations and
had been acting in that capacity until being elected as our Chief Operating Officer. From January 2003 to March 2005, Mr. Coutinho was Embraers Vice-President responsible for marketing, sales and customer support activities in North
America. From February 2000 to December 2002, he was our Vice-President for Customer Service. Prior to that, Mr. Coutinho held several different positions at Embraer in the areas of marketing, training and quality control.

Luiz Carlos Siqueira Aguiar. In January 2009, Mr. Aguiar was appointed Embraers Chief Financial Officer.
Mr. Aguiar is an economist with a masters degree in Business Administration from the Rio Grande do Sul Federal University. Starting in 2003, Mr. Aguiar was PREVIs Chief Investment Officer responsible for US$28 billion in assets
and a member of the International Corporate Governance Network (ICGN). From 2003 to 2005, he was appointed to represent PREVI on the board of directors of various companies, including Embraer. During this period, he also represented Banco do Brasil
on the Finance Committee of CVRD, the Board of Directors of CPFL and the Board of Directors of SBCESeguradora Brasileira de Crédito à Exportação S.A, a Brazilian insurance company. During most of his career he
worked at Banco do Brasil, where he had the opportunity to plan and introduce major international operations. He worked at Banco do Brasils New York branch and later in its international division in São Paulo, in charge of Trade Finance
Portfolio Management. In the end of 2005, Mr. Aguiar was appointed Executive Vice-President of Embraer responsible for worldwide Defense Market and Governmental Aviation products and systems marketing, sales and contract administration,
product development and product support engineering, as well as the management of serial and phased-out programs.

Flávio Rímoli. Mr. Rímoli is currently Embraers Executive Vice-President and General Counsel.
Since May 2005, he has been Secretary of Embraers Board of Directors. Mr. Rímoli has been working at Embraer for more than 29 years, having occupied different positions, particularly in the industrial and commercial areas. He was
our Senior General Manager for Contracts for the commercial aviation market for many years and our Senior Vice-President for Commercial Aviation Market from 2002 to 2005. Mr. Rímoli holds a Bachelors degree in Mechanical
Engineering from the Escola de Engenharia Industrial de São José dos Campos, a Law degree from Universidade do Vale do Paraíba, and specialization degrees in Operational Research and Corporate Law from ITA and
Fundação Getúlio Vargas, respectively.



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Horácio Aragonés Forjaz.Mr. Forjaz is currently Embraers
Executive Vice-President for Corporate Affairs. In the past, Mr. Forjaz was our Executive Vice-President for Corporate Communications from 2001 to January 2008, and Executive Vice-President for Planning and Organizational Development from 1998
to 2001. From 1991 to 1994 and from 1997 to 1998, he was Embraers Chief Engineer. From 1995 to 1997, Mr. Forjaz was the operational director of Compsis Computadores e Sistemas Ltda., a Brazilian systems engineering and software company.
From 1975 to 1995, he held several different positions at Embraer in the areas of systems engineering and design. Mr. Forjaz holds a Bachelors degree in Electronic Engineering from ITA and a MSc degree in Applied Computer Science
from the Instituto Nacional de Pesquisas Espaciais (Brazilian Institute of Aerospace Research). Mr. Forjaz is also a member of the Board of Directors of SAE BRASIL, a mobility engineering society, and of the Advisory Board of CPqD,
Brazils Telecommunications Center of Research and Development.

Antonio Júlio Franco.In April 2010,
Mr. Franco was appointed Embraers Executive Vice-President for Personnel Planning and Development and, prior to this position, Mr. Franco had served as Embraers Executive Vice-President for Organizational Development and
Personnel since 2007. He is responsible for Human Resources, Organizational Development, Corporate Quality, IT and Management Support. Before joining Embraer, Mr. Franco worked at the Odebrecht Group for 25 years. From 1999 to 2002
Mr. Franco worked as a business consultant for various Brazilian and international companies, focusing on human resources matters. Mr. Franco joined Embraer in 2002, having worked in different positions within the Human Resources
department. Mr. Franco holds a Law degree and a Bachelors degree in Business Administration.



|6B. | Compensation
|--- | ------------

Overview

For the fiscal year ended December 31, 2009, the aggregate compensation (including benefits in kind granted) that we paid to members
of the Board of Directors, the Conselho Fiscal and the executive officers for services in all capacities was approximately US$12.7 million. In addition, in 2009, we set aside approximately US$0.4 million for the payment of pension benefits to
our executive officers. Members of our Board of Directors and Conselho Fiscal do not receive such benefits. The board members, Conselho Fiscal members and executive officers did not receive any compensation (including benefits in kind)
from any of our subsidiaries. At December 31, 2009, none of the board members, Conselho Fiscal members or executive officers had any financial or other interests in any transaction involving us which was not in the ordinary course of our
business.

At our annual shareholders meeting held on April 19, 2010, a maximum amount of R$45 million was approved to be
paid as aggregate compensation to our directors, executive officers and members of our Conselho Fiscal.

In addition,
at April 19, 2010, our board members and executive officers owned an aggregate of 1,942,761 common shares.

Stock Option Plan

At a special shareholders meeting held on April 17, 1998, our controlling shareholders approved a stock option plan
for management and employees, including those of our subsidiaries, subject to restrictions based on continuous employment with us for at least two years. The five-year term for the granting of options under the plan expired on May 31, 2003.

Under the terms of the plan, we were authorized to grant options to purchase up to 25,000,000 common shares over the
five-year period from the date of the first grant. As of the end of this five-year period, we had granted options for an aggregate of 20,237,894 common shares, including 662,894 options granted in connection with our share dividend in 2002, at a
weighted average exercise price of R$6.17 per share. The options granted to each employee vest as follows: 30% after three years from the date granted, an additional 30% after four years and the remaining 40% after five years. Employees may exercise
their options for up to seven years from the date they are granted. At December 31, 2008, 17,892,239 of the total options granted had been exercised. Of the total number



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of options granted, options to purchase an aggregate of 7,799,470 common shares have been granted to our executive officers at a weighted average exercise price of R$4.57 per share, of which
7,057,105 were exercised during the period from June 1, 2001 through December 31, 2008. No options under this plan were granted or exercised in 2009.

At a special shareholders meeting held on April 19, 2010, our shareholders approved a second stock option plan for management
and employees, including those of our subsidiaries, subject to restrictions based on continuous employment with us for at least two years. Our Board of Directors is empowered to choose employees and members of management who will be eligible to
receive stock options, which are to be awarded free of charge. Nevertheless, in extraordinary circumstances our Board of Directors may grant stock options to persons employed with us for less than two years with a view to hiring and retaining
strategic personnel. Our Board of Directors is also empowered to determine the terms of the stock option contracts. This second stock option plan has an indefinite period of duration and may be terminated at any time by our Board of Directors after
which no new options may be granted. However, options granted prior to the termination of the plan will not be affected and may be exercised subject to the terms and conditions of the plan and respective stock option contract. Under the terms of
this second stock option plan, we are authorized to grant options to purchase up to 1.5% of our common shares. As of the date of this annual report, no options had been granded or exercised under our second stock option plan.

Profit Sharing Plan

We
first implemented a profit sharing plan in 1998 that linked employee profit sharing to dividend payments. In December 2008, the Board of Directors approved changes to the methodology for calculating the employee profit sharing. The new program, as
amended in 2008 by our Board of Directors, is now tied to our net income, calculated in accordance with U.S. GAAP, and to individual and business unit performance targets. Of the total amount reserved for the profit sharing program, 30% is
distributed in equal parts to all employees, while 70% is distributed proportionally to the employees salary.

Under the
new plan, we may pay, on a discretionary basis, additional amounts of up to 2.5% of our net income, calculated in accordance with U.S. GAAP, to employees who have performed exceptionally. We believe that this policy encourages individual employees
to meet our production goals.

The policy provides that this additional distribution of up to 2.5% to exceptionally performing
employees, is subject to, and must be adjusted in accordance with, certain cash flow events. Such distribution, if applicable, is made in cash after our annual general shareholders meeting at which our annual financial statements are approved.
For certain high level employees, two-thirds of the distribution is distributed in cash on the same date and the remaining one-third is allocated as virtual common shares and payments related thereto are made over a three-year period,
using a weighted average price formula. As a result, the value of these payments is tied to the future market performance of our common shares.

For the 2007, 2008 and 2009 fiscal years, we distributed US$71.0 million, US$50.1 million and US$33.7 million, respectively, to our
employees under our profit sharing plan.

Defined Contribution Pension Plan

We sponsor a defined contribution pension plan for employees, the participation in which is optional. The plan is managed by EMBRAER PREV
 Sociedade de Previdência Complementar. Contributions made by us to this plan in the years ended December 31, 2007, 2008 and 2009 were US$15.9 million, US$18.2 million and US$16.0 million, respectively. For more information on our
post-retirement benefits, see Note 23 to our audited consolidated financial statements.



|6C. | Board Practices
|--- | ---------------

Our
Board of Directors is appointed for two-year terms. See Item 6A. Directors and Senior ManagementBoard of Directors for the year each of the members of our Board of Directors was first elected.

The executive officers are elected by the Board of Directors. Our current executive officers were elected on April 29, 2009, with a
term of office until the meeting of our Board of Directors to be held following the annual general meeting of our shareholders in 2011 to approve our financial statements for the fiscal year ended December 31, 2010.



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The members of our Board of Directors and our executive officers have a uniform two-year
term and are eligible for reelection. A vote of at least seven members of our Board of Directors is necessary to remove an officer. See Item 6A. Directors and Senior ManagementExecutive Officers for the year each of
our executive officers was first elected.

None of our Directors is party to an employment contract providing for benefits
upon termination of employment. All of our executive officers are party to an employment agreement setting forth the rights and obligations of the executive officers. If we terminate an employment agreement with any of our executive officers, we
will be required to pay a termination benefit to such executive officer equivalent to 50% of his/her remaining annual compensation, provided that a minimum of six monthly wages of the annual compensation is paid. Maurício Botelho has agreed
to a three-year non-compete agreement, which became effective in 2007.

Conselho Fiscal

Under the Brazilian Corporate Law, the Conselho Fiscal is a corporate body independent of management and a companys external
auditors. The Conselho Fiscal has not typically been equivalent to or comparable with a U.S. audit committee; its primary responsibility has been to monitor managements activities, review the financial statements, and report its
findings to the shareholders. However, pursuant to an exemption under the rules of the SEC regarding the audit committees of listed companies, a foreign private issuer is not required to have a separate audit committee composed of independent
directors if it has a board of auditors established and selected pursuant to home country legal or listing provisions that expressly require or permit such a board and if such board meets certain requirements. Pursuant to this exemption, our
Conselho Fiscal can exercise the required duties and responsibilities of a U.S. audit committee to the extent permissible under the Brazilian Corporate Law. To comply with the rules of the SEC, the board of auditors must meet the following
standards: it must be separate from the full board, its members must not be elected by management, no executive officer may be a member and Brazilian law must set forth standards for the independence of the members. In addition, in order to qualify
for the exemption, the board of auditors must, to the extent permitted by Brazilian law:



| |  |  | be responsible for the appointment, retention, compensation and oversight of the external auditors (including the resolution of disagreements between
management and the external auditors regarding financial reporting);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | be responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or
auditing matters, and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | receive appropriate funding from the company for payment of compensation to the external auditors, for any advisors and for ordinary administrative
expenses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

As a foreign private issuer, we decided to modify our Conselho Fiscal to comply with the
exemption requirements. Our Board of Directors has delegated to the Conselho Fiscal certain additional responsibilities, and the Conselho Fiscal and the Board of Directors adopted an additional charter delegating to the Conselho
Fiscal the duties and responsibilities of a U.S. audit committee to the extent permitted under the Brazilian Corporate Law. Because the Brazilian Corporate Law does not permit the Board of Directors to delegate responsibility for the
appointment, retention and compensation of the external auditors and does not provide the Board of Directors or the Conselho Fiscal with the authority to resolve disagreements between management and the external auditors regarding financial
reporting, the Conselho Fiscal cannot fulfill these functions. Therefore, in addition to its oversight responsibilities, the Conselho Fiscal may only make recommendations to the Board of Directors with respect to the appointment,
retention and compensation of the external auditors. With regard to resolution of disagreements between management and the external auditors, the Conselho Fiscal may only make recommendations to the executive officers and the Board of
Directors.



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Under the Brazilian Corporate Law, the Conselho Fiscal may not contain members who
are members of the Board of Directors or the executive committee, or who are our employees or employees of a controlled company or of a company of this group, or a spouse or relative of any member of our management. In addition, the Brazilian
Corporate Law requires that Conselho Fiscal members receive a remuneration of at least 10% of the average amount paid to each executive officer. The Brazilian Corporate Law requires a Conselho Fiscal to be composed of a minimum of
three and a maximum of five members and their respective alternates. Under the rules of the Novo Mercado, the members of the Conselho Fiscal have agreed to comply with the Novo Mercado Regulations and to the rules of the
São Paulo Stock Exchange Arbitration Chamber before taking office and for such purpose have executed a Term of Agreement of the Conselho Fiscal.

Our Conselho Fiscal is composed of five members who are elected at the annual shareholders meeting, with terms lasting until
the next annual shareholders meeting after their election. Under the Brazilian Corporate Law, in the event a company acquires control of another company, minority shareholders that in the aggregate hold at least 10% of the voting shares also
have the right to elect separately one member of the Conselho Fiscal. Such provision will not be applicable to us as long as we are subject to widespread control. Set forth below are the names, ages, the year first elected and positions of
the members of our Conselho Fiscal and respective alternates, elected at our annual shareholders meeting held on April 19, 2010.



|                                         |  |     |  |                  |  |                   
|---------------------------------------- |  | --- |  | ---------------- |  | ------------------
|Name                                     |  | Age |  | Position         |  | Year First
Elected
|Ivan Mendes do Carmo(1)                  |  | 47  |  | Effective member |  | 2008              
|Tarcísio Luiz Silva Fontenele            |  | 47  |  | Alternate        |  | 2001              
|Alberto Carlos Monteiro dos Anjos(2)     |  | 47  |  | Effective member |  | 2007              
|Carlos Alexandre Miyahira                |  | 34  |  | Alternate        |  | 2010              
|Taiki Hirashima(3)                       |  | 69  |  | Effective member |  | 2004              
|Clemir Carlos Magro                      |  | 62  |  | Alternate        |  | 2010              
|Adolpho Gonçalves Nogueira               |  | 74  |  | Effective member |  | 2010              
|Maria de Jesus Tapia Rodriguez Migliorin |  | 52  |  | Alternate        |  | 2008              
|Eduardo Coutinho Guerra                  |  | 43  |  | Effective member |  | 2007              
|Leandro Giacomazzo                       |  | 50  |  | Alternate        |  | 2007              



|(1) | President of the Conselho Fiscal.
|--- | ---------------------------------

|(2) | Vice-President of the Conselho Fiscal.
|--- | --------------------------------------

|(3) | Audit committee financial expert
|--- | --------------------------------



|6D. | Employees
|--- | ---------

The table
below sets forth the number of our employees by category as of the dates indicated, which number includes the employees of our consolidated joint ventures and subsidiaries OGMA and HEAI.



|                                    |  |                 |  |        |  |       
|----------------------------------- |  | --------------- |  | ------ |  | ------
|                                    |  | At December 31,
|                                    |  | 2009            |  | 2008   |  | 2007  
|Production Process                  |  | 8,704           |  | 12,294 |  | 12,392
|Research and Development            |  | 2,401           |  | 3,764  |  | 3,838 
|Customer Support                    |  | 2,928           |  | 2,957  |  | 3,099 
|Administrative  Production Support |  | 2,088           |  | 2,245  |  | 2,067 
|Administrative  Corporate          |  | 2,507           |  | 2,249  |  | 2,338 
|                                    |  |                 |  |        |  |       
|Total                               |  | 18,628          |  | 23,509 |  | 23,734
|                                    |  |                 |  |        |  |       

Approximately 85% of our workforce is employed in
Brazil. Most of our technical staff is trained at leading Brazilian engineering schools, including the Instituto Tecnológico Aeronáutico, known as the ITA, located in São José dos Campos. A small percentage of our
employees belong to one of two labor unions: the Sindicato dos Metalúrgicos (Union of Metallurgical Workers) and the Sindicato dos Engenheiros do Estado de São Paulo (Union



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of Engineers of the State of São Paulo). Overall, union membership as a percentage of total workforce has declined significantly in past years. At December 31, 2000, approximately
74.1% of our employees were not affiliated with any unions, compared to 93% at December 31, 2009. We believe that relations with our employees are good.

We actively support the training and professional development of our employees. We have established a program at our facility in
São José dos Campos to provide newly graduated engineers with specialized training in aerospace engineering.

In
February 2009, we had to lay off approximately 20% of our labor force as part of our efforts to reposition Embraer in view of the current global economic crisis. The cost of these layoffs was approximately US$60.4 million.

As of December 31, 2009, Embraer had a workforce of approximately 18,628 employees, which includes the employees of our consolidated
joint ventures and subsidiaries OGMA and HEAI.



|6E. | Share Ownership
|--- | ---------------

At
December 31, 2009, our board members and executive officers owned an aggregate of 1,942,761 of our common shares. None of the officers or directors individually own more than 1% of the outstanding common shares. As of December 31, 2009,
none of our directors or executive officers owned any options to purchase shares of our common stock.

See
Item 6B. CompensationStock Option Plan for a description of our stock option plan applicable to our management and employees, including those of our subsidiaries.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|7A. | Major Shareholders
|--- | ------------------

Shareholders

We have total authorized capital of 1,000,000,000 shares, with a total aggregate of 740,465,044 common shares, including one
special golden share held by the Brazilian federal government, issued and outstanding as of March 31, 2010. The golden share provides the Brazilian federal government with veto rights in certain specific circumstances. In addition,
non-Brazilian shareholders may have their voting rights restricted in certain specific circumstances. See Item 10B. Additional InformationMemorandum and Articles of AssociationVoting Rights of Shares.

The following table sets forth share ownership information for each significant shareholder that beneficially owns our equity securities
and sets forth the aggregate shareholdings on the São Paulo Stock Exchange and the New York Stock Exchange at March 31, 2010.



|                                               |  |               |  |       
|---------------------------------------------- |  | ------------- |  | ------
|                                               |  | Common Shares
|                                               |  | Shares        |  | (%)   
|PREVI (1)                                      |  | 100,090,901   |  | 13.52 
|Bozano Group (2)                               |  | 52,061,789    |  | 7.03  
|BlackRock (3)                                  |  | 47,274,156    |  | 6.38  
|Franklin Resources (4)                         |  | 47,198,572    |  | 6.37  
|Oppenheimer Funds (5)                          |  | 44,550,716    |  | 6.02  
|Thornburg Investment Management (6)            |  | 43,363,368    |  | 5.86  
|BNDESPAR (7)                                   |  | 39,762,489    |  | 5.37  
|União Federal/Brazilian Federal Government (8) |  | 1             |  |      
|Shares in company treasury                     |  | 16,800,000    |  | 2.27  
|Officers and directors as a group              |  | 1,942,761     |  | 0.26  
|Others (São Paulo Stock Exchange)              |  | 198,967,067   |  | 26.87 
|Others (NYSE)                                  |  | 156,553,224   |  | 21.14 
|Total                                          |  | 740,465,044   |  | 100.00



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|(1) | Banco do Brasil Employee Pension Fund, also known as PREVI, was founded in 1904 as a pension fund for the employees of Banco do Brasil S.A., which is controlled by the
Brazilian government.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Shares belonging to the Bozano Group belong to Cia. Bozano and Bozano Holdings Ltd., both of which are owned and controlled by Julio Bozano. 18,786,088 of the shares
owned by Cia. Bozano have been pledged in favor of Banco Santander Central Hispano, S.A. in connection with its acquisition from Cia. Bozano of substantially all of the capital stock of Banco Meridional S.A.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | BlackRock is an asset management firm and provider of global investment management, risk management and advisory services to institutional, intermediary and individual
investors around the world. As of December 31, 2009, BlackRocks assets under management totaled US$3.35 trillion across equity, fixed income, cash management, alternative investment, real estate and advisory strategies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Franklin Resources is a global investment management organization based in San Mateo, California that operates as Franklin Templeton Investments with offices in over 30
countries and offering investment solutions and services in more than 150. Franklin Resources manages a family of more than 300 mutual funds that invest in international and domestic stocks; taxable and tax-exempt money market instruments; and
corporate, municipal, and US government bonds. The company has more than US$520 billion in assets under management and 21 million shareholder accounts.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Oppenheimer Funds is one of the U.S.s largest asset management companies, and its controlled affiliates offer a broad range of products and services to
individuals, corporations and institutions, including mutual funds, separately managed accounts, investment management for institutions, hedge fund products, qualified retirement plans and subadvisory investment-management services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Thornburg Investment Management is an employee-owned investment management company based in Santa Fe, New Mexico, with assets under management of over US$57 billion (as
of March 31, 2010). The firm manages six equity funds, nine bond funds and separate portfolios for select institutions and individuals.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | BNDESPAR is a wholly-owned subsidiary of Banco Nacional de Desenvolvimento Econômico e SocialBNDES, the government-owned national development bank of
Brazil.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The Brazilian federal government holds our golden share.
|--- | ----------------------------------------------------------

Other than as discussed in Item 4. Information on the CompanyHistory and Development of the Company, there have been no
significant changes in percentage ownership by any major shareholder in the past three years.

On March 31, 2010, we had
31,791 holders of common shares, including common shares in the form of ADSs. On March 31, 2010, an aggregate of 338,940,036 common shares, including common shares in the form of ADSs, were held by 163 record holders, including DTC in the
United States.



|7B. | Related Party Transactions
|--- | --------------------------

The
Brazilian Federal Government

The Brazilian federal government, through its direct and indirect stakes in us and its
ownership of our golden share, is one of our major shareholders. As of March 31, 2010, the Brazilian federal government owned our golden share, as well as an indirect 5.37% stake in us through the BNDESPAR, a wholly-owned subsidiary
of the Banco Nacional do Desenvolvimento Econômico e Social (the Brazilian Development Bank), which, in turn, is controlled by the Brazilian federal government. As a result, transactions between Embraer and the Brazilian federal
government or its agencies come within the definition of related party transactions.

The Brazilian government plays a key
role in our business activities, including as:



| |  |  | a major customer of our defense products (through the Brazilian Air Force);
| | - |  | ---------------------------------------------------------------------------



| |  |  | a source for research and development debt financing through technology development institutions such as the FINEP and the BNDES;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



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| |  |  | an export credit agency (through the BNDES); and
| | - |  | ------------------------------------------------



| |  |  | a source of short-term and long-term financing and a provider of asset management and commercial banking services (through Banco do Brasil).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

See Item 5B. Operating and Financial Review and ProspectsLiquidity and Capital
ResourcesCredit Facilities and Lines of Credit, Item 4B. Information on the CompanyBusiness OverviewAircraft Financing Arrangements, Item 3D. Key InformationRisk FactorsRisks Relating to
EmbraerAny decrease in Brazilian government sponsored customer financing, or increase in government sponsored financing that benefits our competitor, may decrease the cost competitiveness of our aircraft and Item 3D. Key
InformationRisk FactorsRisks Relating to EmbraerBrazilian government budgetary constraints could reduce amounts available to our customers under government sponsored financing programs. For more information regarding
our related party transactions, see Note 31 to our audited consolidated financial statements.

A Significant Customer: Brazilian Air
Force

The Brazilian government, principally through the Brazilian Air Force, has been a significant customer of
Embraer since its inception. For the year ended December 31, 2009, the Brazilian government accounted for 3.9%, or US$215.3 million, of our total net sales. In addition, as of December 31, 2009, the Brazilian Air Force owed us US$124.5
million in trade account receivables and had a credit against us of US$133.6 million in customer advances. We expect to continue to be the primary source of new aircraft and spare parts and services for the Brazilian government. For a description of
our transactions with the Brazilian government, see Item 4B. Information on the CompanyBusiness OverviewDefense Business.

A Significant Financing Source

BNDES

We are borrowers
under a number of credit facilities from the BNDES, the sole parent of BNDESPAR, one of our significant direct shareholders and an affiliate of the Brazilian federal government. As of December 31, 2009, we had a total outstanding balance of
loans borrowed from the BNDES in the aggregate amount of US$638.7 million. In 2009, we paid US$47.0 million in interest expenses to the BNDES. For further information on the amounts, maturity dates and interest rates of the principal loans we have
with the BNDES, see Item 5B. Operating and Financial Review and ProspectsLiquidity and Capital ResourcesCredit Facilities and Lines of Credit.

FINEP

We maintain
credit facilities with the FINEP, which as of December 31, 2009 had a total outstanding balance of US$63.2 million at December 31, 2009. These loans were extended to us primarily to fund research and development expenses of the Phenom 100
and Phenom 300 aircraft. For further information on the amounts, maturity dates and interest rates of the principal loans we have with the FINEP, see Item 5B. Operating and Financial Review and ProspectsLiquidity and Capital
ResourcesCredit Facilities and Lines of Credit.

Banco do Brasil

Banco do Brasil is a publicly-listed, state-owned bank controlled by the Brazilian federal government. As of December 31, 2009, we
maintained outstanding short-term and long-term credit facilities with Banco do Brasil and its affiliates in the total amount of US$7.2 million. In addition, as of December 31, 2009 we had non-recourse and recourse debt with Banco do Brasil in
the total amount of US$303.5 million, which is recorded as a non-current liability on our balance sheet. For further information on the amounts, maturity dates and interest rates of the principal loans we have with Banco do Brasil, see Item
5B. Operating and Financial Review and ProspectsLiquidity and Capital ResourcesCredit Facilities and Lines of Credit.

Customer Financing by the BNDES

The Brazilian government has been an important source of export financing for our customers through the BNDES-exim program, managed
by the BNDES. Beginning in the second half of 2007, the BNDES started



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providing financing to our customers on financial terms and conditions which complied with the Aircraft Sector of Understanding of the OECD. Brazil has been joined by Canada, the United States
and the European Union, among others, at the OECD, as a participant in the Sector Understanding on Export Credits for Civil Aircraft that aims to assure a level-playing field among the airframers, encouraging manufacturers
and airlines to focus on price and quality rather than on financial packages provided under government support (see Item 4B. Information on the CompanyBusiness OverviewAircraft Financing Arrangements).

A Service Provider: Banco do Brasil

At December 31, 2009, we maintained cash and cash equivalents of US$404.8 with Banco do Brasil and several of its affiliates. At that
date, we also had deposited with Banco do Brasil an amount of US$196.9 million in cash and cash equivalents, which served as collateral for a loan extended by Banco do Brasil to one of our subsidiaries. Banco do Brasil has been a provider of regular
commercial banking and asset management services to us for many decades. These services include maintaining our checking account and managing exclusive investment funds in which we are the sole investor.



|7C. | Interests of Experts and Counsel
|--- | --------------------------------

Not applicable.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|8A. | Consolidated Statements and Other Financial Information
|--- | -------------------------------------------------------

See Item 3A. Key InformationSelected Financial Data.

Legal Proceedings

We
are defendants in individual labor lawsuits, for which we are awaiting the decision of the Brazilian labor courts. We do not believe that any liabilities related to these individual lawsuits would have a material adverse effect on our financial
condition or results of operations.

We have challenged the constitutionality of certain Brazilian taxes and payroll charges,
as well as modifications and the increases in the rates and basis of calculation of such taxes and charges and have obtained writs of mandamus or injunctions to avoid their payments or recover past payments.

Interest on the total amount of unpaid taxes and payroll charges accrues monthly based on the Selic rate, the key lending rate of the
Central Bank, and we make an accrual to the interest income (expenses), net item of our statements of income. As of December 31, 2009, there was a US$414.7 million provision recorded as a liability (taxes and payroll charges) on our balance
sheet in connection with litigation contingencies that we classify as representing probable losses to us. Included in this provision is a tax litigation in which we are challenging the constitutionality of the application of the social contribution
tax on export sales revenue. The major lawsuit of this litigation is currently under review by the Supreme Court, and we are now awaiting a final decision from this Court. The amount of related tax accrued but not paid in connection with this
particular lawsuit as of December 31, 2009 was equal to US$294.7 million. See Item 3D. Key InformationRisk FactorsRisks Relating to EmbraerWe may have to make significant payments as a result of unfavorable outcomes of
pending challenges to various taxes and payroll charges and Note 17 to our audited consolidated financial statements for a further discussion of these challenges.

In addition, we are involved in other legal proceedings, including tax disputes, all of which are in the ordinary course of business.

Our management does not believe that any of our proceedings, if adversely determined, would materially or adversely affect
our business, financial condition or results of operations. See Note 17 to our audited consolidated financial statements for a further discussion of our legal proceedings.



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Dividends and Dividend Policy

Amounts Available for Distribution

At each annual shareholders meeting, the Board of Directors is required to recommend how net profits for the preceding fiscal year
are to be allocated. For purposes of the Brazilian Corporate Law, net profits are defined as net income after income taxes and social contribution taxes for such fiscal year, net of any accumulated losses from prior fiscal years and any amounts
allocated to employees and managements participation in our profits, determined under Brazilian GAAP. In accordance with the Brazilian Corporate Law and our bylaws, the amounts available for dividend distribution are the amounts
determined under Brazilian GAAP equal to our net profits less any amounts allocated from such net profits to:



| |  |  | the legal reserve;
| | - |  | ------------------



| |  |  | a contingency reserve for anticipated losses; and
| | - |  | -------------------------------------------------



| |  |  | an unrealized revenue reserve.
| | - |  | ------------------------------

We are required to maintain a legal reserve, to which we must allocate 5% of net profits for each fiscal year until the amount for such
reserve equals 20% of our paid-in capital. However, we are not required to make any allocations to our legal reserve in respect of any fiscal year in which it, when added to our other established capital reserves, exceeds 30% of our capital. Net
losses, if any, may be charged against the legal reserve. The balance of our legal reserve was US$110.1 million, which was equal to 7.7% of our paid-in capital at December 31, 2009.

The Brazilian Corporate Law also provides for two additional, discretionary allocations of net profits that are subject to approval by
the shareholders at the annual meeting. First, a percentage of net profits may be allocated to a contingency reserve for anticipated losses that are deemed probable in future years. Any amount so allocated in a prior year must be either reversed in
the fiscal year in which the loss was anticipated if such loss does not in fact occur, or written off in the event that the anticipated loss occurs. Second, if the amount of unrealized revenue exceeds the sum of:



| |  |  | the legal reserve;
| | - |  | ------------------



| |  |  | the investment and working capital reserve;
| | - |  | -------------------------------------------



| |  |  | retained earnings; and
| | - |  | ----------------------



| |  |  | the contingency reserve for anticipated losses,
| | - |  | -----------------------------------------------

Such excess amount may be allocated to an unrealized revenue reserve. Under the Brazilian Corporate Law, unrealized revenue is defined as
the sum of:



| |  |  | price-level restatement of balance sheet accounts;
| | - |  | --------------------------------------------------



| |  |  | the share of equity earnings of affiliated companies; and
| | - |  | ---------------------------------------------------------



| |  |  | profits from installment sales to be received after the end of the next succeeding fiscal year.
| | - |  | -----------------------------------------------------------------------------------------------

According to our bylaws and subject to shareholder approval, our Board of Directors may allocate up to 75% of our adjusted net income to
an investment and working capital reserve. The reserve may not exceed 80% of our capital. The purpose of the investment and working capital reserve is to make investments in fixed assets or increase our working capital. This reserve may also be used
to amortize our debts. We may also grant a participation in our net income to our management and employees. However, the allocation to the investment and working capital reserve or the participation of our management and employees cannot reduce the
mandatory distributable amount (discussed below). Otherwise, the amount in excess of our capital must be used to increase our capital or be distributed as a cash dividend. The balance of the investment and working capital reserve may be used:



| |  |  | in the deduction of accumulated losses, whenever necessary;
| | - |  | -----------------------------------------------------------



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| |  |  | in the distribution of dividends, at any time;
| | - |  | ----------------------------------------------



| |  |  | in the redemption, withdrawal, purchase or open market repurchase of shares, as authorized by law; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | to increase our capital, including by means of an issuance of new shares.
| | - |  | -------------------------------------------------------------------------

The amounts available for distribution may be further increased by a reversion of the contingency reserve for anticipated losses
constituted in prior years but not realized, or further increased or reduced as a result of the allocations of revenues to or from the unrealized revenue reserve. The amounts available for distribution are determined on the basis of financial
statements prepared in accordance with the Brazilian Corporate Law method. We have no such contingency reserve.

At
December 31, 2009, unappropriated retained earnings of R$1,682.2 million were recorded in the statutory books. At December 31, 2009, such amounts were net of dividends payable and interest on shareholders equity payable in the amount
of US$949.9 million, which had been approved by the Board of Directors but, as they were still subject to approval and declaration by the shareholders, no liability or reduction in shareholders equity was recorded for U.S. GAAP purposes.

Mandatory Distribution

The Brazilian Corporate Law generally requires that the bylaws of each Brazilian corporation specify a minimum percentage of the amounts
available for distribution by such corporation for each fiscal year that must be distributed to shareholders as dividends, also known as the mandatory distributable amount. Under our bylaws, the mandatory distribution is based on a percentage of
adjusted net income, not lower than 25%, rather than a fixed monetary amount per share. The Brazilian Corporate Law, however, permits a publicly held company, such as Embraer, to suspend the mandatory distribution of dividends if the Board of
Directors and the audit committee report to the shareholders meeting that the distribution would be inadvisable in view of the companys financial condition. This suspension is subject to approval of holders of common shares. In this
case, the Board of Directors shall file a justification for such suspension with the CVM. Profits not distributed by virtue of the suspension mentioned above shall be attributed to a special reserve and, if not absorbed by subsequent losses, shall
be paid as dividends as soon as the financial condition of such company permits such payments.

Payment of Dividends

We are required by the Brazilian Corporate Law and by our bylaws to hold an annual shareholders meeting by the end of the fourth
month after the end of each fiscal year at which, among other things, the shareholders have to decide on the payment of an annual dividend. The payment of annual dividends is based on the financial statements prepared for the relevant fiscal year.
Under the Brazilian Corporate Law, dividends generally are required to be paid within 60 days following the date the dividend was declared, unless a shareholders resolution sets forth another date of payment, which, in either case, must occur
prior to the end of the fiscal year in which the dividend was declared. A shareholder has a three-year period from the dividend payment date to claim dividends (or interest payments) in respect of its shares, after which the amount of the unclaimed
dividends reverts to us.

The Brazilian Corporate Law permits a company to pay interim dividends out of preexisting and
accumulated profits determined under Brazilian GAAP for the preceding fiscal year or semester, based on financial statements approved by its shareholders. According to our bylaws, the shareholders may declare, at any time, interim dividends based on
the preexisting and accumulated profits, provided the mandatory dividend has already been distributed to the shareholders. Our bylaws also permit us to prepare financial statements semiannually and for shorter periods. Our Board of Directors may
approve the distribution of dividends calculated with reference to those financial statements, even before they have been approved by the shareholders. However, such dividends cannot exceed the amount of capital reserves.

In general, shareholders who are not residents of Brazil must register with the Central Bank to have dividends, sales proceeds or other
amounts with respect to their shares eligible to be remitted outside of Brazil. The



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common shares underlying our ADSs will be held in Brazil by Banco Itaú S.A., also known as the custodian, as agent for the depositary, which will be the registered owner on the records of
the registrar for our shares. Our current registrar is Banco Itaú S.A. The depositary electronically registers the common shares underlying our ADSs with the Central Bank and, therefore, is able to have dividends, sales proceeds or other
amounts with respect to these shares eligible to be remitted outside Brazil.

Payments of cash dividends and distributions, if
any, will be made in Brazilian currency to the custodian on behalf of the depositary, which will then convert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the depositary for distribution to holders of ADSs.
Under current Brazilian law, dividends paid to shareholders who are not Brazilian residents, including holders of ADSs, will not be subject to Brazilian withholding income tax, except for dividends declared based on profits generated prior to
December 31, 1995. See Item 10E. Additional InformationTaxationMaterial Brazilian Tax Consequences.

History of Dividend Payments and Dividend Policy and Additional Payments on Shareholders Equity

We did not pay dividends from 1988 through 1997 because we did not have net profits for any year during that period. On January 16,
1998, we reduced our capital in order to offset our accumulated deficit. As a result, we were then able to distribute profits achieved in 1998.

Law No. 9,249, dated December 26, 1995, as amended, provides for distribution of interest on shareholders equity as an
alternative form of payment to shareholders and treat those payments as a deductible expense for purposes of calculating Brazilian corporate income tax and social contribution on net profits. These distributions may be paid in cash. Such interest is
limited to the daily pro rata variation of the TJLP and cannot exceed the greater of:



| |  |  | 50% of net income (after the deduction of social contribution on net profits, but before taking into account the provision for corporate income tax and
the amounts attributable to shareholders as net interest on shareholders equity) for the period in respect of which the payment is made; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 50% of the sum of retained profits and profit reserves as of the beginning of the period in respect of which the payment is made.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

Any payment of interest on shareholders equity to holders of ADSs or common shares, whether or not
they are Brazilian residents, is subject to Brazilian withholding income tax at the rate of 15% or 25% if the beneficiary is resident in a tax haven jurisdiction, that is, a country or location that does not impose any income tax or which imposes
such tax at a maximum rate of less than 20%, or in which the domestic legislation imposes restrictions on the disclosure of the shareholding composition or the ownership of the investment (Tax Haven Holder). See Item 10E.
Additional InformationTaxationMaterial Brazilian Tax Consequences. The amount paid to shareholders as interest on shareholders equity, net of any withholding tax, may be included as part of any mandatory distributable amount.

Under Brazilian law, we are obligated to distribute to shareholders an amount sufficient to ensure that the net amount
received by them, after payment by us of applicable Brazilian withholding taxes in respect of the distribution of interest on shareholders equity, plus the amount of declared dividends, is at least equal to the mandatory distributable amount.
When we distribute interest on net worth, and that distribution is not accounted for as part of the mandatory distribution, Brazilian withholding tax will apply. All payments to date were accounted for as part of the mandatory distribution.

The following table sets forth the historical payments of dividends and historical payments of interest on shareholders
equity we have made to our shareholders.



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|                      |  |                                        |  |                              |  |                     
|--------------------- |  | -------------------------------------- |  | ---------------------------- |  | --------------------
|Date of approval      |  | Period in which profits were generated |  | Total amount of Distribution
|                      |  |                                        |  | (in R$ millions)             |  | (in US$ millions)(3)
|September 18, 1998(1) |  | First two quarters of 1998             |  | 21.3                         |  | 17.9                
|March 30, 1999(1)     |  | Remaining two quarters of 1998         |  | 33.9                         |  | 19.7                
|September 28, 1999(1) |  | First two quarters of 1999             |  | 36.8                         |  | 19.1                
|January 31, 2000(1)   |  | Remaining two quarters of 1999         |  | 86.7                         |  | 48.1                
|March 24, 2000(2)     |  | First quarter of 2000                  |  | 19.6                         |  | 11.2                
|June 16, 2000(2)      |  | Second quarter of 2000                 |  | 19.9                         |  | 11.0                
|July 6, 2000(1)       |  | First two quarters of 2000             |  | 79.6                         |  | 44.8                
|September 22, 2000(2) |  | Third quarter of 2000                  |  | 27.7                         |  | 15.0                
|December 15, 2000(2)  |  | Fourth quarter of 2000                 |  | 33.5                         |  | 17.1                
|March 16, 2001(1)     |  | Remaining two quarters of 2000         |  | 107.5                        |  | 49.7                
|March 16, 2001(2)     |  | First quarter of 2001                  |  | 33.8                         |  | 15.7                
|June 13, 2001(2)      |  | Second quarter of 2001                 |  | 41.4                         |  | 18.0                
|September 14, 2001(1) |  | First two quarters of 2001             |  | 123.1                        |  | 46.1                
|September 14, 2001(2) |  | Third quarter of 2001                  |  | 48.4                         |  | 18.1                
|December 15, 2001(2)  |  | Fourth quarter of 2001                 |  | 57.1                         |  | 24.6                
|March 19, 2002(1)     |  | Remaining two quarters of 2001         |  | 100.0                        |  | 43.0                
|March 19, 2002(2)     |  | First quarter of 2002                  |  | 58.9                         |  | 25.4                
|June 14, 2002(2)      |  | Second quarter of 2002                 |  | 59.5                         |  | 20.9                
|September 13, 2002(2) |  | Third quarter of 2002                  |  | 66.3                         |  | 17.0                
|December 13, 2002(2)  |  | Fourth quarter of 2002                 |  | 70.0                         |  | 19.8                
|December 13, 2002(2)  |  | 1998 and 1999                          |  | 72.5                         |  | 20.5                
|June 16, 2003(2)      |  | First two quarters of 2003             |  | 76.7                         |  | 26.7                
|December 12, 2003(2)  |  | Remaining two quarters of 2003         |  | 118.5                        |  | 41.0                
|March 12, 2004(2)     |  | First quarter of 2004                  |  | 101.0                        |  | 34.7                
|June 25, 2004(2)      |  | Second quarter of 2004                 |  | 160.0                        |  | 51.5                
|September 20, 2004(2) |  | Third quarter of 2004                  |  | 160.0                        |  | 55.9                
|December 17, 2004(2)  |  | Fourth quarter of 2004                 |  | 164.1                        |  | 61.8                
|March 11, 2005(2)     |  | First quarter of 2005                  |  | 106.5                        |  | 39.9                
|June 3, 2005(2)       |  | Second quarter of 2005                 |  | 110.8                        |  | 47.1                
|September 16, 2005(2) |  | Third quarter of 2005                  |  | 113.5                        |  | 51.0                
|December 19, 2005(2)  |  | Fourth quarter of 2005                 |  | 112.9                        |  | 48.2                
|June 12, 2006(2)      |  | First two quarters of 2006             |  | 114.4                        |  | 52.9                
|June 12, 2006(1)      |  | First two quarters of 2006             |  | 35.6                         |  | 16.4                
|September 15, 2006(2) |  | Third quarter of 2006                  |  | 92.3                         |  | 42.5                
|December 8, 2006(2)   |  | Fourth quarter of 2006                 |  | 85.0                         |  | 39.8                
|March 9, 2007(2)      |  | First quarter of 2007                  |  | 43.4                         |  | 21.2                
|June 11, 2007(2)      |  | Second quarter of 2007                 |  | 50.0                         |  | 26.0                
|September 14, 2007(2) |  | Third quarter of 2007                  |  | 149.6                        |  | 81.4                
|December 7, 2007(2)   |  | Fourth quarter of 2007                 |  | 82.8                         |  | 46.7                
|March 7, 2008(1)      |  | Full year of 2007                      |  | 123.0                        |  | 69.4                
|March 7, 2008(2)      |  | First quarter of 2008                  |  | 65.9                         |  | 37.7                
|June 13, 2008(2)      |  | Second quarter of 2008                 |  | 65.4                         |  | 40.7                
|September 12, 2008(2) |  | Third quarter of 2008                  |  | 92.9                         |  | 48.5                
|December 11, 2009(2)  |  | Fourth quarter of 2009                 |  | 173.7                        |  | 99.8                
|April 19, 2009(1)     |  | Full year of 2009                      |  | 55.2                         |  | 31.7                



|(1) | Represents dividend payments.
|--- | -----------------------------

|(2) | Represents interest on shareholders equity.
|--- | --------------------------------------------

|(3) | Translated from nominal reais into U.S. dollars at the selling exchange rates in effect on the last date of the month in which the dividends were approved.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

No payment of dividends or interest on shareholders equity in connection with profits generated in the
years ended December 31, 2008 and 2009 were paid in 2009. Our Board of Directors declared interest on



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shareholders equity with respect to profits generated in the fourth quarter of 2009. In addition, at our annual shareholders meeting held on April 19, 2010, our shareholders
approved an additional dividend distribution with respect to profits generated in the entire fiscal year ended December 31, 2009 in order to provide for a shareholder distribution that was equal to the mandatory distribution of no less than 25%
of our annual adjusted net income as provided under our bylaws (see Item 8A. Mandatory Distribution). All distributions with respect to profits generated in 2009 will be paid in 2010.

We intend to declare and pay dividends and/or interest on shareholders equity, as required by the Brazilian Corporate Law and our
bylaws. Our Board of Directors may approve the distribution of dividends and/or interest on shareholders equity, calculated based on our semiannual or quarterly financial statements. The declaration of annual dividends, including dividends in
excess of the mandatory distribution, requires approval by the vote of the majority of the holders of our common stock. The amount of any distributions will depend on many factors, such as our results of operations, financial condition, cash
requirements, prospects and other factors deemed relevant by our Board of Directors and shareholders. Within the context of our tax planning, we may in the future continue to determine that it is to our benefit to distribute interest on
shareholders equity.



|8B. | Significant Changes
|--- | -------------------

No
significant changes or events have occurred after the close of the balance sheet date at December 31, 2009, other than the events already described in this annual report.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|9A. | Offer and Listing Details
|--- | -------------------------

Our ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol ERJ. In addition, our common shares are traded
on the São Paulo Stock Exchange under the symbol EMBR3. Each ADS represents four common shares.

The
reported high and low closing prices in U.S. dollars for the ADSs on the NYSE for the periods indicated are set forth in the following table. Trading prices for the ADSs until June 2, 2006 are for the former Embraer ADSs, each of which
represented four preferred shares of former Embraer. Our ADSs began trading on the NYSE on June 5, 2006, with each ADS representing four common shares issued by us.



|               |  |                               |  |      
|-------------- |  | ----------------------------- |  | -----
|               |  | Price in U.S. 
dollarsper ADS
|               |  | High                          |  | Low  
|2005:          |  |                               |  |      
|Year-end       |  | 41.78                         |  | 28.71
|2006:          |  |                               |  |      
|Year-end       |  | 43.50                         |  | 31.99
|2007           |  |                               |  |      
|Year-end       |  | 51.43                         |  | 39.01
|2008           |  |                               |  |      
|First quarter  |  | 48.01                         |  | 39.27
|Second quarter |  | 43.95                         |  | 26.50
|Third quarter  |  | 34.65                         |  | 24.42
|Fourth quarter |  | 26.62                         |  | 12.30
|Year-end       |  | 48.01                         |  | 12.30



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|                  |  |                               |  |      
|----------------- |  | ----------------------------- |  | -----
|                  |  | Price in U.S. 
dollarsper ADS
|                  |  | High                          |  | Low  
|2009              |  |                               |  |      
|First quarter     |  | 19.09                         |  | 9.75 
|Second quarter    |  | 20.31                         |  | 14.32
|Third quarter     |  | 24.65                         |  | 15.16
|Fourth quarter    |  | 24.13                         |  | 20.11
|Year-end          |  | 24.65                         |  | 9.75 
|Month ended:      |  |                               |  |      
|October 31, 2009  |  | 24.13                         |  | 20.25
|November 30, 2009 |  | 21.27                         |  | 20.11
|December 31, 2009 |  | 22.45                         |  | 20.35
|January 31, 2010  |  | 23.23                         |  | 21.23
|February 28, 2010 |  | 22.48                         |  | 20.38
|March 31, 2010    |  | 24.66                         |  | 22.20

The table below sets
forth, for the periods indicated, the reported high and low closing sale prices in nominal reais for the former Embraer preferred shares on the São Paulo Stock Exchange. The former Embraer preferred shares were cancelled on
June 5, 2006, date on which the Embraer common shares began trading on the São Paulo Stock Exchange:



|                                |  |                                |  |      
|------------------------------- |  | ------------------------------ |  | -----
|                                |  | Nominalreaisperpreferred share
|                                |  | High                           |  | Low  
|2002:                           |  |                                |  |      
|Year-end                        |  | 15.30                          |  | 11.20
|2003:                           |  |                                |  |      
|Year-end                        |  | 25.70                          |  | 8.10 
|2004:                           |  |                                |  |      
|First quarter                   |  | 26.43                          |  | 20.30
|Second quarter                  |  | 23.50                          |  | 18.30
|Third quarter                   |  | 22.20                          |  | 18.20
|Fourth quarter                  |  | 22.50                          |  | 17.10
|Year-end                        |  | 26.43                          |  | 17.10
|2005:                           |  |                                |  |      
|First quarter                   |  | 23.30                          |  | 19.80
|Second quarter                  |  | 20.75                          |  | 17.90
|Third quarter                   |  | 22.19                          |  | 18.50
|Fourth quarter                  |  | 23.73                          |  | 20.12
|Year-end                        |  | 23.73                          |  | 17.90
|2006:                           |  |                                |  |      
|First quarter                   |  | 23.68                          |  | 19.86
|Second quarter (through June 2) |  | 20.50                          |  | 18.55
|Month ended:                    |  |                                |  |      
|January 31, 2006                |  | 23.68                          |  | 21.55
|February 28, 2006               |  | 22.51                          |  | 19.90
|March 31, 2006                  |  | 21.86                          |  | 19.86
|April 30, 2006                  |  | 20.50                          |  | 19.20
|May 31, 2006                    |  | 20.17                          |  | 18.55
|June 30, 2006 (through June 2)  |  | 19.70                          |  | 19.55

The tables below set
forth, for the periods indicated, the reported high and low closing prices in nominal reais for the common shares on the São Paulo Stock Exchange. Trading prices for the common shares until June 2, 2006 are for the former Embraer
common shares. Our common shares began trading on the Novo Mercado segment of the São Paulo Stock Exchange on June 5, 2006.



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|                  |  |                             |  |      
|----------------- |  | --------------------------- |  | -----
|                  |  | Nominalreaispercommon share
|                  |  | High                        |  | Low  
|2005:             |  |                             |  |      
|Year-end          |  | 18.50                       |  | 13.50
|2006:             |  |                             |  |      
|Year-end          |  | 23.50                       |  | 17.41
|2007:             |  |                             |  |      
|Year-end          |  | 24.60                       |  | 19.33
|2008:             |  |                             |  |      
|First quarter     |  | 21.03                       |  | 16.85
|Second quarter    |  | 18.50                       |  | 17.25
|Third quarter     |  | 14.45                       |  | 9.60 
|Fourth quarter    |  | 13.06                       |  | 7.85 
|Year-end          |  | 21.00                       |  | 7.85 
|2009:             |  |                             |  |      
|First quarter     |  | 10.45                       |  | 5.80 
|Second quarter    |  | 10.50                       |  | 8.00 
|Third quarter     |  | 11.07                       |  | 7.58 
|Fourth quarter    |  | 10.27                       |  | 8.61 
|Year-end          |  | 11.07                       |  | 5.80 
|Month ended:      |  |                             |  |      
|October 31, 2009  |  | 10.27                       |  | 8.94 
|November 30, 2009 |  | 9.04                        |  | 8.67 
|December 31, 2009 |  | 9.70                        |  | 8.61 
|January 31, 2010  |  | 10.07                       |  | 9.45 
|February 28, 2010 |  | 10.06                       |  | 9.45 
|March 31, 2010    |  | 10.85                       |  | 9.84 

On March 31,
2010, we had 31,791 holders of common shares, including common shares in the form of ADSs. On March 31, 2010, an aggregate of 338,940,036 common shares, including common shares in the form of ADSs, were held by 163 record holders, including DTC
in the United States.

On March 31, 2010, the closing sale price for our common shares on the São Paulo Stock
Exchange was R$10.52 which is equivalent to US$5.9 per ADS. On the same date, the closing sale price for our ADSs on the NYSE was US$23.96. The ADSs are issued under a deposit agreement and JPMorgan Chase Bank serves as depositary under that
agreement.



|9B. | Plan of Distribution
|--- | --------------------

Not
applicable.



|9C. | Markets
|--- | -------

Trading on the São
Paulo Stock Exchange

In 2000, the São Paulo Stock Exchange was reorganized through the execution of memoranda of
understanding by the Brazilian stock exchanges. Under the memoranda, all securities are now traded only on the São Paulo Stock Exchange, with the exception of electronically traded public debt securities and privatization auctions, which are
traded on the Rio de Janeiro Stock Exchange.

The common shares are listed and traded on the Novo Mercado segment of
the São Paulo Stock Exchange. Trades in our common shares on the São Paulo Stock Exchange settle in three business days after the trade date. Delivery of and payment for shares is made through the facilities of the
CBLCCompanhia Brasileira de Liquidação e Custódia (clearinghouse for the São Paulo Stock Exchange), which maintains accounts for member brokerage firms.



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In order to better control volatility, the São Paulo Stock Exchange adopted a
circuit breaker system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the indices of this stock exchange fall below the limit of 10% and 15%, respectively, in relation to the index
registered in the previous trading session.

The São Paulo Stock Exchange is less liquid than the NYSE and other major
exchanges in the world. The São Paulo Stock Exchange had an aggregate market capitalization of approximately R$2.3 trillion, equivalent to US$1.3 trillion at December 31, 2009. In comparison, the NYSE had a market capitalization of
approximately US$14.7 trillion at the same date. Although any of the outstanding shares of a listed company may trade on the São Paulo Stock Exchange, in most cases less than one-half of the listed shares are actually available for trading by
the public, the remainder being held by small groups of controlling persons, by governmental entities or by one principal shareholder. At March 31, 2010, we accounted for approximately 10% of the market capitalization of all listed companies on
the São Paulo Stock Exchange.

There is also significantly greater concentration in the Brazilian securities markets
than in the NYSE or other major exchanges. During the one-year period ended December 31, 2009, the ten largest companies listed on the São Paulo Stock Exchange represented approximately 45% of the total market capitalization of all
listed companies and the 10 largest companies listed on the NYSE represented approximately 13% of the total market capitalization of all listed companies.

Trading on the São Paulo Stock Exchange by non-residents of Brazil is subject to limitations under Brazilian foreign investment
legislation.

Novo MercadoCorporate Governance Practices

In 2000, the São Paulo Stock Exchange introduced three special listing segments, known as Levels 1 and 2 of Differentiated
Corporate Governance Practices and the Novo Mercado, aiming at fostering a secondary market for securities issued by Brazilian companies with securities listed on the São Paulo Stock Exchange, by prompting such companies to follow good
practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed
by Brazilian law. These rules generally increase shareholders rights and enhance the quality of information provided to shareholders.

To become a Level 1 (Nível 1) company, in addition to the obligations imposed by current Brazilian law, an issuer must
agree to (a) ensure that shares of the issuer representing 25% of its total capital are effectively available for trading, (b) adopt offering procedures that favor widespread ownership of shares whenever making a public offering,
(c) comply with minimum quarterly disclosure standards, (d) follow stricter disclosure policies, with regards to contracts with related parties, material contracts and transactions made by controlling shareholders, directors and officers
involving securities issued by the issuer, (e) submit any existing shareholders agreements and stock option plans to the São Paulo Stock Exchange, and (f) make a schedule of corporate events available to shareholders.

To become a Level 2 (Nível 2) company, in addition to the obligations imposed by current Brazilian law, an
issuer must agree to (a) comply with all of the listing requirements for Level 1 companies, (b) grant tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for
controlling block common shares and 80% of the price paid per share of controlling block preferred shares, (c) grant voting rights to holders of preferred shares in connection with certain corporate restructurings and related party
transactions, such as (1) any transformation of the company into another corporate form, (2) any merger, consolidation or spin-off of the company, (3) approval of any transactions between the company and its controlling shareholder,
including parties related to the controlling shareholder, (4) approval of any valuation of assets to be delivered to the company in payment for shares issued in a capital increase, (5) appointment of an expert firm to ascertain the fair
value of the company in connection with any deregistration and delisting tender offer, and (6) any changes to these voting rights, (d) have a Board of Directors comprised of at least five members, of which 20% must be independent
directors, with a term limited to two years, (e) prepare annual financial statements in English, including cash flow statements, in accordance with international accounting standards, such as U.S. GAAP or International Financial Reporting
Standards, (f) if it elects to delist from the Level 2 segment, hold a tender offer by the companys controlling shareholder (the minimum price of the shares to be offered will be determined by an appraisal process), and (g) adhere
exclusively to the rules of the São Paulo Stock Exchange Arbitration Chamber for resolution of disputes between the company and its investors.



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To be listed on the Novo Mercado, an issuer must meet all of the requirements
described above, in addition to (a) issuing only voting shares and (b) granting tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block
common shares. Our shares are listed on the Novo Mercado segment.

Regulation of Brazilian Securities Markets

The Brazilian securities markets are regulated by the CVM, which has regulatory authority over stock exchanges and the securities markets
generally, and by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions.

Under the Brazilian Corporate Law, a corporation is either public (companhia aberta), like us, or closely held (companhia
fechada). All public companies, including us, are registered with the CVM and are subject to reporting requirements. Our shares are listed and traded on the Novo Mercado segment of the São Paulo Stock Exchange and may be traded
privately subject to limitations.

We have the option to ask that trading in our securities on the São Paulo Stock
Exchange be suspended in anticipation of a material announcement. Trading may also be suspended on the initiative of the São Paulo Stock Exchange or the CVM, among other reasons, based on or due to a belief that a company has provided
inadequate information regarding a material event or has provided inadequate responses to the inquiries by the CVM or the São Paulo Stock Exchange.

Trading on the São Paulo Stock Exchange by non-residents of Brazil is subject to limitations under Brazilian foreign investment
and tax legislation. The Brazilian custodian for our common shares and the depositary for our ADSs have obtained an electronic certificate of registration from the Central Bank to remit U.S. dollars abroad for payments of dividends, any other cash
distributions, or upon the disposition of the shares and sales proceeds thereto. In the event that a holder of ADSs exchanges ADSs for common shares, the holder will be entitled to continue to rely on the depositarys electronic certificate of
registration for five business days after the exchange. Thereafter, the holder may not be able to obtain and remit U.S. dollars abroad upon the disposition of the common shares, or distributions relating to the common shares, unless the holder
obtains a new electronic certificate of registration or registers its investment in the common shares under Resolution No. 2,689.

Disclosure Requirements

Pursuant to CVM Rule No. 358, of January 3, 2002, the CVM revised and consolidated the requirements regarding the disclosure and
use of information related to material facts and acts of publicly held companies, including the disclosure of information on the trading and acquisition of securities issued by publicly held companies.

These requirements include provisions that:



| |  |  | establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling
shareholders, resolutions of the general meeting of shareholders and of management of the company, or any other facts related to the companys business (whether occurring within the company or otherwise somehow related thereto) that may
influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities underlying rights;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specify examples of facts that are considered to be material, which include, among others, the execution of shareholders agreements providing for
the transfer of control, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the company, and any corporate restructuring undertaken among related companies;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | oblige the investor relations officer, controlling shareholders, other officers, directors, members of the audit committee and other advisory boards to
disclose material facts;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require simultaneous disclosure of material facts to all markets in which the corporations securities are admitted for trading;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | require the acquirer of a controlling stake in a corporation to publish material facts, including its intentions as to whether or not to de-list the
corporations shares, within one year;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establish rules regarding disclosure requirements in the acquisition and disposal of a material stockholding stake; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | restrict the use of insider information.
| | - |  | ----------------------------------------



|9D. | Selling Shareholders
|--- | --------------------

Not
applicable.



|9E. | Dilution
|--- | --------

Not applicable.



|9F. | Expenses of the Issue
|--- | ---------------------

Not applicable.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|10A. | Share Capital
|---- | -------------

Not
applicable.



|10B. | Memorandum and Articles of Association
|---- | --------------------------------------

Set forth below is certain information concerning our capital stock, and a brief summary of certain significant provisions of our bylaws,
the Brazilian Corporate Law, the relevant rules and regulations of the CVM, and the relevant rules of the Novo Mercado applicable to our capital stock. This description does not purport to be complete and is qualified by reference to our
bylaws and to Brazilian law.

Corporate Purpose

We are a joint stock company with a principal place of business and jurisdiction in the city of São José dos Campos,
São Paulo, Brazil, governed mainly by our bylaws and the Brazilian Corporate Law. Our corporate purpose, as stated in our bylaws, is to (1) design, manufacture and market aircraft and aerospace materials and their respective accessories,
components and equipment in accordance with the highest technology and quality standards, (2) promote and carry out technical activities related to the production and maintenance of aerospace materials, (3) contribute towards the education
of technical personnel required for the aerospace industry and (4) conduct technological, industrial and commercial activities and services related to the aerospace industry.

Description of Capital Stock

General

As of
March 31, 2010, our capital stock consisted of a total of 740,465,044 outstanding common shares, without par value, including 16,800,000 common shares held in treasury and one special class of common share known as the golden share,
held by the Brazilian federal government. Our bylaws authorize the Board of Directors to increase the capital stock up to 1,000,000,000 common shares without seeking specific shareholder approval. All our outstanding shares are fully paid. Our
shareholders must approve at a shareholders meeting any



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capital increase that exceeds the above-referenced authorized amounts. Our shareholders are not liable for further capital calls. Their liability is limited to the amount of any portion of our
capital which they have subscribed but not fully paid in.

Share Buyback

Pursuant to our bylaws, our Board of Directors approved on December 7, 2007 a share buyback program for our common shares, in
compliance with Instrução CVM No. 10/80, for the purpose of adding value to our shareholders through the management of our capital structure. We were authorized to buy back up to an aggregate of 16,800,000 common shares,
representing approximately 2.3% of our outstanding capital, which totaled 740,465,044 common shares outstanding. The acquisition of the shares was made on the São Paulo Stock Exchange and the common shares bought back will be kept in treasury
form, and the treasury shares would not have any political or economic rights. The program was terminated on March 31, 2008 and no new share buyback programs were approved after that. A total of 16,800,000 shares were purchased at an average
price of R$19.06 per share. See Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Common
Shares

Each common share entitles the holder thereof to one vote at our annual and special shareholders
meetings. Pursuant to our bylaws and the São Paulo Stock Exchange listing agreement in connection with the listing of our shares on the Novo Mercado, we cannot issue shares without voting rights or with restricted voting rights.

The Brazilian Corporate Law and our bylaws require that all our shareholders meetings be called by publication of a
notice in the Diário Oficial do Estado de São Paulo (official government publication of the State of São Paulo), and in a newspaper of general circulation in the city in which our principal place of business is located,
currently the ValeParaibano in São José dos Campos, at least 30 days prior to the meeting, and in another newspaper of general circulation in São Paulo, where the São Paulo Stock Exchange is located, currently the
Valor Econômico. The quorum to hold general meetings of our shareholders at first call is the presence of shareholders representing 35% of the common shares; at second call the meetings can be held with the presence of shareholders
representing 25% of the common shares; and at third call the meeting can be held with the presence of any number of shareholders.

According to our by-laws, in order to attend a shareholders meeting, a shareholder must show the ownership of the shares it intends
to vote by showing an identification document and a proof of share ownership. Our shareholders may be represented at shareholders meetings by (1) a proxy, issued within a one-year period prior to the meeting, (2) one of our directors
or officers, (3) a lawyer or (4) a financial institution. Investment funds must be represented by their administrator.

According to the Brazilian Corporate Law, the common shares are entitled to dividends in proportion to their share of the amount
available for distribution. See Item 8A. Financial InformationConsolidated Statements and Other Financial InformationDividends and Dividend Policy for a more complete description of payment of dividends on our shares. In
addition, upon any liquidation of the company, the common shares are entitled to return of capital in proportion to their share of our net worth.

According to the Brazilian Corporate Law, neither our bylaws nor actions taken at a shareholders meeting may deprive a shareholder
of the following rights:



| |  |  | the right to participate in the distribution of profits;
| | - |  | --------------------------------------------------------



| |  |  | the right to participate equally and proportionally in any remaining residual assets in the event of liquidation of the company;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | preemptive rights in the event of issuance of shares, convertible debentures or warrants, except in some specific circumstances under Brazilian law
described in Item 10D. Exchange ControlsPreemptive Rights;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the right to supervise our management in accordance with Article 109 of the Brazilian Corporate Law; and
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | the right to appraisal rights in the cases specified in the Brazilian Corporate Law, which are described in Item 10D. Exchange
ControlsRedemption and Right of Withdrawal.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Golden Share

The golden share is held by the Federative Republic of Brazil. For a discussion of the rights to which the golden share is entitled, see
Item 10BVoting Rights of SharesGolden Share.

Voting Rights of Shares

Each share of common stock is generally empowered with one vote at general meetings of our shareholders. Pursuant to our bylaws and the
São Paulo Stock Exchange listing agreement in connection with the listing of our shares on the Novo Mercado, we cannot issue shares without voting rights or with restricted voting rights.

Limitations on the Voting Rights of Certain Holders of Common Shares

Our bylaws provide that, at any general meeting of our shareholders, no shareholder or group of shareholders, including brokers acting on
behalf of one or more holders of ADSs, may exercise votes representing more than 5% of the quantity of shares into which our capital stock is divided. Votes that exceed this 5% threshold will not be counted.

For purposes of our bylaws, two or more of our shareholders are considered to be a group of shareholders if:



| |  |  | they are parties in a voting agreement;
| | - |  | ---------------------------------------



| |  |  | one of them is, directly or indirectly, a controlling shareholder or controlling parent company of the other, or the others;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | they are companies directly or indirectly controlled by the same person/entity, or group of persons/entities, which may or may not be shareholders; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | they are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universalities of rights or any other forms of
organization or undertaking (a) with the same administrators or managers, or further (b) whose administrators or managers are companies that are directly or indirectly controlled by the same person/entity, or group of persons/entities,
which may or may not be shareholders.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the case of investment funds having a common administrator, only
funds with policies of investment and of exercise of voting rights at shareholders meetings that fall under the responsibility of the administrator on a discretionary basis will be considered to be a group of shareholders.

In addition, shareholders represented by the same proxy, administrator or representative on any account at any general meeting of our
shareholders will be considered to be a group of shareholders, except for holders of our ADSs when represented by the relevant depositary. All signatories to a shareholders agreement that addresses the exercise of voting rights will also be
considered to be a group of shareholders for purposes of the foregoing limitation.



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This limitation on the voting rights of certain holders of common shares is illustrated in
the following table:



|                                                        |  |                                                   
|------------------------------------------------------- |  | --------------------------------------------------
|Equity Interest of Shareholder
or Group of Shareholders |  | Voting Rights as a Percentage
of our Capital Stock
|1%                                                      |  | 1%                                                
|2%                                                      |  | 2%                                                
|3%                                                      |  | 3%                                                
|4%                                                      |  | 4%                                                
|5%                                                      |  | 5%                                                
|> 5%                                                    |  | 5%                                                

Limitation on the Voting Rights of
Non-Brazilian Shareholders

In accordance with the edital (invitation to bid) issued by the Brazilian government in
connection with the privatization of Embraer in 1994, voting participation of non-Brazilian holders of Embraer common shares was limited to 40% of Embraer common shares.

Our bylaws provide that, at any general meeting of our shareholders, non-Brazilian shareholders and groups of non-Brazilian shareholders
may not exercise voting rights representing more than two-thirds of the total votes of all of the Brazilian shareholders present at such meeting. The total number of votes that may be exercised by Brazilian shareholders and by non-Brazilian
shareholders will be assessed after giving effect to the 5% voting limitation described above in Item 10BLimitation on the Rights of Certain Holders of Common Shares above. Votes of non-Brazilian shareholders that exceed this
two-thirds threshold will not be counted. If the total vote of non-Brazilian shareholders at any general meeting of our shareholders exceeds two-thirds of the votes that may be exercised by the Brazilian shareholders present at such meeting, the
number of votes of each non-Brazilian shareholder will be proportionately reduced so that the total vote of non-Brazilian shareholders does not exceed two-thirds of the total votes that can be exercised by Brazilian shareholders present at such
shareholders meeting.

The fraction of two-thirds effectively limits the voting rights of non-Brazilian shareholders and
groups of non-Brazilian shareholders to 40% of our total share capital. The objective of this limitation is to ensure that Brazilian shareholders constitute a majority of the total votes cast at any general meeting of our shareholders. This
limitation will effectively prevent our takeover by non-Brazilian shareholders and limit the ability of non-Brazilian shareholders to effect control over us.

For purposes of our bylaws, the following are considered to be Brazilian shareholders:



| |  |  | Brazilian individuals, whether native or naturalized, resident in Brazil or abroad;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | legal private entities organized under the laws of Brazil that have their administrative head offices in Brazil and (a) do not have a foreign
controlling parent company, unless the parent company meets the requirements of clause (b) of this item, and (b) are controlled, directly or indirectly, by one or more Brazilian individuals, whether native or naturalized, resident in
Brazil or abroad; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | investment funds or clubs organized under the laws of Brazil that have their administrative head office in Brazil and whose managers and/or
quotaholders holding the majority of their quotas are persons/entities referred to above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A Brazilian
shareholder will be required to provide evidence to us and the depositary for the book-entry registry that such shareholder satisfies the foregoing requirements and only after such evidence is given will such shareholder be included in the records
of Brazilian shareholders.

For purposes of our bylaws, non-Brazilian shareholders are considered to be persons or
legal entities, investment funds or clubs and any other entities not comprised of Brazilian shareholders and that cannot evidence that they satisfy the requirements to be considered Brazilian shareholders.

A group of shareholders, as defined above, will be considered to be non-Brazilian whenever one or more of its members is a
non-Brazilian shareholder.



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The effect of this limitation on the voting rights of non-Brazilian shareholders
(i.e., their participation) is illustrated in the following table, where the column Non-Brazilian Shareholder Participation indicates the maximum percentage of votes a non-Brazilian shareholder may cast:



|                                    |  |                                         |  |                                           
|----------------------------------- |  | --------------------------------------- |  | ------------------------------------------
|Brazilian Shareholder
Participation |  | Non-Brazilian
Shareholder Participation |  | Non-Brazilian
Shareholder
Participation(1)
|(% of capital stock)                |  | (% of capital stock)                    |  | (%)                                       
|90                                  |  | 10                                      |  | 10.00                                     
|80                                  |  | 20                                      |  | 20.00                                     
|70                                  |  | 30                                      |  | 30.00                                     
|60                                  |  | 40                                      |  | 40.00                                     
|59                                  |  | 41                                      |  | 39.33                                     
|50                                  |  | 50                                      |  | 33.33                                     
|40                                  |  | 60                                      |  | 26.67                                     
|30                                  |  | 70                                      |  | 20.00                                     
|20                                  |  | 80                                      |  | 13.33                                     
|10                                  |  | 90                                      |  | 6.67                                      



|(1) | Number of votes calculated based on two-thirds of the Brazilian shareholders votes.
|--- | ------------------------------------------------------------------------------------

The tables below illustrate, in different situations, the voting system that will apply at our shareholders meetings.

Example 1

All Brazilian shareholders hold less than 5% and non-Brazilian shareholders hold a total of 40%, but without any individual holdings
higher than 5%. This example shows a situation where the general restriction for non-Brazilian shareholders does not affect the voting ratio.



|                  |  |                   |  |                                               |  |                                                    |  |                 |     |  |                        
|----------------- |  | ----------------- |  | --------------------------------------------- |  | -------------------------------------------------- |  | --------------- | --- |  | -----------------------
|Shareholder       |  | % SharesAttending |  | Effective % ofVotes After 
5%Vote Restriction |  | Effective % of VotesAfter
Non-BrazilianRestriction |  | % of ValidVotes |     |  | Vote Ratio(Votes/Share)
|Brazilian A       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian B       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian C       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian D       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian E       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian F       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian G       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian H       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian I       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian J       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian K       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|Brazilian L       |  | 5                 |  | 5                                             |  | 5                                                  |  | 5               |     |  | 1.00                   
|                  |  |                   |  |                                               |  |                                                    |  |                 |     |  |                        
|Total Brazilians  |  | 60                |  | 60                                            |  | 60                                                 |  | 60              |     |  | 1.00                   
|Non-Brazilians(1) |  | 40                |  | 40                                            |  | 40                                                 |  | 40              | (2) |  | 1.00                   
|                  |  |                   |  |                                               |  |                                                    |  |                 |     |  |                        
|Total             |  | 100               |  | 100                                           |  | 100                                                |  | 100             |     |  | 1.00                   
|                  |  |                   |  |                                               |  |                                                    |  |                 |     |  |                        



|(1) | Assumes that no individual non-Brazilian shareholder holds more than 5% of our capital. If a non-Brazilian shareholder holds more than 5% of our capital, such
shareholder will also be subject to the 5% voting restriction on such holding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Two-thirds of 60 (total votes of the Brazilian shareholders after application of the 5% voting restriction) equals 40 votes.
|--- | ----------------------------------------------------------------------------------------------------------------------------



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Example 2

One Brazilian shareholder holds more than 5% of our capital, the other Brazilian shareholders hold 5% and non-Brazilian shareholders hold
a total of 50%, but without any individual holdings higher than 5%.



|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|----------------- |  | ----------------- |  | --------------------------------------------- |  | -------------------------------------------------- | --- |  | --------------- |  | -----------------------
|Shareholder       |  | % SharesAttending |  | Effective % 
ofVotesAfter 5% 
VoteRestriction |  | Effective % of 
VotesAfterNon-BrazilianRestriction |     |  | % of ValidVotes |  | Vote Ratio(Votes/Share)
|Brazilian A       |  | 20                |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 0.25                   
|Brazilian B       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|Brazilian C       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|Brazilian D       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|Brazilian E       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|Brazilian F       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|Brazilian G       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 8.57            |  | 1.00                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|Total Brazilians  |  | 50                |  | 35                                            |  | 35.0                                               |     |  | 59.99           |  | 1.00                   
|Non-Brazilians(1) |  | 50                |  | 50                                            |  | 23.3                                               | (2) |  | 40.00           |  | 0.47                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|Total             |  | 100               |  | 85                                            |  | 58.3                                               | (2) |  | 100.00          |  | 0.58                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        



|(1) | Assumes that no individual non-Brazilian shareholder holds more than 5% of our capital. If a non-Brazilian shareholder holds more than 5% of our capital, such
shareholder will also be subject to the 5% voting restriction on such holding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Two-thirds of 35 (total votes of the Brazilian shareholders after application of the 5% voting restriction) equals 23 votes.
|--- | ----------------------------------------------------------------------------------------------------------------------------

Example 3

No Brazilian shareholders hold more than 5% of our capital, a non-Brazilian shareholder holds 30% and other non-Brazilian shareholders
hold a total of 40%, but without any individual holdings higher than 5%.



|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|----------------- |  | ----------------- |  | --------------------------------------------- |  | -------------------------------------------------- | --- |  | --------------- |  | -----------------------
|Shareholder       |  | % SharesAttending |  | Effective % 
ofVotesAfter 5% 
VoteRestriction |  | Effective % of 
VotesAfterNon-BrazilianRestriction |     |  | % of ValidVotes |  | Vote Ratio(Votes/Share)
|Brazilian A       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|Brazilian B       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|Brazilian C       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|Brazilian D       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|Brazilian E       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|Brazilian F       |  | 5                 |  | 5                                             |  | 5.0                                                |     |  | 10.0            |  | 1.00                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|Total Brazilians  |  | 30                |  | 30                                            |  | 30.0                                               |     |  | 60.0            |  | 1.00                   
|Non-Brazilians A  |  | 30                |  | 5                                             |  | 2.2                                                | (2) |  | 4.4             |  | 0.07                   
|Non-Brazilians(1) |  | 40                |  | 40                                            |  | 17.8                                               | (2) |  | 35.6            |  | 0.44                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        
|Total             |  | 100               |  | 75                                            |  | 50.0                                               |     |  | 100.0           |  | 0.50                   
|                  |  |                   |  |                                               |  |                                                    |     |  |                 |  |                        



|(1) | Assumes that no individual non-Brazilian shareholder (except Non-Brazilian A) holds more than 5% of our capital. If a non-Brazilian shareholder holds more than 5% of
our capital, such shareholder will also be subject to the 5% voting restriction on such holding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Two-thirds of 30 (total votes of the Brazilian shareholders after application of the 5% voting restriction) equals 20 votes, proportionally divided between
Non-Brazilian A and the other non-Brazilians.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Example 4

Two Brazilian shareholders holding more than 5% of our capital, three Brazilian shareholders holding 5% and non-Brazilian shareholders
holding a total of 30%, but without individual holdings higher than 5%.



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|                  |  |                   |  |                                              |  |                                                    |     |  |                 |  |                        
|----------------- |  | ----------------- |  | -------------------------------------------- |  | -------------------------------------------------- | --- |  | --------------- |  | -----------------------
|Shareholder       |  | % SharesAttending |  | Effective % ofVotesAfter 5% 
VoteRestriction |  | Effective % of 
VotesAfterNon-BrazilianRestriction |     |  | % of ValidVotes |  | Vote Ratio(Votes/Share)
|Brazilian A       |  | 30                |  | 5                                            |  | 5.0                                                |     |  | 12              |  | 0.17                   
|Brazilian B       |  | 25                |  | 5                                            |  | 5.0                                                |     |  | 12              |  | 0.20                   
|Brazilian C       |  | 5                 |  | 5                                            |  | 5.0                                                |     |  | 12              |  | 1.00                   
|Brazilian D       |  | 5                 |  | 5                                            |  | 5.0                                                |     |  | 12              |  | 1.00                   
|Brazilian E       |  | 5                 |  | 5                                            |  | 5.0                                                |     |  | 12              |  | 1.00                   
|                  |  |                   |  |                                              |  |                                                    |     |  |                 |  |                        
|Total Brazilians  |  | 70                |  | 25                                           |  | 25.0                                               |     |  | 60              |  | 1.00                   
|Non-Brazilians(1) |  | 30                |  | 30                                           |  | 16.7                                               | (2) |  | 40              |  | 0.56                   
|                  |  |                   |  |                                              |  |                                                    |     |  |                 |  |                        
|Total             |  | 100               |  | 55                                           |  | 41.7                                               |     |  | 100             |  | 0.42                   
|                  |  |                   |  |                                              |  |                                                    |     |  |                 |  |                        



|(1) | Assumes that no individual non-Brazilian shareholder (except Non-Brazilian A) holds more than 5% of our capital. If a non-Brazilian shareholder holds more than 5% of
our capital, such shareholder will also be subject to the 5% voting restriction on such holding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Two-thirds of 25 (total votes of the Brazilian shareholders after application of the 5% voting restriction) equals 16.7 votes.
|--- | ------------------------------------------------------------------------------------------------------------------------------

Shareholders Agreement

In connection with the merger of former Embraer with and into Embraer approved on March 31, 2006, Cia. Bozano, PREVI and SISTEL, the
former controlling shareholders of former Embraer, terminated the shareholders agreement governing matters relating to their equity ownership of former Embraer, and relinquished voting control over former Embraer in favor of all Embraer
shareholders. As of the implementation of the merger, Cia. Bozano, PREVI and SISTEL no longer have the ability to control the outcome of matters submitted to a vote of Embraer shareholders. Our bylaws prohibit any shareholder or group of
shareholders from exercising voting control over us.

Golden Share

The golden share is held by the Federative Republic of Brazil. The golden share is entitled to the same voting rights as the holders of
common shares. In addition, the golden share entitles the holder thereof to veto rights over the following corporate actions:



| |  |  | change of our name and corporate purpose;
| | - |  | -----------------------------------------



| |  |  | amendment and/or application of our logo;
| | - |  | -----------------------------------------



| |  |  | creation and/or alteration of military programs (whether or not involving Brazil);
| | - |  | ----------------------------------------------------------------------------------



| |  |  | development of third party skills in technology for military programs;
| | - |  | ----------------------------------------------------------------------



| |  |  | discontinuance of the supply of spare parts and replacement parts for military aircraft;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | transfer of our control;
| | - |  | ------------------------



| |  |  | any amendments to the list of corporate actions over which the golden share carries veto rights, including the right of the Brazilian government to
appoint one member and alternate to our Board of Directors and the right of our employees to appoint two members and their respective alternates to our Board of Directors, and to the rights conferred to the golden share; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes to certain provisions of our bylaws pertaining to voting restrictions, rights of the golden share and the mandatory tender offer requirements
applicable to holders of 35% or more of our outstanding shares.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The matters listed above are subject to
prior approval by our Board of Directors and the approval within 30 days of the Brazilian federal government, as holder of the golden share. Such matters are also subject to prior notice to the Brazilian Ministry of Finance. In the absence of the
approval of the Brazilian government within the 30-day period, the matter will be deemed to have been approved by our Board of Directors.



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Disclosure of Significant Interest

Brazilian Requirements

Brazilian law and our bylaws provide that all shareholders or groups of shareholders will be required to disclose, through notice to us
and to the stock exchanges on which our securities are traded, the acquisition of shares that, together with those already held by them, exceed 5% of our capital stock. A violation of this disclosure obligation could result in the suspension of
rights, including voting rights, by a resolution of shareholders at a shareholders meeting.

Certain U.S. Legal Requirements

In addition, the U.S. Exchange Act imposes reporting requirements on shareholders or groups of shareholders who
acquire beneficial ownership (as such term is defined under Rule 13d-3 of the U.S. Exchange Act) of more than 5% of our common shares. In general, such shareholders must file, within ten days after such acquisition, a report of beneficial ownership
with the SEC containing the information prescribed by the regulations under the U.S. Exchange Act. This information is also required to be sent to us and to each U.S. securities exchange on which our common shares are traded. Shareholders should
consult with their own legal advisor regarding their reporting obligations under the U.S. Exchange Act.

Form and Transfer

As our shares are in registered book-entry form, the transfer of shares is governed by the rules of Article 35 of the Brazilian Corporate
Law. This Article provides that a transfer of shares is effected by an entry made by Banco Itaú S.A., also known as the registrar, in its books, by debiting the share account of the transferor and crediting the share account of the
transferee. Banco Itaú S.A. also performs all the services of safe-keeping and transfer of shares and related services for us.

Transfers of shares by a non-Brazilian shareholder are made in the same way and executed by that shareholders local agent on the
shareholders behalf except that if the original investment was registered with the Central Bank pursuant to Resolution No. 2,689, the foreign investor must also seek amendment, if necessary, through its local agent, of the electronic
registration to reflect the new ownership.

The São Paulo Stock Exchange operates as a central clearing system. A
holder of our shares may choose, in its discretion, to participate in this system and all shares elected to be put into this system will be deposited in the custody of the São Paulo Stock Exchange (through a Brazilian institution duly
authorized to operate by the Central Bank and having a clearing account with the São Paulo Stock Exchange). The fact that those shares are held in the custody of the São Paulo Stock Exchange will be reflected in our register of
shareholders. Each participating shareholder will, in turn, be registered in our register of beneficial shareholders maintained by the São Paulo Stock Exchange and will be treated in the same way as registered shareholders.

Board of Directors

Under the Brazilian Corporate Law, the members of a companys Board of Directors must be shareholders of the company. There is no
requirement as to the number of shares an individual must own in order to act as a member of the Board of Directors.

According to the Brazilian Corporate Law, our officers and directors are prohibited from voting on, or acting in, matters in which their
interests conflict with ours.

Our bylaws provide that the shareholders are responsible for determining the global
remuneration of the members of our management bodies. Our Board of Directors is responsible for dividing such remuneration among the members of management. There are no specific provisions regarding the directors power to vote on their
compensation in the absence of an independent quorum.



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With respect to the borrowing powers of the Board of Directors, the Board of Directors has
the power to authorize the borrowing of funds, either in the form of bonds, notes, commercial papers or other instruments of regular use in the market. Other financing arrangements, including bank loans, may be entered into by us upon the joint
signatures of (1) two executive officers, (2) one officer and one attorney-in-fact, or (3) two attorneys-in-fact.

There is no requirement under the Brazilian Corporate Law or our bylaws that directors retire upon reaching a certain age. In addition,
our bylaws do not provide for the re-election of directors at staggered intervals.

For a discussion of our Board of
Directors, see Item 6A. Directors, Senior Management and EmployeesDirectors and Senior ManagementBoard of Directors and Item 6C. Directors, Senior Management and EmployeesBoard Practices.

Election of Board of Directors

The election of members of our Board of Directors, absent a request to adopt a cumulative voting system, will be conducted under a system
of slate voting whereby voting will be based on a slate of directors and no voting will be allowed on individual candidates. According to our bylaws, the current members of the board at the time of the election will always be candidates as a slate
for a new term of office. Our Board of Directors is appointed by our shareholders for a two-year term, having three reserved seats as follows: (1) one to be appointed by the Brazilian government, as holder of the golden share and
(2) two to be appointed by our employees. The remaining eight directors are elected in accordance with the slate voting or cumulative voting rules contained in our bylaws. A person may participate in two or more different slates. Each
shareholder may only vote on one slate and the slate that receives the highest number of votes shall be declared elected.

Any
shareholder has a right to propose and submit other slates of members for election to the Board of Directors, other than the slate of members provided according to our bylaws. Our bylaws also contain a provision whereby a shareholder that intends to
appoint one or more members of the Board of Directors, other than the current members of the Board of Directors, must notify the company in writing at least ten days prior to the general meeting at which the members of the Board of Directors will be
elected, providing us with the name and resume of the candidate. In case we receive such a notification, we must disclose receipt and the contents of such notification (1) immediately, electronically, to the CVM and the São Paulo Stock
Exchange and (2) through a press release to our shareholders that must also be available on our website, within at least eight days before the date of the general meeting.

Alternatively, the election of members of the Board of Directors may be conducted under a system of cumulative voting. According to the
regulations of the CVM and to our bylaws, adoption of a resolution for cumulative voting depends on a written request by shareholders representing at least 5% of our capital stock, submitted at least 48 hours in advance of the time for which the
general shareholders meeting has been called. Under the cumulative voting system, each share is entitled to the same number of votes as the number of board members to be elected (subject to the restriction on shareholders holding greater than
5% of the common shares and restrictions on non-Brazilian shareholders), and each shareholder is entitled to concentrate votes in just one member or to distribute the votes among more than one or all of the members. Any vacant offices not filled due
to a tie in the voting will be subject to a new vote, under the same process.

Preemptive Rights

Each of our shareholders has a general preemptive right to subscribe for shares in the event of any capital increase, or securities
convertible into shares, in proportion to its shareholding, except in the event of the grant and exercise of any option to acquire shares of our capital stock. A period of at least 30 days following the publication of notice of the issuance of
shares or securities convertible into shares is allowed for exercise of the right, and the right is negotiable. According to the Brazilian Corporate Law and our bylaws, the Board of Directors may, in its discretion, eliminate the preemptive rights
of the shareholders in the event that we issue shares, debentures convertible into shares, or subscription warrants that will be offered either through a stock exchange or in a public offering, or through an exchange of shares in a public offering,
the purpose of which is to acquire control of another company, as established by law.



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In the event of a capital increase by means of the issuance of new shares, holders of ADSs,
or of common shares, would, except under the circumstances described above, have preemptive rights to subscribe to any class of our newly issued shares. However, a holder may not be able to exercise the preemptive rights relating to the common
shares underlying the ADSs unless a registration statement under the Securities Act is effective with respect to those shares to which the rights relate or an exemption from the registration requirements of the Securities Act is available. See
Item 3D. Key InformationRisk FactorsRisks Relating to our Common Shares and ADSsHolders of our ADSs might be unable to exercise preemptive rights with respect to the common shares. We are not obligated to file such
registration statement.

Redemption and Right of Withdrawal

According to our bylaws, our common shares will not be redeemable.

The Brazilian Corporate Law provides that, under limited circumstances, a shareholder has the right to withdraw his equity interest from
the company and to receive payment for the portion of shareholders equity attributable to his equity interest. This right of withdrawal may be exercised by our dissenting shareholders in the event that at least half of all voting shares
outstanding authorize us to:



| |  |  | reduce the mandatory distribution of dividends;
| | - |  | -----------------------------------------------



| |  |  | change our corporate purpose;
| | - |  | -----------------------------



| |  |  | merge into or consolidate with another company, subject to the conditions set forth in the Brazilian Corporate Law;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | transfer all of our shares to another company or receive shares of another company in order to make the company whose shares were transferred a wholly
owned subsidiary of such other company, known as incorporação de ações;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquire control of another company at a price which exceeds the limits set forth in the Brazilian Corporate Law;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | participate in a centralized group of companies as defined under the Brazilian Corporate Law and subject to the conditions set forth therein; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | conduct a spin-off that results in (a) a change of our corporate purposes, except if the assets and liabilities of the spun-off company are
contributed to a company that is engaged in substantially the same activities, (b) a reduction in the mandatory dividend or (c) any participation in a centralized group of companies, as defined under the Brazilian Corporate Law.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, in the event that the entity resulting from a merger, incorporação de
ações, as described above, or a consolidation or a spin-off of a listed company fails to become a listed company within 120 days of the shareholders meeting at which such decision was taken, the dissenting shareholders may
also exercise their right of withdrawal.

The Brazilian Corporate Law contains provisions that restrict withdrawal rights and
allow companies to redeem their shares at their economic value, subject to certain requirements. As our bylaws currently do not provide that our shares would be redeemable at their economic value, our shares would be redeemable at their book value,
determined on the basis of the last balance sheet approved by the shareholders. If the shareholders meeting giving rise to withdrawal rights occurs more than 60 days after the date of the last approved balance sheet, a shareholder may demand
that its shares be valued on the basis of a new balance sheet that is as of a date within 60 days of such shareholders meeting.

According to the Brazilian Corporate Law, in events of consolidation, merger, incorporação de ações,
participation in a group of companies, and acquisition of control of another company, the right to withdraw does not apply if the shares in question meet certain tests relating to market liquidity and float. Shareholders would not be entitled to
withdraw their shares if the shares are a component of a general stock index in Brazil or abroad and shares held by persons unaffiliated with the controlling shareholder represent more than half of the outstanding shares of the relevant type or
class.



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Mechanism to Promote Dispersed Ownership of Our Shares

Our bylaws contain provisions that have the effect of avoiding concentration of our shares in the hands of an investor or a small group of
investors, in order to promote more dispersed ownership of our shares. To this end, these provisions place certain obligations on a shareholder or group of shareholders that becomes a holder of 35% or more of our total capital stock, or an Acquiring
Shareholder. Not later than 15 days after a shareholder becomes an Acquiring Shareholder, such shareholder must submit a request to the Brazilian government, through the Ministry of Finance, to make a public tender offer to acquire all of our
capital stock. The Brazilian government will have full discretion to accept or deny this request. The Acquiring Shareholder may not purchase any additional shares until the Brazilian government provides its opinion on the public offer. If the
request is accepted by the Brazilian government, the Acquiring Shareholder must make a public offer for all shares within 60 days of acceptance. The offer must be made in accordance with the CVM and the São Paulo Stock Exchange regulations
and the provisions of our bylaws. If the request is denied by the Brazilian government, the Acquiring Shareholder must sell all shares such Acquiring Shareholder owns in excess of 35% of our total capital stock within 30 days. Failure to comply with
these provisions will subject the Acquiring Shareholder to the potential suspension of all voting rights inherent to the shares held by it, if a resolution to such effect is approved at a general meeting of our shareholders called by our management.
These provisions are not applicable to shareholders who become holders of 35% or more of our total capital stock in certain transactions specified in our bylaws as, for example, cancellation of our common shares held in treasury.

The public tender offer must be (1) directed to all of our shareholders, (2) made through an auction to take place on the
São Paulo Stock Exchange, (3) launched at a set price calculated in accordance with the procedure set forth below, (4) paid upfront, in Brazilian currency, (5) made so as to assure equal treatment to all shareholders,
(6) irrevocable and not subject to any changes after publication of the bidding offer, and (6) based on a valuation report to be prepared in accordance with the rules set forth in our bylaws and in applicable CVM rules and regulations.

The price to be offered for the shares in such public tender offer shall be calculated as follows:



| |  |  | Tender Offer Price = Value of the Share + Premium,
| | - |  | --------------------------------------------------

where:



| |  |  | Tender Offer Price corresponds to the acquisition price for each share issued by us in the public offering of shares provided hereunder.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Value of the Share corresponds to the greater of:
| | - |  | ---------------------------------------------------



| | (1) | the highest unit quotation obtained for the shares issued by us during the 12-month period prior to the tender offer among values recorded on any stock exchange on
which the shares were traded;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | the highest price paid by the Acquiring Shareholder, during the 36-month period prior to the tender offer, for a share or tranche of shares issued by us;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | the amount equivalent to 14.5 times our Consolidated Average EBITDA, as defined below, reduced by our net consolidated indebtedness, divided by the total number of
shares issued by us; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | the amount equivalent to 0.6 times the amount of our firm backlog orders, according to the last information disclosed by the latter, reduced by our net consolidated
indebtedness, divided by the total number of shares issued by us.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Premium corresponds to 50% of the Value of the Share.
| | - |  | -------------------------------------------------------



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| |  |  | Consolidated EBITDA is our consolidated operating profit before net financial expenses, income tax and social contribution, depreciation,
depletion and amortization, as assessed based on the audited statements for our most recent complete fiscal year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Average Consolidated EBITDA is the arithmetic average of our consolidated EBITDA for the two most recent complete fiscal years.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

The launch of a public tender offer does not preclude us or any of our shareholders from launching a
competing public tender offer, in accordance with applicable regulations.

Arbitration

Any disputes or controversies relating to the listing rules of the Novo Mercado, our bylaws, the Brazilian Corporate Law, the rules
published by the CMN, the Central Bank, the CVM, any shareholders agreement filed at our headquarters, and other rules applicable to the Brazilian capital markets in general, must be submitted to arbitration conducted in accordance with the
rules of the São Paulo Stock Exchange Arbitration Chamber. According to Chapter 12 of such Rules, the parties may consensually agree to use another arbitration chamber or center to resolve their disputes. Any shareholder that becomes a holder
of shares representing our control must agree to comply with the rules of the São Paulo Stock Exchange Arbitration Chamber within 30 days of the acquisition of the shares. These provisions will not apply however, in the event of a dispute or
controversy related to the member of the Board of Directors elected by the Brazilian government or to a dispute or controversy deriving from the golden share.

Going Private Process

We may become a private company only if we or our controlling shareholders conduct a public tender offer to acquire all of our outstanding
shares subject to prior approval of the public offer by the Brazilian government, as holder of the golden share, and in accordance with the rules and regulations of the Brazilian Corporate Law and the CVM regulations and rules of the Novo
Mercado, if applicable. The minimum price offered for the shares in the public tender offer will correspond to the economic value of such shares, as determined by a valuation report issued by a specialized firm.

The valuation report must be prepared by a specialized and independent firm of recognized experience chosen by the shareholders
representing the majority of the outstanding shares (excluding, for such purposes, the shares held by the controlling shareholder, its partner and any dependents included in the income tax statement, should the controlling shareholders be an
individual, treasury shares, shares held by our affiliates and by other companies that are a part of our economic group, as well as blank votes) from a list of three institutions presented by our Board of Directors. All the expenses and costs
incurred in connection with the preparation of the valuation report must be paid for by the controlling shareholder.

Shareholders holding at least 10% of our outstanding shares may require our management to call a special meeting of our shareholders to
determine whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following the disclosure of the price to be paid for the shares in the public offering. The shareholders who make
such request, as well as those who vote in its favor, must reimburse us for any costs involved in preparing the new valuation, if the new valuation price is not higher than the original valuation price. If the new valuation price is higher than the
original valuation price, the public offering must be made at the higher price. If our shareholders determine to take us private and at that time we are controlled by a shareholder holding less than 50% of our total capital stock or by a shareholder
that is not a member of a group of shareholders (as defined in its bylaws), we must conduct the public tender offer, within the limits imposed by law. In this case, we may only purchase shares from shareholders that have voted in favor of us
becoming a private company after purchasing all shares from the other shareholders that did not vote in favor of such deliberation and that have accepted the public tender offer.

Delisting from theNovo Mercado

At any time, we may delist our shares from the Novo Mercado, provided that shareholders representing the majority of our shares
approve the action and that at least 30 days written notice is given to the São Paulo Stock



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Exchange. The decision of the shareholders must specify if the delisting will occur because the securities will no longer be traded on the Novo Mercado, or because we are going private.
Our delisting from the Novo Mercado will not result in the loss of our registration as a public company on the São Paulo Stock Exchange.

If we delist from the Novo Mercado, by decision taken at a shareholders meeting, any controlling shareholder or group of
controlling shareholders at the time, if any, must conduct a public offering for the acquisition of our outstanding shares, within a period of 90 days if we delist in order for its shares to be tradable outside the Novo Mercado, or within a
period of 120 days if we delist as a result of a corporate reorganization in which the surviving company is not listed on the Novo Mercado. The price per share shall be equivalent to the economic value of those shares as determined in a
valuation report prepared by a specialized and independent company of recognized experience, which will be chosen at a shareholders meeting from a list of three institutions presented by our Board of Directors, by an absolute majority of the
votes of the shareholders of our outstanding shares present at the meeting (excluding, for such purposes, the shares held by any controlling shareholder or group of shareholders at the time, if any, its partners and dependents included in our income
tax statement, should the controlling shareholder be an individual, treasury shares, shares held by our affiliates and by other companies that are a part of our economic group, as well as blank votes). All the expenses and costs incurred in
connection with the preparation of the valuation report must be paid by the controlling shareholder.

If we are subject to
widespread control at the time of our delisting from the Novo Mercado, either for our shares to be traded outside the Novo Mercado or as a result of a corporate reorganization, the shareholders that voted in favor of such deliberation
must conduct a public tender offer for the acquisition of our shares.

Pursuant to our bylaws, we may also be delisted if the
São Paulo Stock Exchange decides to suspend trading of our shares on the Novo Mercado due to our non-compliance with the Novo Mercado Regulations. In this case, the Chairman of the Board of Directors must call a
shareholders meeting, within two days of the determination by the São Paulo Stock Exchange, in order to replace all members of our Board of Directors. If the Chairman of the Board of Directors does not call the shareholders
meeting, any shareholder may do so. The new Board of Directors will be responsible for the compliance with the requirements that resulted in the delisting.

Additionally, if we are delisted from the Novo Mercado (1) because a decision taken at a general meeting of our shareholders
resulted in non-compliance with the Novo Mercado Regulations, the public tender offer must be conducted by the shareholders that voted in favor of the deliberation, or (2) as a result of our non-compliance with the Novo Mercado
Regulations resulting from acts of our management, we must conduct the public tender offer in order to become a private company, within the limits imposed by law.

According to the Novo Mercado Regulations, in the event of a transfer of our shareholding control within 12 months following our
delisting from the Novo Mercado, the selling controlling shareholders and the acquirer must offer to acquire the remaining shares for the same price and terms offered to the selling controlling shareholders, adjusted for inflation.

If our shares are delisted from the Novo Mercado, we will not be permitted to have shares listed on the Novo
Mercado for a period of two years after the delisting date, unless there is a change in our control after our delisting from the Novo Mercado.

According to the Novo Mercado Regulations, the São Paulo Stock Exchange may issue complementary rules to regulate the
public offering in the event of delisting in case a company has dispersed ownership.

Sarbanes Oxley Act of 2002

We maintain control and procedures designed to ensure that we are able to collect the information required to disclose in the report we
file with the SEC, and to process, summarize and disclose the information within the periods specified in the rules of the SEC. We have filed the relevant officer certifications under Section 404 of the U.S. Sarbanes Oxley Act of 2002 regarding
internal controls over financial reporting as Exhibits 12.1 and 12.2 to this annual report.



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|10C. | Material Contracts
|---- | ------------------

Issuance of US$400
million 6.375% Guaranteed Notes due 2017

In October 2006, our wholly owned finance subsidiary, Embraer Overseas, issued
US$400 million 6.375% guaranteed notes due 2017 and, as of December 31, 2009, US$388.7 million was outstanding (US$10.6 million in the short-term), including principal and accrued interest. Interest will be paid semiannually. The notes are
unconditionally guaranteed by us. The notes are listed on the Luxembourg Stock Exchange. On March 30, 2007, we and Embraer Overseas commenced an exchange offer to exchange the notes for now notes duly registered with the SEC. The exchange offer
was concluded on May 18, 2007 and US$376.3 million, or 95% of the principal amount of unregistered notes were exchanged for registered notes. The indenture under which the notes were issued contains customary covenants and restrictions such as
limitation on liens, consolidation, merger or transfer of assets.

Issuance of US$500 million 6.375% Guaranteed Notes due 2020

In October 2009, Embraer Overseas issued US$500 million 6.375% guaranteed notes due 2020 and, as of December 31,
2009, US$502.8 million was outstanding (US$7.3 million in the short-term), including principal and accrued interest. Interest will be paid semiannually. The notes are unconditionally guaranteed by us. The notes have been registered with the SEC and
listed on the New York Stock Exchange. The indenture under which the notes were issued contains customary covenants and restrictions such as limitation on liens, consolidation, merger or transfer of assets.

For more information on additional financing arrangements, see Item 5B. Operating and Financial Review and ProspectsLiquidity
and Capital ResourcesCredit Facilities and Lines of CreditLong-term Facilities.



|10D. | Exchange Controls
|---- | -----------------

There
are no restrictions on ownership of our common shares by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit such
amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, the registration of the relevant investment with the Central Bank.

Pursuant to Brazilian law, investors may invest in the common shares under Resolution No. 2,689, of January 26, 2000, of the
CMN. The rules of Resolution No. 2,689 allow foreign investors to invest in almost all financial assets and to engage in almost all transactions available in the Brazilian financial and capital markets, provided that some requirements are
fulfilled. In accordance with Resolution No. 2,689, the definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities domiciled or headquartered abroad.

Pursuant to the rules, foreign investors must: (1) appoint at least one representative in Brazil with powers to perform actions
relating to the foreign investment; (2) complete the appropriate foreign investor registration form; (3) register as a foreign investor with the CVM; and (4) register the foreign investment with the Central Bank.

Securities and other financial assets held by foreign investors pursuant to Resolution No. 2,689 must be registered or maintained in
deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchanges or organized over-the-counter markets licensed by the
CVM.

Under Resolution No. 2,689, foreign investors registered with the CVM may buy and sell shares on the São
Paulo Stock Exchange without obtaining a separate certificate of registration for each transaction. Investors under these regulations are also generally entitled to favorable tax treatment.

Annex V to Resolution No. 1,289, as amended, of the CMN, also known as the Annex V Regulations, provides for the issuance of
depositary receipts in foreign markets in respect of shares of Brazilian issuers.

In connection with the equity offerings of
our common shares, an electronic registration was issued in the name of the depositary with respect to the ADSs and is maintained by the custodian on behalf of the depositary.



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This electronic registration was carried out through the Central Bank Information System-SISBACEN. Pursuant to the registration, the custodian and the depositary are able to convert dividends and
other distributions with respect to the common shares represented by ADSs into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADSs exchanges such ADSs for common shares, the holder will be entitled to continue
to rely on the depositarys registration for five business days after the exchange. Thereafter, a holder must seek to obtain its own electronic registration. Unless the common shares are held pursuant to Resolution No. 2,689 by a duly
registered investor or a holder of common shares who applies for and obtains a new certificate of registration, that holder may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or
distributions with respect to, the common shares. In addition, if the foreign investor resides in a tax haven jurisdiction or is not an investor registered under Resolution No. 2,689, the investor will be subject to less favorable
Brazilian tax treatment than a holder of ADSs.

See Item 3D. Key InformationRisk FactorsRisks Relating our
Common Shares and ADSsIf holders of ADSs exchange the ADSs for common shares, they risk losing the ability to remit foreign currency abroad and Brazilian tax advantages and Item 10E. TaxationMaterial Brazilian Tax
Consequences.



|10E. | Taxation
|---- | --------

The following
discussion, subject to the limitations set forth below, describes material Brazilian and United States tax considerations relating to the ownership of our common shares or ADSs. This discussion does not purport to be a complete analysis of all tax
considerations in those countries and does not address tax treatment of shareholders under the laws of other countries. Shareholders who are resident in countries other than Brazil and the United States, along with shareholders that are resident in
those two countries, are urged to consult with their own tax advisors as to which countries tax laws could be relevant to them. This summary is based upon the tax laws of Brazil and the United States as in effect on the date of this annual
report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Any change in such law may change the consequences described below.

Although there presently is no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had
discussions that may culminate in such a treaty. No assurance can be given, however, as to if or when a treaty will enter into force or how it will affect the U.S. holders of common shares or ADSs.

Material Brazilian Tax Consequences

General. The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition
of common shares or ADSs, as the case may be, by a holder that is not considered domiciled in Brazil (Non-Brazilian Holder), for purposes of Brazilian taxation.

Taxation of Dividends. Dividends, including stock dividends and other dividends paid in property, paid by us to the depositary in
respect of the ADSs, or to a non-Brazilian holder in respect of the common shares, are currently not subject to income withholding tax, provided that they are paid out of profits generated as of January 1, 1996 (or out of reserves derived
therefrom). We do not have retained earnings generated prior to January 1, 1996 (or reserves out of such earnings).

Taxation of Gains. According to Law No. 10,833, enacted on December 29, 2003, the sale or disposition of assets located
in Brazil, by a Non-Brazilian Holder, regardless of whether the sale or the disposition is made to another non-Brazilian resident or to a Brazilian resident, are subject to taxation in Brazil. Accordingly, on the disposition of the common shares,
which are considered assets located in Brazil, the Non-Brazilian Holder will be subject to income tax on the gains assessed, following the rules described below, regardless of whether the transactions are conducted in Brazil or abroad and with a
Brazilian resident or not. Regarding the ADSs, although the matter is not free from doubt, arguably the gains realized by a Non-Brazilian Holder on the disposition of ADSs to another non-Brazilian resident are not taxed in Brazil, based on the
argument that ADSs would not constitute assets located in Brazil for purposes of Law No. 10,833/03. However, we cannot assure you of how Brazilian courts would interpret the definition of assets located in Brazil in connection with the taxation
of gains realized by a Non-Brazilian Holder on the disposition of ADSs to another non-Brazilian resident. Thus, the gain on a disposition of ADSs by a Non-Brazilian Holder to a resident in Brazil (or even to a non-Brazilian resident in the event
that courts determine that ADSs would constitute assets located in Brazil) may be subject to income tax in Brazil according to the rules described below for ADSs or those applicable to the disposition of common shares, when applicable.



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As a general rule, gains assessed are the positive difference between the amount in
reais realized on the sale of exchange of the security and its acquisition cost measured in reais (without correction for inflation).

Under Brazilian law, income tax rules on such gains can vary depending on the domicile of the Non-Brazilian Holder, the type of
registration of the investment by the Non-Brazilian Holder with the Central Bank and how the disposition is carried out, as described below.

The deposit of common shares in exchange for ADSs may be subject to Brazilian income tax on capital gains at the rate of 15% or 25%, in
case of a Non-Brazilian Holder located in a tax haven jurisdiction (as defined below), if the acquisition cost of the common shares is lower than (1) the average price per common share on a Brazilian stock exchange on which the greatest number
of such shares were sold on the day of deposit or (2) if no common shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of common shares were sold in the 15 trading sessions immediately
preceding such deposit. In such case, the difference between the average price of the common shares, calculated as above, and the corresponding acquisition cost, will be considered a capital gain. There are arguments to support that such taxation is
not applicable in case of Non-Brazilian Holders registered under Resolution No. 2,689/00 (2,689 Holder) that are not Tax Haven Holders. The withdrawal of ADSs in exchange for common shares is not subject to Brazilian tax as far as
the regulatory rules in respect to the registration of the investment before the Central Bank are duly observed.

Gains
assessed on the disposition of common shares carried out on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market):



| |  |  | are exempt from income tax when assessed by a Non-Brazilian Holder that is a 2,689 Holder and is not a Tax Haven Holder; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | are subject to income tax at a rate of 15% in any other case, including the gains assessed by a Non-Brazilian Holder that (1) is not a 2,689
Holder; or (2) is a 2,689 Holder but a Tax Haven Holder. In these cases, a withholding income tax of 0.005% on the sale value shall be applicable and can be later offset with the eventual income tax due on the capital gain.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any other gains assessed on a disposition of the common shares that is not carried out on Brazilian stock
exchanges are subject to income tax at a rate of 15%, except for Tax Haven Holders, which, in this case, are subject to income tax at a rate of 25%. In case the gains are related to transactions conducted on the Brazilian non-organized
over-the-counter market with intermediation, the withholding income tax of 0.005% on the sale value shall also be applicable and can be offset with the eventual income tax due on the capital gain.

In the case of a redemption of common shares or a capital reduction, the positive difference between the amount effectively received by
the Non-Brazilian Holder and the acquisition cost of the securities redeemed or returned, is treated as capital gain derived from sale or exchange of common shares carried out in a Brazilian stock exchange market and is therefore subject to income
tax at the rate of 15%, or 25%, in case of Tax Haven Holders.

Any exercise of preemptive rights relating to the common shares
or ADSs will not be subject to Brazilian taxation. Any gain on the sale or assignment of preemptive rights relating to our common shares by the depositary on behalf of holders of our ADSs or to Non-Brazilian Holders of common shares will be subject
to Brazilian income taxation according to the same rules applicable to the sale or disposition of these shares.

Taxation
on Interest on Shareholders Equity. Any payment of interest on shareholders equity (see Item 8A. Financial InformationConsolidated Statements and Other Financial InformationDividends and Dividend PolicyHistory
of Dividend Payments and Dividend Policy and Additional Payments on Shareholders Equity) to Non-Brazilian Holders of ADSs or common shares is subject to Brazilian withholding income tax at the rate of 15% at the time Embraer records such
liability, whether or not the effective payment has been made at that time. In the case of Tax Haven Holders, the applicable rate of withholding income tax is 25%. For tax purposes this interest is limited to the daily pro rata variation of
the TJLP, as determined by the Central Bank from time to time, and the amount of the deduction may not exceed the greater of:



| |  |  | 50% of net income (after the deduction of social contribution on net profits but before taking into account the provision for corporate income tax and
the amounts attributable to shareholders as net interest on shareholders equity) related to the period in respect of which the payment is made; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 50% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

The Brazilian Corporation Law establishes that interest attributed to shareholders equity can either
be accounted for as part of the mandatory dividend or not. In the event that the payment of such interest is accounted for as part of the mandatory dividend, we would be required to pay an additional amount to ensure that the net amount received by
the shareholders, after the income tax, plus the amount of declared dividends, is at least equal to the minimum mandatory dividend. The distribution of interest attributed to shareholders equity would be proposed by our Board of Directors and
subject to subsequent declaration by the shareholders at a general meeting.

Taxation on Foreign Exchange Transactions.
Brazilian law imposes a Tax on Foreign Exchange Transactions, or IOF/Exchange, due on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. Currently, for most exchange transactions, the
rate of IOF/Exchange is 0.38%.

However, on the inflow of resources into Brazil for investments carried out by Non-Brazilian
Holders in the Brazilian financial and capital markets, IOF/Exchange is assessed at a 1.5% rate, except for the rate of zero percent applicable to investments related to (a) variable yield instruments carried out in the stock, commodities and
future exchanges; and (b) the acquisition of shares in a public offering registered with the CVM, or for the underwriting of shares, provided, in both cases, that the issuer is authorized to trade its shares at the Brazilian stock exchange. The
outflow of funds related to investments carried out by Non-Brazilian Holders in the Brazilian financial and capital markets, as well as the remittance of dividends and interest on shareholders equity, are subject to IOF/Exchange at a zero
percent rate.

In any case, the Brazilian government may increase the rate at any time, up to 25.0%. However, any increase in
rates may only apply to future transactions.

Tax on Transactions Involving Bonds and Securities. Brazilian law imposes
a Tax on Transactions Involving Bonds and Securities, or IOF/Bonds Tax, due on transactions involving bonds and securities, including those carried out on a Brazilian stock exchange. Although the rate of IOF/Bonds Tax applicable to transactions
involving common shares is currently zero, the rate of the IOF/Bonds Tax applicable to the transfer of shares with the sole purpose of enabling the issuance of ADSs is currently 1.5%. This rate is applied on the product of (1) the number of
shares which are transferred, multiplied by (2) the closing price for those shares on the date prior to the transfer or, if such closing price is not available on that date, the last available closing price for those shares. The Brazilian
government may increase the rate of the IOF/Bonds Tax at any time by up to 1.5% per day of the transaction amount, but only in respect of future transactions.

Other Brazilian Taxes. There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or
disposition of common shares or ADSs, except for gift and inheritance taxes which are levied by some states of Brazil on gifts made or inheritances bestowed by Non-Brazilian Holders to individuals or entities resident or domiciled or residing within
such state in Brazil. There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of common shares or ADSs.

Material U.S. Federal Income Tax Consequences

The following discussion, subject to the limitations and conditions set forth herein, describes the material U.S. federal income tax
consequences of the purchase, ownership and disposition of Embraer common shares and ADSs. This discussion only applies to beneficial owners of Embraer common shares or ADSs that are U.S. Holders (as defined below) that hold common
shares or ADSs of Embraer as capital assets (generally for investment purposes). This discussion does not address all aspects of U.S. federal income taxation that may be applicable to a U.S. Holder or the tax consequences to U.S. Holders subject to
special treatment under U.S. federal income tax law, including:



| |  |  | partnerships and other entities classified as partnerships for U.S. federal income tax purposes;
| | - |  | ------------------------------------------------------------------------------------------------



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| |  |  | persons subject to the alternative minimum tax;
| | - |  | -----------------------------------------------



| |  |  | tax-exempt entities;
| | - |  | --------------------



| |  |  | dealers and traders in securities or foreign currencies;
| | - |  | --------------------------------------------------------



| |  |  | insurance companies;
| | - |  | --------------------



| |  |  | certain financial institutions;
| | - |  | -------------------------------



| |  |  | persons who own Embraer common shares or ADSs as part of an integrated investment, including a straddle, hedging or conversion transaction, comprised
of the Embraer common shares or ADSs and one or more other positions for tax purposes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | persons whose functional currency is not the U.S. dollar for U.S. federal income tax purposes;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | persons who actually or constructively own 10% or more of Embraers voting stock;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | persons who acquired Embraer common shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | persons holding Embraer common shares or ADSs in connection with a trade or business conducted outside the United States.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

In addition, there is no discussion of state, local, or non-U.S. tax consequences of the purchase, ownership and disposition of Embraer
common shares or ADSs. The discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, or Code, its legislative history, existing final, temporary, and proposed U.S. Treasury regulations, rulings and other
pronouncements of the U.S. Internal Revenue Service, or IRS, and judicial decisions as of the date hereof. Such authorities may be repealed, revoked or modified (with possible retroactive effect) so as to result in U.S. federal income tax
consequences different from those discussed below.

This discussion is also based in part on the representations of the
depository and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

Shareholders are urged to consult their own independent tax advisors concerning the U.S. federal income tax consequences of the
ownership of Embraer common shares and ADSs in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

As used herein, the term U.S. Holder means a beneficial owner of Embraer common shares or ADSs representing Embraer common
shares that is (1) an individual who is a citizen or resident of the United States, (2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any State or the District of
Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust (X) that is subject to the supervision of a court within the United States and the control of one or more
U.S. persons as described in Section 7701(a)(30) of the Code or (Y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. Except where specifically described below, this discussion
assumes that we are not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes.

If a partnership
(or an entity treated as a partnership for U.S. federal income tax purposes) holds Embraer common shares or ADSs, the tax treatment of such partnership and each partner will generally depend upon the status of the partner and the activities of the
partnership. Partnerships that hold Embraer common shares or ADSs, and partners of a partnership holding such common shares or ADSs, are urged to consult their own tax advisors regarding the consequences of the purchase, ownership and disposition of
Embraer common shares or ADSs.

In general, for U.S. federal income tax purposes, a U.S. Holder who is a beneficial owner of
an ADS will be treated as the owner of the underlying Embraer common shares that are represented by such ADS. Deposits or withdrawals of underlying shares by U.S. Holders for ADSs will not be subject to U.S. federal income tax.



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Distributions on Embraer Common Shares or ADSs

For U.S. federal income tax purposes, the gross amount of any distributions (including distributions of notional interest charges
attributed to shareholders equity) paid to U.S. Holders of Embraer common shares or ADSs (including Brazilian withholding taxes imposed on such distributions) will be treated as a dividend, to the extent paid out of current or accumulated
earnings and profits of Embraer and its predecessor as determined under U.S. federal income tax principles. Such a dividend will be includable in the gross income of a U.S. Holder as ordinary income on the date received by the U.S. Holder. To the
extent that the amount of any distribution exceeds Embraers current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return
of capital to the extent of a U.S. Holders adjusted tax basis in the Embraer common shares or ADSs, and thereafter as capital gain. Because we do not expect to maintain earnings and profits in accordance with U.S. federal income tax
principles, U.S. Holders should expect that a distribution will be treated as a dividend for U.S. federal income tax purposes.

Dividends paid by Embraer will not be eligible for the dividends received deduction allowed to corporations under the Code.

The amount of any cash distribution paid in reais will be included in a U.S. Holders gross income in an amount equal to the
U.S. dollar value of the reais calculated by reference to the exchange rate in effect on the date the dividend is received by the U.S. Holder, in the case of Embraer common shares, and by the depository, in the case of ADSs, regardless of
whether the reais are converted into U.S. dollars. If the reais received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the reais equal to their U.S. dollar value
on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the reais will be treated as U.S. source ordinary income or loss for U.S. federal income tax purposes.

A U.S. Holder will be entitled, subject to a number of complex limitations and conditions, to claim a U.S. foreign tax credit in respect
of any Brazilian withholding taxes imposed on dividends received on Embraers common shares or ADSs. U.S. Holders who do not elect to claim a credit for foreign taxes may instead claim a deduction in respect of such Brazilian withholding taxes.
Dividends received with respect to the Embraer common shares or ADSs will be treated as foreign source income for U.S. federal income tax purposes, and will be passive category income for purposes of calculating foreign tax credits in
most cases, subject to various limitations. The rules relating to computing foreign tax credits or deducting foreign income taxes are extremely complex, and U.S. Holders are urged to consult their own independent tax advisors regarding the
availability of foreign tax credits with respect to any Brazilian withholding taxes in regards of dividends paid on Embraers common shares or ADSs.

Subject to certain exceptions for short-term and hedged positions, the amount of dividends received by certain non-corporate U.S. holders
(including individuals) prior to January 1, 2011 with respect to the Embraer common shares or ADSs will be subject to taxation at a maximum rate of 15% if the dividends represent qualified dividend income. Dividends paid on the
Embraer common shares or ADSs will be treated as qualified dividend income if (1) the Embraer common shares or ADSs are readily tradable on an established securities market in the United States and (2) neither Embraer nor its predecessor
was in the year prior to the year in which the dividend was paid, and is not in the year in which the dividend is paid, a passive foreign investment company, or PFIC. Under guidance issued by the IRS, the ADSs of Embraer should qualify as readily
tradable on an established securities market in the United States so long as they are listed on the NYSE. In the case of Embraer common shares held directly by U.S. Holders and not underlying an ADS, it is not clear whether dividends paid with
respect to such shares will represent qualified dividend income. U.S. Holders holding Embraer common shares directly and not through an ADS are urged to consult their own independent tax advisors.

Based on its audited financial statements as well as relevant market and shareholder data, Embraer believes that it was not a PFIC for
U.S. federal income tax purposes with respect to its 2010 taxable year. In addition, based on Embraers audited or projected financial statements and current expectations regarding the value and nature of its assets, the sources and nature of
its income, and relevant market and shareholder data, Embraer does not anticipate becoming a PFIC for its 2010 taxable year. However, because this determination is based on the nature of Embraers income and assets from time to time, involves
the application of complex tax rules, and since Embraers view is not binding on the courts or the IRS, no assurances can be provided that Embraer (or its predecessor) will not be considered a PFIC for the current, or any past or future tax
year. The potential application of the PFIC rules is further discussed below.



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Sale, Exchange or Other Taxable Disposition of Embraer Common Shares or ADSs

A U.S. Holder will recognize taxable gain or loss on any sale, exchange or other taxable disposition of Embraer common shares or ADSs in
an amount equal to the difference between the amount realized on the sale, exchange or other taxable disposition and the U.S. Holders adjusted tax basis (determined in U.S. dollars) in the Embraer common shares or ADSs. Such gain or loss will
generally be capital gain or loss and will be long-term capital gain or loss if the Embraer common shares or ADSs have a holding period of more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for
preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.

Any gain or loss recognized by a U.S. Holder from the sale, exchange or taxable disposition of Embraer common shares or ADSs generally
will be gain or loss from U.S. sources for U.S. foreign tax credit purposes. Consequently, if a Brazilian withholding tax or capital gains tax is imposed pursuant to a sale of Embraer common shares or ADSs, U.S. Holders who do not have significant
foreign source income might not be able to derive effective U.S. foreign tax credit benefit in respect of such Brazilian withholding tax or capital gains tax. The rules relating to foreign tax credits, including the amount of foreign income taxes
that may be claimed as a credit in any given year, are extremely complex and subject to limitations. U.S. Holders are urged to consult their own independent tax advisor regarding the application of the foreign tax credit rules to their particular
circumstances.

Deposits and withdrawals of Embraer common shares in exchange for ADSs will not result in the realization of
gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company Rules

If, during any taxable year of a non-U.S. corporation, 75% or more of the corporations gross income consists of certain types of
passive income, or the average value during a taxable year of the passive assets of the corporation (generally assets that generate passive income) is 50% or more of the average value of all the corporations assets, the
corporation will be treated as a PFIC under U.S. federal income tax law. If a corporation is treated as a PFIC, a U.S. Holder may be subject to increased tax liability upon the sale of its stock, or upon the receipt of certain dividends, unless such
U.S. Holder makes an election to be taxed currently on its pro rata portion of the corporations income, whether or not such income is distributed in the form of dividends, or otherwise makes a mark-to-market election with
respect to the corporations stock as permitted by the Code. In addition, as discussed above, a U.S. Holder would not be entitled to (if otherwise eligible for) the preferential reduced rate of tax payable on certain dividend income. As stated
above, although no assurances can be given, based on Embraers operations, projections and business plans and the other items discussed above, Embraer does not believe that it (or its predecessor) was or currently is a PFIC, and does not expect
to become a PFIC for subsequent taxable years.

U.S. Holders are urged to consult their own independent tax advisors regarding
the potential application of the PFIC rules to the common shares or ADSs and the availability and advisability of making an election to avoid the adverse tax consequences of the PFIC rules should Embraer be considered a PFIC for any taxable year.

Information Reporting and Backup Withholding

In general, payments of dividends on Embraer common shares or ADSs, and payments of the proceeds of the sale, exchange or other
disposition of Embraer common shares or ADSs, paid within the United States or through certain U.S.-related financial intermediaries to a U.S. Holder may be subject to information reporting and backup withholding at a current maximum rate of 28%
unless the U.S. Holder (1) is a corporation or other exempt recipient or (2) in the case of backup withholding, provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has
occurred. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability provided the
required information is timely provided to the IRS. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed its U.S. federal income tax liability by filing a timely refund claim with the
IRS.



|10F. | Dividends and Paying Agents
|---- | ---------------------------

Not applicable.



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|10G. | Statements by Experts
|---- | ---------------------

Not applicable.



|10H. | Documents on Display
|---- | --------------------

We
are subject to the periodic reporting and other informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC. You may inspect and obtain copies, at prescribed rates, of reports and
other information filed by us with the SEC at its Public Reference Room maintained at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC in the United States at
1-800-SEC-0330. You may also inspect and copy this material at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We file our annual report on Form 20-F, including our financial statements, and other reports, including our reports on Form 6-K,
electronically with the SEC. These filings are available at www.sec.gov. We also file financial statements and other periodic reports electronically with the CVM at its website, www.cvm.gov.br. Copies of our annual reports on Form 20-F and documents
referred to in this annual report and our bylaws will be available for inspection upon request at our headquarters at Av. Brigadeiro Faria Lima, 2170, 12227-901 São José dos Campos, São Paulo State, Brazil.



|10I. | Subsidiary Information
|---- | ----------------------

Not required.



|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We are exposed to various market risks, primarily related to potential loss arising from adverse changes in interest rates and foreign
currency exchange rates. We have established policies and procedures to manage sensitivity to interest rate and foreign currency exchange rate risk. These procedures include the monitoring of our levels of exposure to each market risk, including an
analysis based on forecast of future cash flows, the funding of variable rate assets with variable rate liabilities, and limiting the amount of fixed rate assets which may be funded with floating rate liabilities. We may also use derivative
financial instruments to mitigate the effects of interest rate fluctuations and to reduce our exposure to exchange rate risk. The following sections address the significant market risks associated with our financial activities.

Interest Rate Risk

Our
exposure to market risk for interest rate fluctuations principally relates to changes in the market interest rates of our U.S. dollar-denominated and real-denominated monetary assets and liabilities, principally our short- and long-term debt
obligations. Increases and decreases in prevailing interest rates generally translate into increases and decreases in interest expense. Additionally, the fair values of interest rate-sensitive instruments are also affected by general market
conditions.

Our short- and long-term debt obligations totaled US$2,042.9 million at December 31, 2009 and were
denominated in U.S. dollars, Brazilian reais and Euros. Of the total amount of debt denominated in U.S. dollars (i.e., US$1,301.7 million), approximately US$985.3 million was subject to fixed rates. The remaining floating rate U.S.
dollar-denominated debt was indexed to six-month LIBOR. Of our US$703.9 million Brazilian real-denominated debt at December 31, 2009, US$530.7 bears interest at a variable rate based on the TJLP, the long-term interest rate in Brazil,
and US$173.2 bears interest at a fixed rate of 4.5% per annum. The TJLP was 6.00% per annum at December 31, 2009. Our Euro-denominated debt totaled US$37.3 million at December 31, 2009, of which US$19.1 million was subject to
fixed rates and US$18.2 million was indexed to a variable interest rate based on the Euribor.

The table below provides
information about our short term debt obligations as of December 31, 2009 that are sensitive to changes in interest rates and foreign currency exchange rates.



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|                             |  |                                    |  |                         |  |                
|---------------------------- |  | ---------------------------------- |  | ----------------------- |  | ---------------
|                             |  | Weighted AverageInterest Rate 2009 |  | Total AmountOutstanding |  | Total FairValue
|                             |  | (%)                                |  | (in US$ millions)      
|Short Term Debt              |  |                                    |  |                        
|                             |  |                                    | 
|U.S. dollars (fixed rate)    |  | 6.25%                              |  | 51.3                    |  | 31.3           
|U.S. dollars (LIBOR indexed) |  | 1.82%                              |  | 41.3                    |  | 43.3           
|Euro (fixed rate)            |  | 1.00%                              |  | 19.1                    |  | 19.1           
|Euro (EURIBOR indexed)       |  | 2.03%                              |  | 9.2                     |  | 9.5            
|Reais (TJLP indexed)         |  | 7.48%                              |  | 465.8                   |  | 465.9          
|Reais (fixed rate)           |  | 4.50%                              |  | 1.0                     |  | 1.0            
|                             |  |                                    |  |                         |  |                
|Total short-term debt        |  |                                    |  | 587.7                   |  | 570.0          
|                             |  |                                    |  |                         |  |                

The table below provides information about our
long-term debt obligations as of December 31, 2009 that are sensitive to changes in interest rates and foreign currency exchange rates.



|                             |  |                                  |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                
|---------------------------- |  | -------------------------------- |  | ---------------------- |  | ----- |  | ----- |  | ---- |  | ---- |  | ------------------ |  | ---------------
|                             |  | WeightedAverageInterestRate 2009 |  | TotalAmountOutstanding |  | 2011  |  | 2012  |  | 2013 |  | 2014 |  | 2015 andthereafter |  | Total FairValue
|                             |  | (%)                              |  | (in US$ millions)     
|Long Term Debt               |  |                                  |  |                        |  |      
|                             |  |                                  |  |                        |  |       |  |      
|U.S. dollars (fixed rate)    |  | 6.25%                            |  | 934.1                  |  | 22.5  |  | 5.7   |  | 0.7  |  | 0.6  |  | 904.6              |  | 877.3          
|U.S. dollars (LIBOR indexed) |  | 1.82%                            |  | 275.0                  |  | 250.0 |  | 25.0  |  |     |  |     |  |                   |  | 272.3          
|Euro (EURIBOR indexed)       |  | 2.03%                            |  | 9.0                    |  | 9.0   |  |      |  |     |  |     |  |                   |  | 8.8            
|Reais (TJLP indexed)         |  | 7.48%                            |  | 64.8                   |  | 18.5  |  | 16.8  |  | 16.8 |  | 7.8  |  | 4.9                |  | 64.8           
|Reais (fixed rate)           |  | 4.50%                            |  | 172.3                  |  |      |  | 172.3 |  |     |  |     |  |                   |  | 172.3          
|                             |  |                                  |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                
|Total long-term debt         |  |                                  |  | 1,455.2                |  | 300.0 |  | 219.8 |  | 17.5 |  | 8.4  |  | 909.5              |  | 1,395.5        
|                             |  |                                  |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                

In order to manage our interest rate risk on our
monetary liabilities, we have entered into a number of swaps, which effectively convert (1) US$59.7 million of our fixed interest rate, reais-denominated debt into CDI-based, reais-denominated obligations, (2) US$63.1 million
of our variable TJLP-indexed debt into fixed U.S. dollar-denominated obligations , and (iii) US$54.9 million of our fixed interest rate, reais-denominated debt into fixed U.S. dollar denominated obligations.

The table below provides information about our short term debt obligations as of December 31, 2009, after considering the effects of
the above mentioned derivative transactions.



|                             |  |                                    |  |                         |  |                
|---------------------------- |  | ---------------------------------- |  | ----------------------- |  | ---------------
|                             |  | Weighted AverageInterest Rate 2009 |  | Total AmountOutstanding |  | Total FairValue
|                             |  | (%)                                |  | (in US$ millions)      
|Short Term Debt              |  |                                    |  |                        
|                             |  |                                    | 
|U.S. dollars (fixed rate)    |  | 5.34%                              |  | 65.4                    |  | 45.1           
|U.S. dollars (LIBOR indexed) |  | 1.82%                              |  | 41.3                    |  | 43.6           
|Reais (TJLP indexed)         |  | 8.34%                              |  | 452.1                   |  | 452.1          
|Reais (CDI indexed)          |  | 3.56%                              |  | 0.3                     |  | 0.3            
|Reais (fixed rate)           |  | 4.50%                              |  | 0.3                     |  | 0.3            
|Euro (fixed rate)            |  | 1.00%                              |  | 19.1                    |  | 19.1           
|Euro (EURIBOR indexed)       |  | 2.03%                              |  | 9.2                     |  | 9.5            
|                             |  |                                    |  |                         |  |                
|Total short-term debt        |  |                                    |  | 587.7                   |  | 570.0          
|                             |  |                                    |  |                         |  |                



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The table below provides information about our long term debt obligations as of
December 31, 2009, after considering the effects of the above mentioned derivative transactions.



|                             |  |                                   |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                
|---------------------------- |  | --------------------------------- |  | ---------------------- |  | ----- |  | ----- |  | ---- |  | ---- |  | ------------------ |  | ---------------
|                             |  | WeightedAverage InterestRate 2009 |  | TotalAmountOutstanding |  | 2011  |  | 2012  |  | 2013 |  | 2014 |  | 2015 andthereafter |  | Total FairValue
|                             |  | (%)                               |  | (in US$ millions)     
|Long Term Debt               |  |                                   |  |                        |  |      
|U.S. dollars (fixed rate)    |  | 5.34%                             |  | 1,031.9                |  | 36.2  |  | 74.3  |  | 14.4 |  | 5.3  |  | 901.7              |  | 976.5          
|U.S. dollars (LIBOR indexed) |  | 1.82%                             |  | 281.6                  |  | 250.0 |  | 25.1  |  |     |  |     |  | 6.5                |  | 277.4          
|Reais (TJLP indexed)         |  | 8.34%                             |  | 15.4                   |  | 4.8   |  | 3.1   |  | 3.1  |  | 3.1  |  | 1.3                |  | 15.4           
|Reais (CDI indexed)          |  | 3.56%                             |  | 59.9                   |  |      |  | 59.9  |  |     |  |     |  |                   |  | 59.9           
|Reais (fixed rate)           |  | 4.50%                             |  | 57.4                   |  |      |  | 57.4  |  |     |  |     |  |                   |  | 57.4           
|Euro (fixed rate)            |  | 1.00%                             |  |                       |  |      |  |      |  |     |  |     |  |                   |  |               
|Euro (EURIBOR indexed)       |  | 2.03%                             |  | 9.0                    |  | 9.0   |  |      |  |     |  |     |  |                   |  | 8.8            
|                             |  |                                   |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                
|Total long-term debt         |  |                                   |  | 1,455.2                |  | 300.0 |  | 219.8 |  | 17.5 |  | 8.4  |  | 909.5              |  | 1,395.5        
|                             |  |                                   |  |                        |  |       |  |       |  |      |  |      |  |                    |  |                

Foreign Currency Risk

In managing our foreign currency risk, we focus on balancing our non-U.S. dollar-denominated assets against our non-U.S.
dollar-denominated liabilities plus shareholders equity in relation to our forecasts of future cash flows. Beyond the foreign currency exposure related to our debt obligations as summarized above, we also have other assets and liabilities
denominated in currencies other than the U.S. dollar. These monetary assets and liabilities are primarily cash and cash equivalents, temporary cash investments, accounts receivable and payable, deferred income taxes, dividends and certain other
assets and liabilities and are primarily denominated in Brazilian reais. The effects on such assets and liabilities of the appreciation or devaluation of other foreign currencies against the U.S. dollar result in foreign exchange gains
(losses) recognized as interest income (expense), net. The translation gains and losses arising from the remeasurement of our financial statements to U.S. dollars are recognized on our Statement of Income as foreign exchange gain (loss), net.

The table below provides information about our assets and liabilities exposed to foreign currency risk as of
December 31, 2009, as well as the derivative transactions outstanding at the same date:



|                                           |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|------------------------------------------ |  | ---------------------- |  | -------------------------------------- |  | ----- |  | ----- |  | ---- |  | ---- |  | ---------- |  | ---------------
|                                           |  |                        |  | Outstanding Amount by Year of Maturity
|                                           |  | TotalOutstandingAmount |  | 2010                                   |  | 2011  |  | 2012  |  | 2013 |  | 2014 |  | Thereafter |  | Total FairValue
|                                           |  | (in US$ millions)     
|ASSETS                                     |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|Cash and cash equivalents                  |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 877.1                  |  | 877.1                                  |  |      |  |      |  |     |  |     |  |           |  | 877.1          
|In Euro                                    |  | 37.2                   |  | 37.2                                   |  |      |  |      |  |     |  |     |  |           |  | 37.2           
|In Chinese Yuan                            |  | 9.5                    |  | 9.5                                    |  |      |  |      |  |     |  |     |  |           |  | 9.5            
|Investments and temporary cash investments |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 353.3                  |  | 353.3                                  |  |      |  |      |  |     |  |     |  |           |  | 353.3          
|Trade accounts receivable                  |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 111.4                  |  | 111.4                                  |  |      |  |      |  |     |  |     |  |           |  | 111.4          
|In Euro                                    |  | 83.4                   |  | 83.4                                   |  |      |  |      |  |     |  |     |  |           |  | 83.4           
|Deferred income tax assets                 |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 334.4                  |  | 136.4                                  |  | 95.4  |  | 66.3  |  | 25.8 |  | 7.7  |  | 2.8        |  | 334.4          
|In Euro                                    |  | 7.9                    |  | 7.9                                    |  |      |  |      |  |     |  |     |  |           |  | 7.9            
|In Chinese Yuan                            |  | 1.7                    |  | 1.7                                    |  |      |  |      |  |     |  |     |  |           |  | 1.7            
|Other assets                               |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 324.3                  |  | 255.1                                  |  | 69.2  |  |      |  |     |  |     |  |           |  | 324.3          
|In Euro                                    |  | 17.5                   |  | 4.7                                    |  | 12.8  |  |      |  |     |  |     |  |           |  | 17.5           
|In Chinese Yuan                            |  | 2.3                    |  | 2.3                                    |  |      |  |      |  |     |  |     |  |           |  | 2.3            
|Total Assets in reais                      |  | 2,000.5                |  | 1,733.3                                |  | 164.6 |  | 66.3  |  | 25.8 |  | 7.7  |  | 2.8        |  | 2,000.5        
|Total Assets in Euro                       |  | 146.0                  |  | 133.2                                  |  | 12.8  |  |      |  |     |  |     |  |           |  | 146.0          
|Total Assets in Chinese Yuan               |  | 13.5                   |  | 13.5                                   |  |      |  |      |  |     |  |     |  |           |  | 13.5           
|LIABILITIES                                |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|Loans                                      |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 703.9                  |  | 466.8                                  |  | 18.5  |  | 189.1 |  | 16.8 |  | 7.8  |  | 4.9        |  | 703.9          
|In Euro                                    |  | 37.3                   |  | 28.3                                   |  | 9.0   |  |      |  |     |  |     |  |           |  | 37.4           
|Accounts payable to suppliers              |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 24.8                   |  | 24.8                                   |  |      |  |      |  |     |  |     |  |           |  | 24.8           
|In Euro                                    |  | 29.0                   |  | 29.0                                   |  |      |  |      |  |     |  |     |  |           |  | 29.0           
|Customer advances                          |  |                        |  |                                        |  |       |  |       |  |      |  |      |  |            |  |                
|In reais                                   |  | 95.9                   |  | 95.9                                   |  |      |  |      |  |     |  |     |  |           |  | 95.9           



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|                                                                      |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|--------------------------------------------------------------------- |  | ---------------------- | ------ |  | -------------------------------------- | - |  | ----- | - |  | ------ | - |  | ----- | - |  | ----- | - |  | ---------- | - |  | --------------- | -
|                                                                      |  |                        |        |  | Outstanding Amount by Year of Maturity |  
|                                                                      |  | TotalOutstandingAmount |        |  | 2010                                   |   |  | 2011  |   |  | 2012   |   |  | 2013  |   |  | 2014  |   |  | Thereafter |   |  | Total FairValue |  
|                                                                      |  |                        |        |  | (in US$ millions)                      |  
|Other accounts payable & accrued liabilities                          |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 282.3                  |        |  | 281.1                                  |   |  | 1.2   |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 282.3           |  
|In Euro                                                               |  | 49.8                   |        |  | 39.5                                   |   |  | 10.3  |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 49.8            |  
|In Chinese Yuan                                                       |  | 14.0                   |        |  | 14.0                                   |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 14.0            |  
|Taxes and payroll charges payable                                     |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 479.6                  |        |  | 195.6                                  |   |  | 136.8 |   |  | 95.1   |   |  | 37.0  |   |  | 11.0  |   |  | 4.1        |   |  | 479.6           |  
|In Euro                                                               |  | 5.8                    |        |  | 5.8                                    |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 5.8             |  
|In Chinese Yuan                                                       |  | 0.5                    |        |  | 0.5                                    |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 0.5             |  
|Accrued taxes on income                                               |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 3.5                    |        |  | 3.5                                    |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 3.5             |  
|In Euro                                                               |  | 10.3                   |        |  | 10.3                                   |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 10.3            |  
|In Chinese Yuan                                                       |  | 0.8                    |        |  | 0.8                                    |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 0.8             |  
|Deferred income tax liabilities                                       |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 131.6                  |        |  | 10.6                                   |   |  | 12.9  |   |  | 13.7   |   |  | 13.3  |   |  | 13.4  |   |  | 67.7       |   |  | 131.6           |  
|In Euro                                                               |  | 12.0                   |        |  | 12.0                                   |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 12.0            |  
|Accrued dividends                                                     |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 119.6                  |        |  | 119.6                                  |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 119.6           |  
|Contingencies                                                         |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 60.0                   |        |  | 24.5                                   |   |  | 17.1  |   |  | 11.9   |   |  | 4.6   |   |  | 1.4   |   |  | 0.5        |   |  | 60.0            |  
|In Euro                                                               |  | 0.6                    |        |  | 0.6                                    |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 0.6             |  
|Total liabilities in reais                                            |  | 1,901.2                |        |  | 1,222.4                                |   |  | 186.5 |   |  | 309.8  |   |  | 71.7  |   |  | 33.6  |   |  | 77.2       |   |  | 1,901.2         |  
|Total liabilities in Euro                                             |  | 144.8                  |        |  | 125.5                                  |   |  | 19.3  |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 144.9           |  
|Total liabilities in Chinese Yuan                                     |  | 15.3                   |        |  | 15.3                                   |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | 15.3            |  
|Total exposure in reais                                               |  | 99.3                   |        |  | 510.9                                  |   |  | (21.9 | ) |  | (243.5 | ) |  | (45.9 | ) |  | (25.9 | ) |  | (74.4      | ) |  | 99.3            |  
|Total exposure in Euro                                                |  | 1.2                    |        |  | 7.7                                    |   |  | (6.5  | ) |  |       |   |  |      |   |  |      |   |  |           |   |  | 1.1             |  
|Total exposure in Chinese Yuan                                        |  | (1.8                   | )      |  | (1.8                                   | ) |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | (1.8            | )
|DERIVATIVE INSTRUMENTS                                                |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|Cross-currency interest rate swap contracts (Swap URTJP X USD Fixed)  |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|Notional amount                                                       |  | 63.1                   |        |  | 13.7                                   |   |  | 13.7  |   |  | 13.7   |   |  | 13.7  |   |  | 4.7   |   |  | 3.6        |   |  | 3.1             |  
|Average interest paid in US$                                          |  | US$ -2.25%             |        |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Average interest received in R$                                       |  | URTJLP + 5%            | p.a.   |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Cross-currency interest rate swap contracts (R$ Fixed X USD Floating) |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|Notional amount                                                       |  | 54.9                   |        |  |                                       |   |  |      |   |  |       |   |  | 54.9  |   |  |      |   |  |           |   |  | 2.8             |  
|Average interest paid in US$                                          |  | US$ -1.85              | %      |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Average interest received in R$                                       |  | R$ + 4.5%              | p.a.   |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Swap (variable interest into fixed interest R$)                       |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|Notional amount                                                       |  | 59.7                   |        |  |                                       |   |  |      |   |  |       |   |  | 59.7  |   |  |      |   |  |           |   |  | (0.5            | )
|Average interest paid in R$                                           |  | 42.33%                 | CDI    |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Average interest rate received in R$                                  |  | R$ + 4.5               | % p.a. |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Swap (fixed interest into variable interest US$)                      |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|Notional amount                                                       |  | 177.6                  |        |  | 8.7                                    |   |  | 9.3   |   |  | 9.8    |   |  | 10.4  |   |  | 10.8  |   |  | 128.6      |   |  | 14.6            |  
|Average interest paid in US$                                          |  | 0.1                    |        |  |                                       |   |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  |                |  
|Net exposure in assets/liabilities                                    |  |                        |        |  |                                        |   |  |       |   |  |        |   |  |       |   |  |       |   |  |            |   |  |                 |  
|In reais                                                              |  | 217.3                  |        |  | 524.6                                  |   |  | (8.2  | ) |  | (229.8 | ) |  | 22.7  |   |  | (21.2 | ) |  | (70.8      | ) |  | 105.2           |  
|In Euro                                                               |  | 1.2                    |        |  | 7.7                                    |   |  | (6.5  | ) |  |       |   |  |      |   |  |      |   |  |           |   |  | 1.2             |  
|In Chinese Yuan                                                       |  | (1.8                   | )      |  | (1.8                                   | ) |  |      |   |  |       |   |  |      |   |  |      |   |  |           |   |  | (1.8            | )

Customer and Counterparty
Credit Risk

We may incur losses if counterparties to our various contracts do not pay amounts that are owed to us. In that
regard, our primary credit risk derives from the sales of aircraft, spare parts and related services to customers, including the financial obligations related to those sales in the cases where we provide guarantees for the benefit of the providers
of finance to the aircraft purchases of our customers. We are also exposed to the credit risk of the counterparties to our financial derivative contracts.

Financial instruments which may potentially subject us to credit risk concentration include (1) cash and cash equivalents,
(2) trade and other accounts receivable, (3) customer commercial financing, (d) advances to suppliers and (3) financial derivative contracts. We seek to limit our credit risk associated with cash and cash equivalents by placing
the investments we make with those instruments with investment grade-rated institutions in short-term securities and mutual funds. With respect to trade accounts receivable and customer commercial financing, we seek to limit our credit risk by
performing ongoing credit evaluations. All such customers are currently meeting their commitments with us, are operating within the established credit limits that we assign to them and are considered by management to represent an acceptable credit
risk level to us. Advances to suppliers are



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made only to select, long-standing suppliers. The financial condition of those suppliers is analyzed on an ongoing basis with a view to limiting credit risk. We address credit risk related to
derivative instruments by restricting the counterparties of such derivatives to major financial institutions.

We may also
have credit risk related to the sale of aircraft during the period in which their purchasers are finalizing the financing arrangements for their aircraft purchases from us. In order to try to minimize these risks, customer credit analyses are
continuously monitored and we work closely with financial institutions to facilitate customer aircraft financing.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



|12A. | Debt Securities
|---- | ---------------

Not
applicable.



|12B. | Warrants and Rights
|---- | -------------------

Not
applicable.



|12C. | Other Securities
|---- | ----------------

Not
applicable.



|12D. | American Depositary Shares
|---- | --------------------------

Depositary
Fees and Charges

ADR holders will be charged a fee for each issuance of ADSs, including issuances resulting from
distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is US$5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

The following additional charges shall be incurred by ADR holders, by any party depositing or withdrawing shares or by any party
surrendering ADRs or to whom ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or the deposited securities or a distribution of ADRs),
whichever is applicable:



| |  |  | to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are traded, a fee of US$1.50 per
ADR or ADRs for transfers of certificated or direct registration ADRs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are traded, a fee of US$0.02 or
less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement governing our ADSs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to the extent not prohibited by the rules of any stock exchange or interdealer quotation system upon which the ADSs are traded, a fee of US$0.02 per
ADS (or portion thereof) per year for services performed, by the depositary in administering our ADR program (which fee shall be assessed against holders of ADRs as of the record date set by the depositary not more than once each calendar year and
shall be payable in the manner described in the next succeeding provision);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any other charge payable by any of the depositary, any of the depositarys agents, including, without limitation, the custodian, or the agents of
the depositarys agents in connection with the servicing of our common shares or other deposited securities (which charge shall be assessed against registered holders of our ADRs as of the record date or dates set by the depositary and shall be
payable at the sole discretion of the depositary by billing such registered holders or by deducting such charge from one or more cash dividends or other cash distributions);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the fee
for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead
distributed by the depositary to those holders entitled thereto;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | stock transfer or other taxes and other governmental charges;
| | - |  | -------------------------------------------------------------



| |  |  | cable, telex and facsimile transmission and delivery charges incurred at the request of ADR holders;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or
withdrawal of deposited securities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | such fees and expenses as are incurred by the depositary (including without limitation expenses incurred in connection with compliance with foreign
exchange control regulations or any law or regulation relating to foreign investment) in delivery of deposited securities or otherwise in connection with the depositarys or its custodians compliance with applicable law, rule or
regulation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We will pay all other charges and expenses of the depositary and any agent of the depositary
(except the Brazilian custodian of our common shares) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

Only in the case of fees owed to the depositary in connection with cash distributions payable to ADS holders is JPMorgan Chase Bank, the
depositary for our ADR program, entitled to collect those fees by offsetting them against the referred cash distributions payable to holders of our ADRs. In all other cases, JPMorgan Chase Bank will not offset fees owed to it against distributions
payable to ADR holders.

Depositary Payments for the Year December 31, 2009

In 2009, JPMorgan Chase Bank paid approximately US$1.1 million in connection with investor relations related expenses of Embraer incurred
in 2008 and 2009 that are eligible for reimbursement from JPMorgan Chase Bank under our contractual arrangements with that entity.

PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

No matters to report.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

Material Modifications to the Rights of Security Holders

Set forth below is a summary of the modifications of the rights of the holders of former Embraer common and preferred shares as a result
of the share exchange resulting from the merger of former Embraer with and into Embraer approved on March 31, 2006. As a result of the merger, former Embraer ceased to exist and (1) each common share of former Embraer was exchanged for one
common share of Embraer, (2) each preferred share of former Embraer was exchanged for one common share of Embraer, (3) each ADS of former Embraer, each of which represented four preferred shares of former Embraer was exchanged for one ADS
of Embraer, each of which represents four common shares of Embraer, and (4) the golden share, a special class of common share of former Embraer held by the Federative Republic of Brazil, was exchanged for a special class of common share of
Embraer.

This summary lists certain of the material differences but is not meant to be relied upon as an exhaustive list of
the differences between the former Embraer common and preferred shares, and our common shares or a



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detailed description of the provisions discussed, and is qualified in its entirety by reference to the former Embraer bylaws, our bylaws, the Brazilian Corporate Law, the rules and regulations of
the CVM, and the Novo Mercado Regulations.

Comparison of Rights of Holders of Former Embraer Common Shares and Embraer Common
Shares



|                                    |  |                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |  | Rights of Holders of Former Embraer
Common Shares                                                                                                                                                                                                                                 |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                    |  |                                                                                                                                                                                                                                                                                  
|Voting                              |  | Each former Embraer common share entitled its holder to one vote in the resolutions of a general meeting.
 Certain resolutions and acts of the shareholders and management of former Embraer
were subject to the veto of the Brazilian government, as holder of the golden share. |  | Each of our common shares entitles its holder to one vote in the resolutions of a general meeting.
 In the resolutions of the general meeting:
 (1) no shareholder or group of shareholders, whether Brazilian or non-Brazilian,
including brokers acting on behalf of one or more holders of ADSs, may exercise voting rights representing more than 5% of the number of shares into which the capital stock is divided; and (2) non-Brazilian shareholders and groups of non-Brazilian
shareholders may not exercise voting rights representing more than
2/3of the total of the votes conferred on the
entirety of Brazilian shareholders present.  Certain resolutions and
acts of our shareholders and management will be subject to the veto of the Brazilian government, as holder of the golden share.
|                                    |  |                                                                                                                                                                                                                                                                                  
|Maximum Shareholder Votes           |  | None.                                                                                                                                                                                                                                                                             |  | No shareholder or group of shareholders, whether Brazilian or non-Brazilian, may exercise voting rights representing more than 5% of our total capital stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  |                                                                                                                                                                                                                                                                                  
|Non-Brazilian Shareholder
Voting    |  | Ownership of former Embraer common shares by non-Brazilians was limited to 40% of all former Embraer common shares. Non-Brazilian shareholders holding former Embraer common shares,
within the 40% limitation, had full voting rights.                                           |  | Non-Brazilian shareholders and groups of non-Brazilian shareholders may not exercise voting rights representing more than
2/3of the total of the votes conferred on the
entirety of Brazilian shareholders present at the general meeting of our shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                    |  |                                                                                                                                                                                                                                                                                  
|Dividends                           |  | Shareholders were entitled to receive, in each fiscal year, a mandatory dividend corresponding to a percentage equivalent to 25% of the net income for the fiscal year, subject to
certain adjustments.                                                                           |  | Shareholders are entitled to receive, in each fiscal year, a mandatory dividend corresponding to a percentage equivalent to 25% of the net income for the fiscal year, subject to
certain adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                    |  |                                                                                                                                                                                                                                                                                  
|Number of
Directors; Qualifications |  | The Board of Directors consisted of at least nine and no more than 18 directors and their respective alternates, all of whom had to be shareholders.                                                                                                                              |  | The Board of Directors consists of 11 members and their respective alternates, all of whom must be shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                    |  |                                                                                                                                                                                                                                                                                  
|Term of Directors                   |  | The directors were elected at a general meeting for a term of three years, reelection being permitted.                                                                                                                                                                            |  | The Board of Directors has a term of office of two years, reelection being allowed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                              |  | Rights of Holders of Former Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Removal of Directors and
Filling of Vacancies |  | In the event of impairment or a vacancy in the office of a member of the Board of Directors, his alternate assumed office until such impairment ceased or, in the event of a vacancy,
until the first general meeting subsequent thereto was held, which general meeting established a definitive alternate for the remaining term of office. In case of simultaneous or successive vacancies in the offices of an effective director and his
respective alternate, the Board of Directors convened a general meeting to fill such offices.                                                                             |  | As already provided by the Brazilian Corporate Law and, therefore, applicable to holders of our common shares, whenever the election is
conducted under the cumulative voting process, the dismissal of any member of the Board of Directors at a general meeting will immediately result in the dismissal of all the other members, thus requiring a new election; in other cases of vacancy, if
there is no alternate, the entire Board of Directors will stand for election at the next general meeting. 
Any vacant offices that have not been filled, due to a tie, will be subject to a new voting, under the same process, after adjustment is made to the
number of votes entitled to each shareholder based on the number of seats to be filled.                                                                                                                                                                                                                                                                                                                    
|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Election of Directors                         |  | In the election of the directors, the general meeting first established, by a majority vote, the number of directors to be elected that were not otherwise allocated as
representatives of a certain person or group. If the process of cumulative voting had not been requested, the general meeting voted by means of a candidates roll previously registered with the presiding board, which candidates roll assured the
shareholders that held, whether individually or in block, 20% or more of the former Embraer common shares had the right to appoint two effective directors and their respective alternates. |  | Unless a 5% shareholder invokes the cumulative voting provision, the election of directors will be conducted under a system of slate
voting, whereby voting on individual candidates will not be allowed; provided, however, that any shareholder who wishes to do so must appoint candidates at least ten days prior to the general meeting of shareholders at which the members of the Board
of Directors will be elected.  As already provided by the Brazilian
Corporate Law and, therefore, applicable to holders of our common shares, shareholders representing at least 5% of the corporate capital may request the election of directors by cumulative voting if notice is given to the company no later than 48
hours prior to the date for which the general meeting has been called. 
Each shareholder will have the right to cumulate their votes for one candidate and the respective alternate, or to distribute them among several
candidates. The candidate(s) and respective alternate(s) that receive the higher number of votes will be declared elected.



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|                                                 |  |                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                 |  | Rights of Holders of Former Embraer
Common Shares                                                                                                                                                                     |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Quorum of Shareholders for a General Meeting     |  | The quorum for convening a general meeting on first call was the presence of shareholders representing at least 25% of the voting capital; on second call, it was convened with the
presence of any number of shares. |  | The quorum for convening a general meeting on first call is the presence of shareholders representing at least 35% of the capital stock, except if the law requires a higher quorum;
on second call is the presence of shareholders representing at least 25% of the capital stock; and, on third call, the presence of any number of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                 |  |                                                                                                                                                                                                                      
|Notice of Shareholders Meetings                 |  | The first call of a general meeting was made 15 days in advance, and the second call was eight days in advance of the general meeting.                                                                                |  | A general meeting is called by the Board of Directors or, as provided by law, by shareholders or by the Conselho Fiscal, the first call being published at least 30 days in
advance of the general meeting counting from the date of the first publication of the notice; if the meeting is not held because of a lack of quorum, a notice of second call will be published at least 15 days in advance of the general meeting; and,
if again the meeting is not held, the third call will be published at least eight days in advance of the general meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                 |  |                                                                                                                                                                                                                      
|Compulsory Acquisition of a Majority Shareholder |  | None.                                                                                                                                                                                                                 |  | Any shareholder or group of shareholders that acquires or becomes the holder, for any reason of: (1) 35% or more or the total shares
issued by us; or (2) other rights, including beneficial ownership and trust, over shares issued by us that represent more than 35% of our capital, or an Acquiring Shareholder, will submit to the Brazilian government, as holder of the Golden share,
through the Brazilian Ministry of Finance, a request to make a public tender offer for acquisition of all shares issued by us. If the request is denied, the Acquiring Shareholder, within a period of 30 days as of communication of the denial, must
sell all of the shares that exceed the 35% limit. During the period between the request to make the public tender offer and the reply from the Brazilian government, the Acquiring Shareholder may not acquire or sell any shares or convertible
securities issued by us.  The price to be paid for each of our common
shares in the public tender offer must be equal to or greater than the amount obtained by the following formula: 
Acquisition Price = Value of the Share + 50% Premium. 
Value of the Share = the greater value between: (1) the highest unit quotation of the shares issued by us during the 12-month
period



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| |  |                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Rights of Holders of Former Embraer
Common Shares |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                   |  | prior to conducting the public tender offer recorded on any stock exchange in which the shares were traded; (2) the highest price paid by the Acquiring Shareholder during the
36-month period prior to the public tender offer for a share or tranche of shares issued by us; (3) the amount equivalent to 14.5 times our consolidated average EBITDA (determined in accordance with the bylaws), reduced by our net consolidated
indebtedness, divided by the total number of shares issued; and (4) the amount equivalent to 0.6 times the amount of our firm backlog orders, according to the last information disclosed by us, reduced by our net consolidated indebtedness, divided by
the total number of shares issued by us.

Comparison of Rights of Holders of Former Embraer Preferred Shares and Embraer
Common Shares

Below is a summary comparison of the material changes in the rights that resulted from holders of former
Embraer preferred shares becoming holders of Embraer common shares.



|       |  |                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  | Rights of Holders of Former Embraer
Preferred Shares                                                                                                                                        |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Voting |  | Preferred shares were not entitled to vote at a general meeting. Preferred shareholders could attend a general meeting and take part in the discussion of matters presented at the
meeting. |  | Each of our common shares entitles its holder to one vote in the resolutions of a general meeting.
 In the resolutions of the general meeting: (1) no shareholder or group of
shareholders, whether Brazilian or non-Brazilian, including brokers acting on behalf of one or more holders of ADSs, may exercise voting rights representing more than 5% of the number of shares into which the capital stock is divided; and (2) the
set of non-Brazilian shareholders and groups of shareholders may not exercise voting rights representing more than two-thirds of the total of the votes conferred on the entirety of Brazilian shareholders present.
 Certain resolutions and acts of our shareholders and management are subject to the
veto of the Brazilian government, as holder of the golden share.



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|                                         |  |                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                   
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         |  | Rights of Holders of Former Embraer
Preferred Shares                                                                                                                                                                                                                                                                                        |  | Rights of Holders of Embraer
Common Shares                                                                                                                                                                                                                        
|Dividends                                |  | Preferred shares were entitled to the receipt of dividends per share at least 10% higher than those conferred to each common share. Shareholders were entitled to receive, in each
fiscal year, a mandatory dividend corresponding to a percentage equivalent to 25% of the net income for the fiscal year, subject to certain adjustments. |  | There is no dividend preference among shareholders. The shareholders will be entitled to receive, in each fiscal year, a mandatory dividend corresponding to a percentage equivalent
to 25% of the net income for the fiscal year, subject to certain adjustments.
|                                         |  |                                                                                                                                                                                                                                                                                                                                            
|Priority in Capital Stock
Reimbursements |  | Preferred shares were entitled to at least a 10% premium over that received by common shares in the event of a reimbursement of capital.                                                                                                                                                                                                    |  | There is no preference among shareholders in the event of a reimbursement of capital.                                                                                                                                                                             

Use of Proceeds

Not
applicable.



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure
Controls and Procedures

Disclosure controls and procedures refers to the controls and other procedures adopted by us that
are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms,
and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our President and CEO,
Frederico Pinheiro Fleury Curado, and our executive vice-president for finance and chief financial officer, Luiz Carlos Siqueira Aguiar, after evaluating, together with management, the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009, the end of the period covered by this annual report, concluded that, as of such date, our disclosure control and procedures were
effective to ensure information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and were
effective in ensuring that such information is accumulated and communicated to our management, including our CEO and chief financial officer, as appropriate to allow timely decisions regarding required disclosures.

Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the
preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Effective
internal control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring



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Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on this assessment, our management concluded that, as of December 31, 2009, our internal
control over financial reporting was effective based on those criteria.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by
PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, as stated in their attestation report which appears herein on page F-2.

Changes in Internal Control over Financial Reporting

Our internal audit department periodically evaluates our internal controls for the main cycles, documenting by flow charts the processes
used in each cycle, identifying opportunities and suggesting improvements for the existing control mechanisms. There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 16.A | FINANCIAL EXPERT
|--------- | ----------------

Our
Board of Directors has determined that Taiki Hirashima, an effective member of our Conselho Fiscal is an audit committee financial expert as defined by current SEC rules. Furthermore, Mr. Hirashima is an independent member of
our Conselho Fiscal as required by the NYSE rules and regulations. For a discussion of the role of our Conselho Fiscal, see Item 6C. Directors, Senior Management and EmployeesBoard PracticesConselho
Fiscal.



|ITEM 16.B | CODE OF ETHICS
|--------- | --------------

Our
Board of Directors has adopted a Code of Ethics and Conduct applicable to our directors, officers and employees worldwide, including our principal executive officer, principal financial officer and controller. A copy of our Code of Ethics and
Conduct has been filed as Exhibit 11.1 to this annual report.



|ITEM 16.C | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table sets forth by category of service the total fees for services performed by PricewaterhouseCoopers Auditores
Independentes during the fiscal years ended December 31, 2008 and 2009:



|                   |  |                         |  |      
|------------------ |  | ----------------------- |  | -----
|                   |  | Year ended December 31,
|                   |  | 2009                    |  | 2008 
|                   |  | (in US$ thousands)     
|Audit Fees         |  | 2,539                   |  | 2,086
|Audit-Related Fees |  | 284                     |  | 120  
|All Other Fees     |  | 8                       |  | 7    
|                   |  |                         |  |      
|Total              |  | 2,831                   |  | 2,213
|                   |  |                         |  |      

Audit Fees

Audit fees consisted of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentes for 2008 and 2009 in connection with
(1) the audits of our annual financial statements under Brazilian GAAP, which are published in Brazil, and our annual financial statements under U.S. GAAP and statutory audits of our subsidiaries and (2) the issuance of a comfort letter in
connection with our 2009 offering of guaranteed notes due 2020.



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Audit-Related Fees

Audit-related fees in 2008 and 2009 consisted of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentes in connection
with (1) additional analysis of our compliance with provisions of the Sarbanes-Oxley Act and (2) the process of converting our method of reporting to IFRS.

All Other Fees

All
other audit fees refers to miscellaneous permitted services rendered by PricewaterhouseCoopers Auditores Independentes in 2008 and 2009.

Pre-Approval Policies and Procedures

Our Board of Directors approves all audit, audit-related services, tax services and other services provided by PricewaterhouseCoopers. Any
services provided by PricewaterhouseCoopers that are not specifically included within the scope of the audit must be pre-approved by our Board of Directors in advance of any engagement. Pursuant to Rule 2-01 of Regulation S-X, audit committees are
permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimis exception prior to the completion of an audit engagement. In 2007, 2008 and 2009, none of the fees paid to
PricewaterhouseCoopers Auditores Independentes were approved pursuant to the de minimis exception.

ITEM 16.D  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We are in full compliance with the listing standards for audit committee pursuant to Exchange Act Rule 10A-3. For a further discussion of
our Conselho Fiscal and the audit committee exemption, see Item 6C. Directors, Senior Management and EmployeesBoard PracticesConselho Fiscal.

ITEM 16.E  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table shows the results of our last share buyback program which was completed on March 31, 2008 for a total purchase
price of US$183.7 million.



|                     |  |                                     |  |                                 |  |                                                                          |  |                                                                  
|-------------------- |  | ----------------------------------- |  | ------------------------------- |  | ------------------------------------------------------------------------ |  | -----------------------------------------------------------------
|                     |  | Total Number ofShares Purchased (1) |  | Average PricePaid per Share (2) |  | Total Number ofShares Purchasedas Part of PubliclyAnnounced Program 
(3) |  | Maximum Numberof Shares that MayYet Be PurchasedUnder the Program
|                     |  | (in R$)                            
|December 19-20, 2007 |  | 70,000                              |  | 11.21                           |  | 70,000                                                                   |  | 16,730,000                                                       
|January 2-31, 2008   |  | 7,602,100                           |  | 9.93                            |  | 7,602,100                                                                |  | 9,127,900                                                        
|February 1-29, 2008  |  | 5,604,500                           |  | 11.98                           |  | 5,604,500                                                                |  | 3,523,400                                                        
|March 3-31, 2008     |  | 3,523,400                           |  | 11.44                           |  | 3,523,400                                                                |  |                                                                 



|(1) | All shares were purchased through a publicly announced program, in open-market transactions on the São Paulo Stock Exchange.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(2) | Translated from nominal reais into U.S. dollars at the selling exchange rate in effect on each date on which purchases were made.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(3) | The share buyback program was approved by our Board of Directors on December 7, 2007, in compliance with Instrução CVM No. 10/80. We were
authorized to buy back up to an aggregate of 16,800,000 common shares, representing approximately 2.3% of our outstanding capital, which totaled 740,465,044 common shares outstanding. The program was terminated on March 31, 2008. A total of
16,800,000 shares were purchased at an average price of U$10.93 per share.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 16.F  CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

Not applicable.



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ITEM 16.G  CORPORATE GOVERNANCE

We are subject to NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are
considerably different than the standards applied to U.S. listed companies. Under the NYSE rules, we are required only to: (1) have an audit committee or audit board, pursuant to an applicable exemption available to foreign private issuers,
that meets certain requirements, as discussed below, (2) provide prompt certification by our CEO of any material non-compliance with any corporate governance rules and (3) provide a brief description of the significant differences between
our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies. The discussion of the significant differences between our corporate governance practices and those required of U.S.
listed companies follows below.

Majority of Independent Directors

The NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria,
including the absence of a material relationship between the director and the listed company, which independence must be affirmatively determined by the Board of Directors. Likewise, the Novo Mercado Regulations requires that at least 20% of
the members of the Board of Directors of a company listed on the Novo Mercado segment of the São Paulo Stock Exchange be independent. Independence of board members in accordance with the Novo Mercado Regulations is defined by
criteria similar to those set forth in the NYSE rules. However, under the Novo Mercado Regulations and Brazilian law, neither our Board of Directors nor our management is required to test the independence of directors before their election to
the board.

With the exception of Mr. Aprígio Eduardo de Moura Azevedo (the representative of the Brazilian government,
through the governments ownership of the golden share), Messrs. Paulo Cesar de Souza Lucas and Claudemir Marques de Almeida (both representatives of our employees) and Mr. Maurício Novis Botelho, all the current members
of our Board of Directors have declared that they are independent for purposes of the Novo Mercado Regulations. While our directors meet the qualification requirements of the Brazilian Corporate Law, the CVM requirements and the Novo
Mercado Regulations, our Board of Directors has not determined whether our directors are considered independent under the NYSE test for director independence.

The Brazilian Corporate Law and our bylaws require that our directors be elected by our shareholders at a general shareholders
meeting. The election of members of our Board of Directors, absent a request to adopt a cumulative voting system, will be conducted under a system of slate voting whereby voting will be based on a slate of directors and no voting will be allowed on
individual candidates. According to our bylaws, the current members of the board at the time of the election will always be candidates as a slate for a new term of office. Our Board of Directors is appointed by our shareholders for a two-year term,
having three reserved seats as follows: (1) one to be appointed by the Brazilian government, as holder of the golden share and (2) two to be appointed by our employees. The remaining eight directors are elected in accordance
with the slate voting or cumulative voting rules contained in our bylaws. A person may participate in two or more different slates. Each shareholder may only vote on one slate and the slate that receives the highest number of votes shall be declared
elected. See Item 10B. Additional InformationMemorandum and Articles of AssociationBoard of DirectorsElection of Board of Directors.

Executive Sessions

NYSE
rules require that the non-management directors must meet at regularly scheduled executive sessions without management. The Brazilian Corporate Law does not have a similar provision. According to the Brazilian Corporate Law, up to one-third of the
members of the Board of Directors can be elected from management. The remaining non-management directors are not expressly empowered to serve as a check on management and there is no requirement that those directors meet regularly without
management. As a result, the non-management directors on our board do not typically meet in executive session.

Nominating/Corporate
Governance Committee

NYSE rules require that listed companies have a Nominating/Corporate Governance Committee composed
entirely of independent directors and governed by a written charter addressing the committees required purpose and detailing its required responsibilities, which include, among other things, identifying and selecting qualified board



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member nominees and developing a set of corporate governance principles applicable to the company. We are not required under applicable Brazilian law to have a Nominating Committee/Corporate
Governance Committee, and accordingly, to date, have not established such a committee. The directors are elected by our shareholders at a general shareholders meeting. Our corporate governance practices are adopted by the entire board.

Compensation Committee

NYSE rules require that listed companies have a Compensation Committee composed entirely of independent directors and governed by a
written charter addressing the committees required purpose and detailing its required responsibilities, which include, among other things, reviewing corporate goals relevant to CEO compensation, evaluating CEO performance and approving CEO
compensation levels and recommending to the board non-CEO compensation, incentive-compensation and equity-based plans. We are not required under applicable Brazilian law to have a Compensation Committee. Under the Brazilian Corporate Law, the total
amount available for compensation of our directors and executive officers and for profit-sharing payments to our executive officers is established by our shareholders at the annual general meeting. The Board of Directors is then responsible for
determining the individual compensation and profit sharing of each executive officer, as well as the compensation of our board and committee members. In making such determinations, the board reviews the performance of the executive officers,
including the performance of our CEO.

Audit Committee

NYSE rules require that listed companies have an audit committee that (1) is composed of a minimum of three independent directors who
are all financially literate, (2) meets the SEC rules regarding audit committees for listed companies, (3) has at least one member who has accounting or financial management expertise and (4) is governed by a written charter
addressing the committees required purpose and detailing its required responsibilities. However, as a foreign private issuer, we need only to comply with the requirement that the audit committee or audit board in our case, meet the SEC rules
regarding audit committees for listed companies. The Brazilian Corporate Law requires companies to have a non-permanent Conselho Fiscal composed of three to five members who are elected at the general shareholders meeting. The
Conselho Fiscal operates independently from management and from a companys external auditors. Its main function is to monitor the activities of management, examine the financial statements of each fiscal year and provide a formal report
to our shareholders.

We have a permanent Conselho Fiscal that consists of five members and five alternates and which
has ordinary meetings at least every two months. The members of our Conselho Fiscal are all financially literate and one member has accounting expertise that qualifies him as an audit committee financial expert. In order to comply with the
exemption requirements that allow our Conselho Fiscal to act as an audit committee pursuant to SEC rules, our Board of Directors approved the delegation to the Conselho Fiscal of certain additional responsibilities and the Conselho
Fiscal and the Board of Directors adopted an additional charter that delegates to the Conselho Fiscal the duties and responsibilities of a U.S audit committee to the extent permitted under the Brazilian Corporate Law. For a further
discussion of our Conselho Fiscal, see Item 6C. Directors, Senior Management and EmployeesBoard PracticesConselho Fiscal.

Shareholder Approval of Equity Compensation Plans

NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions thereto,
with limited exceptions. Under the Brazilian Corporate Law, shareholders must approve all stock option plans. In addition, any issuance of new shares that exceeds our authorized share capital is subject to shareholder approval.

Corporate Governance Guidelines

NYSE rules require that listed companies adopt and disclose corporate governance guidelines. In addition to being subject to the Novo
Mercado Regulations that include rules on corporate governance, we have not adopted any formal corporate governance guidelines. We have adopted and observe a disclosure policy, our Policy on Publicizing Acts or Relevant Facts, which requires the
public disclosure of all relevant information pursuant to guidelines set forth by the CVM, as well as an insider trading policy, our Policy on Securities Transactions, which, among other things, establishes black-out periods and requires insiders to
inform management of all transactions involving our securities.



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Code of Business Conduct and Ethics

NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees,
and promptly disclose any waivers of the code for directors or executive officers. Applicable Brazilian law does not have a similar requirement. However, in April 2004, we adopted a Code of Ethics and Conduct applicable to our officers, directors
and employees worldwide, including at the subsidiary level. We believe this code substantially addresses the matters required to be addressed pursuant to the NYSE rules. A copy of our Code of Ethics and Conduct has been filed as Exhibit 11.1 to this
annual report. For a further discussion of our Code of Ethics and Conduct, see Item 16.B Code of Ethics.

Internal Audit
Function

NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with
ongoing assessments of the companys risk management processes and system of internal control. Our internal audit function is the responsibility of our risk and internal controls office, under the supervision of the Chief Financial Officer,
assuring the necessary independence and competence to assess the design of our internal control over financial reporting, as well as to test its effectiveness as required by Section 404 of the Sarbanes-Oxley Act of 2002.

PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

We
have responded to Item 18 in lieu of responding to this item.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

Our
audited consolidated financial statements, together with the Independent Registered Public Accounting Firm thereon, are filed as part of this annual report and are located following the signature page hereof.



|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|1.1           |  | Bylaws of Embraer (English translation), incorporated herein by reference to Exhibit 1.1 to Embraers Annual Report on Form 20-F for the fiscal year ended December 31, 2007.                                                                                                                                                                                                                                     
|              | 
|2.1           |  | Form of Amended and Restated Deposit Agreement among Embraer-Empresa Brasileira de Aeronáutica S.A., Morgan Guaranty Trust Company of New York, as depositary, and the Holders
from time to time of American Depositary Shares issued thereunder, including the Form of American Depositary Receipts, incorporated herein by reference from Exhibit 99(a) to Embraers Registration Statement No. 333-133162.     
|              | 
|2.2           |  | Indenture, dated as of October 25, 2006, among Embraer Overseas Limited, Embraer-Empresa Brasileira de Aeronáutica S.A., The Bank of New York, as Trustee, Registrar, Transfer
Agent, and Principal Paying Agent, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent, incorporated herein by reference from Exhibit 4.1 to Embraers Registration Statement No. 333-141629.
|              | 
|2.3           |  | Form of Indenture, dated October 2009, among Embraer Overseas Limited, Embraer-Empresa Brasileira de Aeronáutica S.A. and The Bank of New York, Mellon, as Trustee,
incorporated herein by reference from Exhibit 4.1 to Embraers Registration Statements Nos. 333-162103 and 333-162103-1.                                                                                                                      
|              | 
|2.4           |  | Form of First Supplemental Indenture, dated October 8, 2009, among Embraer Overseas Limited,                                                                                                                                                                                                                                                                                                                      



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|              |  |                                                                                                                                                                                                                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                            
|              | 
|              |  | Embraer-Empresa Brasileira de Aeronáutica S.A. and The Bank of New York Mellon, as Trustee, incorporated herein by reference from Exhibit 4.1 to Embraers Registration
Statements Nos. 333-162103 and 333-162103-1.                                                                                                                                   
|              | 
|2.5           |  | The registrant hereby agrees to furnish to the SEC, upon request, copies of certain instruments defining the rights of holders of long-term debt of the kind described in Item
2(b)(i) of the Instructions as to Exhibits in Form 20-F.                                                                                                                
|              | 
|4.1           |  | Protocol of Merger and Justification of Embraer-Empresa Brasileira de Aeronáutica S.A. with and into Rio Han Empreendimentos e Participações S.A., dated as of
January 19, 2006, and exhibits thereto, or Merger Agreement (English translation), incorporated herein by reference from Exhibit 2.1 to Embraers Registration Statement No. 333-132289.
|              | 
|4.2           |  | Lease Agreement, as amended, between Howard County and Embraer Aircraft Corporation, dated as of April 21, 1998, incorporated herein by reference from Exhibit 10.6 to Embraers
Registration Statement No. 333-12220.                                                                                                                                 
|              | 
|4.3           |  | Lease Agreement, as amended, between the Paris Airport and Embraer, dated as of January 1, 1999, together with an English translation, incorporated herein by reference from Exhibit
10.6 to Embraers Registration Statement No. 333-12220.                                                                                                           
|              | 
|8.1           |  | List of Embraers subsidiaries.                                                                                                                                                                                                                                                                                                                        
|              | 
|11.1          |  | Code of Ethics and Conduct, incorporated herein by reference from Exhibit 11.1 to Embraers Annual Report on Form 20-F for the fiscal year ended December 31,
2003.                                                                                                                                                                                    
|              | 
|12.1          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                                     
|              | 
|12.2          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                                     
|              | 
|13.1          |  | Section 1350 Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                                                 
|              | 
|13.2          |  | Section 1350 Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                                                 



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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



|                     |  |                                                  |  |                                                               
|-------------------- |  | ------------------------------------------------ |  | --------------------------------------------------------------
|                     |  | EMBRAER  EMPRESA BRASILEIRA DE AERONÁUTICA S.A.
|                     |  |                                                 
|Date: April 29, 2010 |  | By:                                              |  | /s/ FREDERICO PINHEIRO FLEURY CURADO                          
|                     |  | Name:                                            |  | Frederico Pinheiro Fleury Curado                              
|                     |  | Title:                                           |  | President and Chief Executive Officer                         
|                     |  |                                                 
|Date: April 29, 2010 |  | By:                                              |  | /s/ LUIZ CARLOS SIQUEIRA AGUIAR                               
|                     |  | Name:                                            |  | Luiz Carlos Siqueira Aguiar                                   
|                     |  | Title:                                           |  | Executive Vice - President Finance and Chief Financial Officer



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Consolidated Financial Statements at

December 31, 2009 and 2008

and
Report of Independent Registered

Public Accounting Firm

Index to Financial Statements



|                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                 |  | Page
|Index to Financial Statements                                                                                    |  | F-1 
|Reports of Independent Registered Public Accounting Firms                                                        |  | F-2 
|Consolidated Balance Sheets at December 31, 2009 and 2008                                                        |  | F-4 
|Consolidated Statements of Income and Comprehensive Income for the Years Ended December 
31, 2009, 2008 and 2007 |  | F-6 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007                       |  | F-8 
|Consolidated Statements of Shareholders Equity for the Years Ended December 
31, 2009, 2008 and 2007            |  | F-9 
|Notes to Consolidated Financial Statements                                                                       |  | F-10



F-1



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##### Table of Contents

Report of Independent Registered

Public Accounting Firm

To the Board of
Directors and Shareholders

Embraer - Empresa Brasileira de Aeronáutica S.A.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and comprehensive income, of
shareholders equity and cash flows present fairly, in all material respects, the financial position of Embraer  Empresa Brasileira de Aeronáutica S.A. and its subsidiaries at December 31, 2009 and 2008, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 15 of the Companys Form 20-F. Our responsibility is to express opinions on these financial statements
and on the Companys internal control over financial reporting based on our integrated audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement
and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 3(d) to the consolidated financial statements, the Company changed its accounting policy on the definition of cash and cash
equivalents and temporary cash investments in 2009.



F-2



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##### Table of Contents

EmbraerEmpresa Brasileira de

Aeronáutica S.A.

As discussed in Note 2
(ii) to the consolidated financial statements, the Company changed the manner in which it accounts for noncontrolling interests in 2009.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

São José dos Campos, Brazil

April 29, 2010

/s/ PricewaterhouseCoopers

Auditores Independentes



F-3



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##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Balance Sheets as of December 31

In millions of U.S. dollars





|                                   |  |      |  |         |  |        
|---------------------------------- |  | ---- |  | ------- |  | -------
|                                   |  | Note |  | 2009    |  | 2008   
|Assets                             |  |      |  |         |  |        
|                                   |  |      | 
|Current assets                     |  |      |  |         |  |        
|Cash and cash equivalents          |  | 5    |  | 1,592.4 |  | 1,820.7
|Temporary cash investments         |  | 6    |  | 953.8   |  | 380.8  
|Trade accounts receivable, net     |  | 7    |  | 396.9   |  | 438.1  
|Customer and commercial financing  |  | 8    |  | 11.2    |  | 8.6    
|Collateralized accounts receivable |  | 9    |  | 12.0    |  | 11.5   
|Inventories                        |  | 10   |  | 2,333.9 |  | 2,829.0
|Deferred income taxes              |  | 28   |  | 106.6   |  | 154.3  
|Other assets                       |  | 11   |  | 233.0   |  | 273.5  
|                                   |  |      |  |         |  |        
|                                   |  |      |  | 5,639.8 |  | 5,916.5
|                                   |  |      |  |         |  |        
|                                   |  |      | 
|Non-current assets                 |  |      |  |         |  |        
|Inventories                        |  | 10   |  | 6.5     |  | 8.0    
|Trade accounts receivable          |  | 7    |  | 0.5     |  | 5.9    
|Customer and commercial financing  |  | 8    |  | 456.4   |  | 510.4  
|Collateralized accounts receivable |  | 9    |  | 474.0   |  | 467.1  
|Guarantee deposits                 |  | 11   |  | 505.3   |  | 493.2  
|Property, plant and equipment, net |  | 13   |  | 756.8   |  | 737.9  
|Goodwill                           |  |      |  | 14.5    |  | 14.5   
|Investments                        |  | 12   |  | 25.3    |  | 68.7   
|Deferred income taxes              |  | 28   |  | 289.0   |  | 173.2  
|Other assets                       |  | 11   |  | 283.4   |  | 248.5  
|                                   |  |      |  |         |  |        
|                                   |  |      |  | 2,811.7 |  | 2,727.4
|                                   |  |      | 
|Total assets                       |  |      |  | 8,451.5 |  | 8,643.9
|                                   |  |      |  |         |  |        



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##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Balance Sheets as of December 31

In millions of U.S. dollars





|                                                                                              |  |      |  |         |   |  |         |  
|--------------------------------------------------------------------------------------------- |  | ---- |  | ------- | - |  | ------- | -
|                                                                                              |  | Note |  | 2009    |   |  | 2008    |  
|Liabilities and shareholders equity                                                          |  |      |  |         |   |  |         |  
|                                                                                              |  |      | 
|Current liabilities                                                                           |  |      |  |         |   |  |         |  
|Loans and financing                                                                           |  | 20   |  | 587.7   |   |  | 529.3   |  
|Non-recourse and recourse debt                                                                |  | 9    |  | 135.9   |   |  | 137.7   |  
|Capital lease obligation                                                                      |  | 21   |  | 4.8     |   |  | 5.5     |  
|Trade accounts payable                                                                        |  |      |  | 595.8   |   |  | 1,078.1 |  
|Advances from customers                                                                       |  | 16   |  | 768.5   |   |  | 1,151.5 |  
|Taxes and payroll charges payable                                                             |  | 17   |  | 64.9    |   |  | 57.5    |  
|Deferred income taxes                                                                         |  | 28   |  | 12.0    |   |  | 4.1     |  
|Accrued taxes on income                                                                       |  |      |  | 13.6    |   |  | 5.8     |  
|Contingencies                                                                                 |  | 19   |  | 10.5    |   |  | 9.5     |  
|Interest own capital and dividends                                                            |  | 25   |  | 119.6   |   |  | 0.9     |  
|Other payables and accrued liabilities                                                        |  | 15   |  | 454.4   |   |  | 565.4   |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      |  | 2,767.7 |   |  | 3,545.3 |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      | 
|Non-current liabilities                                                                       |  |      |  |         |   |  |         |  
|Loans and financing                                                                           |  | 20   |  | 1,455.2 |   |  | 1,296.1 |  
|Non-recourse and recourse debt                                                                |  | 9    |  | 371.6   |   |  | 366.9   |  
|Capital lease obligation                                                                      |  | 21   |  | 14.2    |   |  | 13.9    |  
|Advances from customers                                                                       |  | 16   |  | 398.1   |   |  | 449.2   |  
|Contribution from suppliers                                                                   |  | 14   |  | 67.7    |   |  | 44.3    |  
|Taxes and payroll charges payable                                                             |  | 17   |  | 427.0   |   |  | 343.9   |  
|Deferred income taxes                                                                         |  | 28   |  | 146.4   |   |  | 95.5    |  
|Contingencies                                                                                 |  | 19   |  | 50.4    |   |  | 39.6    |  
|Other payables and accrued liabilities                                                        |  | 15   |  | 324.6   |   |  | 169.9   |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      |  | 3,255.2 |   |  | 2,819.3 |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      | 
|Shareholders equity                                                                          |  | 24   |  |         |   |  |         |  
|Statutory capital                                                                             |  |      |  |         |   |  |         |  
|Common shares (1,000,000,000 shares authorized and 740,465,043 shares issued and outstanding) |  |      |  | 1,438.0 |   |  | 1,438.0 |  
|Special common share (R$1 par value, 1 share authorized, issued and outstanding at            |  |      |  |         |   |  |         |  
|December 31, 2009 and 2008)                                                                   |  |      |  |        |   |  |        |  
|Treasury shares, at cost - 16,800,000 shares                                                  |  |      |  | (183.8  | ) |  | (183.8  | )
|Appropriated retained earnings                                                                |  |      |  | 110.1   |   |  | 80.4    |  
|Unappropriated retained earnings                                                              |  |      |  | 949.9   |   |  | 862.6   |  
|Accumulated other comprehensive income                                                        |  |      |  | 24.1    |   |  | 12.1    |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      |  |         |   |  |         |  
|Total Company shareholders equity                                                            |  |      |  | 2,338.3 |   |  | 2,209.3 |  
|Noncontrolling interest                                                                       |  |      |  | 90.3    |   |  | 70.0    |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      |  | 2,428.6 |   |  | 2,279.3 |  
|                                                                                              |  |      |  |         |   |  |         |  
|                                                                                              |  |      | 
|Total liabilities and shareholders equity                                                    |  |      |  | 8,451.5 |   |  | 8,643.9 |  
|                                                                                              |  |      |  |         |   |  |         |  

The accompanying notes are an integral part of these consolidated financial statements.



F-5



---

##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Statements of Income and Comprehensive

Income For the Years Ended December 31

In millions of U.S. dollars, except earnings per share





|                                                              |  |      |  |          |   |  |          |   |  |          |  
|------------------------------------------------------------- |  | ---- |  | -------- | - |  | -------- | - |  | -------- | -
|                                                              |  | Note |  | 2009     |   |  | 2008     |   |  | 2007     |  
|Gross sales                                                   |  |      |  |          |   |  |          |   |  |          |  
|Foreign market                                                |  |      |  | 4,943.8  |   |  | 6,130.1  |   |  | 5,176.1  |  
|Domestic market                                               |  |      |  | 587.7    |   |  | 282.1    |   |  | 209.2    |  
|Sales deductions                                              |  | 3(a) |  | (65.2    | ) |  | (77.0    | ) |  | (140.1   | )
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|Net sales                                                     |  |      |  | 5,466.3  |   |  | 6,335.2  |   |  | 5,245.2  |  
|Cost of sales and services                                    |  |      |  | (4,352.2 | ) |  | (4,991.7 | ) |  | (4,093.5 | )
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Gross profit                                                  |  |      |  | 1,114.1  |   |  | 1,343.5  |   |  | 1,151.7  |  
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Operating (expenses) income , net                             |  |      |  |          |   |  |          |   |  |          |  
|Selling                                                       |  |      |  | (305.1   | ) |  | (393.1   | ) |  | (361.3   | )
|Research and development                                      |  |      |  | (144.0   | ) |  | (197.0   | ) |  | (259.7   | )
|General and administrative                                    |  |      |  | (191.5   | ) |  | (232.4   | ) |  | (234.8   | )
|Other operating (expense) income, net                         |  | 29   |  | (137.9   | ) |  | 16.0     |   |  | 78.3     |  
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Income from operations                                        |  |      |  | 335.6    |   |  | 537.0    |   |  | 374.2    |  
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|Interest income (expense) , net                               |  | 22   |  | 35.3     |   |  | (171.4   | ) |  | 163.4    |  
|Foreign exchange (loss) gain , net                            |  | 30   |  | (94.1    | ) |  | 71.7     |   |  | (37.7    | )
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|Income before income taxes                                    |  |      |  | 276.8    |   |  | 437.3    |   |  | 499.9    |  
|Income tax expense                                            |  | 28   |  | (14.5    | ) |  | (41.1    | ) |  | (2.7     | )
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Income before equity                                          |  |      |  | 262.3    |   |  | 396.2    |   |  | 497.2    |  
|Equity in earnings of affiliates                              |  |      |  |         |   |  |         |   |  | 0.3      |  
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Net income                                                    |  |      |  | 262.3    |   |  | 396.2    |   |  | 497.5    |  
|Less: Net income attributable to the noncontrolling interests |  |      |  | 13.8     |   |  | 7.5      |   |  | 8.2      |  
|                                                              |  |      |  |          |   |  |          |   |  |          |  
|                                                              |  |      |  |         
|Net income attributable to Embraer                            |  |      |  | 248.5    |   |  | 388.7    |   |  | 489.3    |  
|                                                              |  |      |  |         
|Earnings per share                                            |  | 26   |  |          |   |  |          |   |  |          |  
|Basic                                                         |  |      |  | 0.3434   |   |  | 0.5354   |   |  | 0.6611   |  
|Diluted                                                       |  |      |  | 0.3434   |   |  | 0.5354   |   |  | 0.6603   |  
|                                                              |  |      |  |         
|Weighted average number of shares (in thousands)              |  |      |  |          |   |  |          |   |  |          |  
|Basic                                                         |  |      |  | 723,665  |   |  | 726,084  |   |  | 740,142  |  
|Diluted                                                       |  |      |  | 723,665  |   |  | 726,084  |   |  | 741,047  |  



F-6



---

##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Statements of Income and Comprehensive

Income For the Years Ended December 31



|                                                                        |  |       |  |       |   |  |      
|----------------------------------------------------------------------- |  | ----- |  | ----- | - |  | -----
|                                                                        |  | 2009  |  | 2008  |   |  | 2007 
|Net income                                                              |  | 262.3 |  | 396.2 |   |  | 497.5
|Other comprehensive income (loss)                                       |  | 13.4  |  | (3.1  | ) |  | 11.9 
|                                                                        |  |       |  |       |   |  |      
|                                                                        |  |       | 
|Comprehensive income                                                    |  | 275.7 |  | 393.1 |   |  | 509.4
|Less: Comprehensive income attributable to the noncontrolling interests |  | 15.2  |  | 7.3   |   |  | 8.9  
|                                                                        |  |       |  |       |   |  |      
|                                                                        |  |       | 
|Comprehensive income attributable to Embraer                            |  | 260.5 |  | 385.8 |   |  | 500.5
|                                                                        |  |       |  |       |   |  |      

The accompanying notes are an integral part of these consolidated
financial statements.



F-7



---

##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Statements of Cash Flows

Years Ended December 31

In
millions of U.S. dollars





|                                                                          |  |          |   |  |          |   |  |          |  
|------------------------------------------------------------------------- |  | -------- | - |  | -------- | - |  | -------- | -
|                                                                          |  | 2009     |   |  | 2008     |   |  | 2007     |  
|Cash flows from operating activities                                      |  |          |   |  |          |   |  |          |  
|Net income                                                                |  | 262.3    |   |  | 396.2    |   |  | 497.5    |  
|                                                                          |  |          |   |  |          |   |  |          |  
|Adjustments to reconcile net income to net cash from operating activities |  |          |   |  |          |   |  |          |  
|Depreciation                                                              |  | 86.7     |   |  | 70.5     |   |  | 58.8     |  
|Allowance for doubtful accounts                                           |  | 1.2      |   |  | 2.1      |   |  | 1.5      |  
|Allowance (reversal) for inventory obsolescence                           |  | 30.9     |   |  | 12.7     |   |  | (9.9     | )
|Loss on property, plant and equipment disposals                           |  | 0.9      |   |  | 0.5      |   |  | 0.7      |  
|Accrued interest                                                          |  | 21.2     |   |  | (19.8    | ) |  | 4.5      |  
|Foreign exchange gain (loss), net                                         |  | 94.1     |   |  | (71.7    | ) |  | 37.7     |  
|Deferred income tax expense (benefit), net                                |  | (9.2     | ) |  | 29.5     |   |  | (30.8    | )
|Unrealized/realized (gains) on trading securities, net                    |  | (57.6    | ) |  | (3.0     | ) |  | (64.6    | )
|Other                                                                     |  | 6.5      |   |  | (1.8     | ) |  | 1.2      |  
|Changes in assets and liabilities:                                        |  |          |   |  |          |   |  |          |  
|Trade accounts receivable and customer and commercial financing, net      |  | 122.8    |   |  | (156.3   | ) |  | (274.9   | )
|Collateralized accounts receivable                                        |  | (4.4     | ) |  | (1.0     | ) |  | 342.0    |  
|Inventories                                                               |  | 465.8    |   |  | (357.1   | ) |  | (434.0   | )
|Other assets                                                              |  | 5.5      |   |  | (116.9   | ) |  | 91.9     |  
|Trade accounts payable                                                    |  | (487.5   | ) |  | 179.9    |   |  | (6.3     | )
|Other payables and accrued liabilities                                    |  | 10.3     |   |  | 106.5    |   |  | (22.3    | )
|Accrued taxes on income                                                   |  | 7.8      |   |  | 122.0    |   |  | (5.0     | )
|Taxes and payroll charges payable                                         |  | 6.4      |   |  | (163.5   | ) |  | (27.0    | )
|Contribution from suppliers                                               |  | 23.5     |   |  | (67.9    | ) |  | 20.0     |  
|Advances from customers                                                   |  | (464.0   | ) |  | 431.1    |   |  | 441.1    |  
|Contingencies                                                             |  | 11.8     |   |  | (10.4    | ) |  | (5.1     | )
|                                                                          |  |          |   |  |          |   |  |          |  
|Net cash provided by operating activities                                 |  | 135.0    |   |  | 381.6    |   |  | 617.0    |  
|                                                                          |  |          |   |  |          |   |  |          |  
|Cash flows from investing activities                                      |  |          |   |  |          |   |  |          |  
|Additions to property, plant and equipment                                |  | (103.8   | ) |  | (235.0   | ) |  | (208.9   | )
|Proceeds from sale of property, plant and equipment                       |  | 1.0      |   |  | 2.0      |   |  | 4.1      |  
|Court-mandated escrow deposits, net of withdrawals                        |  |         |   |  | (3.3     | ) |  | (37.1    | )
|Purchase and sales of temporary cash investments, net                     |  | (401.0   | ) |  | 353.7    |   |  | (182.3   | )
|Restricted cash                                                           |  | (2.5     | ) |  | 12.1     |   |  | (14.6    | )
|Acquisition of noncontrolling interest                                    |  |         |   |  | (20.0    | ) |  |         |  
|Others                                                                    |  |         |   |  | 2.5      |   |  | 0.6      |  
|                                                                          |  |          |   |  |          |   |  |          |  
|Net cash (used in) provided by investing activities                       |  | (506.3   | ) |  | 112.0    |   |  | (438.2   | )
|                                                                          |  |          |   |  |          |   |  |          |  
|Cash flows from financing activities                                      |  |          |   |  |          |   |  |          |  
|Proceeds from borrowings                                                  |  | 1,461.8  |   |  | 1,886.2  |   |  | 1,772.0  |  
|Repayment of borrowings                                                   |  | (1,483.0 | ) |  | (1,770.4 | ) |  | (1,471.9 | )
|Payments of capital lease obligations                                     |  | (5.9     | ) |  | (4.6     | ) |  | (2.4     | )
|Proceeds from issuance of shares                                          |  |         |   |  |         |   |  | 3.6      |  
|Dividends and/or interest on own capital paid                             |  |         |   |  | (242.7   | ) |  | (163.5   | )
|Acquisition of own shares for treasury                                    |  |         |   |  | (183.0   | ) |  | (0.8     | )
|                                                                          |  |          |   |  |          |   |  |          |  
|Net cash (used in) provided by financing activities                       |  | (27.1    | ) |  | (314.5   | ) |  | 137.0    |  
|                                                                          |  |          |   |  |          |   |  |          |  
|Effect of exchange rate changes on cash                                   |  | 170.1    |   |  | (92.2    | ) |  | 164.9    |  
|                                                                          |  |          |   |  |          |   |  |          |  
|(Decrease) increase in cash and cash equivalents                          |  | (228.3   | ) |  | 86.9     |   |  | 480.7    |  
|Cash and cash equivalents, at beginning of year                           |  | 1,820.7  |   |  | 1,733.8  |   |  | 1,253.1  |  
|                                                                          |  |          |   |  |          |   |  |          |  
|Cash and cash equivalents, at end of year                                 |  | 1,592.4  |   |  | 1,820.7  |   |  | 1,733.8  |  
|                                                                          |  |          |   |  |          |   |  |          |  

Supplemental disclosure of cash flow information (Note 37)

The accompanying notes are an integral part of these consolidated financial statements.



F-8



---

##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Consolidated Statements of Shareholders Equity

In millions of U.S. dollars, except number of shares (in thousands)





|                                                 |  |                 |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   |  |         |  
|------------------------------------------------ |  | --------------- |  | ------- |  | ------------------------ |  | -------------- | - |  | ---------------------------- |  | ------------------------------ | - |  | ------------------------------------------ | - |  | ------------------------------- | - |  | ---------------------- | - |  | ------- | -
|                                                 |  | Capital         |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   | 
|                                                 |  | Common          |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   | 
|                                                 |  | Numberof shares |  | Amount  |  | Additionalpaid-incapital |  | Treasuryshares |   |  | Appropriatedretainedearnings |  | Unappropriatedretainedearnings |   |  | Accumulatedothercomprehensive(loss) income |   |  | TotalCompanyshareholdersequity |   |  | Noncontrollinginterest |   |  | Total   |  
|At December 31, 2006                             |  | 739,904         |  | 1,434.4 |  |                         |  |               |   |  | 13.8                         |  | 422.3                          |   |  | 3.8                                        |   |  | 1,874.3                         |   |  | 63.9                   |   |  | 1,938.2 |  
|Capital increase - stock options exercised       |  | 561             |  | 3.6     |  |                         |  |               |   |  |                             |  |                               |   |  |                                           |   |  | 3.6                             |   |  |                       |   |  | 3.6     |  
|Net income attriabutable to Embraer              |  |                |  |        |  |                         |  |               |   |  |                             |  | 489.3                          |   |  |                                           |   |  | 489.3                           |   |  | 8.2                    |   |  | 497.5   |  
|Legal reserve                                    |  |                |  |        |  |                         |  |               |   |  | 16.8                         |  | (16.8                          | ) |  |                                           |   |  |                                |   |  |                       |   |  |        |  
|Treasury shares acquired                         |  |                |  |        |  |                         |  | (0.8           | ) |  |                             |  |                               |   |  |                                           |   |  | (0.8                            | ) |  |                       |   |  | (0.8    | )
|Dividends/interest on own capital                |  |                |  |        |  |                         |  |               |   |  |                             |  | (128.5                         | ) |  |                                           |   |  | (128.5                          | ) |  |                       |   |  | (128.5  | )
|Dividends forfeited                              |  |                |  |        |  |                         |  |               |   |  |                             |  | 0.1                            |   |  |                                           |   |  | 0.1                             |   |  |                       |   |  | 0.1     |  
|Cumulative translation adjustment                |  |                |  |        |  |                         |  |               |   |  |                             |  | 0.3                            |   |  | 10.5                                       |   |  | 10.8                            |   |  | 0.7                    |   |  | 11.5    |  
|Transfer between reserves                        |  |                |  |        |  |                         |  |               |   |  | 23.0                         |  | (23.0                          | ) |  |                                           |   |  |                                |   |  |                       |   |  |        |  
|Noncontrolling interest                          |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  |                                           |   |  |                                |   |  | (4.1                   | ) |  | (4.1    | )
|Post-retirement benefits (net of tax of US$ 0.5) |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  | 0.7                                        |   |  | 0.7                             |   |  |                       |   |  | 0.7     |  
|                                                 |  |                 |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   |  |         |  
|At December 31, 2007                             |  | 740,465         |  | 1,438.0 |  |                         |  | (0.8           | ) |  | 53.6                         |  | 743.7                          |   |  | 15.0                                       |   |  | 2,249.5                         |   |  | 68.7                   |   |  | 2,318.2 |  
|Net income attriabutable to Embraer              |  |                |  |        |  |                         |  |               |   |  |                             |  | 388.7                          |   |  |                                           |   |  | 388.7                           |   |  | 7.5                    |   |  | 396.2   |  
|Legal reserve                                    |  |                |  |        |  |                         |  |               |   |  | 26.8                         |  | (26.8                          | ) |  |                                           |   |  |                                |   |  |                       |   |  |        |  
|Treasury shares acquired                         |  |                |  |        |  |                         |  | (183.0         | ) |  |                             |  |                               |   |  |                                           |   |  | (183.0                          | ) |  |                       |   |  | (183.0  | )
|Dividends/interest on own capital                |  |                |  |        |  |                         |  |               |   |  |                             |  | (243.0                         | ) |  |                                           |   |  | (243.0                          | ) |  |                       |   |  | (243.0  | )
|Cumulative translation adjustment                |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  | (2.4                                       | ) |  | (2.4                            | ) |  | (0.2                   | ) |  | (2.6    | )
|Noncontrolling interest                          |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  |                                           |   |  |                                |   |  | (6.0                   | ) |  | (6.0    | )
|Post-retirement benefits (net of tax of US$ 0.3) |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  | (0.5                                       | ) |  | (0.5                            | ) |  |                       |   |  | (0.5    | )
|                                                 |  |                 |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   |  |         |  
|At December 31, 2008                             |  | 740,465         |  | 1,438.0 |  |                         |  | (183.8         | ) |  | 80.4                         |  | 862.6                          |   |  | 12.1                                       |   |  | 2,209.3                         |   |  | 70.0                   |   |  | 2,279.3 |  
|Net income attriabutable to Embraer              |  |                |  |        |  |                         |  |               |   |  |                             |  | 248.5                          |   |  |                                           |   |  | 248.5                           |   |  | 13.8                   |   |  | 262.3   |  
|Legal reserve                                    |  |                |  |        |  |                         |  |               |   |  | 29.7                         |  | (29.7                          | ) |  |                                           |   |  |                                |   |  |                       |   |  |        |  
|Dividends/interest on own capital                |  |                |  |        |  |                         |  |               |   |  |                             |  | (131.5                         | ) |  |                                           |   |  | (131.5                          | ) |  |                       |   |  | (131.5  | )
|Cumulative translation adjustment                |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  | 12.0                                       |   |  | 12.0                            |   |  | 1.4                    |   |  | 13.4    |  
|Noncontrolling interest                          |  |                |  |        |  |                         |  |               |   |  |                             |  |                               |   |  |                                           |   |  |                                |   |  | 5.1                    |   |  | 5.1     |  
|                                                 |  |                 |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   |  |         |  
|At December 31, 2009                             |  | 740,465         |  | 1,438.0 |  |                         |  | (183.8         | ) |  | 110.1                        |  | 949.9                          |   |  | 24.1                                       |   |  | 2,338.3                         |   |  | 90.3                   |   |  | 2,428.6 |  
|                                                 |  |                 |  |         |  |                          |  |                |   |  |                              |  |                                |   |  |                                            |   |  |                                 |   |  |                        |   |  |         |  

The accompanying notes are an integral part of these consolidated financial statements.



F-9



---

##### Table of Contents

EmbraerEmpresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|1 | The Company and its Operations
|- | ------------------------------

Embraer - Empresa Brasileira de Aeronáutica S.A. (the Company) is a publicly-held Company incorporated under the laws
of the Federative Republic of Brazil. Formed in 1969 by the Brazilian government, the Company was privatized in 1994. The corporate purpose of the Company is the development, production and sale of jet and turboprop aircraft for civil and defense
aviation, aircraft for agricultural use, structural components, mechanical and hydraulic systems and technical activities related to the production and maintenance of aerospace material.

The Company has evolved from a government-controlled company established to develop and produce aircraft for the Brazilian Air Force into
a public company that produces aircraft for commercial, executive aviation and defense purposes. The Company has enhanced its engineering and technological capabilities through its development of products for the Brazilian Air Force and through
joint development projects with foreign partners. The Company has applied the capabilities it has gained from its defense business to develop its commercial and executive aviation aircraft businesses.

The Companys shares are registered on the enhanced corporate governance segment of the São Paulo Stock Exchange (Bolsa de
Valores, Mercadorias e Futuros or the BM&FBOVESPA), called the New Market (Novo Mercado). The Company does not have a defined controlling group and the capital comprises only common voting stock.

The Company has wholly-owned consolidated subsidiaries and/or commercial representative offices, which are located in Brazil, the United
States, France, Spain, China, Portugal and Singapore and are mainly engaged in sales marketing and post sales/maintenance services.



|2 | Presentation and Consolidation of Financial Statements
|- | ------------------------------------------------------



|(a) | Presentation
|--- | ------------



|(i) | The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), which
differ in certain respects from accounting principles applied by the Company in its statutory financial statements prepared in accordance with accounting practices adopted in Brazil (Brazilian GAAP).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-10



---

##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(ii) | These financial statements reflect the retrospective adoption of the new accounting standard for noncontrolling interests. This standard clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements, as shown in the consolidated statements of shareholders ́equity.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | A significant portion of the Companys sales is destined to export markets and a substantial level of financing, manufacturing and other costs is denominated in
U.S. dollars (US$).The Company presents its financial statements in accordance with the accounting standard which provides guidance on foreign currency translations. The Companys Board of Directors and management have historically
considered that the U.S. dollar has been, and remains, in their opinion, the currency in which the Company principally operates. Accordingly, the Companys management has concluded that its functional currency is the U.S. dollar.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | For US GAAP purposes, the Company has elected to use the U.S. dollar as its reporting currency, as it believes such presentation is more meaningful to readers.
Translation gains and losses are recorded in Foreign exchange (loss) gain, net in the statement of income.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(v) | For subsidiaries whose functional currency is a currency other than the U.S. dollar, asset and liability accounts are translated into the Companys reporting
currency using exchange rates in effect at the date of the balance sheet, and income and expense items are translated using average exchange rates. The resulting translation adjustments are reported in a separate component of shareholders
equity, in Cumulative Translation Adjustment. The official exchange rate reported by the Brazilian Central Bank at the balance sheet date were December 31, 2009 - US$ 1.00 : R$ 1.7412; December 31, 2008 - US$ 1.00 :
R$ 2.3370 ; December 31, 2007 - US$ 1.00 : R$ 1.7713.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Consolidation
|--- | -------------

The
consolidated financial statements include the accounts of (i) the Company and all majority-owned subsidiaries in which the Company, directly or indirectly, has either a majority of the equity of the subsidiary or otherwise has management
control and (ii) special purpose entities (SPEs) for which the Company was considered to be the primary beneficiary according to the accounting standard for consolidation of variable interest entities. All intercompany accounts and
transactions arising from consolidated entities have been eliminated.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(c) | Acquisition of non-controlling interest
|--- | ---------------------------------------

In July 2008, Embraer acquired a 40% interest in ELEB - Embraer Liebherr Equipamentos do Brasil S.A. from Liebherr Aerospace S.A.S.,
concluding the transaction announced on December 21, 2007. Embraer now holds 99.99% of ELEBs equity interest, and the Company name was changed to ELEB - Equipamentos Ltda. (ELEB). The acquisition was accounted according to the
standard for business combinations.



|3 | Summary of Significant Accounting Policies
|- | ------------------------------------------



|(a) | Revenue recognition
|--- | -------------------

The
Company recognizes revenues from sales made by the commercial, executive aircraft, aviation services and defense segments when title and risk of ownership is transferred to customers, which, in the case of aircraft, occurs when delivery is made,
and, in the case of aviation services, when the service is provided to the customer.

The Company also recognizes rental
revenue for leased aircrafts under operating leases ratably over the lease term and records such revenue as Net sales - others when presenting information by operating segment.

In the defense segments, a significant portion of revenues is derived from long-term development contracts with Brazilian and foreign
governments, for which the Company recognizes revenues under the Percentage of Completion (POC) method. Such contracts contain provisions for price escalation based on a mix of indices related to raw material and labor cost. From time to
time, the Company reassesses the expected margins of certain long-term contracts, adjusting revenue recognition based upon projected costs to completion.

Revenues under exchange pool programs are recognized monthly over the contract term and consist partly of a fixed fee and partly of a
variable fee directly related to actual flight hours of the covered aircraft.

The Company enters into transactions that
represent multiple-element arrangements, such as training, technical assistance, spare parts and others concessions, which are included in the aircraft purchase price. Multiple-element arrangements are assessed to determine whether they can be
separated into more than one unit of accounting if all of the following criteria are met: (i) the delivered item has value to the client on a stand-alone basis; (ii) there is objective and reliable evidence of the fair value of the
undelivered item; and (iii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the Company.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





If these criteria are not met, the arrangement is accounted for as one unit of
accounting, which results in revenue being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered. If these criteria are met for each element and there is objective and reliable evidence of fair
value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each units relative fair value.

Sales deductions comprise indirect sales taxes and contractual concessions.

The Company offers contractual concessions that provide its customers with a reduction in the amount paid for its aircraft. The
concessions are recorded as sales deductions in accordance with the accounting standard which discusses accounting for consideration given by a vendor to a customer, because the concessions represent a reduction of the sales price. In addition, the
recovery of the concessions through the export incentive program is recognized as revenue associated with the sale and exportation of the aircraft and recorded as Net sales.



|(b) | Cost of sales and services
|--- | --------------------------

Cost of sales and services consist of the cost of the aircraft, spare parts and services rendered, comprising:

(i) Material - substantially all materials costs are covered by contracts with suppliers. Prices under these contracts are generally
adjusted based on an escalation formula which reflects, in part, inflation in the United States.

(ii) Labor - these costs are
primarily Real-denominated.

(iii) Depreciation - property, plant and equipment is depreciated over the useful lives, ranging
from five to 48 years, on a straight-line basis. On average, property, plant and equipment is depreciated over 16 years.

Depreciation of aircraft under operating leases is recorded in Cost of sales and services, from the beginning of the lease term using the
straight-line method over the estimated useful life and considering a residual value at the end of the lease term.

In
accordance with the accounting standard for contingencies, the Company accrues a liability for the obligations associated with product warranties at the aircraft delivery date which is estimated based on historical experience and recorded in Cost of
sales and services.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The Company enters into transactions that represent multiple-element arrangements, such
as training, technical assistance, spare parts and other concessions. These costs are recognized when the product or service is provided to the customer.



|(c) | Cash and cash equivalents
|--- | -------------------------

Cash and cash equivalents consist of cash on hand, in banks and highly liquid investments, such as certificates of deposit, time deposits
and other money market investments with maturities of up to 90 days which are readily convertible into cash with a minimal risk of change in the redemption amount. Included in the category are short- term repurchase transactions (REPO)
collateralized by Brazilian Government Notes and Bonds and Certificates of Deposits of Brazilian Banks with daily liquidity issued in the Brazilian market.



|(d) | Temporary cash investments
|--- | --------------------------

Temporary cash investments consist of securities with original maturities greater than 90 days, which are classified as Trading securities
including assets held through exclusive investments funds.

Change in accounting practices:

Through December 31, 2008, the Company classified short- term repurchase transactions collateralized by Brazilian Government notes
and bonds  in accordance to the tenor of the Government notes and bonds rather than the tenor of the REPO transaction itself. As a consequence, short-term REPO transactions and bank certificates of deposits were classified as temporary cash
investments. From January 1, 2009 the Company changed its classification of this class of securities and, as a consequence, highly liquid short-term REPO transactions and banks Certificates of Deposits are now being classified as cash
equivalents.

For comparison purposes, the consolidated balance sheet, as at December 31, 2008 and the statement of cash
flows for the year ended of December 31, 2008 and 2007, were reclassified to reflect this change in accounting practices as below



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                                                       |  |                       |   |  |                   |   |  |          |  
|------------------------------------------------------ |  | --------------------- | - |  | ----------------- | - |  | -------- | -
|                                                       |  | 2008                  |  
|                                                       |  | As originallyreported |   |  | Reclassifications |   |  | Adjusted |  
|Consolidated Balance sheet                             |  |                       |   |  |                   |   |  |          |  
|Cash and cash equivalents                              |  | 1,391.4               |   |  | 429.3             |   |  | 1,820.7  |  
|Temporary cash investments                             |  | 810.1                 |   |  | (429.3            | ) |  | 380.8    |  
|                                                       |  |                       |  
|Consolidated Statement of Cash Flows                   |  |                       |   |  |                   |   |  |          |  
|Unrealized/realized (gain) on trading securities, net  |  | (62.8                 | ) |  | 59.8              |   |  | (3.0     | )
|Cash flow from operating activities                    |  | 321.8                 |   |  | 59.8              |   |  | 381.6    |  
|                                                       |  |                       |  
|Purchases and sales of temporary cash investments, net |  | 410.7                 |   |  | (56.9             | ) |  | 353.7    |  
|Cash flow from investing activities                    |  | 168.9                 |   |  | (56.9             | ) |  | 112.0    |  



|                                                       |  |                       |   |  |                   |  |          |  
|------------------------------------------------------ |  | --------------------- | - |  | ----------------- |  | -------- | -
|                                                       |  | 2007                  |  
|                                                       |  | As originallyreported |   |  | Reclassifications |  | Adjusted |  
|Consolidated Statement of Cash Flows                   |  |                       |   |  |                   |  |          |  
|Unrealized/realized (gain) on trading securities, net  |  | (101.2                | ) |  | 36.6              |  | (64.6    | )
|Cash flow from operating activities                    |  | 580.4                 |   |  | 36.6              |  | 617      |  
|                                                       |  |                       |  
|Purchases and sales of temporary cash investments, net |  | (528.4                | ) |  | 346.1             |  | (182.3   | )
|Cash flow from investing activities                    |  | (784.3                | ) |  | 346.1             |  | (438.2   | )



|(e) | Allowance for doubtful accounts
|--- | -------------------------------

The allowance for doubtful accounts is based on an analysis of accounts receivable and is recorded in an amount considered sufficient to
cover expected losses on uncollectible accounts receivable.



|(f) | Inventories
|--- | -----------

Inventories
are stated at the lower of average production cost or acquisition cost or market value. Inventories of work in process and finished goods are reduced, when applicable, to net realizable value after deduction for costs, taxes and selling expenses.
The Company records a valuation allowance when items are determined to be obsolete or are held in quantities that are in excess of projected usage based on managements estimate of net realizable values. Allowances are utilized if inventories
are sold or written-off.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(g) | Spare part exchange pools
|--- | -------------------------

Based on formal contractual arrangements with customers, certain spare parts are segregated and placed in exchange pools for the exclusive
use of customers participating in such programs, from which they may withdraw for their use an equivalent functioning part, as defined, for an unserviceable part, as needed. Parts placed in exchange pools are recorded as Other Assets and are
depreciated using the straight-line method over estimated useful lives of seven to ten years and considering estimated residual values of 20% to 50% of original cost, which management believes approximate the usage and change in value of the items.
Costs to refurbish parts placed in exchange pools are expensed as incurred. Items in exchange pools are classified as Other Long-term Assets on the consolidated balance sheets.

During the years ended December 31, 2009, 2008 and 2007, the Company recognized revenues of US$ 67.0, US$ 60.8 and
US$ 49.8, respectively, under exchange pool arrangements, which are reported as Net sales in the statement of income and comprehensive income in the aviation services segment.



|(h) | Customer and commercial financing
|--- | ---------------------------------

Customer and commercial financing consists of notes receivable originated from financed aircraft sales and used aircraft assets either
under operating leases or available for lease and/or sale.

Notes receivable are stated at cost plus accrued interest and
reduced by valuation allowances, when necessary, which are determined by the Company upon considering the customer credit rating and related collateral, if any, attached to the respective notes receivable.

Aircraft under operating leases are recorded at cost, net of accumulated depreciation (Note 8).

The Company reviews aircraft under operating leases for impairment when events or changes in circumstances indicate that the expected
undiscounted cash flows from the asset may be less than its carrying value. An asset under an operating lease is considered to be impaired when events or changes in circumstances indicated that the expected undiscounted cash flows from the asset may
be less than its carrying value. Various assumptions are used to determine the expected undiscounted cash flow. These assumptions include lease rates, lease terms, periods over which the asset may be held in preparation for a follow-on lease,
maintenance costs, remarketing costs and the expected useful life of the asset. The determination of expected lease rates is generally based on independent reference values obtained from publications and similar aircraft sales in the secondary
market. The Company uses historical information and current



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





economic trends to develop the remaining assumptions. When there is an indication that an asset is impaired, the impairment loss recorded represents the excess of the carrying value over the
estimated fair value.

Used aircraft available for lease or sale are stated at their acquisition cost. The Company compares the
cost of the individual aircraft with its estimated market value, based on third-party appraisal estimates for the cost of each aircraft. Any resulting deficiencies are recorded as a reduction of the carrying value of the aircraft and charged to Cost
of sales and services. Losses recorded totaled US$ 8.3, US$ 28.1 and US$ 6.8 for the years ended December 31, 2009, 2008 and 2007, respectively.



|(i) | Collateralized accounts receivable and non-recourse and recourse debt
|--- | ---------------------------------------------------------------------

Some of the Companys sales transactions are structured financings through which an Special Purpose Entity (SPE)
purchases the aircraft, pays the Company the purchase price on delivery or at the conclusion of the sales financing arrangement, and then leases the related aircraft to the ultimate customer. A third party financial institution facilitates the
financing of the aircraft purchase through an SPE, and a portion of the credit risk remains with the third party. The Company may provide financial guarantees and/or residual value guarantees in favor of the financial institution, as well as act as
the equity participant in such financial structuring process.

The Company applies the accounting guidance for consolidation of
variable interest entities (VIE) and consolidates SPEs in which it has a variable interest that will absorb a majority of the entitys expected losses if they occur, receive a majority of the entitys expected residual returns
if they occur, or both. Accordingly, SPEs owned by third parties where the Company is the primary beneficiary are consolidated. When the Company is no longer the primary beneficiary, the assets and liabilities related to the aircraft are
deconsolidated from the balance sheet.

The Company determines whether it is the primary beneficiary or a significant interest
holder principally based on a qualitative assessment of the variable interest entity (VIE). This includes a review of the VIEs capital structure, contractual relationships and terms, nature of the VIEs operations and purpose,
nature of the VIEs interests issued, and the Companys interests in the entity which either create or absorb variability. The Company evaluates the design of the VIE and the related risks the entity and the variable interest holders are
exposes to in evaluating consolidation. In limited cases, when it may be unclear from a qualitative standpoint if the Company is the primary beneficiary, the Company uses a quantitative analysis to calculate the probability-weighted expected losses
and probability-weighted expected residual returns using the cash flow and statistical risk measurement modeling.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





As of December 31, 2009, total assets and total liabilities amounted US$329.9 (2008
 US$ 318.9) and US$328.5 (2008  US$317.5), respectively, associated with its significant variable interests in consolidated VIEs.

Generally, the underlying lease transactions qualify as sales-type leases and, as a consequence, the consolidation of these SPEs results
in recording investments in minimum lease payments receivable and residual value, gross of unearned income and corresponding non-recourse debt (Note 9).

The residual value of the sales-type lease assets is estimated at the date of lease inception taking into account a number of factors,
based on the estimated future market value of the aircraft through third party appraisals, including information developed from similar aircraft remarketing in the secondary market. The Company reassesses annually the sales-type lease investment
amount for impairment based on third-party appraisals and credit rating for customers.



|(j) | Property, plant and equipment
|--- | -----------------------------

Property, plant and equipment are stated at cost, including applicable construction-period interest. Materials allocated to specific
projects are added to construction in progress and, in accordance with the accounting standard for capitalization of interest costs, interest incurred on borrowings is capitalized to the extent that borrowings do not exceed construction in progress.

Assets acquired through capital lease arrangements are capitalized and depreciated over the expected useful lives of the
assets, in accordance with the accounting standard for leases.

Costs incurred for the development of computer software for
internal use are capitalized in accordance with the accounting standard for the costs of computer software developed or obtained for internal use.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (Note 13). Improvements to
existing property that significantly extend the useful life or the utility of the asset are capitalized, while maintenance and repair costs are charged to expense as incurred.

Long-lived assets held for sale are stated at the lower of cost or fair value. Long-lived assets held for use are subject to an impairment
assessment if facts and circumstances indicate that the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset. The amount of the impairment is the difference between the carrying amount and the estimated
fair value of the asset. No impairment losses on fixed assets were recorded in 2009, 2008 or 2007.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(k) | Marketing and advertising expenses
|--- | ----------------------------------

The Company records marketing and advertising expenses as incurred which totaled US$ 6.9, US$ 18.2 and US$ 13.4 for 2009,
2008 and 2007, respectively, included in Selling expenses. The Company participates in air shows to promote its products and develop customer relationships. The amounts expensed in relation to such air shows totaled US$ 6.4, US$ 10.7 and
US$ 14.3 for 2009, 2008 and 2007, respectively.



|(l) | Investments
|--- | -----------

Investments
in marketable securities which the Company has the ability and intent to hold to maturity are classified as held-to-maturity and are reported at amortized cost, while securities that are purchased for trading purposes are classified as trading
securities and marked-to-market with the effects of changes in fair value recorded in the statement of income and comprehensive income in Interest income (expense) net. Declines in the fair value of held-to-maturity securities below their cost that
are deemed to be other-than-temporary are recorded as permanent write-downs with a charge to Interest income (expense), net.

The Company uses the equity method to account for its investees in which it holds less than 50% and more than 20% of the investees
voting stock and has the ability to exercise significant influence over the operating and financial policies of the investee. Under the equity method, the Company records its proportionate share in the investees earnings, reduced by dividends
received.



|(m) | Product warranties
|--- | ------------------

Warranty costs related to sales of aircraft and parts are recognized as Cost of sales and services at the time of sale based on estimated
amounts of warranty costs anticipated to be incurred. These estimates include, among others, historical warranty claims and cost experience, warranty coverage available from suppliers, type and duration of warranty coverage, and the volume and mix
of aircraft sold and in service. The warranty period typically ranges from two years for spare parts up to five years for aircraft components.

Provisions for warranties are included in Other payables and accrued liabilities (Note 15).



|(n) | Contingencies and guarantees
|--- | ----------------------------

Losses for contingencies related to labor, tax and civil litigation are recorded when they are determined to be probable and can be
reasonably estimated. These estimates are based on the positions of legal counsel and managements estimate as to the likely outcome of the outstanding matters and the estimated amount of loss at the balance sheet dates.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Certain guarantees that are issued or modified after December 31, 2002, including
third-party guarantees, are initially recorded on the balance sheet at fair value. Liabilities for guarantees issued on or before December 31, 2002 are recorded when and if payments become probable and estimable. The accounting standard for
guarantees has the general effect of delaying recognition of a portion of the revenue for product sales that are accompanied by certain third-party guarantees. During the years ended December 31, 2009, 2008 and 2007, the fair value of
guarantees recorded by the Company generated a credit to Sales deductions of US$ 2.6 , and Sales deduction of US$ 2.9 and US$ 2.5, respectively.



|(o) | Post-retirement benefits
|--- | ------------------------

The Company participates in a defined contribution pension plan that provides pension benefits for its employees (Note 23). Expense is
recognized as the amount of the required contribution for the period and is recorded on the accrual basis.

The Company
accounts for such benefits in accordance with the standard for nonretirement postemployment benefits which requires an entity to recognize in its balance sheet the over or underfunded status of its defined benefit post-retirement plans, measured as
the difference between the fair value of the plan assets and the benefit obligation. This accounting standard also requires an entity to recognize changes in the funded status of defined benefit post-retirement plans within other comprehensive
income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost.

The
funded status of the defined benefit pension and post-retirement medical benefit plans are recorded by the Company based on the funded status of each plan as of the balance sheet dates. The net periodic cost of the Companys post-retirement
medical benefit plan and the terminated defined benefit pension was determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, the long-term rate of return on plan assets
and the medical cost trend rate.



|(p) | Employee profit-sharing plan
|--- | ----------------------------

In December 2008, the Board of Directors approved changes to the methodology for calculating the employee profit-sharing program which is
now linked to the Companys net income calculated in accordance with US GAAP and to individual and business unit performance targets. Of the total, 30% is distributed equally to all employees and 70% proportionally to salary. The Company
recorded an expense of US$ 33.7, US$ 50.1, US$ 71.0 for the years ended December 31, 2009, 2008 and 2007, respectively.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(q) | Research and development
|--- | ------------------------

Research and development costs are expensed when incurred and are recorded net of amounts contributed by risk-sharing suppliers. Amounts
received from risk-sharing suppliers as contributions for research and development activities are classified as contributions from suppliers and recognized as research and development only when the Company has met its obligations under the
provisions of the related supply agreements (Note 14). Net research and development expenses were US$ 144.0, US$ 197.0 and US$ 259.7 for the years ended December 31, 2009, 2008 and 2007, respectively. In , for the years ended
December 31, 2009, 2008 and 2007, the Company recognized as a reduction of research and development expenditures US$ 102.2, US$ 134.8 and US$ 23.7, respectively, for payments previously received from risk-sharing suppliers
related to the certification of the EMBRAER 170/190 family and the Executive family of aircraft and the fulfillment of other contractual milestones.



|(r) | Stock compensation
|--- | ------------------

The
Company adopted the guidance in the accounting standard for share-based payments.



|(s) | Income taxes
|--- | ------------

Income
taxes in Brazil are comprised of Federal income tax and social contribution tax. There are no state or local income taxes in Brazil. The enacted income tax rates applicable for the years ended December 31, 2009, 2008 and 2007 were as follows:



|                             |  |           
|---------------------------- |  | ----------
|                             |  | Percentage
|Federal income tax rate      |  | 25        
|Social contribution tax rate |  | 9         
|                             |  |           
|Combined tax rate            |  | 34        
|                             |  |           

The effects of book adjustments in relation to the
underlying tax basis, have been recognized as temporary differences for the purpose of recording deferred income taxes, except that deferred taxes have not been recorded for differences relating to certain assets and liabilities that are remeasured
from Brazilian Reais to U.S. dollars at historical exchange rates and that result from changes in exchange rates or inflation indexation adjustments in local currency for tax purposes.

Effective January 1, 2007, the Company adopted the accounting standard for uncertainty in income taxes, which requires a
more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The effects of adoption had an insignificant impact on the financial statements.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The Company records interest and penalties on uncertain tax positions under Interest
income (expense), net (Note 22).



|(t) | Derivative financial instruments
|--- | --------------------------------

All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent for
holding them in accordance with the accounting standard for derivatives and hedging. The Companys derivative financial instruments have not qualified for hedge accounting designation for purposes of this accounting standard accordingly,
changes in the fair value of these derivative financial instruments are recorded in income and classified as a component of Interest income (expense), net (Note 22).



|(u) | Comprehensive income
|--- | --------------------

The
accounting standard for presentation of comprehensive income establishes the basis for reporting and display of comprehensive income and its components in financial statements. Comprehensive income consists of net income, the effects of foreign
currency translation adjustments on subsidiaries and the effects of recording the funded status of post-employment benefit plans in accordance with the accounting standard for non-retirement post-employment benefits.



|(v) | Compensated absences
|--- | --------------------

The
liability for future compensation of employee vacations is fully accrued as benefits are earned.



|(w) | Use of estimates
|--- | ----------------

The
preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and adopt assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities and the fair value of financial instruments on the balance sheet dates and the reported amounts of revenues and expenses during the reporting period. Significant estimates for which changes in the near term are considered
reasonably possible and that may have a material impact on the financial statements are disclosed. Actual results may differ from such estimates.



|(x) | Goodwill
|--- | --------

Goodwill is not
amortized, but tested for impairment annually and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist.

Goodwill is tested for impairment by first comparing the carrying value of net assets to the fair value of the related operations. If the
fair value is determined to be less than



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations and
is compared to its carrying value.

The acquisition of a 40% interest in ELEB in 2008 for US$ 20.0 generated goodwill of
US$ 14.5. An amount of US$ 5.5 was allocated as a fair value adjustment of the assets acquired and liabilities assumed, based on managements studies. The excess purchase price was fully allocated to goodwill which was tested for
impairment. No adjustment for impairment was recorded in 2009.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|4 | Recently Issued Accounting Pronouncements
|- | -----------------------------------------



|(a) | Accounting pronouncements adopted
|--- | ---------------------------------

In June 2009, the U.S. Financial Accounting Standards Board (FASB) approved the FASB Accounting Standards
Codification (ASC) as the single source of authoritative nongovernmental U.S. GAAP which was launched on July 1, 2009. ASC does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S.
GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered
non-authoritative. ASC also includes all relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections within the Codification. The FASB will not issue new standards in the form of Statements,
FASB Staff Positions or Emerging Issue Task Force Abstracts, but instead will issue Accounting Standard Updates (ASUs). ASUs will not be considered authoritative in their own right as they serve only to update the
Codification by providing the basis for conclusions on the change(s) in the Codification. ASC is effective for interim and annual periods ending after September 15, 2009, and the principle impact on our financial statements is limited to
disclosures.

In March 2008, the FASB issued a new standard on disclosures about derivative instruments and hedging activities.
This new standard expands the current disclosure requirements for derivative instruments and hedging activities, such that entities must now provide qualitative disclosure about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gain and losses on derivative instruments and disclosures about credit-risk related contingent features in derivative agreements on a quarterly basis regarding how and why the entity uses derivatives, how
derivatives and related hedged items are accounted for under the standard and how derivatives and related hedged items affect the entitys financial position, performance and cash flow. The required information is disclosed in Note 32.



|(b) | Accounting pronouncements not yet adopted
|--- | -----------------------------------------

In January 2010, the FASB issued a new accounting standard for fair value measurements and disclosures. This accounting standard will
provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the
transfers between Levels 1, 2, and 3. This accounting standard is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity on a gross basis which is effective for
annual periods beginning after December 15, 2010 and for interim periods within those fiscal years. The Company does not expect the adoption to have a material impact on its consolidated financial position or results of operations.



F-24



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





In June 2009, the FASB issued a new accounting standard on the accounting and disclosure
requirements for the consolidation of VIEs. Subsequently, in December 2009, the FASB issued a new accounting standard which replaced the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a
controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entitys
economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. This new accounting standard is effective for annual and interim periods beginning after November 15,
2009. The Company does not expect the adoption to have a material impact on its consolidated financial position or results of operations.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for transfers of financial assets. Subsequently,
in December 2009, the FASB issued a new accounting standard for transfer of financial assets which will improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the
exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a
transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the
requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This new accounting standard is effective for annual and interim periods beginning after November 15, 2009. The Company does not
expect the adoption to have a material impact on its consolidated financial position or results of operations.

In October
2009, the FASB issued new accounting standard for revenue recognition under multiple-deliverable arrangements. This standard modifies the criteria for separating consideration under multiple-deliverable arrangements and requires allocation of the
overall consideration to each deliverable using the estimated selling price in the absence of vendor-specific objective evidence or third-party evidence of selling price for deliverables. As a result, the residual method of allocating arrangement
consideration will no longer be permitted. The guidance also requires additional disclosures about how a vendor allocates revenue in its arrangements and about the significant judgments made and their impact on revenue recognition. This guidance is
effective for fiscal years beginning on or after June 15, 2010 (with early adoption permitted). The provisions are effective prospectively for revenue arrangements entered into or materially modified after the effective date, or retrospectively
for all prior periods. The Company does not expect the adoption to have a material impact on its consolidated financial position or results of operations.



F-25



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|5 | Cash and Cash Equivalents
|- | -------------------------



|                                |  |         |  |        
|------------------------------- |  | ------- |  | -------
|                                |  | 2009    |  | 2008   
|Cash and bank balances          |  |         |  |        
|Denominated in U.S. dollars     |  | 42.1    |  | 14.3   
|Denominated in Reais            |  | 11.4    |  | 217.7  
|Denominated in other currencies |  | 55.7    |  | 49.4   
|                                |  |         |  |        
|                                |  | 109.2   |  | 281.4  
|Cash equivalents                |  |         |  |        
|Denominated in U.S. dollars (i) |  | 613.9   |  | 1,005.1
|Denominated in Reais (ii)       |  | 865.7   |  | 529.5  
|Denominated in other currencies |  | 3.6     |  | 4.7    
|                                |  |         |  |        
|                                |  | 1,483.2 |  | 1,539.3
|                                |  |         |  |        
|                                |  | 1,592.4 |  | 1,820.7
|                                |  |         |  |        



| | (i) | Represents time deposits, money market funds and overnight funds deposited overseas by consolidated subsidiaries.
| | --- | -----------------------------------------------------------------------------------------------------------------



| | (ii) | Mainly represented by money market funds with several financial institutions. These funds are exclusively for the benefit of the Company and managed by third parties
and accrue monthly commission fees. The funds are comprised of investments that have daily liquidity and are marked-to-market on a daily basis with changes in fair value reflected in results of operations. The target returns are specified with each
financial institution based on a percentage of the CDI (Brazilian Interbank Deposit Rate). As discussed in Note 3(d) the Company changed its policy on the classification of cash and cash equivalents, refer to that note for further details.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-26



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|6 | Temporary Cash Investments
|- | --------------------------



|                   |  |       |  |      
|------------------ |  | ----- |  | -----
|                   |  | 2009  |  | 2008 
|Trading Securities |  | 934.0 |  | 371.0
|Held-to-maturity   |  | 19.8  |  | 9.8  
|                   |  |       |  |      
|                   |  | 953.8 |  | 380.8
|                   |  |       |  |      

At December 31, 2009 and 2008, the Company held
investments in private investment money market funds, the assets of which primarily comprise of notes issued by the Brazilian Federal Government, banks certificates of deposits and debentures issued by public companies in Brazil. These funds are
exclusively for the benefit of the Company and managed by third parties who charge a monthly commission. The investments are marked-to-market on a daily basis with changes in fair value reflected in results of operations as the Company considers
these investments as securities held for trading purposes.

These private investment funds do not have significant financial
obligations. Any financial obligations are limited to asset management and custodial fees, audit fees and similar expenses. No assets of the Company are used as collateral for these obligations and the creditors of the funds have no recourse against
the general credit of the Company.



|7 | Trade Accounts Receivable
|- | -------------------------



|                                       |  |       |   |  |       |  
|-------------------------------------- |  | ----- | - |  | ----- | -
|                                       |  | 2009  |   |  | 2008  |  
|Aviation services                      |  | 266.5 |   |  | 315.5 |  
|Defense                                |  |       |   |  |       |  
|Brazilian Air Force                    |  | 124.5 |   |  | 95.4  |  
|Other                                  |  | 1.7   |   |  | 3.3   |  
|Commercial aviation                    |  | 3.5   |   |  | 0.1   |  
|Executive aviation                     |  | 0.4   |   |  |      |  
|Others                                 |  | 34.8  |   |  | 61.6  |  
|                                       |  |       |   |  |       |  
|                                       |  | 431.4 |   |  | 475.9 |  
|Less - allowance for doubtful accounts |  | (34.0 | ) |  | (31.9 | )
|                                       |  |       |   |  |       |  
|                                       |  | 397.4 |   |  | 444.0 |  
|Less - current portion                 |  | 396.9 |   |  | 438.1 |  
|                                       |  |       |   |  |       |  
|Long-term portion                      |  | 0.5   |   |  | 5.9   |  
|                                       |  |       |   |  |       |  



F-27



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Unbilled accounts receivables recognized under the POC method for Defense totaled
US$ 118.8 at December 31, 2009 (2008 - US$ 83.1).

The changes to the allowance for doubtful accounts are
summarized as follows:



|                  |  |      |   |  |      |   |  |      |  
|----------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                  |  | 2009 |   |  | 2008 |   |  | 2007 |  
|Beginning balance |  | 31.9 |   |  | 30.9 |   |  | 29.4 |  
|Additions         |  | 4.5  |   |  | 5.3  |   |  | 6.4  |  
|Write-offs        |  | (2.4 | ) |  | (4.3 | ) |  | (4.9 | )
|                  |  |      |   |  |      |   |  |      |  
|Ending balance    |  | 34.0 |   |  | 31.9 |   |  | 30.9 |  
|                  |  |      |   |  |      |   |  |      |  

Sales to customers in excess of 10% of the Company's net sales were as follows:



|                    |  |               |  |      |  |     
|------------------- |  | ------------- |  | ---- |  | ----
|                    |  | Net sales - %
|                    |  | 2009          |  | 2008 |  | 2007
|Commercial Aviation |  |               |  |      |  |     
|Northwest Airlines  |  |              |  | 10.5 |  |    
|Air Canada          |  |              |  |     |  | 13.1
|Republic/Chautauqua |  |              |  |     |  | 12.6



|8 | Customer and Commercial Financing
|- | ---------------------------------



|                                                                                                    |  |       |  |      
|--------------------------------------------------------------------------------------------------- |  | ----- |  | -----
|                                                                                                    |  | 2009  |  | 2008 
|Operating lease equipment, at cost, less accumulated depreciation of US$ 81.2 (2008 - US$ 63.2) (i) |  | 445.8 |  | 430.2
|Notes receivable (ii)                                                                               |  | 21.8  |  | 88.8 
|                                                                                                    |  |       |  |      
|                                                                                                    |  | 467.6 |  | 519.0
|Less - current portion                                                                              |  | 11.2  |  | 8.6  
|                                                                                                    |  |       |  |      
|Long-term portion                                                                                   |  | 456.4 |  | 510.4
|                                                                                                    |  |       |  |      



| | (i) | Rental income for leased aircraft amounted to US$ 41.6, US$ 39.9 and US$ 44.2 in the years ended December 31, 2009, 2008 and 2007, respectively. At
December 31, 2009, minimum future rentals on non-cancelable operating leases for each of the five succeeding years were as follows:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-28



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|           |  |     
|---------- |  | ----
|2010       |  | 30.5
|2011       |  | 21.4
|2012       |  | 15.9
|2013       |  | 12.1
|2014       |  | 9.6 
|Thereafter |  | 13.5



| | (ii) | Notes receivable represent sales financing, indexed at average interest rates of 5.9% per annum, with maturities through 2021.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------

At December 31, 2009, the maturity schedule for notes receivables was as follows :



|     |  |     
|---- |  | ----
|Year |  |     
|2010 |  | 11.2
|2011 |  | 5.8 
|2012 |  | 3.9 
|2013 |  | 0.9 
|     |  |     
|     |  | 21.8
|     |  |     



|9 | Collateralized Accounts Receivable and Non-Recourse and Recourse Debt
|- | ---------------------------------------------------------------------

Underlying lease transactions which, qualify as sales-type leases, result in the consolidation of the corresponding SPEs and in the
recording of investments in minimum payments receivable and in the residual value, gross of unearned income which totaled US$ 872.8 and US$ 893.5, (net amount of US$ 486.0 and US$ 478.7) as of December 31, 2009 and 2008,
respectively, and are presented as collateralized accounts receivable.

These transactions also resulted in the recording of
non-recourse debt of US$ 51.8 and US$ 58.5, and recourse debt of US$ 455.7 and US$ 446.1 as of December 31, 2009 and 2008, respectively.

The components of investment in sales-type leases at December 31, 2009 and 2008, were as follows:



F-29



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The components of investment in sales-type leases at December 31, 2009 and 2008,
were as follows:



|                                          |  |        |   |  |        |  
|----------------------------------------- |  | ------ | - |  | ------ | -
|                                          |  | 2009   |   |  | 2008   |  
|Minimum lease payments receivable         |  | 409.6  |   |  | 430.3  |  
|Unearned income                           |  | (386.8 | ) |  | (414.8 | )
|Estimated residual value of leased assets |  | 463.2  |   |  | 463.1  |  
|                                          |  |        |   |  |        |  
|Investments in sales-type lease           |  | 486.0  |   |  | 478.6  |  
|Less - current portion                    |  | 12.0   |   |  | 11.5   |  
|                                          |  |        |   |  |        |  
|Long-term portion                         |  | 474.0  |   |  | 467.1  |  
|                                          |  |        |   |  |        |  

The Company reassessed the residual value of the aircraft and did not identify any "other than temporary"
differences between carrying values and fair value.

Maturities of minimum payments receivable at December 31, 2009 are
summarized as follows:



|           |  |      
|---------- |  | -----
|Year       |  |      
|2010       |  | 20.6 
|2011       |  | 21.1 
|2012       |  | 23.4 
|2013       |  | 22.9 
|2014       |  | 19.9 
|2015       |  | 18.2 
|Thereafter |  | 283.5
|           |  |      
|           |  | 409.6



|10 | Inventories
|-- | -----------



|                       |  |         |  |        
|---------------------- |  | ------- |  | -------
|                       |  | 2009    |  | 2008   
|Finished goods (i)     |  | 599.7   |  | 472.1  
|Work-in-process (ii)   |  | 707.8   |  | 1,070.6
|Raw materials          |  | 762.7   |  | 894.2  
|Inventory in transit   |  | 216.6   |  | 364.7  
|Advances to suppliers  |  | 53.6    |  | 35.4   
|                       |  |         |  |        
|                       |  | 2,340.4 |  | 2,837.0
|                       |  |         |  |        
|Less - current portion |  | 2,333.9 |  | 2,829.0
|                       |  |         |  |        
|Long-term portion      |  | 6.5     |  | 8.0    
|                       |  |         |  |        



F-30



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (i) | Includes two Legacy 600s, five EMBRAER 170s, one EMBRAER 175s, two EMBRAER 190s, one EMBRAER 195s, 12 Phenom 100s(2008 - one Legacy 600, two EMBRAER 170s, four EMBRAER
190s and one EMBRAER 195). Of these, one Legacy 600, one EMBRAER 170, the one EMBRAER 175, the two EMBRAER 190s and three Phenom 100s were delivered in 2010.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Includes US$ 26.8 related to four pre-production series Phenom 100 and 300 aircraft (2008US$ 13.6 related to eight aircraft), which were in construction
or in use under the certification campaign.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The amounts presented above are net of an obsolescence allowance.
Changes to the valuation allowance were as follows:



|                             |  |       |   |  |       |   |  |       |  
|---------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                             |  | 2009  |   |  | 2008  |   |  | 2007  |  
|Beginning balance            |  | 127.7 |   |  | 116.7 |   |  | 123.8 |  
|Additions                    |  | 35.7  |   |  | 31.9  |   |  | 7.0   |  
|Write-off                    |  | (4.8  | ) |  | (19.3 | ) |  | (16.9 | )
|Foreign exchange loss (gain) |  | 1.0   |   |  | (1.6  | ) |  | 2.8   |  
|                             |  |       |   |  |       |   |  |       |  
|Ending balance               |  | 159.6 |   |  | 127.7 |   |  | 116.7 |  
|                             |  |       |   |  |       |   |  |       |  



|11 | Guarantee Deposits and Other Assets
|-- | -----------------------------------



|                                          |  |         |  |        
|----------------------------------------- |  | ------- |  | -------
|                                          |  | 2009    |  | 2008   
|Guarantee deposits (i)                    |  | 505.3   |  | 493.2  
|Taxes recoverable (ii)                    |  | 148.4   |  | 138.0  
|Court-mandated escrow deposits (iii)      |  | 137.8   |  | 123.4  
|Spare part exchange pools (Note 3(g))     |  | 80.3    |  | 75.4   
|Unrealized gains on derivatives (Note 32) |  | 24.6    |  | 29.9   
|Restricted cash from sales-type leases    |  | 20.6    |  | 27.7   
|Prepaid expenses                          |  | 16.0    |  | 22.9   
|Advances to employees                     |  | 15.2    |  | 10.9   
|Credits with suppliers (iv)               |  | 13.2    |  | 15.6   
|Prepaid insurance                         |  | 10.9    |  | 11.9   
|Commission advances                       |  | 8.7     |  | 10.1   
|Contribution from suppliers credit        |  |        |  | 20.0   
|Other                                     |  | 40.7    |  | 36.2   
|                                          |  |         |  |        
|                                          |  | 1,021.7 |  | 1,015.2
|Less - current portion                    |  | 233.0   |  | 273.5  
|                                          |  |         |  |        
|Long-term portion                         |  | 788.7   |  | 741.7  
|                                          |  |         |  |        



F-31



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (i) | Guarantee deposits comprise, principally:
| | --- | -----------------------------------------



| | (a) | US$ 308.9 relates to collateral for financing arrangements and residual value guarantees of certain aircraft sold (Note 35) (2008 - US$ 299.7). In the event
the guarantor of the debt (an unrelated third party) is required to pay the creditors under such financing arrangement or the residual value guarantee, the guarantor has the right to withdraw from the escrow account. The deposited amounts will be
released when the financing contracts mature (between 2013 and 2021) if no default by the buyers of the aircraft occurs or if the aircraft market price is above the residual value guarantee. The interest earned on the escrow funds is added to the
balance in escrow and is recorded as interest income by the Company under Interest income (expenses) net. In order to enhance returns on such guarantee deposits in 2004, the Company contracted structured Notes for the face value of US$ 123.4
with a the depositary bank which generated interest of US$ 7.6 in 2009 (2008 - US$ 7.6), which interest was added to the principal amount. This yield enhancement was obtained through a credit default swap transaction which provides the
right of early redemption of the Note in case of a credit event by the Company. Upon such credit event, Notes may be redeemed by the holder at the greater of the note's market value or its original face amount, which would result in the loss of all
interest accrued on such Note to date. The interest accrued as of December 31, 2009 was US$ 38.0.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | US$ 194.6 (2008 - US$ 185.4) remunerated deposits with third party financial institutions as a pledge under a specific sale financing structure.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Taxes recoverable refer mainly to PIS (Social Integration Program), COFINS (Contribution for Social Security) and ICMS (State Value-added Tax) credits recoverable on
purchases of production inputs.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Court-mandated escrow deposits relate to amounts deposited in connection with pending legal actions, primarily taxes and contributions which are being contested through
the courts (Notes 17 and 19).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Credits with suppliers represent rework performed by the Company, reimbursable by the suppliers.
| | ---- | ------------------------------------------------------------------------------------------------



|12 | Investments
|-- | -----------



|                                |  |      |  |     
|------------------------------- |  | ---- |  | ----
|                                |  | 2009 |  | 2008
|Held-to-maturity securities (i) |  | 24.1 |  | 32.6
|Trading securities (ii)         |  |     |  | 34.9
|Other                           |  | 1.2  |  | 1.2 
|                                |  |      |  |     
|                                |  | 25.3 |  | 68.7
|                                |  |      |  |     



F-32



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (i) | Held to maturity securities refer to Brazilian Federal Government National Treasury Notes (NTNs) acquired by the Company from customers, related to the
equalization of interest rates to be paid under the Export Financing Program - PROEX between the 11th and 15th year after the sale of the related aircraft, recorded at present value. The interest earned is added to the balance and recorded as
interest income, as the Company intends to hold these securities until maturity.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Brazilian government bonds, denominated in US dollars, recorded at fair value with changes in fair value recorded in interest income.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------



|13 | Property, Plant and Equipment, Net
|-- | ----------------------------------



|                           |  |         |  |                         |  |       |  |         |  |                         |  |       |  |                  
|-------------------------- |  | ------- |  | ----------------------- |  | ----- |  | ------- |  | ----------------------- |  | ----- |  | -----------------
|                           |  | 2009    |  | 2008                    |  |      
|                           |  | Cost    |  | Accumulateddepreciation |  | Net   |  | Cost    |  | Accumulateddepreciation |  | Net   |  | Usefullife- years
|Buildings and improvements |  | 390.2   |  | 108.9                   |  | 281.3 |  | 338.6   |  | 94.1                    |  | 244.5 |  | 10 to 48         
|Machinery and equipment    |  | 459.6   |  | 281.4                   |  | 178.2 |  | 411.7   |  | 257.6                   |  | 154.1 |  | 5 to 17          
|Tooling                    |  | 265.3   |  | 111.5                   |  | 153.8 |  | 255.0   |  | 94.0                    |  | 161.0 |  | 10               
|Construction in progress   |  | 16.2    |  | 0.0                     |  | 16.2  |  | 74.4    |  | 0.0                     |  | 74.4  |  |                 
|Software                   |  | 121.5   |  | 94.7                    |  | 26.8  |  | 107.5   |  | 85.7                    |  | 21.8  |  | 5                
|Installations              |  | 122.3   |  | 80.4                    |  | 41.9  |  | 103.0   |  | 72.8                    |  | 30.2  |  | 10 to 31         
|Furniture and fixtures     |  | 42.7    |  | 24.6                    |  | 18.1  |  | 40.5    |  | 22.4                    |  | 18.1  |  | 5 to 10          
|Computers and peripherals  |  | 61.7    |  | 46.9                    |  | 14.8  |  | 57.3    |  | 43.9                    |  | 13.4  |  | 5                
|Land                       |  | 11.1    |  | 0.0                     |  | 11.1  |  | 9.2     |  | 0.0                     |  | 9.2   |  |                 
|Vehicles                   |  | 13.2    |  | 9.8                     |  | 3.4   |  | 12.6    |  | 9.2                     |  | 3.4   |  | 5 to 14          
|Capital lease              |  | 47.1    |  | 46.7                    |  | 0.4   |  | 47.9    |  | 44.3                    |  | 3.6   |  | 5                
|Aircraft (*)               |  | 29.7    |  | 22.7                    |  | 7.0   |  | 23.3    |  | 21.9                    |  | 1.4   |  | 5 to 20          
|Other                      |  | 4.3     |  | 0.5                     |  | 3.8   |  | 3.3     |  | 0.5                     |  | 2.8   |  | 5                
|                           |  |         |  |                         |  |       |  |         |  |                         |  |       |  |                  
|                           |  | 1,584.9 |  | 828.1                   |  | 756.8 |  | 1,484.3 |  | 746.4                   |  | 737.9 |  |                  
|                           |  |         |  |                         |  |       |  |         |  |                         |  |       |  |                  



| | (*) | These aircraft are used for demonstration and internal purposes.
| | --- | ----------------------------------------------------------------

Interest charges capitalized in the years ended December 31, 2009, 2008 and 2007 were US$ 1.0, US$ 3.0 and US$ 1.6,
respectively.



|14 | Contribution from Suppliers
|-- | ---------------------------

The Company has agreements with key suppliers to assure their participation in research and development activities in exchange for cash
contributions payable to the Company. The related supply agreements condition the Company's right to such contributions to its meeting certain performance milestones, including successful certification of the aircraft, first delivery deadlines and
minimum number of aircraft deliveries. The Company records such contributions as a liability when received and as a reduction to research and development expenses when contractual milestones are achieved no ongoing obligation by the Company exists.



F-33



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|15 | Other Payables and Accrued Liabilities
|-- | --------------------------------------



|                                                     |  |       |  |      
|---------------------------------------------------- |  | ----- |  | -----
|                                                     |  | 2009  |  | 2008 
|Accrued payroll and related charges                  |  | 131.7 |  | 111.2
|Unearned income (i)                                  |  | 116.0 |  | 116.5
|Product warranties (ii)                              |  | 106.9 |  | 96.1 
|Provision related to financial guarantee - MESA(iii) |  | 103.0 |  |     
|Deferred income (iv)                                 |  | 80.7  |  | 44.1 
|Sundry creditors                                     |  | 79.7  |  | 56.3 
|Accrued employee profit sharing (Note 3(p))          |  | 38.5  |  | 44.4 
|Provision related to financial guarantee (Note 35)   |  | 25.1  |  | 27.4 
|Product improvement accruals (ii)                    |  | 15.3  |  | 21.5 
|Security deposit                                     |  | 5.8   |  | 4.9  
|Accrued materials                                    |  | 4.2   |  | 3.8  
|Financial credits                                    |  | 2.6   |  | 3.3  
|Post-retirement benefits (Note 23)                   |  | 2.9   |  | 2.8  
|Unrealized losses on derivatives (Note 32)           |  | 4.6   |  | 166.5
|Insurance                                            |  | 0.5   |  | 4.2  
|Other                                                |  | 61.5  |  | 32.3 
|                                                     |  |       |  |      
|                                                     |  | 779.0 |  | 735.3
|                                                     |  |       |  |      
|Less - current portion                               |  | 454.4 |  | 565.4
|                                                     |  |       |  |      
|Long-term portion                                    |  | 324.6 |  | 169.9
|                                                     |  |       |  |      



| | (i) | Represents unearned income from sales of spare parts, services related to technical assistance and training of mechanics and crews which will be recognized when the
product or service is provided to the customer.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Includes warranty and contractual obligations to implement improvements to aircraft sold (Note 35).
| | ---- | ---------------------------------------------------------------------------------------------------



| | (iii) | In December 2009, the Company booked a provision of US$ 103.0 in recognition of probable losses to cover its obligations with respect to the guarantees it had offered
in relation to the Mesa Air Group (Mesa) when the latter Mesa filed for Chapter 11 protection from creditors in January 2010 (Notes 29 and 38).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Refers to certain aircraft sales that, because of contractual obligations, are accounted for as operating leases.
| | ---- | -----------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|16 | Advances from Customers
|-- | -----------------------



|                            |  |         |  |        
|--------------------------- |  | ------- |  | -------
|                            |  | 2009    |  | 2008   
|Denominated in U.S. dollars |  | 1,070.7 |  | 1,583.1
|Denominated in Reais        |  | 95.9    |  | 17.6   
|                            |  |         |  |        
|                            |  | 1,166.6 |  | 1,600.7
|                            |  |         |  |        
|Less - current portion      |  | 768.5   |  | 1,151.5
|                            |  |         |  |        
|Long-term portion           |  | 398.1   |  | 449.2  
|                            |  |         |  |        

The advances denominated in Brazilian Reais are
translated to U.S. dollars at the exchange rates prevailing at the respective balance sheet dates. The allocation between current and non-current portions is based on the contractual terms for delivery of the related aircraft.



|17 | Taxes and Payroll Charges Payable
|-- | ---------------------------------



|                                                                              |  |       |  |      
|----------------------------------------------------------------------------- |  | ----- |  | -----
|                                                                              |  | 2009  |  | 2008 
|Disputed taxes and payroll charges (i)                                        |  | 414.7 |  | 332.1
|Current taxes (other than taxes on income)                                    |  | 61.7  |  | 54.4 
|Refinanced INSS (social security contribution on rural workers compensation) |  | 11.5  |  | 14.9 
|Provision for income tax contingencies                                        |  | 4.0   |  |     
|                                                                              |  |       |  |      
|                                                                              |  | 491.9 |  | 401.4
|                                                                              |  |       |  |      
|Less - current portion                                                        |  | 64.9  |  | 57.5 
|                                                                              |  |       |  |      
|Long-term portion                                                             |  | 427.0 |  | 343.9
|                                                                              |  |       |  |      



| | (i) | The Company is challenging through legal proceedings the merit and constitutionality of certain taxes and has obtained writs of mandamus or injunctions to avoid payment
of such taxes. Pending a final decision in such cases, the Company recognizes as expenses the total amount of the legal obligations plus accrued interest based on the SELIC (Brazilian Central Bank overnight rate) on such liabilities. The SELIC rate
was 8.65% at December 31, 2009 (200813.66%).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-35



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





A brief description of the Company's legal challenges is set forth below:



| | (i) | The Company is challenging the basis for calculating COFINS and PIS (taxes on revenues) and the incurrence of this tax in certain periods. In connection with one legal
action, in which the Company disputed the basis for calculating PIS, the Company chose to participate in a federal government tax relief program under Law N.o 11.941/09, which benefited the Company. As a result, the Company reversed provisions
of US$ 6.4 in 2009 to Interest income (expense), net.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The Company is challenging the payment of Social Contribution tax on export sales revenue and is claiming the right to offset part of these credits against IPI (Excise
Tax) credits on the acquisition of non-taxable or zero-rated raw material inputs.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The first legal action is
under review by the Supreme Court of Justice is awaiting a final decision. The amount of related tax accrued but not paid as of December 31, 2009 was US$ 294.7.

The Company withdrew its second IPI legal suit, which was included in Federal Government tax relief program under Provisional Measure
N.o 470/09 agreement and reversed US$ 12.8 in 2009, of which US$ 6.9 to Interest income (expense), net and US$ 5.9 to Other operating expenses (income) net.

Separately, ELEB, a whole owned subsidiary, entered into the federal government tax relief program under Provisional Measure No
470/09, ELEB liquidated its debts with deferred tax (credits) against tax expenses.



| | (iii) | The Company is required to pay an SAT levy (Workers Compensation Insurance) to the federal government at a rate of 3% on its payroll. In June 2008, the Company obtained
a court order to reduce the rate to 1% and it reversed US$ 4.1 relating to the difference between the rates. In September, 2009, the Company obtained a favorable decision in a Writ of Mandamus to release its SAT judicial escrow deposits of US$ 6.4.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A favorable ruling to the Company has also authorized non-payment of the social contributions on termination
notice indemnities. The amount accrued but not paid was US$ 5.2 as of December 31, 2009.

Court-mandated escrow deposits
are made as required (Note 11).



|18 | Liabilities Associated With Unrecognized Tax Benefits
|-- | -----------------------------------------------------

The Company adopted the standard on provisions for uncertain tax positions from 2007, recording the financial statement effects of an
income tax and social contribution tax position when it is more likely than not, based on the technical merits, that it will be



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured and recorded as the largest amount of tax benefit that has greater than 50%
likelihood of being realized upon ultimate settlement with a taxing authority. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position will be sustained. The
benefit associated with previously unrecognized tax positions are generally recognized in the first period in which the more-likely-than-not threshold is met at the reporting date, the tax matter is ultimately settled through negotiation or
litigation or when the related statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. The recognition, reversing and measurement of tax positions are based on management's best judgment given
the facts, circumstance and information available at the reporting date. As of December 31, 2009, 2008 and 2007, the Company recorded an insignificant amount for any uncertainty in income taxes. The Company and its subsidiaries file income tax
returns in Brazil and other foreign federal and state jurisdictions. Brazilian income tax returns are normally open to audit for five years.



|19 | Contingencies
|-- | -------------

The
Company is party to certain legal proceedings arising in the normal course of business and has made provisions when management believes that it can reasonably estimate probable losses. In connection with some of these proceedings, court-mandated
escrow deposits, recorded in Other assets, are made which will only be released to the Company upon a final judgment in its favor. The provisions for tax contingencies and other litigation and the corresponding deposits were as follows:



|                       |  |                                        |  |            |  |                                        |  |           
|---------------------- |  | -------------------------------------- |  | ---------- |  | -------------------------------------- |  | ----------
|                       |  | 2009                                   |  | 2008      
|                       |  | Court-mandatedescrow deposits(Note 11) |  | Provisions |  | Court-mandatedescrow deposits(Note 11) |  | Provisions
|Labor related (i)      |  |                                       |  | 33.3       |  |                                       |  | 22.6      
|Tax related (ii)       |  | 7.0                                    |  | 27.6       |  | 5.6                                    |  | 20.3      
|Civil related          |  |                                       |  |           |  |                                       |  | 6.2       
|                       |  |                                        |  |            |  |                                        |  |           
|                       |  | 7.0                                    |  | 60.9       |  | 5.6                                    |  | 49.1      
|Less - current portion |  |                                       |  | 10.5       |  |                                       |  | 9.5       
|                       |  |                                        |  |            |  |                                        |  |           
|Long-term portion      |  | 7.0                                    |  | 50.4       |  | 5.6                                    |  | 39.6      
|                       |  |                                        |  |            |  |                                        |  |           



| | (i) | The labor lawsuits relate to claims brought by trade unions on behalf of employees or by individuals, in which former employees are individually claiming overtime,
productivity premiums, reinstatement, allowances and retroactive salary increases and adjustments.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (ii) | This provision relates primarily to income tax and social contribution contingencies arising from tax assessments which are being challenged and for which a final
decision is pending.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The activity in the provision account was as follows:



|                        |  |                    |   |  |                  |   |  |               |   |  |      
|----------------------- |  | ------------------ | - |  | ---------------- | - |  | ------------- | - |  | -----
|                        |  | Laborcontingencies |   |  | Taxcontingencies |   |  | Civildisputes |   |  | Other
|At December 31, 2007    |  | 27.3               |   |  | 25.7             |   |  | 6.5           |   |  |     
|Additions               |  | 1.0                |   |  |                 |   |  | 0.8           |   |  |     
|Interest                |  | 2.7                |   |  | 0.7              |   |  | 0.5           |   |  |     
|Payments/reversals      |  | (1.9               | ) |  |                 |   |  |              |   |  |     
|Translation adjustments |  | (6.5               | ) |  | (6.1             | ) |  | (1.6          | ) |  |     
|                        |  |                    |   |  |                  |   |  |               |   |  |      
|                        |  |                    |   | 
|At December 31, 2008    |  | 22.6               |   |  | 20.3             |   |  | 6.2           |   |  |     
|                        |  |                    |   |  |                  |   |  |               |   |  |      
|                        |  |                    |   | 
|Additions               |  | 7.8                |   |  |                 |   |  |              |   |  |     
|Interest                |  | 3.3                |   |  | 0.7              |   |  |              |   |  |     
|Payments/reversals      |  | (8.4               | ) |  | (0.7             | ) |  | (6.3          | ) |  |     
|Translation adjustments |  | 8.0                |   |  | 7.3              |   |  | 0.1           |   |  |     
|                        |  |                    |   |  |                  |   |  |               |   |  |      
|                        |  |                    |   | 
|At December 31, 2009    |  | 33.3               |   |  | 27.6             |   |  |              |   |  |     
|                        |  |                    |   |  |                  |   |  |               |   |  |      

In addition, management does not believe that the
lawsuits and administrative proceedings discussed above will, individually or in the aggregate, have a material adverse effect on the Companys business, nor does management expect such lawsuits or proceedings to materially impact cash flows of
the Company, its results of operations or its financial condition. Other matters involving possible loss contingencies were not significant at the balance sheet dates.



F-38



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|20 | Loans and Financing
|-- | -------------------



|                                       |  |               |  |              |  |                              |  |         |  |        
|-------------------------------------- |  | ------------- |  | ------------ |  | ---------------------------- |  | ------- |  | -------
|Description                            |  | Finalmaturity |  | Currency     |  | Annual interest rate - %     |  | 2009    |  | 2008   
|Foreign currency                       |  |               |  |              |  |                              |  |         |  |        
|Working capital                        |  | 2020          |  | U.S. dollar  |  | 1.00 to 6.375                |  | 1,006.5 |  | 545.7  
|                                       |  |               |  |              |  | LIBOR 12M plus 0.50 to 1.10  |  |         |  |        
|                                       |  |               |  |              | 
|                                       |  | 2011          |  | Euro         |  | EURIBOR plus 1.10 to 1.70    |  | 37.3    |  | 46.5   
|                                       |  |               |  |              | 
|                                       |  | 2009          |  | Sterling     |  | 6.20                         |  |        |  | 0.1    
|                                       |  | 2009          |  | Chinese yuan |  | 2.53                         |  |        |  | 22.0   
|Advances on foreign exchange contracts |  | 2009          |  | U.S. dollar  |  | 4.20 to 8.50                 |  |        |  | 341.2  
|                                       |  |               |  |              | 
|Project development                    |  | 2016          |  | U.S. dollar  |  | LIBOR plus 0.875 to 1.75     |  | 1.6     |  | 135.0  
|                                       |  |               |  |              | 
|Exporting financing                    |  | 2010          |  | U.S. dollar  |  | 6.30 to 7.81                 |  |        |  | 55.9   
|                                       |  |               |  |              | 
|Acquisition of materials               |  | 2012          |  | U.S. dollar  |  | 4.12 to 5.95 LIBOR plus 1.10 |  | 261.4   |  | 36.9   
|                                       |  |               |  |              | 
|Property and equipment                 |  | 2035          |  | U.S. dollar  |  | 3.53 to 5.35                 |  | 32.2    |  | 25.7   
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|                                       |  |               |  |              |  |                              |  | 1,339.0 |  | 1,209.0
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|Brazilian Reais                        |  |               |  |              |  |                              |  |         |  |        
|Export financing                       |  | 2012          |  | Reais        |  | 4.50 TJLP plus 2.25 to 2.80  |  | 621.4   |  | 545.2  
|                                       |  |               |  |              | 
|Project development                    |  | 2015          |  | Reais        |  | TJLP plus 5.00               |  | 82.5    |  | 71.2   
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|                                       |  |               |  |              |  |                              |  | 703.9   |  | 616.4  
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|Total debt                             |  |               |  |              |  |                              |  | 2,042.9 |  | 1,825.4
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|Less - current portion                 |  |               |  |              |  |                              |  | 587.7   |  | 529.3  
|                                       |  |               |  |              |  |                              |  |         |  |        
|                                       |  |               |  |              | 
|Long - term portion                    |  |               |  |              |  |                              |  | 1,455.2 |  | 1,296.1
|                                       |  |               |  |              |  |                              |  |         |  |        

Definitions:



| |  |  | LIBOR means London Interbank Offered Rate, fixed semiannually or annually, varying in accordance with the related loan agreement, and was 0.43% to
0.98% p.a. at December 31, 2009 (2008- 1.75% to 2.00% p.a.).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EURIBOR means Euro Interbank Offered Rate fixed semiannually, and was 0.99% p.a. at December 31, 2009 (2008 - 2.97% p.a.).
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | TJLP means the Brazilian Federal Government nominal Long-term Interest Rate, fixed quarterly and was 6.00% p.a. at December 31, 2009 (2008 - 6.25%
p.a.).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CDI means the Brazilian Interbank Deposit Rate, compounded daily and was 8.55% p.a. at December 31, 2009 (2008 - 13.62% p.a.).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The Company maintains a syndicated line of credit of up to US$ 500, as a standby
facility. The cost to maintain the facility was already included in the Interest income (expense), net. At December 31, 2009 the unused balance totals US$ 250.

In October, 2006, the Companys wholly-owned subsidiary Embraer Overseas Limited issued US$400,000 6.375% Guaranteed Notes due 2017
in an offering subsequently partially registered with the US Securities and Exchange Commission and, as of December 31, 2009, US$388.7 was outstanding (US$10.6 in currently liability) including principal and accrued interest .The notes are
fully and unconditionally guaranteed by the Company.

In October 2009, Embraer Overseas issued US$ 500, 6.375% guaranteed Notes
due 2020 and, as of December 31, 2009, US$ 502.8 was outstanding (US$7.3 in currently liabilities), including principal and accrued interest. Interest will be paid semiannually. The Notes are unconditionally guaranteed by the Company and have
been listed on the New York Stock Exchange. The indenture under which the Notes were issued contains customary covenants and restrictions such as limitations on liens, consolidation, merger and transfer of assets.

The foreign currency exchange rates (expressed in units per US$ 1.00) related to the Companys main debt instruments were as
follows:



|                |  |       |  |      
|--------------- |  | ----- |  | -----
|                |  | 2009  |  | 2008 
|Brazilian reais |  | 1.741 |  | 2.337
|Euro            |  | 0.694 |  | 0.722
|Chinese yuan    |  | 6.827 |  | 6.823

Maturities of
long-term debt as of December 31, 2009, including accrued interest,were as follows:



|           |  |        
|---------- |  | -------
|Year       |  |        
|2011       |  | 300.0  
|2012       |  | 219.8  
|2013       |  | 17.5   
|2014       |  | 8.4    
|Thereafter |  | 909.5  
|           |  |        
|           | 
|           |  | 1,455.2
|           |  |        



F-40



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The table below shows of the weighted average interest rates on loans by currency as of
December 31, 2009:



|                |  |            |  |     
|--------------- |  | ---------- |  | ----
|                |  | Percentage
|                |  | 2009       |  | 2008
|U.S. dollars    |  | 5.16       |  | 6.02
|Brazilian reais |  | 8.34       |  | 8.94
|Euro            |  | 1.50       |  | 3.83
|Chinese yuan    |  |           |  | 4.32

At December 31,
2009, US$ 107.0 of the total debt is secured by a combination of mortgages on real estate, mortgages on machinery and equipment and by an escrow account.

Restrictive covenants

Loan agreements with certain financial institutions, representing US$ 260.9 at December 31, 2009 (2008- US$ 201.4),
US$ 250.0 of which is classified as long-term (2008- US$ 139.1), contain certain restrictive covenants. These require that the Company maintain a maximum leverage ratio of 3.5:1 (net debt to EBITDA - earnings before interest, taxes,
depreciation and amortization, and a minimum net debt service coverage ratio of 2.25:1 (EBITDA to financial expenses) and that the Companys shareholders equity be higher than R$ 2.300, all to be calculated in accordance to the
Brazilian GAAP. In addition, there are other general restrictions related to new pledges of assets, significant changes in control, disposition of assets, dividend payments during an event of default and transactions with affiliates. As of
December 31, 2009, the Company and the subsidiaries were in compliance with all restrictive covenants.



|21 | Operating and Capital Lease Obligations
|-- | ---------------------------------------

The Company leases land, equipment, computers and peripherals under non-cancelable agreements which are classified as operating leases.
Rental expense for leased properties under operating leases was US$ 7.6, US$ 7.9 and US$ 6.1 for 2009, 2008 and 2007, respectively.



F-41



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Future minimum operating lease payments as at December 31, 2009 under
non-cancelable lease agreements were as follows:



|           |  |     
|---------- |  | ----
|Year       |  |     
|2010       |  | 5.7 
|2011       |  | 2.2 
|2012       |  | 1.1 
|2013       |  | 1.0 
|2014       |  | 1.0 
|Thereafter |  | 18.9
|           |  |     
|           |  | 29.9
|           |  |     

Obligations under capital leases mainly relate to the
leases of software and equipment with terms through 2016 with implicit interest rates which range from 6.2% to 11.0% per annum. The software and equipment are being depreciated over five years.

Future minimum lease payments as at December 31, 2009, including implicit interest, were as follows:



|                          |  |      |  
|------------------------- |  | ---- | -
|Year                      |  |      |  
|2010                      |  | 5.2  |  
|2011                      |  | 4.4  |  
|2012                      |  | 3.7  |  
|2013                      |  | 3.5  |  
|2014                      |  | 2.3  |  
|Thereafter                |  | 0.9  |  
|                          |  |      |  
|                          | 
|                          |  | 20.0 |  
|Less - implicit interest  |  | (1.0 | )
|                          |  |      |  
|                          | 
|Capital lease obligations |  | 19.0 |  
|                          |  |      |  
|                          | 
|Less - current portion    |  | 4.8  |  
|                          |  |      |  
|                          | 
|Long-term portion         |  | 14.2 |  
|                          |  |      |  



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|22 | Interest Income (Expense), Net
|-- | ------------------------------



|                                                                                                 |  |        |   |  |        |   |  |        |  
|------------------------------------------------------------------------------------------------ |  | ------ | - |  | ------ | - |  | ------ | -
|                                                                                                 |  | 2009   |   |  | 2008   |   |  | 2007   |  
|Interest income                                                                                  |  |        |   |  |        |   |  |        |  
|Temporary cash investments and cash and cash equivalents                                         |  | 119.9  |   |  | 72.8   |   |  | 165.7  |  
|Interest on NTN, collateralized accounts receivable and guarantee deposits (Notes 9, 11 and 12)  |  | 25.6   |   |  | 35.7   |   |  | 47.9   |  
|Other                                                                                            |  | 6.0    |   |  | 1.9    |   |  | 15.4   |  
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|                                                                                                 |  | 151.5  |   |  | 110.4  |   |  | 229.0  |  
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|Interest expense                                                                                 |  |        |   |  |        |   |  |        |  
|Interest and commissions on loans                                                                |  | (114.2 | ) |  | (101.8 | ) |  | (112.6 | )
|Interest on taxes and payroll charges under litigation (Notes 17 and 19) and on refinanced taxes |  | (9.8   | ) |  | (9.7   | ) |  | 46.8   |  
|CPMF (Tax on Bank Account Transactions)                                                          |  |       |   |  |       |   |  | (23.7  | )
|Structured financing costs                                                                       |  |       |   |  | (1.7   | ) |  | (6.4   | )
|Other                                                                                            |  | (15.8  | ) |  | (11.8  | ) |  | (10.1  | )
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|                                                                                                 |  | (139.8 | ) |  | (125.0 | ) |  | (106.0 | )
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|Gain (loss) on derivatives (*)                                                                   |  | 13.4   |   |  | (148.3 | ) |  | 38.5   |  
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|Indexation charges and foreign exchange gains (losses), net                                      |  | 10.2   |   |  | (8.5   | ) |  | 1.9    |  
|                                                                                                 |  |        |   |  |        |   |  |        |  
|                                                                                                 |  |        |  
|Interest income (expenses) , net                                                                 |  | 35.3   |   |  | (171.4 | ) |  | 163.4  |  
|                                                                                                 |  |        |   |  |        |   |  |        |  



| | (*) | During the year ended December 31, 2008 Embraer executed derivative transactions, mostly Non-Deliverable Forward (NDF), to mitigate the effects of
foreign currency volatility from its exposure to the Brazilian Real (Note 32).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|23 | Post-Retirement Benefits
|-- | ------------------------



|(a) | Defined contribution pension plan
|--- | ---------------------------------

The Company and certain subsidiaries sponsor a defined contribution pension plan for their employees, in which participation is optional.
The plan was managed by a Brazilian pension fund controlled by Banco do Brasil, a related party, and is currently managed by EMBRAER PREV  Sociedade de Previdência Complementar. Contributions by the Company to the plan in the years ended
December 31, 2009, 2008 and 2007 were US$ 16.0, US$ 18.2 and US$ 15.9, respectively.



|(b) | Defined benefit plan
|--- | --------------------

During 2007, certain employees were terminated from the post-retirement medical plan and enrolled in a non-qualified deferred compensation
plan. This resulted in the reduction of the projected benefit obligation as of December 31, 2007, of US$ 2.5, which



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





was recognized as a curtailment gain. Certain employees and existing retirees currently receiving benefits under the current plan, remain in the post-retirement medical plan. The projected
benefit obligation under the new non-qualified deferred compensation plan is included in Other payables and accrued liabilities as of December 31, 2009.

Expected costs of providing post-retirement medical benefits to employees and their beneficiaries and covered dependents are accrued
during the years that employees render the service. The change in the post-retirement benefits for the years ended December 31, 2009 and 2008 is summarized as follows:



|                                       |  |                                |   |  |      |  
|-------------------------------------- |  | ------------------------------ | - |  | ---- | -
|                                       |  | Other 
post-retirementbenefits |  
|                                       |  | 2009                           |   |  | 2008 |  
|Benefit obligation - beginning of year |  | 4.1                            |   |  | 3.9  |  
|Interest cost                          |  | 0.2                            |   |  | 0.2  |  
|Actuarial loss                         |  | 0.1                            |   |  | 0.1  |  
|Benefits paid to participants          |  | (0.2                           | ) |  | (0.1 | )
|                                       |  |                                |   |  |      |  
|                                       |  |                               
|Benefit obligations - end of year      |  | 4.2                            |   |  | 4.1  |  
|                                       |  |                                |   |  |      |  

The changes in plan assets for the years ended December 31, 2009 and 2008 were as follows:



|                                                  |  |                                |   |  |      |  
|------------------------------------------------- |  | ------------------------------ | - |  | ---- | -
|                                                  |  | Other 
post-retirementbenefits |  
|                                                  |  | 2009                           |   |  | 2008 |  
|Fair value of plan assets - beginning of the year |  | 1.4                            |   |  | 1.9  |  
|Actual return on plan assets                      |  | 0.2                            |   |  | (0.4 | )
|Benefits paid to participants                     |  | (0.2                           | ) |  | (0.2 | )
|                                                  |  |                                |   |  |      |  
|Fair value of plan assets - end of the year       |  | 1.4                            |   |  | 1.3  |  
|                                                  |  |                                |   |  |      |  

The fair value of plan assets is measured based on level 1 inputs in accordance with the accounting standard
for fair value measurements. There has been no change since prior year in the valuation techniques and level of inputs.



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The net prepaid (accrued) benefit cost as of December 31, 2009 and 2008 is included
in Other payables and accrued liabilities (Note 15) and its components are summarized as follows:



|                             |  |                               |   |  |      |  
|---------------------------- |  | ----------------------------- | - |  | ---- | -
|                             |  | Other post-retirementbenefits |  
|                             |  | 2009                          |   |  | 2008 |  
|Accrued cost - Funded status |  | (2.9                          | ) |  | (2.8 | )

The principal
actuarial assumptions utilized at December 31, 2009 and 2008 were as follows:



|                               |  |                                   |  |     
|------------------------------ |  | --------------------------------- |  | ----
|                               |  | Other post-retirementbenefits - %
|                               |  | 2009                              |  | 2008
|Average discount rate          |  | 6.25                              |  | 5.75
|Net periodic benefit cost      |  | 5.75                              |  | 6.25
|Expected return on plan assets |  | 7.75                              |  | 7.75
|Rate of compensation increase  |  | 5.50                              |  | 5.50

The components of net
periodic benefit cost were as follows:



|                                    |  |                               |   |  |      |   |  |      |  
|----------------------------------- |  | ----------------------------- | - |  | ---- | - |  | ---- | -
|                                    |  | Other post-retirementbenefits |  
|                                    |  | 2009                          |   |  | 2008 |   |  | 2007 |  
|Service cost                        |  | 0.0                           |   |  |     |   |  | 0.7  |  
|Interest cost                       |  | 0.2                           |   |  | 0.2  |   |  | 0.4  |  
|Expected return on plan assets      |  | (0.1                          | ) |  | (0.1 | ) |  | (0.1 | )
|Amortization of prior service cost  |  | (0.2                          | ) |  | (0.2 | ) |  | (0.3 | )
|Amortization of loss                |  | 0.1                           |   |  | 0.1  |   |  | 0.1  |  
|                                    |  |                               |   |  |      |   |  |      |  
|Net periodic benefit cost (benefit) |  | 0.1                           |   |  |     |   |  | 0.8  |  
|                                    |  |                               |   |  |      |   |  |      |  
|Curtailment credit                  |  |                              |   |  |     |   |  | (2.6 | )
|                                    |  |                               |   |  |      |   |  |      |  
|Net cost (benefit)                  |  | 0.1                           |   |  |     |   |  | (1.8 | )
|                                    |  |                               |   |  |      |   |  |      |  

The net benefit cost (benefit) is included in Selling expenses and marketing and in General and
administrative expenses.



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The composition of plan assets at December 31, 2009 and 2008 was as follows:



|                                          |  |                               |   |  |      |  
|----------------------------------------- |  | ----------------------------- | - |  | ---- | -
|                                          |  | Other post-retirementbenefits |  
|                                          |  | 2009                          |   |  | 2008 |  
|Mutual funds invested primarily in stocks |  | 74                            | % |  | 59   | %
|Mutual funds invested primarily in bonds  |  | 23                            | % |  | 38   | %
|Other - cash                              |  | 3                             | % |  | 3    | %
|                                          |  |                               |   |  |      |  
|                                          |  | 100                           | % |  | 100  | %
|                                          |  |                               |   |  |      |  

The overall objective of our pension assets is to earn a rate of return over time to satisfy the benefit
obligations of the pension plans and to maintain sufficient liquidity to pay benefits and address other cash requirements of the pension fund. Specific investment objectives for our investment strategy include reducing the volatility of pension
assets relative to pension liabilities, achieving a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on
specific risks and investment opportunities identified. We use various analytics to determine the optimal asset mix and consider plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the
distribution of returns.

In the determination of the expected return on plan assets component of the 2009 net periodic benefit
cost, the long-term rate of return on plan assets was assumed to be 7.75%. The Company developed this assumption by calculating an asset-weighted average capital market assumption for each asset class represented in the investment policy and
adjusting for investment related expenses.

The Company does not expect to make any contribution during 2010 to the
post-retirement medical care plan. The following benefit payments, which reflect expected future service, are expected to be paid to participants under the post-retirement medical plan:



|            |  |                              
|----------- |  | -----------------------------
|Year        |  | Other post-retirementbenefits
|2010        |  | 0.3                          
|2011        |  | 0.3                          
|2012        |  | 0.3                          
|2013        |  | 0.3                          
|2014        |  | 0.3                          
|2015 - 2019 |  | 1.4                          
|            |  |                              
|            |  | 2.9                          
|            |  |                              



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





For measurement purposes, an annual rate of increase in the per capita cost of covered
health and dental care benefits of 7%, 7% and 8%, was assumed for the year ended December 31, 2009, 2008 and 2007, respectively. The rate is expected to decrease gradually to 5% by 2010. Assumed health care cost trend rates have a significant
effect on the amounts reported for the post-retirement health care plan. A one percentage point change in assumed health care cost trend rates would have the following effects:



|                                                 |  |                      |  |         
|------------------------------------------------ |  | -------------------- |  | --------
|                                                 |  | One percentage point
|                                                 |  | Decrease             |  | Increase
|Effect on the post-retirement benefit obligation |  | 0.5                  |  | 0.5     



|24 | Shareholders Equity
|-- | --------------------

Each common share is entitled to one vote at Annual and Extraordinary General Meetings, subject to certain limitations specified in the
bylaws. Pursuant to the Companys bylaws.



|(a) | Brazilian Government Golden share
|--- | ---------------------------------

The Brazilian Government holds one special common share, with the same voting rights as other holders of common shares but which grants it
certain additional rights as established in article 9 of the Companys bylaws, including veto rights over decisions pertaining to the following matters:



| | (i) | Change of the Companys name or its corporate objective.
| | --- | --------------------------------------------------------



| | (ii) | Alteration and/or application of the Companys logo.
| | ---- | ----------------------------------------------------



| | (iii) | Creation and/or modification of any military programs (whether or not the Federal Republic of Brazil is involved).
| | ----- | ------------------------------------------------------------------------------------------------------------------



| | (iv) | Training third parties in technology for military programs.
| | ---- | -----------------------------------------------------------



| | (v) | Interruption of the supply of maintenance and spare parts for military aircraft.
| | --- | --------------------------------------------------------------------------------



| | (vi) | Transfer of the Companys stock control; and
| | ---- | --------------------------------------------



| | (vii) | Any changes in (i) the provisions of the above-mentioned article or of article 4, the main clause of art. 11, arts 12, 15 and 16, sub-item III of art. 19,
paragraphs 1 and 2 of art. 28, sub-item X of art. 34, sub-item XII of art. 40 or Chapter VII of the Companys bylaws, or (ii) the rights attributed by the bylaws to the special class share.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(b) | Purchase of shares for treasury
|--- | -------------------------------

On December 7, 2007, the Board of Directors approved a share buyback program of up to 16,800,000 shares to be effected within 120
days on the BM&FBOVESPA stock exchange.

At December 31, 2008, 16,800,000 shares had been acquired and were held in
treasury totaling US$ 183.8 (2007  70,000 shares for US$ 0.8).



|(c) | Appropriated retained earnings
|--- | ------------------------------

In accordance with the Brazilian Corporate Law and the Companys by laws, the Company is required to make appropriations to certain
reserves (Appropriated retained earnings). These comprise (i) an allocation of 5% of annual net income attributable to Embraer determined under Brazilian GAAP to a legal reserve until that reserve equals 20% of capital, or that reserve plus
other capital reserve equals 30% of capital; thereafter, allocations to this reserve are not mandatory. This reserve can only be used to increase share capital or to offset accumulated losses; and (ii) appropriation to an investment incentive
reserve of an amount equal to income tax abatements related to research and development. The legal and investment incentives reserves cannot be used to distribute dividends to the shareholders.



|(d) | Unappropriated retained earnings
|--- | --------------------------------

Retained earnings under Brazilian GAAP are statutorily restricted by a reserve for discretionary appropriations (Reserve for Investments
and Working Capital), which allocation to such reserve was ratified by the Companys shareholders for plant expansion and other capital projects. The amount restricted is based on an approved capital budget presented by management. After
completion of such projects, the Company may elect to retain the amounts in this reserve until the shareholders vote to transfer all or a portion of the reserve to capital or to distributable retained earnings.

The Companys Board of Directors will submit for approval at the 2010 Annual General Shareholders Meeting the appropriation of
100% of net income attributable to Embraer for 2009, after allocation to the Legal Reserve appropriations for dividend distributions and a Reserve for investments and working capital, the latter to be mainly designated for:



| | (i) | Research and development for the EMBRAER 170/190 family of aircraft and a new family of executive jets;
| | --- | -------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





| | (ii) | New technologies, processes and management models to improve the Companys results, competencies and productivity, and investments in subsidiaries.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|25 | Dividends
|-- | ---------

Brazilian
legislation permits the payment of cash dividends only from Brazilian GAAP unappropriated retained earnings and certain reserves determined as per the Companys statutory accounting records. At December 31, 2009, unappropriated retained
earnings of R$ 1,682.2 (2008 - R$ 1,173.3), were recorded in the statutory books. In conformity with the Companys bylaws, shareholders are entitled to minimum mandatory dividends equivalent to 25% of annual net income attributable to
Embraer determined in accordance with Brazilian GAAP.

Brazilian companies are permitted to pay interest on capital to
shareholders based on shareholders equity, and treat such payments as a tax deductible expense for Brazilian income and social contribution tax purposes. This notional interest distribution is treated for accounting purposes as a deduction
from shareholders equity in a manner similar to a dividend. A withholding tax is due and paid upon payments of interest on own capital to shareholders.Interest on own capital is treated as a dividend for purposes of the mandatory
dividend payable if so approved by the shareholders.



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Dividends and interest on own capital were declared as follows:



|                                             |  |              |  |       |  |                     |  |       
|-------------------------------------------- |  | ------------ |  | ----- |  | ------------------- |  | ------
|                                             |  |              |  |       |  | Dividends per share
|Date of declaration                          |  | U.S. dollars |  | Reais |  | U.S. dollars        |  | Reais 
|March 9, 2007 - interest on own capital      |  | 21.1         |  | 43.4  |  | 0.0286              |  | 0.0587
|June 11, 2007 - interest on own capital      |  | 26.0         |  | 50.0  |  | 0.0351              |  | 0.0676
|September 14, 2007 - interest on own capital |  | 81.4         |  | 149.6 |  | 0.1099              |  | 0.2022
|                                             |  |              |  |       |  |                     |  |       
|                                             |  |              |  |      
|Total declarations in 2007                   |  | 128.5        |  | 243.0 |  |                     |  |       
|                                             |  |              |  |       |  |                     |  |       
|                                             |  |              |  |      
|December 7, 2007 - interest on own capital   |  | 46.7         |  | 82.8  |  | 0.0631              |  | 0.1118
|March 7, 2008 - dividends                    |  | 69.4         |  | 123.0 |  | 0.0958              |  | 0.1696
|March 7, 2008 - interest on own capital      |  | 37.7         |  | 65.9  |  | 0.0520              |  | 0.0909
|June 13, 2008 interest on own capital        |  | 40.7         |  | 65.4  |  | 0.0562              |  | 0.0903
|September 12, 2008 - interest on own capital |  | 48.5         |  | 92.9  |  | 0.0671              |  | 0.1284
|                                             |  |              |  |       |  |                     |  |       
|                                             |  |              |  |      
|Total declarations in 2008                   |  | 243.0        |  | 430.0 |  |                     |  |       
|                                             |  |              |  |       |  |                     |  |       
|                                             |  |              |  |      
|December 11, 2009 - interest on own capital  |  | 99.8         |  | 173.7 |  | 0.1378              |  | 0.2400
|Complement to minimum mandatory dividends    |  | 31.7         |  | 55.2  |  | 0.0438              |  | 0.0763
|                                             |  |              |  |       |  |                     |  |       
|                                             |  |              |  |      
|Total declarations in 2009                   |  | 131.5        |  | 228.9 |  |                     |  |       
|                                             |  |              |  |       |  |                     |  |       



|26 | Earnings per Share
|-- | ------------------

Basic
earnings per common share was computed by dividing net income attributable to Embraer available to common shareholders by the weighted average number of common shares outstanding during the period.

Undistributed net income attributable to Embraer is computed by deducting total dividends from net income attributable to Embraer.

Diluted earnings per share is computed similarly to basic earnings per share except that the outstanding shares are increased
to include the number of additional shares that would have been outstanding had the potentially dilutive shares attributable to stock options been issued during the respective periods, utilizing the treasury stock method.

As of December 31, 2008, the Company excluded 302,000 shares from the below EPS calculation because they would have had an
antidilutive impact for the 2008 period presented.



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The computation of basic and diluted earnings per share was as follows:



|                                                          |  |         |  |         |  |        
|--------------------------------------------------------- |  | ------- |  | ------- |  | -------
|                                                          |  | Common 
|                                                          |  | 2009    |  | 2008    |  | 2007   
|Basic numerator                                           |  |         |  |         |  |        
|Actual dividends declared/paid                            |  | 131.5   |  | 243.0   |  | 128.5  
|Basic allocated undistributed earnings                    |  | 117.0   |  | 145.7   |  | 360.8  
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Net income available to common shareholders               |  | 248.5   |  | 388.7   |  | 489.3  
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Basic denominator                                         |  |         |  |         |  |        
|Weighted average number of shares (thousands)             |  | 723,665 |  | 726,084 |  | 740,142
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Basic earnings per share - U.S. dollars                   |  | 0.3434  |  | 0.5354  |  | 0.6611 
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Diluted numerator                                         |  |         |  |         |  |        
|Actual dividends declared/paid                            |  | 131.5   |  | 243.0   |  | 128.5  
|Diluted allocated undistributed earnings                  |  | 117.0   |  | 145.7   |  | 360.8  
|                                                          |  |         |  |         |  |        
|                                                          |  | 248.5   |  | 388.7   |  | 489.3  
|                                                          |  |         | 
|Diluted net income available to common shareholders       |  | 248.5   |  | 388.7   |  | 489.3  
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Diluted denominator                                       |  |         |  |         |  |        
|Weighted average number of shares outstanding (thousands) |  | 723,665 |  | 726,084 |  | 740,142
|Dilutive effects of stock options                         |  |        |  |        |  | 0,905  
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Diluted weighted average shares                           |  | 723,665 |  | 726,084 |  | 741,047
|                                                          |  |         |  |         |  |        
|                                                          |  |         | 
|Diluted earnings per share - U.S. dollars                 |  | 0.3434  |  | 0.5354  |  | 0.6603 
|                                                          |  |         |  |         |  |        



|27 | Stock Compensation
|-- | ------------------

In
1998 the Companys shareholders approved a stock option plan for management and employees, under continuous employment for at least two years. The Administration Committee is responsible for managing the plan.

Under the terms of the plan, options for 25,000,000 common shares were authorized to be granted through May 2003. Options were granted
with an exercise price in Reais equal to the weighted average price of the Companys shares traded on the BM&FBOVESPA in the 60 trading days prior to the grant date, increased or decreased by 30%, as determined by the Administration
Committee. Such percentage is deemed to



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





offset unusual fluctuations in the market price during this 60-day-period. These options generally vest as follows: 30% after three years, 30% after four years, and 40% after five years, if the
professional is still employed by the Company on each date. The options expire seven years from the date of grant. The right to grant options under the plan terminated five years after the date of the first grant.

At December 31, 2007, the Administration Committee had made seven grants, equivalent to 400 lots of 50,000 shares each, totaling
18,666,578 preferred shares, net of 1,333,422 shares which were forfeited, as the grantees are no longer employees of the Company (2006 - 400 lots of 50,000 shares each, totaling 18,941,578 preferred shares, net of 1,058,422 shares which were
forfeited). Following a corporate restructuring, all the preferred shares were converted into common shares.

During 2007,
561,130 options were exercised, in the total amount of US$ 3.6. During 2008, no options were exercised and the stock option plan was closed. No compensation expense was recorded for the years presented.

Information regarding options granted to management and employees is presented below (options in thousands):



|                                 |  |                     |  |                                   |  |                     |      |  |                                   |   |  |                     |   |  |                                  
|-------------------------------- |  | ------------------- |  | --------------------------------- |  | ------------------- | ---- |  | --------------------------------- | - |  | ------------------- | - |  | ---------------------------------
|                                 |  | 2009                |  | 2008                              |  |                     | 2007
|                                 |  | Thousandsof options |  | Weightedaverageexerciseprice (R$) |  | Thousandsof options |      |  | Weightedaverageexerciseprice (R$) |   |  | Thousandsof options |   |  | Weightedaverageexerciseprice (R$)
|Outstanding at beginning of year |  |                    |  |                                  |  | 1,353               |      |  | 22.00                             |   |  | 2,225               |   |  | 18.30                            
|Exercised                        |  |                    |  |                                  |  |                    |      |  |                                  |   |  | (561                | ) |  | 12.07                            
|Canceled or expired              |  |                    |  |                                  |  | (1,353              | )    |  | (22.00                            | ) |  | (311                | ) |  | 13.84                            
|                                 |  |                     |  |                                   |  |                     |      |  |                                   |   |  |                     |   |  |                                  
|                                 |  |                     |  |                                   |  |                    
|Exercisable at end of year       |  |                    |  |                                  |  |                    |      |  |                                  |   |  | 1,353               |   |  | 22.00                            
|                                 |  |                     |  |                                   |  |                     |      |  |                                   |   |  |                     |   |  |                                  



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|28 | Income Taxes
|-- | ------------

Income tax
expense is comprised of the following:



|                       |  |       |   |  |       |   |  |       |  
|---------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|                       |  | 2009  |   |  | 2008  |   |  | 2007  |  
|Current                |  | (28.7 | ) |  | (11.6 | ) |  | (33.5 | )
|Deferred               |  |       |   |  |       |   |  |       |  
|Temporary differences  |  | 23.4  |   |  | (27.6 | ) |  | 14.5  |  
|Tax loss carryforwards |  | (9.2  | ) |  | (1.9  | ) |  | 16.3  |  
|                       |  |       |   |  |       |   |  |       |  
|                       |  |       |  
|Total deferred         |  | 14.2  |   |  | (29.5 | ) |  | 30.8  |  
|                       |  |       |   |  |       |   |  |       |  
|                       |  |       |  
|Income tax expense     |  | (14.5 | ) |  | (41.1 | ) |  | (2.7  | )
|                       |  |       |   |  |       |   |  |       |  



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The effects of book adjustments in relation to the underlying tax basis, have been
recognized as temporary differences for the purpose of recording deferred income taxes, except that, in accordance with the standard on income taxes, deferred taxes have not been recorded for differences relating to certain assets and liabilities
that are remeasured from Brazilian reais to U.S. dollars at historical exchange rates and that result from changes in exchange rates in local currency for tax purposes. The change in the translation effects balance arises from differences between
the tax basis expressed in Brazilian Reais of non-monetary assets, particularly during the period of formation of inventories, and the corresponding amounts recorded in the U.S. dollar financial statements. These differences arise as the Brazilian
Real appreciates or depreciates against the U.S. dollar.

The reconciliation of reported income tax expense to the amount
calculated based on the Brazilian combined nominal statutory tax rate is summarized as follows:



|                                                 |  |       |   |  |       |   |  |       |  
|------------------------------------------------ |  | ----- | - |  | ----- | - |  | ----- | -
|                                                 |  | 2009  |   |  | 2008  |   |  | 2007  |  
|Income before income taxes as reported           |  | 276.8 |   |  | 437.3 |   |  | 499.9 |  
|Combined Brazilian statutory income tax rate - % |  | 34    |   |  | 34    |   |  | 34    |  
|                                                 |  |       |   |  |       |   |  |       |  
|                                                 |  |       |  
|Tax expense at statutory income tax rate         |  | 94.1  |   |  | 148.7 |   |  | 170.0 |  
|                                                 |  |       |   |  |       |   |  |       |  
|                                                 |  |       |  
|Translation effects                              |  | 4.4   |   |  | (22.5 | ) |  | (57.1 | )
|Benefit from distribution of interest on capital |  | (33.9 | ) |  | (43.3 | ) |  | (59.6 | )
|Research and development tax incentives          |  | (59.7 | ) |  | (37.6 | ) |  | (31.2 | )
|Other tax incentives                             |  |      |   |  | (1.8  | ) |  | (1.4  | )
|Change in deferred tax valuation allowance       |  | 2.2   |   |  | (1.3  | ) |  | (0.2  | )
|Non-deductible expenses, net                     |  | 7.0   |   |  | 4.8   |   |  | 3.3   |  
|Differences in foreign jurisdiction tax rates    |  | 10.0  |   |  | (13.6 | ) |  | (19.2 | )
|Equity in loss of affiliates                     |  |      |   |  |      |   |  | 0.1   |  
|Other                                            |  | (9.6  | ) |  | 7.7   |   |  | (2.0  | )
|                                                 |  |       |   |  |       |   |  |       |  
|                                                 |  |       |  
|Income tax expense as reported                   |  | 14.5  |   |  | 41.1  |   |  | 2.7   |  
|                                                 |  |       |   |  |       |   |  |       |  



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Deferred tax assets and liabilities are comprised of the following:



|                                                                     |  |        |   |  |        |  
|-------------------------------------------------------------------- |  | ------ | - |  | ------ | -
|                                                                     |  | 2009   |   |  | 2008   |  
|Deferred tax assets                                                  |  |        |   |  |        |  
|Temporary differences                                                |  |        |   |  |        |  
|Deferred deductibility of research and development and other charges |  | 263.9  |   |  | 162.3  |  
|Accrued expenses temporarily not tax deductible                      |  | 105.5  |   |  | 146.2  |  
|Accrued taxes other than taxes on income                             |  | 89.8   |   |  | 76.7   |  
|Accrual for product warranties and improvements                      |  | 79.3   |   |  | 39.5   |  
|Differences in tax basis of inventory                                |  | 46.7   |   |  | 30.0   |  
|Differences in tax basis of property, plant and equipment            |  | 10.1   |   |  | 7.9    |  
|Accrued post-retirement benefits                                     |  | 1.2    |   |  | 0.9    |  
|Other                                                                |  | 36.1   |   |  | 23.0   |  
|Tax loss carryforwards (i)                                           |  | 15.8   |   |  | 21.8   |  
|Valuation allowance (ii)                                             |  | (5.4   | ) |  | (2.3   | )
|                                                                     |  |        |   |  |        |  
|                                                                     |  |       
|Total deferred tax assets                                            |  | 643.0  |   |  | 506.0  |  
|                                                                     |  |        |   |  |        |  
|                                                                     |  |       
|Deferred tax liabilities                                             |  |        |   |  |        |  
|Temporary differences                                                |  |        |   |  |        |  
|Deferred deductibility of research and development and other charges |  | (353.4 | ) |  | (234.5 | )
|Differences in tax basis of property, plant and equipment            |  | (16.0  | ) |  | (14.1  | )
|Other                                                                |  | (36.5  | ) |  | (29.5  | )
|                                                                     |  |        |   |  |        |  
|                                                                     |  |       
|Total deferred tax liabilities                                       |  | (405.9 | ) |  | (278.1 | )
|                                                                     |  |        |   |  |        |  
|                                                                     |  |       
|Net deferred tax asset                                               |  | 237.1  |   |  | 227.9  |  
|                                                                     |  |        |   |  |        |  



| | (i) | Tax loss carryforwards are derived from:
| | --- | ----------------------------------------



|                      |  |      |  |     
|--------------------- |  | ---- |  | ----
|                      |  | 2009 |  | 2008
|Brazilian entities    |  | 13.1 |  | 19.6
|Foreign jurisdictions |  | 2.7  |  | 2.2 
|                      |  |      |  |     
|                      |  | 15.8 |  | 21.8
|                      |  |      |  |     

Tax losses originated from the Brazilian entities do
not have expiration dates but utilization is limited to 30% of the taxable income for each period. Tax losses from foreign subsidiaries are not subject to any statute of limitations.



| | (ii) | The valuation allowance relates to tax loss carryforwards of foreign subsidiaries, which cannot be offset against taxable income in Brazil.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------

Changes in the valuation allowances are as follows:



|                  |  |      |   |  |      |   |  |      |  
|----------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                  |  | 2009 |   |  | 2008 |   |  | 2007 |  
|Beginning balance |  | 2.2  |   |  | 3.5  |   |  | 3.7  |  
|Additions         |  | 3.4  |   |  | 2.1  |   |  | 0.9  |  
|Write-off         |  | (0.2 | ) |  | (3.4 | ) |  | (1.1 | )
|                  |  |      |   |  |      |   |  |      |  
|                  |  |      |  
|Ending balance    |  | 5.4  |   |  | 2.2  |   |  | 3.5  |  
|                  |  |      |   |  |      |   |  |      |  



F-55



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|29 | Other Operating (Expenses) Income, net
|-- | --------------------------------------



|                                                     |  |        |   |  |       |   |  |       |  
|---------------------------------------------------- |  | ------ | - |  | ----- | - |  | ----- | -
|                                                     |  | 2009   |   |  | 2008  |   |  | 2007  |  
|Financial Guarantee-MESA(i)                          |  | (103.0 | ) |  |      |   |  |      |  
|Restructuring expenses(ii)                           |  | (60.4  | ) |  |      |   |  |      |  
|Product modifications                                |  | (4.9   | ) |  | (11.2 | ) |  | (3.4  | )
|Contractual fines                                    |  | 60.4   |   |  | 8.2   |   |  | (9.7  | )
|Provision for contingencies and disputed taxes (iii) |  | (6.2   | ) |  | (2.1  | ) |  | 94.5  |  
|Sales-type lease gain (loss), net                    |  |       |   |  |      |   |  | 1.4   |  
|Royalties                                            |  | 5.7    |   |  | 10.1  |   |  | (1.4  | )
|Other Sales                                          |  | 3.9    |   |  | 10.0  |   |  | 14.9  |  
|Expenses recovery                                    |  | 8.0    |   |  | 11.2  |   |  | 9.3   |  
|Embraers Aircraft Maintenance                       |  | (26.2  | ) |  | (8.6  | ) |  | (7.8  | )
|Flight Security Rules                                |  | (2.9   | ) |  | (2.9  | ) |  | (2.1  | )
|Other                                                |  | (12.3  | ) |  | 1.3   |   |  | (17.4 | )
|                                                     |  |        |   |  |       |   |  |       |  
|                                                     |  |        |  
|                                                     |  | (137.9 | ) |  | 16.0  |   |  | 78.3  |  
|                                                     |  |        |   |  |       |   |  |       |  



| | (i) | In December 2009, the Company booked a provision of US$ 103.0 in recognition of probable losses to cover its obligations with respect to the guarantees it had offered
in relation to the Mesa when Mesa filed for Chapter 11 protection from creditors in January 2010 (Notes 15 and 38).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Termination costs totaling US$ 60.4 were accrued and paid in the year ended December 31, 2009. The Company reduced its staff in order to adapt the Companys
cost base and personnel structure to the reduced level of economic activity. Termination costs included government severance indemnity fund payments to employees, prior notice charges, termination fines, costs associated with extended medical
assistance and other termination costs.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | In 2007, provision for contingences and disputed taxes mainly included the reversal of US$ 104.8 of PIS/COFINS provisions following a favorable judicial decision
(Note 17).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|30 | Foreign Exchange (Loss) Gain, net
|-- | ---------------------------------

Foreign exchange gains and losses result from the remeasurement to US dollars, as follows:



|                                            |  |        |   |  |        |   |  |        |  
|------------------------------------------- |  | ------ | - |  | ------ | - |  | ------ | -
|                                            |  | 2009   |   |  | 2008   |   |  | 2007   |  
|Assets                                      |  |        |   |  |        |   |  |        |  
|Cash and cash equivalents                   |  | 239.9  |   |  | (92.4  | ) |  | 163.5  |  
|Trade accounts receivable                   |  | 26.0   |   |  | (18.7  | ) |  | 15.2   |  
|Tax recoverable and deferred                |  | 27.6   |   |  | (10.0  | ) |  | 70.7   |  
|Other assets                                |  | 15.7   |   |  | (15.8  | ) |  | 27.6   |  
|                                            |  |        |   |  |        |   |  |        |  
|                                            |  |        |  
|Exchange gain (loss) on assets              |  | 309.2  |   |  | (136.9 | ) |  | 277.0  |  
|                                            |  |        |   |  |        |   |  |        |  
|                                            |  |        |  
|Liabilities                                 |  |        |   |  |        |   |  |        |  
|Taxes                                       |  | (104.6 | ) |  | 100.1  |   |  | (156.4 | )
|Loans                                       |  | (217.9 | ) |  | 47.9   |   |  | (93.8  | )
|Provisions                                  |  | (39.1  | ) |  | 21.2   |   |  | (22.9  | )
|Trade accounts payable                      |  | (5.2   | ) |  | 14.7   |   |  | (8.3   | )
|Other liabilities                           |  | (36.5  | ) |  | 24.7   |   |  | (33.3  | )
|                                            |  |        |   |  |        |   |  |        |  
|                                            |  |        |  
|Foreign exchange (loss) gain on liabilities |  | (403.3 | ) |  | 208.6  |   |  | (314.7 | )
|                                            |  |        |   |  |        |   |  |        |  
|                                            |  |        |  
|Foreign exchange (loss) gain, net           |  | (94.1  | ) |  | 71.7   |   |  | (37.7  | )
|                                            |  |        |   |  |        |   |  |        |  



|31 | Related-Party Transactions
|-- | --------------------------

Brazilian Government

The Company considers Banco do Brasil S.A., which is controlled by the Brazilian Federal Government and is one of the Companys
shareholders, to be a related party. Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI, the Brazilian Air Force and Banco Nacional de Desenvolvimento Econômico e Social - BNDES are also controlled by the Brazilian
Federal Government and, therefore, considered to be related parties.

The Brazilian Government, principally through the
Brazilian Air Force, has participated in the development of the Company since its inception. For the years ended December 31, 2009, 2008 and 2007, the Brazilian Air Force accounted for 3.9%, 3.4% and 1.8% of the Companys net sales,
respectively. BNDES and Banco do Brasil S.A have several transactions with the Company, mainly debt financing and other bank transactions, such as depositary services for cash equivalents and as a provider of certain line of credit facilities.



F-57



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





Transactions with related parties were as follows:



|                               |  |                    |  |                     |  |       |  |      
|------------------------------ |  | ------------------ |  | ------------------- |  | ----- |  | -----
|                               |  | 2009              
|                               |  | BrazilianAir Force |  | Banco doBrasil S.A. |  | BNDES |  | Total
|Assets                         |  |                    |  |                     |  |       |  |      
|Cash and cash equivalents      |  |                   |  | 404.8               |  |      |  | 404.8
|Trade accounts receivable      |  | 124.5              |  |                    |  |      |  | 124.5
|Other assets                   |  |                   |  | 196.9               |  | 0.4   |  | 197.3
|                               |  |                    |  |                    
|Liabilities                    |  |                    |  |                     |  |       |  |      
|Loans and financing            |  |                   |  | 7.2                 |  | 638.7 |  | 645.9
|Recourse and non-recourse debt |  |                   |  | 303.5               |  | 24.5  |  | 328.0
|Advances from customers        |  | 133.6              |  |                    |  |      |  | 133.6
|                               |  |                    |  |                    
|Results of operations          |  |                    |  |                     |  |       |  |      
|Net sales                      |  | 215.3              |  |                    |  |      |  | 215.3
|Interest income                |  |                   |  | 17.8                |  |      |  | 17.8 
|Interest expense               |  |                   |  | 4.8                 |  | 47.0  |  | 51.8 
|                               | 
|                               |  | 2008              
|                               |  | BrazilianAir Force |  | Banco doBrasil S.A. |  | BNDES |  | Total
|Assets                         |  |                    |  |                     |  |       |  |      
|Cash and cash equivalents      |  |                   |  | 252.9               |  |      |  | 252.9
|Trade accounts receivable      |  | 95.4               |  |                    |  |      |  | 95.4 
|Other assets                   |  |                   |  | 187.1               |  |      |  | 187.1
|                               |  |                    |  |                    
|Liabilities                    |  |                    |  |                     |  |       |  |      
|Loans and financing            |  |                   |  | 241.2               |  | 558.4 |  | 799.6
|Recourse and non-recourse debt |  |                   |  | 286.7               |  | 30.1  |  | 316.8
|Advances from customers        |  | 43.8               |  |                    |  |      |  | 43.8 
|                               |  |                    |  |                    
|Results of operations          |  |                    |  |                     |  |       |  |      
|Net sales                      |  | 214.1              |  |                    |  |      |  | 214.1
|Interest income                |  |                   |  | 10.6                |  |      |  | 10.6 
|Interest expense               |  |                   |  | 18.3                |  | 40.4  |  | 58.7 



F-58



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                               |  |                    |  |                     |  |       |  |      
|------------------------------ |  | ------------------ |  | ------------------- |  | ----- |  | -----
|                               |  | 2007              
|                               |  | BrazilianAir Force |  | Banco doBrasil S.A. |  | BNDES |  | Total
|Assets                         |  |                    |  |                     |  |       |  |      
|Cash and cash equivalents      |  |                   |  | 174.4               |  |      |  | 174.4
|Trade accounts receivable      |  | 68.9               |  |                    |  |      |  | 68.9 
|Other assets                   |  |                   |  | 179.1               |  | 1.3   |  | 180.4
|                               |  |                    |  |                    
|Liabilities                    |  |                    |  |                     |  |       |  |      
|Loans and financing            |  |                   |  | 12.1                |  | 728.2 |  | 740.3
|Recourse and non-recourse debt |  |                   |  | 271.4               |  | 20.1  |  | 291.5
|Advances from customers        |  | 63.2               |  |                    |  |      |  | 63.2 
|                               |  |                    |  |                    
|Results of operations          |  |                    |  |                     |  |       |  |      
|Net sales                      |  | 96.9               |  |                    |  |      |  | 96.9 
|Interest income                |  |                   |  | 32.1                |  |      |  | 32.1 
|Interest expense               |  |                   |  | 18.2                |  | 45.0  |  | 63.2 



F-59



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|32 | Financial Instruments and Risk Management
|-- | -----------------------------------------

The Company is primarily engaged in the assembly and sale of aircraft to various markets. More than 90% of the Companys sales are
exports and sales prices are U.S. dollar-denominated, which is the Companys functional currency. Nevertheless, a significant portion of the Companys labor costs and other local cost overheads are Brazilian Real-denominated.

The Companys market risks include its exposure to interest rates and foreign currency exchange rate volatilities. The Company has
established policies and procedures to manage its sensitivity to interest rate and foreign currency exchange rate risk. These procedures include monitoring the Companys level of exposure to each market risk, including the analysis of the
amounts based on projected future cash flows, the matching of variable rate assets with variable rate liabilities, and limiting the amount of fixed rate assets which may be funded with floating rate liabilities. These procedures may also include the
use of derivative financial instruments to mitigate the effects of interest rate fluctuations and to reduce the exposure to exchange rate risk. By using derivative instruments, the Company exposes itself to credit risk (Note 33).



|(a) | Interest rate risk
|--- | ------------------

The
Company is exposed to risk that it will incur losses due to adverse changes in interest rates. This interest rate exposure principally relates to changes in the market interest rates affecting the Companys loans.

The Companys U.S. dollar-denominated debt bears interest at fixed (58%) or variable (42%) interest rates based on 6-month or
12-month LIBOR. The Companys foreign currency debt is primarily denominated in Brazilian Reais and in Euros. The Brazilian Real-denominated debt bears interest at a variable rate based on the TJLP and the Euro-denominated debt
bears interest at fixed or variable rates.

The Companys interest rate risk management strategy may use derivative
instruments to mitigate interest rate volatility.



|(b) | Foreign exchange rate risk
|--- | --------------------------

The Company is exposed to risk that it will incur losses due to unfavorable changes in foreign exchange rates. The Companys primary
exposures to foreign currency exchange fluctuations are the Brazilian Real/U.S. dollar and Euro/U.S. dollar exchange rates. The Company aims to mitigate its exposure in foreign currencies through (i) balancing its non-U.S. dollar-denominated assets
against its non-U.S. dollar-denominated liabilities and (ii) using derivative instruments. The Company typically uses derivatives such as foreign currency forward and cross-currency interest rate swap contracts to implement this strategy.



F-60



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(c) | Derivative financial instruments
|--- | --------------------------------

Derivative instruments outstanding as of December 31, 2009, were as follows:

|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|------------------------------ |  | ------------------------------------------------------ |  | ---------------- |  | ------------------ |  | -------------------------------------------------------------- |  | --------------------- | -
|2009                           | 
|Underlying transactions        |  | Type                                                   |  | Maturity date    |  | Notionalamount     |  | Agreed
average
rate -%                                         |  | Gain (Loss)Fair value |  
|Project development            |  | Cross Currency Swap (R$ fixed to a percentage of US$)  |  | 2.015            |  | 63,1               |  | Asset: TJLP to 5,00 p.a.
Liability: USD -2,25 p.a.             |  | 3,1                   |  
|Export financing               |  | Cross Currency Swap (R$ fixed to a percentage of CDI)  |  | 2.012            |  | 59,7               |  | Asset: 4,5 p.a.
Liability 42,33 of CDI                         |  | (0,5                  | )
|                               |  |                                                        |  |                  | 
|                               |  | Cross Currency Swap (R$ fixed to a percentage of US$)  |  | 2.012            |  | 54,9               |  | Asset: 4,5 p.a.
Liability: USD -1,85 p.a.                      |  | 2,8                   |  
|Non-recourse and Recourse Debt |  | Swap (fixed interest into variable interest - US$)     |  | 2.019            |  | 177,6              |  | 5,97 p.a.
Libor + 1,21 p.a.                                    |  | 14,6                  |  
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|                               |  |                                                        |  |                  | 
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  | 20,0                  |  
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|                              
|2008                           | 
|Underlying transactions        |  | Type                                                   |  | Maturity date    |  | Notionalamount     |  | Agreed
average rate                                            |  | Gain (Loss)Fair value |  
|Project development            |  | Swap (variable interest into fixed interest - US$)     |  | 2009 to 2016     |  | 130,2              |  | 5,91 p.a.                                                      |  | (10,3                 | )
|Export financing               |  | Cross Currency Swap (US$ fixed to a percentage of CDI) |  | 2.009            |  | 130,0              |  | Asset: 5,26 p.a. +
FX variation(US$ - R$) Liability: 99 of CDI |  | 1,1                   |  
|Non-recourse and Recourse Debt |  | Swap (fixed interest into variable interest - US$)     |  | 2.019            |  | 185,9              |  | 5,96 p.a.                                                      |  | 28,8                  |  
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|                               |  |                                                        |  |                  | 
|Total                          |  |                                                        |  |                  |  |                    |  |                                                                |  | 19,6                  |  
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|                              
|2008                           | 
|Underlying transactions        |  | Type                                                   |  | Originalcurrency |  | Negotiatedcurrency |  | Notional
amount                                                |  | Gain (Loss)Fair value |  
|Future Exports                 |  | NDF                                                    |  | U.S. dollars     |  | Reais              |  | 575,0                                                          |  | (156,1                | )
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  
|                               |  |                                                        |  |                  | 
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  | (156,1                | )
|                               |  |                                                        |  |                  |  |                    |  |                                                                |  |                       |  



|33 | Concentration of Credit Risk
|-- | ----------------------------

The Company may incur losses if counterparties to the Companys contracts do not pay amounts owed to the Company. The Companys
primary credit risk derives from the sales of aircraft, spare parts and related services to its customers, including the financial obligations related to these sales (Notes 9 and 35).

Financial instruments which may potentially subject the Company to concentrations of credit risk include (a) cash and cash equivalents,
(b) trade and other accounts



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





receivable, (c) customer commercial financing (d) advances to suppliers and (e) financial derivative contracts. The Company limits its credit risk associated with cash and cash
equivalents by placing its investments with investment grade-rated institutions in short-term securities and mutual funds. With respect to trade accounts receivable and customer commercial financing, the Company limits its credit risk by performing
ongoing credit evaluations. All such customers are meeting current commitments, are operating within established credit limits and are considered by management to represent an acceptable credit risk level. The Company believes that no additional
credit risk beyond amounts provided for collection losses is inherent in the Company's trade accounts receivable. Advances to suppliers are made only to select long-standing suppliers. The financial condition of such suppliers is analyzed on an
ongoing basis to limit credit risk. The Company addresses credit risk related to derivative instruments by restricting the counterparties of such derivatives to major financial institutions.

The Company may also have credit risk related to the sale of aircraft while its customers are finalizing the financing structures for
their purchases from the Company. To minimize these risks, customer credit analyses are continuously monitored and the Company works closely with the financial institutions to facilitate customer financing.



|34 | Fair Value of Financial Instruments
|-- | -----------------------------------



|(a) | Classification
|--- | --------------

The
Company considers fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes a
mid-market pricing convention (the mid-point price between bid and ask prices) as a practical expedient for valuing the majority of its assets and liabilities measured and reported at fair value. The Company utilizes market data or assumptions that
market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally
unobservable. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable
inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. A fair value hierarchy is used to prioritize the inputs used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are
as follows:



|(i) | Level 1 - quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which
transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives and listed equities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(ii) | Level 2 - pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.
Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time
value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of
the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over-the-counter forwards
and options.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | Level 3 - pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed
methodologies that result in managements best estimate of fair value. At each balance sheet date, the Company performs an analysis of all instruments and includes in Level 3 all of those whose fair value is based on significant unobservable
inputs.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table sets forth by level within the fair value hierarchy the Companys Financial
assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value
hierarchy levels.

The table below presents a reconciliation for the assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) for the period from January 1, 2009 to December 31, 2009.



F-63



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                   |  |                                                             |  |                                            |  |                                         |  |      
|------------------ |  | ----------------------------------------------------------- |  | ------------------------------------------ |  | --------------------------------------- |  | -----
|                   |  | Fair value measurements at December 31, 2009               
|                   |  | Quoted Prices inActive Markesfor IdenticalAssets (Level 1)  |  | SignificantOtherObservableInputs (Level 2) |  | SignificantUnobservableInputs (Level 3) |  | Total
|Assets             |  |                                                             |  |                                            |  |                                         |  |      
|Trading Securities |  | 419.7                                                       |  | 376.3                                      |  | 138.0                                   |  | 934.0
|Derivatives        |  |                                                            |  | 24.6                                       |  |                                        |  | 24.6 
|                   |  |                                                             |  |                                           
|Liabilities        |  |                                                             |  |                                            |  |                                         |  |      
|Derivatives        |  |                                                            |  | 4.6                                        |  |                                        |  | 4.6  
|                   | 
|                   |  | Fair value measurements at December 31, 2008               
|                   |  | Quoted prices inactive
marketsfor identicalassets (level 1) |  | Significantotherobservableinputs (level 2) |  | Significantunobservableinputs (level 3) |  | Total
|Assets             |  |                                                             |  |                                            |  |                                         |  |      
|Trading securities |  | 633.2                                                       |  | 92.4                                       |  | 109.7                                   |  | 835.3
|Derivatives        |  |                                                            |  | 29.9                                       |  |                                        |  | 29.9 
|                   |  |                                                             |  |                                           
|Liabilities        |  |                                                             |  |                                            |  |                                         |  |      
|Derivatives        |  |                                                            |  | 166.5                                      |  |                                        |  | 166.5



|                       |  |                                                                                            |  
|---------------------- |  | ------------------------------------------------------------------------------------------ | -
|                       |  | Fair value measurements 
usingsignificant unobservableinputs (Level 3)
atDecember 31, 2009 |  
|Beginning balance      |  | 109.7                                                                                      |  
|Purchases (sales), net |  | 25.5                                                                                       |  
|Gains (unrealized)     |  | 2.8                                                                                        |  
|                       |  |                                                                                            |  
|                       | 
|Ending Balance         |  | 138.0                                                                                      |  
|                       |  |                                                                                            |  
|                       | 
|                       |  | Fair value measurements usingsignificant
unobservableinputs (level 3) atDecember 31, 2008  |  
|Beginning balance      |  |                                                                                           |  
|Purchases              |  | 120.0                                                                                      |  
|Losses (unrealized)    |  | (10.3                                                                                      | )
|                       |  |                                                                                            |  
|                       | 
|Ending balance         |  | 109.7                                                                                      |  
|                       |  |                                                                                            |  

Level 3 investment securities primarily relate to certain investment positions in an exclusive fund
which invests in six different hedge funds in the total amount of



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





US$ 138.0, that are accounted for as trading securities. Due to the market turmoil, certain assets held by the funds do not have a readily available active market price and, as a
consequence, considerable assumptions were made by each of the managers of the funds in the determination of the market value of those assets, including third party appraisal valuations.

Gains and losses included in the statement of income for the year ended December 31, 2009 are recorded under Interest income
(expense), net



|(b) | Fair value measurements
|--- | -----------------------

The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However,
considerable judgment is required to interpret market data and to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.
The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is
practicable to estimate their value. Potential income tax ramifications related to the realization of unrealized gains and losses that would be incurred in an actual sale or settlement have not been taken into consideration.

The carrying amounts for cash and cash equivalents, trading debt securities, accounts and notes receivable and current liabilities
approximates their fair values. The fair value of held-to-maturity securities is estimated using the discounted cash flows method. The fair value of long-term debt is based on the discounted value of contractual cash flows. The discount rate is
estimated based on market forecasted yield curves for the future cash flows of each obligation.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The estimated fair values of financial instruments were as follows:



|                               |  |                 |  |           |  |                 |  |          
|------------------------------ |  | --------------- |  | --------- |  | --------------- |  | ---------
|                               |  | 2009            |  | 2008     
|                               |  | CarryingAmounts |  | Fairvalue |  | Carryingamounts |  | FairValue
|Financial assets               |  |                 |  |           |  |                 |  |          
|Cash and cash equivalents      |  | 1,592.4         |  | 1,592.4   |  | 1,820.7         |  | 1,820.7  
|Trading securities             |  | 934.0           |  | 934.0     |  | 371.0           |  | 371.0    
|Trade accounts receivable, net |  | 397.4           |  | 397.4     |  | 444.0           |  | 444.0    
|Guarantee deposits (Note 11)   |  | 505.3           |  | 505.3     |  | 493.2           |  | 493.2    
|Held-to-matury securities      |  | 43.9            |  | 42.2      |  | 42.2            |  | 40.3     
|Derivatives                    |  | 24.6            |  | 24.6      |  | 29.9            |  | 29.9     
|                               |  |                 |  |          
|Financial liabilities          |  |                 |  |           |  |                 |  |          
|Loans and financing            |  | 2,042.9         |  | 1,965.5   |  | 1,825.4         |  | 1,688.7  
|Trade accounts payable         |  | 595.8           |  | 595.8     |  | 1,078.1         |  | 1,078.1  
|Derivatives                    |  | 4.6             |  | 4.6       |  | 166.5           |  | 166.5    



|35 | Off-Balance Sheet Arrangements
|-- | ------------------------------

The Company participates in certain off-balance sheet arrangements, in the normal course of business, including by providing guarantees,
repurchase obligations, trade-in and product warranty commitments.



|(a) | Guarantees
|--- | ----------

Financial
guarantees are triggered if customers do not perform their obligation to service the debt during the term of the financing under the relevant financing arrangements. Financial guarantees provide credit support to the guaranteed party to mitigate
default-related losses. The underlying assets collateralize these guarantees. The value of the underlying assets may be adversely affected by an economic or industry downturn. In the case of an event of default, the Company is usually the agent for
the guaranteed party for the refurbishment and remarketing of the underlying asset. The Company may be entitled to a fee for such remarketing services. Typically a claim under the guarantee is made only upon surrender of the underlying asset for
remarketing.

Residual value guarantees provide a third party with a specific guaranteed asset value at the end of the
financing agreement. In the event of a decrease in market value of the underlying asset, the Company bears the difference between the specific guaranteed amount and the actual fair market value. The Companys exposure is mitigated by the fact
that, in order to benefit from the guarantee, the guaranteed party has to make the underlying asset meet tight specific return conditions.

The following table provides quantitative data regarding the Companys guarantees to third parties. The maximum potential payments
represent the worst-case scenario, and do not necessarily reflect the results expected by the Company. Estimated proceeds from performance guarantees and underlying assets represent the anticipated values of assets the Company could liquidate or
receive from other parties to offset its payments under guarantees.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                                                                          |  |         |   |  |         |  
|------------------------------------------------------------------------- |  | ------- | - |  | ------- | -
|                                                                          |  | 2009    |   |  | 2008    |  
|Maximum financial guarantees                                              |  | 1,248.4 |   |  | 1,537.4 |  
|Maximum residual value guarantees                                         |  | 770.8   |   |  | 754.0   |  
|Mutually exclusive exposure (i)                                           |  | (393.9  | ) |  | (393.9  | )
|Provisions and liabilities recorded                                       |  | (25.1   | ) |  | (27.4   | )
|                                                                          |  |         |   |  |         |  
|                                                                          |  |        
|Off-balance sheet exposure (ii)                                           |  | 1,600.2 |   |  | 1,870.1 |  
|                                                                          |  |         |   |  |         |  
|                                                                          |  |        
|Estimated proceeds from performance guarantees and underlying assets (ii) |  | 1,811.3 |   |  | 2,013.5 |  
|                                                                          |  |         |   |  |         |  



| | (i) | When an underlying asset is covered by mutually exclusive financial and residual value guarantees, the residual value guarantee may only be exercised if the financial
guarantee has expired without having been exercised. On the other hand, if the financial guarantee is exercised, the residual value guarantee is automatically terminated. After a financial guarantee expires without being exercised, there is an
average three-month period in which a guaranteed party may exercise the residual value guarantee. This means that our exposure to mutually exclusive financial and residual value guarantees covering a single underlying asset cannot be cumulative.
Therefore, the maximum exposure shown in this line item is not an aggregate amount of the combined value of mutually exclusive financial and residual value guarantees covering a single underlying asset.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | As of December 31, 2009, financial guarantee provided in connection with Mesa were fully accrued in income statements and consolidated balance sheet (Note 15 and
29), and are not included as an off balance sheet item.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of December 31, 2009 and 2008, the Company had
escrow deposits of US$ 308.9 (including US$ 74.4 related to Mesa escrow deposits) and US$ 299.7, respectively, in favor of third parties to whom it has provided financial and residual value guarantees in connection with certain aircraft
sales financing structures (Note 11).



|(b) | Aircraft Trade-In Options
|--- | -------------------------

The Company at times provides trade-in options to its customers in connection with a purchase agreement for new aircraft. These options
provide a customer with the right to trade-in existing aircraft upon the purchase and acceptance of new aircraft. Currently, the Company has entered into a total of 15 trade-in aircraft options. From these 15 trade-in options, 12 rights were
exercised through December 31, 2008. Of these 12 aircraft, four were received in the year ended December 31, 2008 and the remaining eight were received during the year ended December 31, 2009. The Companys obligation to



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





receive the remaining three aircraft as trade-ins are directly tied to contractual obligations with customer and relate directly to the customer actually taking delivery of certain new aircraft.
The Company continues to monitor all trade-in commitments in order to anticipate any adverse economic impact. Based on the current evaluation of the Company and based on third party independent appraisals, the Company believes that any aircraft
accepted under trade-in may be sold or leased in the market without significant losses



|(c) | Product Warranties
|--- | ------------------

The
Company provides product warranties in conjunction with certain product sales.

Generally, aircraft sales are accompanied by a
standard warranty for systems, accessories, equipment, parts and software manufactured by the Company. Warranty expense related to aircraft and parts is recognized at the time of sale based on estimated amounts of warranty costs anticipated to be
incurred. These estimates are based on factors that include, among other things, warranty claim and cost experience, warranty coverage available from suppliers, type and duration of warranty coverage and the volume and mix of aircraft sold and in
service. The warranty period typically ranges from two to five years.

Product and performance provisions are included in other
payables and accrued liabilities and presented the following activity:



|                     |  |                            |   |  |                                     |   |  |                                      |  
|-------------------- |  | -------------------------- | - |  | ----------------------------------- | - |  | ------------------------------------ | -
|                     |  | Productwarranties(Note 15) |   |  | Productimprovementaccruals(Note 15) |   |  | Financialguaranteeliability(Note 15) |  
|At December 31, 2007 |  | 104.9                      |   |  | 21.4                                |   |  | 24.5                                 |  
|                     |  |                            |   |  |                                     |   |  |                                      |  
|Additions            |  | 73.8                       |   |  | 18.4                                |   |  | 5.4                                  |  
|Payments/reversals   |  | (82.6                      | ) |  | (18.3                               | ) |  | (2.5                                 | )
|                     |  |                            |   |  |                                     |   |  |                                      |  
|                     |  |                            |  
|At December 31, 2008 |  | 96.1                       |   |  | 21.5                                |   |  | 27.4                                 |  
|                     |  |                            |   |  |                                     |   |  |                                      |  
|Additions            |  | 82.3                       |   |  | 15.2                                |   |  | 0.3                                  |  
|Payments/reversals   |  | (71.5                      | ) |  | (21.4                               | ) |  | (2.6                                 | )
|                     |  |                            |   |  |                                     |   |  |                                      |  
|                     |  |                            |  
|At December 31, 2009 |  | 106.9                      |   |  | 15.3                                |   |  | 25.1                                 |  
|                     |  |                            |   |  |                                     |   |  |                                      |  



|36 | Segment Information
|-- | -------------------

The
Company is organized based on the products and services it offers. Under this organizational structure, the Company operates in the following segments: commercial aviation, executive aviation, aviation services, defense and others.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(a) | Commercial aviation
|--- | -------------------

The
Company developed the ERJ 145, a 50-passenger twin jet-powered regional aircraft, introduced in 1996, to address the growing demand among regional airlines for medium-range, jet-powered aircraft. The ERJ 135, a 37-seat regional jet based on the ERJ
145, was introduced in 1999. In addition, the Company developed the 44-seat ERJ 140 as part of the ERJ 145 regional jet family, which the Company began delivering in the second half of 2001.

The Company continue to develop the EMBRAER 170/190 jet family with its 70-122 seat platform to serve the trend in the commercial airline
market towards larger, faster and longer range jets and to further diversify its strength in the jet market.



|(b) | Executive aviation
|--- | ------------------

The
Company develops a line of executive jets: the Legacy 600, a super midsize jet, followed by the Phenom 100, an entry-level jet and the Phenom 300, a light jet. The Lineage 1000, an ultra-large jet, was added as the largest executive jet in our
executive jet portfolio and, during 2008, we have launched the Legacy 450 and Legacy 500, a mid-light and a mid-size jet, respectively, that we believe will establish our executive jet portfolio as one of the most comprehensive of the executive
aviation industry. In 2009, we presented the new Legacy 650, a large executive jet that will be positioned in our executive jet portfolio between the Legacy 600 and the Lineage 1000.



|(c) | Aviation services
|--- | -----------------

The
Company provides after-sales customer support services and manufactures and markets spare parts for the fleets of its commercial, executive and defense customers. Activities in this segment include the sale of spare parts, maintenance and repair,
training and other product support services



|(d) | Defense
|--- | -------

The Company
designs, develops, integrates and manufactures a wide range of defense products, principally for transport, training, light attack and surveillance aircraft.

The Company is the leading supplier of defense aircraft to the Brazilian Air Force based on the total number of aircraft in its current
fleet. The Company has also sold defense aircraft to military forces of 16 other countries in Europe and Latin America, including the United Kingdom, France, Greece and Mexico.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|(e) | Others
|--- | ------

The Company
recognizes revenues related to sales of used aircraft or leases to customers primarily through its leasing subsidiary, ECC Leasing Co. Ltd. In addition, the Company provides structural parts and mechanical and hydraulic systems to Sikorsky
Corporation for its production of helicopters. The Company also manufactures landing gear, on a limited basis and upon customer request, general aviation propeller aircraft, such as executive planes and crop dusters, also known as light aircraft.

Other unallocated costs include corporate costs not allocated to the operating segments. Unallocated capital expenditures and
depreciation related primarily to shared service assets.

In order to better present the financial statements, the Company
revised the amounts previously presented as unallocated according to the percentage of sales of each segment.

The
Company also included some changes in the geographic area, based on the new markets developed, to better administrate the business.

The following table provides geographic information regarding net sales. The geographic allocation is based on the location of the
operator of the aircraft.



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|                             |  |         |  |         |  |        
|---------------------------- |  | ------- |  | ------- |  | -------
|Net sales by geographic area |  | 2009    |  | 2008    |  | 2007   
|North America                |  |         |  |         |  |        
|Commercial Aviation          |  | 580.9   |  | 2,140.3 |  | 1,942.2
|Executive Aviation           |  | 309.7   |  | 345.8   |  | 278.1  
|Aviation Services            |  | 248.5   |  | 231.2   |  | 206.2  
|Defense                      |  | 8.6     |  | 28.8    |  | 0.3    
|Others                       |  | 26.7    |  | 51.5    |  | 58.7   
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 1,174.4 |  | 2,797.6 |  | 2,485.5
|                             |  |         |  |         |  |        
|Latin America                |  |         |  |         |  |        
|Commercial Aviation          |  | 149.6   |  | 261.6   |  | 335.7  
|Executive Aviation           |  | 46.5    |  | 100.8   |  | 24.1   
|Aviation Services            |  | 5.6     |  | 10.6    |  | 7.8    
|Defense                      |  | 184.7   |  | 185.7   |  | 156.4  
|Others                       |  | 3.7     |  | 0.3     |  | 10.6   
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 390.1   |  | 559.0   |  | 534.6  
|                             |  |         |  |         |  |        
|Asia Pacific                 |  |         |  |         |  |        
|Commercial Aviation          |  | 782.8   |  | 1,101.4 |  | 410.6  
|Executive Aviation           |  | 234.4   |  | 202.3   |  | 23.9   
|Aviation Services            |  | 51.1    |  | 56.7    |  | 33.4   
|Defense                      |  | 75.3    |  | 53.8    |  | 2.6    
|Others                       |  | 1.7     |  | 4.0     |  | 2.2    
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 1,145.3 |  | 1,418.2 |  | 472.7  
|                             |  |         |  |         |  |        
|Brazil                       |  |         |  |         |  |        
|Commercial Aviation          |  | 245.8   |  |        |  |       
|Executive Aviation           |  | 77.7    |  |        |  | 27.7   
|Aviation Services            |  | 17.0    |  | 14.6    |  | 46.4   
|Defense                      |  | 215.3   |  | 214.1   |  | 96.9   
|Others                       |  | 31.9    |  | 53.4    |  | 78.0   
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 587.7   |  | 282.1   |  | 249.0  
|                             |  |         |  |         |  |        
|Europe                       |  |         |  |         |  |        
|Commercial Aviation          |  | 1,387.0 |  | 645.2   |  | 485.8  
|Executive Aviation           |  | 173.4   |  | 225.1   |  | 484.2  
|Aviation Services            |  | 231.8   |  | 252.1   |  | 227.6  
|Defense                      |  | 10.1    |  | 16.2    |  | 29.2   
|Others                       |  | 16.3    |  | 7.6     |  | 6.4    
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 1,818.6 |  | 1,146.2 |  | 1,233.2
|                             |  |         |  |         |  |        
|Others                       |  |         |  |         |  |        
|Commercial Aviation          |  | 221.6   |  | 89.0    |  | 202.3  
|Executive Aviation           |  | 54.6    |  |        |  |       
|Aviation Services            |  | 33.6    |  | 37.2    |  | 6.9    
|Defense                      |  | 4.8     |  | 5.9     |  | 61.0   
|Others                       |  | 35.6    |  |        |  |       
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 350.2   |  | 132.1   |  | 270.2  
|                             |  |         |  |         |  |        
|                             |  |         | 
|                             |  | 5,466.3 |  | 6,335.2 |  | 5,245.2
|                             |  |         |  |         |  |        



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The following table presents statement of income information by operating segment:



|                           |  |          |   |  |          |   |  |          |  
|-------------------------- |  | -------- | - |  | -------- | - |  | -------- | -
|Operating income           |  | 2009     |   |  | 2008     |   |  | 2007     |  
|Net sales                  |  |          |   |  |          |   |  |          |  
|Commercial Aviation        |  | 3,367.7  |   |  | 4,237.5  |   |  | 3,376.6  |  
|Executive Aviation         |  | 896.3    |   |  | 874.0    |   |  | 838.0    |  
|Aviation Services          |  | 587.6    |   |  | 602.4    |   |  | 528.3    |  
|Defense                    |  | 498.8    |   |  | 504.5    |   |  | 346.4    |  
|Others                     |  | 115.9    |   |  | 116.8    |   |  | 155.9    |  
|                           |  |          |   |  |          |   |  |          |  
|                           |  |          |  
|                           |  | 5,466.3  |   |  | 6,335.2  |   |  | 5,245.2  |  
|                           |  |          |   |  |          |   |  |          |  
|Cost of sales and services |  |          |   |  |          |   |  |          |  
|Commercial Aviation        |  | (2,775.9 | ) |  | (3,534.0 | ) |  | (2,737.3 | )
|Executive Aviation         |  | (721.5   | ) |  | (616.3   | ) |  | (602.5   | )
|Aviation Services          |  | (400.9   | ) |  | (387.5   | ) |  | (393.1   | )
|Defense                    |  | (381.1   | ) |  | (365.6   | ) |  | (236.8   | )
|Others                     |  | (72.8    | ) |  | (88.3    | ) |  | (123.8   | )
|                           |  |          |   |  |          |   |  |          |  
|                           |  |          |  
|                           |  | (4,352.2 | ) |  | (4,991.7 | ) |  | (4,093.5 | )
|                           |  |          |   |  |          |   |  |          |  
|Gross profit               |  |          |   |  |          |   |  |          |  
|Commercial Aviation        |  | 591.8    |   |  | 703.5    |   |  | 639.3    |  
|Executive Aviation         |  | 174.8    |   |  | 257.7    |   |  | 235.5    |  
|Aviation Services          |  | 186.7    |   |  | 214.9    |   |  | 135.2    |  
|Defense                    |  | 117.7    |   |  | 138.9    |   |  | 109.6    |  
|Others                     |  | 43.1     |   |  | 28.5     |   |  | 32.1     |  
|                           |  |          |   |  |          |   |  |          |  
|                           |  |          |  
|                           |  | 1,114.1  |   |  | 1,343.5  |   |  | 1,151.7  |  
|                           |  |          |   |  |          |   |  |          |  
|Operating expenses         |  |          |   |  |          |   |  |          |  
|Commercial Aviation        |  | (458.2   | ) |  | (425.7   | ) |  | (359.8   | )
|Executive Aviation         |  | (145.2   | ) |  | (196.2   | ) |  | (252.6   | )
|Aviation Services          |  | (83.5    | ) |  | (101.9   | ) |  | (89.5    | )
|Defense                    |  | (57.8    | ) |  | (77.1    | ) |  | (66.7    | )
|Others                     |  | (33.6    | ) |  | (5.6     | ) |  | (8.8     | )
|                           |  |          |   |  |          |   |  |          |  
|                           |  |          |  
|                           |  | (778.5   | ) |  | (806.5   | ) |  | (777.5   | )
|                           |  |          |   |  |          |   |  |          |  
|                           |  |          |  
|Income from operations     |  | 335.6    |   |  | 537.0    |   |  | 374.2    |  
|                           |  |          |   |  |          |   |  |          |  



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Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





The following tables present other information about the Company's operating segments:



|                                   |  |         |  |        
|---------------------------------- |  | ------- |  | -------
|Property, plant and equipment, net |  | 2009    |  | 2008   
|Commercial aviation                |  | 466.9   |  | 475.4  
|Executive aviation                 |  | 111.0   |  | 99.3   
|Aviation services                  |  | 140.6   |  | 126.2  
|Defense                            |  | 27.9    |  | 19.2   
|Others                             |  | 10.4    |  | 17.8   
|                                   |  |         |  |        
|                                   |  |        
|                                   |  | 756.8   |  | 737.9  
|                                   |  |         |  |        
|                                   |  |        
|Trade accounts receivable, net     |  | 2009    |  | 2008   
|Commercial aviation                |  | 3.5     |  | 0.1    
|Aviation services                  |  | 266.5   |  | 299.0  
|Defense                            |  | 126.2   |  | 98.7   
|Executive Aviation                 |  | 0.4     |  |        
|Others                             |  | 0.8     |  | 46.2   
|                                   |  |         |  |        
|                                   |  |        
|                                   |  | 397.4   |  | 444.0  
|                                   |  |         |  |        
|                                   |  |        
|Advances from customers            |  | 2009    |  | 2008   
|Commercial aviation                |  | 446.4   |  | 741.7  
|Executive aviation                 |  | 380.6   |  | 525.8  
|Aviation services                  |  | 25.5    |  | 80.3   
|Defense                            |  | 309.4   |  | 250.1  
|Others                             |  | 4.7     |  | 2.8    
|                                   |  |         |  |        
|                                   |  |        
|                                   |  | 1,166.6 |  | 1,600.7
|                                   |  |         |  |        



|37 | Supplemental Disclosure of Cash Flow Information
|-- | ------------------------------------------------



|                                              |  |      |  |       |  |     
|--------------------------------------------- |  | ---- |  | ----- |  | ----
|Operating income                              |  | 2009 |  | 2008  |  | 2007
|Cash paid during the year for                 |  |      |  |       |  |     
|Interest                                      |  | 86.7 |  | 103.5 |  | 78.3
|Income taxes                                  |  | 22.4 |  | 19.2  |  | 14.3
|                                              |  |      | 
|Non-cash financing and investing transactions |  |      |  |       |  |     
|Assets acquired under capital leases          |  | 1.1  |  | 9.4   |  | 11.3
|Escrow Deposits                               |  | 32.4 |  |      |  |    



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##### Table of Contents

Embraer - Empresa Brasileira

de Aeronáutica S.A.

Notes to
Consolidated Financial Statements

In millions of U.S. dollars, unless otherwise stated





|38 | Subsequent Events
|-- | -----------------



|(a) | Mesa
|--- | ----

At January 5,
2010, Mesa filed for Chapter 11 bankruptcy protection in a district court of the city of New York. The Company, whose fleet includes 36 ERJ 145 aircraft, has announced that it will soon present an economic restructuring plan, and that it intends to
continue its operations, as well as its operational agreements with other airline companies.

In December 2009, the Company
booked a provision of US$ 103.0 in recognition of probable losses to cover its obligations with respect to the guarantees it had offered in relation to the Mesa when Mesa filed for Chapter 11 protection from creditors in January 2010 (Notes 15 and
29).

At December 31, 2009, the Company held US$ 74.4 as guarantee deposits related to The Mesa operations (Note 11).



|(b) | Stock option plan
|--- | -----------------

At an
extraordinary shareholders meeting held on April 19, 2010, our shareholders approved a stock option plan for management and employees, including those of our subsidiaries. A continuous employment of at least two years with us would be
necessary in order to be eligible to participate in this plan.

Under the terms of the plan, we were authorized to grant
options up to 1.5% of common shares over an indefinite period. The options granted to each employee will vest as follows: 20% after one year from the date granted, an additional 30% after two years and the remaining 50% after three years; the
options vested during the first two years can be exercised until the third year.

*    *    *



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